SPMS Stichting Pensioenfonds Medisch Specialisten 01_SPMS...SPMS Stichting Pensioenfonds Medisch Specialisten All Votes Report Vote Summary Report Date range covered: 04/01/2018 to

SPMS Stichting Pensioenfonds Medisch Specialisten

All Votes

01/04/2018 to 30/06/2018

SPMS Stichting Pensioenfonds Medisch Specialisten All Votes Report

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

1st Source Corporation Meeting Date: 04/19/2018 Country: USA

Meeting Type: Annual Ticker: SRCE

Primary ISIN: US3369011032 Primary SEDOL: 2341848

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director Melody Birmingham-Byrd 1a

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 Elect Director Lisa W. Hershman 1b


Mgmt Against For Elect Director John T. Phair 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.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. 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. 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 Against For Elect Director Mark D. Schwabero 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. 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. 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. 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 Ratify BKD LLP as Auditors 2

3M Company Meeting Date: 05/08/2018 Country: USA

Meeting Type: Annual Ticker: MMM

Primary ISIN: US88579Y1010 Primary SEDOL: 2595708

Page 1 of 2,968



3M Company

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Sondra L. Barbour Mgmt For For

Mgmt For For Elect Director Thomas 'Tony' K. Brown 1b

Mgmt For For Elect Director David B. Dillon 1c

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 Against For Elect Director Michael L. Eskew 1d

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. 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 Herbert L. Henkel 1e


Mgmt For For Elect Director Amy E. Hood 1f

Mgmt For For Elect Director Muhtar Kent 1g

Mgmt Against For Elect Director Edward M. Liddy 1h

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, 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 Gregory R. Page 1i


Mgmt For For Elect Director Michael F. Roman 1j

Mgmt For For Elect Director Inge G. Thulin 1k

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. 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 Patricia A. Woertz 1l

Mgmt For For Ratify PricewaterhouseCoopers LLP as Auditors 2

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.

Page 2 of 2,968



3M Company Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

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

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, 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.

SH For Against Amend Bylaws -- Call Special Meetings 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 Abstain Against Consider Pay Disparity Between Executives and Other Employees

5

Voter Rationale: The proposal is overly prescriptive. However, we encourage companies to monitor pay trends regularly as part of their internal assessment of their compensation practices and to take action where growing disparity is evident.

77 Bank Ltd. Meeting Date: 06/28/2018 Country: Japan

Meeting Type: Annual Ticker: 8341

Primary ISIN: JP3352000008 Primary SEDOL: 6804165

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Allocation of Income, with a Final Dividend of JPY 22.5

Mgmt For For

Mgmt Against For Elect Director Ujiie, Teruhiko 2.1

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

Mgmt Against For Elect Director Kobayashi, Hidefumi 2.2


Mgmt Against For Elect Director Igarashi, Makoto 2.3

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

Mgmt Against For Elect Director Tsuda, Masakatsu 2.4


Mgmt Against For Elect Director Sugawara, Toru 2.5


Mgmt Against For Elect Director Suzuki, Koichi 2.6


Page 3 of 2,968



77 Bank Ltd. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Elect Director Shito, Atsushi 2.7


Mgmt Against For Elect Director Onodera, Yoshikazu 2.8


Mgmt For For Elect Director Sugita, Masahiro 2.9

Mgmt Against For Elect Director Nakamura, Ken 2.10


Mgmt Against For Elect Director Okuyama, Emiko 2.11


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

3

A. O. Smith Corporation Meeting Date: 04/09/2018 Country: USA

Meeting Type: Annual Ticker: AOS


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director William P. Greubel Mgmt For For


Mgmt For For Elect Director Ilham Kadri 1.2

Mgmt Withhold For Elect Director Idelle K. Wolf 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.

Mgmt Withhold For Elect Director Gene C. Wulf 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.Moreover, this director is not sufficiently independent to serve as the independent lead director.

Page 4 of 2,968



A. O. Smith 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. 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 For For Ratify Ernst & Young LLP as Auditors 3


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

Meeting Type: Special Ticker: SHLM


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Merger Agreement Mgmt For For

Mgmt For For Advisory Vote on Golden Parachutes 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.

Mgmt For For Adjourn Meeting 3

A.P. Moller - Maersk A/S Meeting Date: 04/10/2018 Country: Denmark

Meeting Type: Annual Ticker: MAERSK B

Primary ISIN: DK0010244508 Primary SEDOL: 4253048

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Receive Report of Board Mgmt

Page 5 of 2,968



A.P. Moller - Maersk A/S Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Accept Financial Statements and Statutory Reports

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 For For Approve Discharge of Management and Board 3

Mgmt For For Approve Allocation of Income and Dividends of DKK 150 Per Share

4

Mgmt For For Reelect Jim Hagemann Snabe as Director 5a

Mgmt For For Reelect Ane Maersk Mc Kinney Uggla as Director 5b

Mgmt For For Reelect Jan Leschly as Director 5c

Mgmt Abstain For Reelect Robert John Routs as Director 5d

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.

Mgmt For For Reelect Robert Maersk Uggla as Director 5e

Mgmt For For Elect Thomas Lindegaard Madsen as New Director

5f

Mgmt For For Elect Jacob Sterling as New Director 5g

Mgmt For For Ratify PricewaterhouseCoopers as Auditors 6

Mgmt For For Authorize the Board to Decide on Extraordinary Dividends Prior to Next AGM

7a

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

7b

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 Remuneration Guidelines for Executive Management and Board

7c


Mgmt For For Amend Corporate Purpose 7d1

Mgmt For For Amend Articles Re: Reduce Number of Vice Chairmen from Two to One

7d2

Mgmt For For Amend Articles Re: Editorial Changes 7d3

Mgmt For For Amend Articles Re: Shareholders' Right to Attend General Meeting

7d4

Mgmt For For Amend Articles Re: Signed Minute Book is Only Made Electronically Available in Accordance with Legislation

7d5

Mgmt For For Allow Electronic Distribution of Company Communications

7d6

Page 6 of 2,968



A2A SpA Meeting Date: 04/27/2018 Country: Italy

Meeting Type: Annual Ticker: A2A

Primary ISIN: IT0001233417 Primary SEDOL: 5499131

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Ordinary Business Mgmt


1.1

Mgmt For For Approve Allocation of Income 1.2

Mgmt For For Approve Remuneration Policy 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 Integrate Remuneration of External Auditors 3

Mgmt For For Authorize Share Repurchase Program and Reissuance of Repurchased Shares

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.

AAON, Inc. Meeting Date: 05/15/2018 Country: USA

Meeting Type: Annual Ticker: AAON


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Norman H. Asbjornson Mgmt For For

Mgmt For For Elect Director Gary D. Fields 1.2

Mgmt For For Elect Director Angela E. Kouplen 1.3

Mgmt For For Amend Omnibus Stock Plan 2

Mgmt For For Ratify Grant Thornton LLP as Auditors 3

Page 7 of 2,968



Aaron's, Inc. Meeting Date: 05/09/2018 Country: USA

Meeting Type: Annual Ticker: AAN


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Kathy T. Betty Mgmt For For

Mgmt For For Elect Director Douglas C. Curling 1.2

Mgmt Against For Elect Director Cynthia N. Day 1.3

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 Curtis L. Doman 1.4

Mgmt For For Elect Director Walter G. Ehmer 1.5

Mgmt For For Elect Director Hubert L. Harris, Jr. 1.6

Mgmt For For Elect Director John W. Robinson, III 1.7

Mgmt Against For Elect Director Ray M. Robinson 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, 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 Robert H. Yanker 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. 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 Approve Qualified Employee Stock Purchase Plan

3



Abbott Laboratories Meeting Date: 04/27/2018 Country: USA

Meeting Type: Annual Ticker: ABT


Page 8 of 2,968



Abbott Laboratories

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Robert J. Alpern Mgmt For For

Mgmt Withhold For Elect Director Roxanne S. Austin 1.2

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

Mgmt For For Elect Director Sally E. Blount 1.3

Mgmt For For Elect Director Edward M. Liddy 1.4

Mgmt For For Elect Director Nancy McKinstry 1.5

Mgmt For For Elect Director Phebe N. Novakovic 1.6

Mgmt For For Elect Director William A. Osborn 1.7

Mgmt For For Elect Director Samuel C. Scott, III 1.8

Mgmt For For Elect Director Daniel J. Starks 1.9

Mgmt For For Elect Director John G. Stratton 1.10

Mgmt For For Elect Director Glenn F. Tilton 1.11

Mgmt For For Elect Director Miles D. White 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. 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.



3

Voter Rationale: The plan's structure and pay-for-performance results are not sufficiently strong. 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. 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.

SH For Against Require Independent Board Chairman 4

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.

AbbVie Inc. Meeting Date: 05/04/2018 Country: USA

Meeting Type: Annual Ticker: ABBV

Primary ISIN: US00287Y1091 Primary SEDOL: B92SR70

Page 9 of 2,968



AbbVie Inc.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Roxanne S. Austin Mgmt For For

Mgmt For For Elect Director Richard A. Gonzalez 1.2

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 Rebecca B. Roberts 1.3

Mgmt For For Elect Director Glenn F. Tilton 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. 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 One Year One Year Advisory Vote on Say on Pay Frequency 4

Mgmt For For Declassify the Board of Directors 5

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 Eliminate Supermajority Vote Requirement to Amend Bylaws

6

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.

SH For Against Report on Lobbying Payments and Policy 7

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 Integrating Risks Related to Drug Pricing into Senior Executive Compensation

9

Voter Rationale: Compensation committees should consider targets linking environmental and social management objectives to compensation where poor management of these can impact long-term shareholder value as this can be a vital component of corproate performance. Targets should be clearly disclosed and stretching, and the compensation policy should be designed to incentivize truly exceptional performance.

Page 10 of 2,968



ABC-Mart Inc. Meeting Date: 05/24/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Allocation of Income, with a Final Dividend of JPY 70

Mgmt For For

Mgmt For For Elect Director Noguchi, Minoru 2.1

Mgmt Against For Elect Director Yoshida, Yukie 2.2


Mgmt Against For Elect Director Katsunuma, Kiyoshi 2.3


Mgmt Against For Elect Director Kojima, Jo 2.4


Mgmt Against For Elect Director Kikuchi, Takashi 2.5


Mgmt Against For Elect Director Hattori, Kiichiro 2.6


Abercrombie & Fitch Co. Meeting Date: 06/14/2018 Country: USA

Meeting Type: Annual Ticker: ANF


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Kerrii B. Anderson Mgmt For For

Mgmt Against For Elect Director James B. Bachmann 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.

Page 11 of 2,968



Abercrombie & Fitch Co. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director Bonnie R. Brooks 1c

Mgmt For For Elect Director Terry L. Burman 1d

Mgmt For For Elect Director Sarah M. Gallagher 1e

Mgmt For For Elect Director Michael E. Greenlees 1f

Mgmt For For Elect Director Archie M. Griffin 1g

Mgmt For For Elect Director Fran Horowitz 1h

Mgmt For For Elect Director Charles R. Perrin 1i


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, 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 Against For Amend Omnibus Stock Plan 3

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. 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.



SH For Against Pro-rata Vesting of Equity Awards 5

Voter Rationale: In the case of a change of control, equity should only vest if an executive is not offered employment in the new company, a so-called double trigger.

Abraxas Petroleum Corporation Meeting Date: 05/08/2018 Country: USA

Meeting Type: Annual Ticker: AXAS


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director W. Dean Karrash Mgmt For For


Page 12 of 2,968



Abraxas Petroleum Corporation Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director Paul A. Powell, Jr. 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. 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 For For Elect Director Edward P. Russell 1.3


Mgmt For For Ratify BDO USA, LLP as Auditors 2


3

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. 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. 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.

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

Meeting Type: Annual Ticker: ACIA

Primary ISIN: US00401C1080 Primary SEDOL: BYXPCC5

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Stan J. Reiss Mgmt For For

Voter Rationale: Ddirectors 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 Eric A. Swanson 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.

Mgmt For For Ratify Deloitte & Touche LLP as Auditors 2

Page 13 of 2,968



Acacia Communications, 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, 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. 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.


Acacia Research Corporation Meeting Date: 06/14/2018 Country: USA

Meeting Type: Proxy Contest Ticker: ACTG


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Management Proxy (White Proxy Card) Mgmt

Mgmt Do Not Vote For Elect Director G. Louis Graziadio, III 1.1

Mgmt Do Not Vote For Elect Director Frank E. Walsh, III 1.2

Mgmt Do Not Vote For Ratify Grant Thornton LLP as Auditors 2

Mgmt Do Not Vote For Advisory Vote to Ratify Named Executive Officers' Compensation

3

Mgmt Do Not Vote For Approve Omnibus Stock Plan 4

Mgmt Dissident Proxy (Blue Proxy Card)

SH For For Elect Director Clifford Press 1.1

SH For For Elect Director Alfred V. Tobia, Jr. 1.2

Mgmt For None Ratify Grant Thornton LLP as Auditors 2

Page 14 of 2,968



Acacia Research Corporation Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

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

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. 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.

Mgmt Against None Approve Omnibus Stock Plan 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, 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. Furthermore, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. 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. 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.

Acadia Healthcare Company, Inc. Meeting Date: 05/03/2018 Country: USA

Meeting Type: Annual Ticker: ACHC

Primary ISIN: US00404A1097 Primary SEDOL: B65VZ37

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director E. Perot Bissell Mgmt For For


Mgmt For For Elect Director Vicky B. Gregg 1.2


Page 15 of 2,968



Acadia Healthcare Company, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

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

2

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.


Acadia Realty Trust Meeting Date: 05/10/2018 Country: USA

Meeting Type: Annual Ticker: AKR


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Kenneth F. Bernstein Mgmt For For

Mgmt Against For Elect Director Douglas Crocker, II 1b

Mgmt Against For Elect Director Lorrence T. Kellar 1c

Mgmt Against For Elect Director Wendy Luscombe 1d

Mgmt For For Elect Director William T. Spitz 1e

Mgmt For For Elect Director Lynn C. Thurber 1f

Mgmt Against For Elect Director Lee S. Wielansky 1g

Mgmt Against For Elect Director C. David Zoba 1h



3

Access National Corporation Meeting Date: 05/24/2018 Country: USA

Meeting Type: Annual Ticker: ANCX

Primary ISIN: US0043371014 Primary SEDOL: B01Y8T5

Page 16 of 2,968



Access National Corporation

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Michael G. Anzilotti Mgmt For Withhold

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. 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 Michael W. Clarke 1.2


Mgmt For For Elect Director Gary D. LeClair 1.3


Mgmt For For Elect Director Janet A. Neuharth 1.4



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, 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.

ACCO Brands Corporation Meeting Date: 05/15/2018 Country: USA

Meeting Type: Annual Ticker: ACCO

Primary ISIN: US00081T1088 Primary SEDOL: B0G7SZ5

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director James A. Buzzard Mgmt For For

Mgmt For For Elect Director Kathleen S. Dvorak 1b

Mgmt For For Elect Director Boris Elisman 1c


Page 17 of 2,968



ACCO Brands Corporation Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director Pradeep Jotwani 1d

Mgmt For For Elect Director Robert J. Keller 1e

Mgmt For For Elect Director Thomas Kroeger 1f

Mgmt For For Elect Director Ron Lombardi 1g

Mgmt For For Elect Director Graciela Monteagudo 1h

Mgmt For For Elect Director Hans Michael Norkus 1i

Mgmt For For Elect Director E. Mark Rajkowski 1j

Mgmt For For Ratify KPMG LLP as Auditors 2


3


Achilles 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 Ito, Mamoru 2.1

Mgmt Against For Elect Director Kobayashi, Hideaki 2.2


Mgmt Against For Elect Director Hikage, Ichiro 2.3


Mgmt Against For Elect Director Fujisawa, Minoru 2.4


Mgmt Against For Elect Director Nagashima, Teruaki 2.5


Page 18 of 2,968



Achilles Corp. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Elect Director Okura, Takaya 2.6


Mgmt Against For Elect Director Suzuki, Takuo 2.7


Mgmt Against For Elect Director Yonetake, Koichiro 2.8


Mgmt For For Elect Director Sato, Osamu 2.9

Mgmt Against For Appoint Alternate Statutory Auditor Miyazaki, Toru

3.1

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.

Mgmt For For Appoint Alternate Statutory Auditor Kasahara, Chie

3.2

Achillion Pharmaceuticals, Inc. Meeting Date: 05/31/2018 Country: USA

Meeting Type: Annual Ticker: ACHN

Primary ISIN: US00448Q2012 Primary SEDOL: B17T9T8

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Elect Director Jason S. Fisherman 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 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.


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. 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 19 of 2,968



Achillion Pharmaceuticals, 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. 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 Elect Director Joseph Truitt 5


ACI Worldwide, Inc. Meeting Date: 06/12/2018 Country: USA

Meeting Type: Annual Ticker: ACIW


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Janet O. Estep Mgmt For For

Mgmt For For Elect Director James C. Hale 1.2

Mgmt For For Elect Director Philip G. Heasley 1.3

Mgmt For For Elect Director Pamela H. Patsley 1.4

Mgmt For For Elect Director Charles E. Peters, Jr. 1.5

Mgmt For For Elect Director David A. Poe 1.6

Mgmt For For Elect Director Adalio T. Sanchez 1.7

Mgmt For For Elect Director Thomas W. Warsop, III 1.8



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. Moreover, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval.

Page 20 of 2,968



Acom 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 Kinoshita, Shigeyoshi 2.1

Mgmt Against For Elect Director Wachi, Kaoru 2.2


Mgmt Against For Elect Director Kinoshita, Masataka 2.3


Mgmt Against For Elect Director Sagehashi, Teruyuki 2.4


Mgmt Against For Elect Director Watanabe, Noriyoshi 2.5


Mgmt Against For Elect Director Hori, Naoki 2.6


Acorda Therapeutics, Inc. Meeting Date: 06/27/2018 Country: USA

Meeting Type: Annual Ticker: ACOR

Primary ISIN: US00484M1062 Primary SEDOL: 2925844

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Barry Greene Mgmt For For


Page 21 of 2,968



Acorda Therapeutics, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Withhold For Elect Director Ian Smith 1.2

Voter Rationale: The corporate governance committee has permitted a poison pill. The best defense against a take-over is strong management and a successful strategy. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and last for a limited time. 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 Withhold For Elect Director Catherine D. Strader 1.3

Voter Rationale: The corporate governance committee has permitted a poison pill. The best defense against a take-over is strong management and a successful strategy. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and last for a limited time. 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.


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


Activision Blizzard, Inc. Meeting Date: 06/26/2018 Country: USA

Meeting Type: Annual Ticker: ATVI

Primary ISIN: US00507V1098 Primary SEDOL: 2575818

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Reveta Bowers Mgmt For For

Mgmt Against For Elect Director Robert Corti 1.2


Page 22 of 2,968



Activision Blizzard, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Elect Director Hendrik Hartong, III 1.3

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.

Mgmt Against For Elect Director Brian Kelly 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.

Mgmt For For Elect Director Robert A. Kotick 1.5

Mgmt For For Elect Director Barry Meyer 1.6


Mgmt Against For Elect Director Robert Morgado 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. 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 Peter Nolan 1.8


Mgmt For For Elect Director Casey Wasserman 1.9

Mgmt Against For Elect Director Elaine Wynn 1.10

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


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, severance payments should not exceed two year's pay. Larger severance packages should be subject to a separate shareholder approval.


Acushnet Holdings Corp. Meeting Date: 06/11/2018 Country: USA

Meeting Type: Annual Ticker: GOLF

Primary ISIN: US0050981085 Primary SEDOL: BD3WG50

Page 23 of 2,968



Acushnet Holdings Corp.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director David Maher Mgmt For For

Mgmt Withhold For Elect Director Steven Tishman 1.2

Voter Rationale: The board has failed to removed certain provisions that adversely impact shareholder rights.

Mgmt Withhold For Elect Director Walter "Wally" Uihlein 1.3

Voter Rationale: The board has failed to removed certain provisions that adversely impact shareholder rights.


Mgmt For For Amend Certificate of Incorporation to Provide Directors May Be Removed With or Without Cause

3

Mgmt For For Amend Right to Call Special Meeting 4



6

Adams Resources & Energy, Inc. Meeting Date: 05/08/2018 Country: USA

Meeting Type: Annual Ticker: AE


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Townes G. Pressler 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.

Mgmt Withhold For Elect Director Larry E. Bell 1.2

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.

Mgmt For For Elect Director Michelle A. Earley 1.3

Mgmt Withhold For Elect Director Murray E. Brasseux 1.4


Page 24 of 2,968



Adams Resources & Energy, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Withhold For Elect Director Richard C. Jenner 1.5


Mgmt For For Elect Director W. R. Scofield 1.6


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, 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 Approve Omnibus Stock Plan 4

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. 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.

Adastria Co., Ltd. Meeting Date: 05/24/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Amend Articles to Amend Business Lines Mgmt For For

Mgmt For For Elect Director Fukuda, Michio 2.1

Mgmt For For Elect Director Kimura, Osamu 2.2

Mgmt For For Elect Director Fukuda, Taiki 2.3

Mgmt For For Elect Director Kindo, Masayuki 2.4

Mgmt For For Elect Director Kurashige, Hideki 2.5

Mgmt For For Elect Director Matsui, Tadamitsu 2.6

Mgmt For For Elect Director Akutsu, Satoshi 2.7

Mgmt For For Elect Director Horie, Hiromi 2.8

Page 25 of 2,968



Adastria Co., Ltd. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Appoint Statutory Auditor Hayama, Yoshiko 3

Addus HomeCare Corporation Meeting Date: 06/13/2018 Country: USA

Meeting Type: Annual Ticker: ADUS

Primary ISIN: US0067391062 Primary SEDOL: B55BN47

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director R. Dirk Allison Mgmt For For


Mgmt Withhold For Elect Director Mark L. First 1.2

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. 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 Darin J. Gordon 1.3



Adeka 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 Kori, Akio 2.1

Mgmt For For Elect Director Shirozume, Hidetaka 2.2

Page 26 of 2,968



Adeka Corp. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Elect Director Tomiyasu, Haruhiko 2.3


Mgmt Against For Elect Director Arata, Ryozo 2.4


Mgmt Against For Elect Director Tajima, Koji 2.5


Mgmt Against For Elect Director Yukino, Toshinori 2.6


Mgmt Against For Elect Director Kobayashi, Yoshiaki 2.7


Mgmt Against For Elect Director Fujisawa, Shigeki 2.8


Mgmt Against For Elect Director Shiga, Yoji 2.9


Mgmt Against For Elect Director Yoshinaka, Atsuya 2.10


Mgmt For For Elect Director Nagai, Kazuyuki 2.11

Mgmt For For Elect Director Endo, Shigeru 2.12

Mgmt Against For Appoint Statutory Auditor Yajima, Akimasa 3


ADO Properties S.A. Meeting Date: 06/19/2018 Country: Luxembourg

Meeting Type: Annual Ticker: ADJ

Primary ISIN: LU1250154413 Primary SEDOL: BYNXBZ5

Page 27 of 2,968



ADO Properties S.A.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Annual Meeting Agenda Mgmt

Mgmt Receive Management Board Report on Financial Statements and Statutory Reports (Non-Voting)

1

Mgmt For For Approve Financial Statements 2

Mgmt For For Approve Consolidated Financial Statements 3

Mgmt For For Approve Allocation of Income and Dividends 4

Mgmt Against For Elect Yuval Dagim as Director 5

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 For For Approve Discharge of Directors 6

Mgmt For For Renew Appointment of KPMG Luxembourg as Auditor

7

Adobe Systems Incorporated Meeting Date: 04/12/2018 Country: USA

Meeting Type: Annual Ticker: ADBE

Primary ISIN: US00724F1012 Primary SEDOL: 2008154

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Amy L. Banse Mgmt For For


Mgmt Against For Elect Director Edward W. Barnholt 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, 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 Robert K. Burgess 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. 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. Furthermore, executives from acquired companies are not sufficiently independent to serve on key board committees and should be considered affiliated directors.

Page 28 of 2,968



Adobe Systems Incorporated Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director Frank A. Calderoni 1d


Mgmt Against For Elect Director James E. Daley 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. Also, 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 Laura B. Desmond 1f

Mgmt Against For Elect Director Charles M. Geschke 1g


Mgmt For For Elect Director Shantanu Narayen 1h

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 Daniel L. Rosensweig 1i

Mgmt Against For Elect Director John E. Warnock 1j



Voter Rationale: This plan could lead to excessive dilution. 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. 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, 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: 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. 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.

Page 29 of 2,968



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

Meeting Type: Annual Ticker: ADTN

Primary ISIN: US00738A1060 Primary SEDOL: 2052924

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Thomas R. Stanton Mgmt For For


Mgmt Withhold For Elect Director H. Fenwick Huss 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, this director is not sufficiently independent to serve as the independent lead director.

Mgmt Withhold For Elect Director William L. Marks 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 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 For For Elect Director Gregory J. McCray 1.4

Mgmt For For Elect Director Anthony J. Melone 1.5


Mgmt Withhold For Elect Director Balan Nair 1.6

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 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 Jacqueline H. Rice 1.7

Mgmt For For Elect Director Kathryn A. Walker 1.8



2

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

Page 30 of 2,968



ADTRAN, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



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



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt For For Amend Articles to Clarify Provisions on Alternate Statutory Auditors

2

Mgmt For For Elect Director Yamagata, Masanosuke 3.1

Mgmt For For Elect Director Suetsugu, Hiroaki 3.2

Mgmt For For Elect Director Yamagata, Yoshinosuke 3.3

Mgmt For For Elect Director Yamagata, Tomomichi 3.4

Mgmt For For Elect Director Enomoto, Hideo 3.5

Mgmt For For Elect Director Goda, Masanori 3.6

Mgmt For For Appoint Statutory Auditor Kawaragi, Mikio 4

Mgmt For For Appoint Alternate Statutory Auditor Koga, Masayuki

5

Advance Auto Parts, Inc. Meeting Date: 05/16/2018 Country: USA

Meeting Type: Annual Ticker: AAP


Page 31 of 2,968



Advance Auto Parts, Inc.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director John F. Bergstrom Mgmt For For

Mgmt For For Elect Director Brad W. Buss 1.2

Mgmt For For Elect Director Fiona P. Dias 1.3

Mgmt For For Elect Director John F. Ferraro 1.4

Mgmt For For Elect Director Thomas R. Greco 1.5

Mgmt For For Elect Director Adriana Karaboutis 1.6

Mgmt For For Elect Director Eugene I. Lee, Jr. 1.7

Mgmt For For Elect Director Douglas A. Pertz 1.8

Mgmt For For Elect Director Reuben E. Slone 1.9

Mgmt For For Elect Director Jeffrey C. Smith 1.10


2



SH Against Against Provide Right to Act by Written Consent 4

Advanced Disposal Services, Inc. Meeting Date: 05/23/2018 Country: USA

Meeting Type: Annual Ticker: ADSW

Primary ISIN: US00790X1019 Primary SEDOL: BYMM8B8

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Michael J. Hoffman Mgmt For For


Mgmt For For Elect Director Ernest J. Mrozek 1.2



Page 32 of 2,968



Advanced Disposal Services, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


3


Advanced Energy Industries, Inc. Meeting Date: 05/03/2018 Country: USA

Meeting Type: Annual Ticker: AEIS


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Frederick A. Ball Mgmt For For

Mgmt For For Elect Director Grant H. Beard 1.2

Mgmt For For Elect Director Ronald C. Foster 1.3

Mgmt For For Elect Director Edward C. Grady 1.4

Mgmt Withhold For Elect Director Thomas M. Rohrs 1.5


Mgmt For For Elect Director John A. Roush 1.6

Mgmt For For Elect Director Yuval Wasserman 1.7



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

Advanced Micro Devices, Inc. Meeting Date: 05/02/2018 Country: USA

Meeting Type: Annual Ticker: AMD


Page 33 of 2,968



Advanced Micro Devices, Inc.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director John E. Caldwell Mgmt For For

Mgmt For For Elect Director Nora M. Denzel 1b

Mgmt For For Elect Director Mark Durcan 1c

Mgmt For For Elect Director Joseph A. Householder 1d

Mgmt For For Elect Director Michael J. Inglis 1e

Mgmt For For Elect Director John W. Marren 1f

Mgmt For For Elect Director Lisa T. Su 1g

Mgmt For For Elect Director Abhi Y. Talwalkar 1h

Mgmt For For Elect Director Ahmed Yahia 1i



Mgmt For For Increase Authorized Common Stock 3


4

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.

AdvanSix Inc. Meeting Date: 06/14/2018 Country: USA

Meeting Type: Annual Ticker: ASIX

Primary ISIN: US00773T1016 Primary SEDOL: BYMMZL7

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Paul E. Huck Mgmt For Against

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 Daniel F. Sansone 1b

Page 34 of 2,968



AdvanSix Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Elect Director Sharon S. Spurlin 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, 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.

Advantest Corp. Meeting Date: 06/27/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Amend Articles to Change Location of Head Office

Mgmt For For

Mgmt For For Elect Director Yoshida, Yoshiaki 2.1

Mgmt For For Elect Director Karatsu, Osamu 2.2

Mgmt For For Elect Director Yoshikawa, Seiichi 2.3

Mgmt For For Elect Director Sae Bum Myung 2.4

Mgmt For For Elect Director Hans-Juergen Wagner 2.5

Mgmt For For Elect Director Tsukakoshi, Soichi 2.6

Mgmt For For Elect Director and Audit Committee Member Murata, Tsuneko

3

Mgmt For For Approve Trust-Type Equity Compensation Plan 4

Mgmt Against For Approve Stock Option 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.

Page 35 of 2,968



Adverum Biotechnologies, Inc. Meeting Date: 05/31/2018 Country: USA

Meeting Type: Annual Ticker: ADVM

Primary ISIN: US00773U1088 Primary SEDOL: BD6NXD7

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Paul B. Cleveland 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. 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 Eric G. Carter 1.2


Mgmt Withhold For Elect Director Thomas Woiwode 1.3



Aedifica Meeting Date: 04/16/2018 Country: Belgium

Meeting Type: Special Ticker: AED

Primary ISIN: BE0003851681 Primary SEDOL: B1G5XP1

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Special Meeting Agenda Mgmt

Mgmt Receive Special Board Report A1

Mgmt Receive Special Auditor Report A2

Mgmt For For Amend Articles Re: Corporate Purpose A3

Mgmt For For Amend Articles Re: Act of 12 May 2014 on Governing Regulated Real Estate Companies

B

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

C1

Page 36 of 2,968



Aedifica Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Amend Articles to Reflect Changes in Capital C2

Mgmt Receive Special Board Report Re: Capital Authorization

D1

Mgmt Against For Approve Issuance of Shares with Preemptive Rights

D2.1

Voter Rationale: Any increase in capital greater than 50% of the issued share capital with pre-emptive rights should be undertaken in exceptional circumstances only and fully justified by the company.

Mgmt Against For Approve Issuance of Equity without Preemptive Rights

D2.2

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 Amend Articles to Reflect Changes in Capital D3

Voter Rationale: Any increase in capital greater than 50% of the issued share capital with pre-emptive rights should be undertaken in exceptional circumstances only and fully justified by the company. Furthermore, 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 For For Amend Article 17 Section 1 Re: Representation by One Director and One Member of Management Committee

E1

Mgmt For For Amend Article 19 Section 1 Re: Schedule of Annual General Meeting

E2

Mgmt For For Delete Article 8 Sections 4 and 5 and Article 37 E3

Mgmt For For Approve Change-of-Control Clause Re : Credit Agreements Between Aedifica

F

Mgmt For For Authorize Implementation of Approved Resolutions and Filing of Required Documents/Formalities at Trade Registry

G

Aena S.M.E., S.A. Meeting Date: 04/10/2018 Country: Spain

Meeting Type: Annual Ticker: AENA

Primary ISIN: ES0105046009 Primary SEDOL: BVRZ8L1

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Standalone Financial Statements Mgmt For For

Mgmt For For Approve Consolidated Financial Statements 2


Mgmt For For Approve Discharge of Board 4

Page 37 of 2,968



Aena S.M.E., S.A. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Ratify Appointment of and Elect Jaime Garcia-Legaz Ponce as Director

5.1


Mgmt For For Ratify Appointment of and Elect Josep Pique Camps as Director

5.2

Mgmt For For Ratify Appointment of and Elect Angel Luis Arias Serrano as Director

5.3

Mgmt Against For Advisory Vote on Remuneration Report 6

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.

Mgmt For For Authorize Board to Ratify and Execute Approved Resolutions

7

Aeon Co., Ltd. Meeting Date: 05/23/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Yoko, Hiroshi Mgmt For For

Mgmt Against For Elect Director Okada, Motoya 1.2


Mgmt For For Elect Director Mori, Yoshiki 1.3

Mgmt For For Elect Director Yamashita, Akinori 1.4

Mgmt For For Elect Director Uchinaga, Yukako 1.5

Mgmt For For Elect Director Nagashima, Toru 1.6

Mgmt For For Elect Director Tsukamoto, Takashi 1.7

Mgmt For For Elect Director Ono, Kotaro 1.8

Mgmt For For Elect Director Peter Child 1.9

Page 38 of 2,968



Aeon Co., Ltd. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

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

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.

Aeon Delight Co. Ltd. Meeting Date: 05/18/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Nakayama, Ippei Mgmt For For

Mgmt For For Elect Director Hamada, Kazumasa 1.2

Mgmt Against For Elect Director Yamazato, Nobuo 1.3


Mgmt Against For Elect Director Yashi, Tajiro 1.4


Mgmt Against For Elect Director Furukawa, Yukio 1.5


Mgmt Against For Elect Director Sadaoka, Hiroki 1.6


Mgmt Against For Elect Director Shikata, Motoyuki 1.7


Mgmt Against For Elect Director Mito, Hideyuki 1.8


Mgmt For For Elect Director Sato, Hiroyuki 1.9

Mgmt For For Elect Director Fujita, Masaaki 1.10

Mgmt For For Elect Director Hompo, Yoshiaki 1.11

Page 39 of 2,968



Aeon Delight Co. Ltd. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Appoint Statutory Auditor Tsusue, Koji 2


Aeon Fantasy Co., Ltd. Meeting Date: 05/15/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For Elect Director Fujiwara, Nobuyuki 2.1

Mgmt Against For Elect Director Nitta, Satoru 2.2


Mgmt Against For Elect Director Fujiwara, Tokuya 2.3


Mgmt Against For Elect Director Tamura, Yoshihiro 2.4


Mgmt Against For Elect Director Kajita, Shigeru 2.5


Mgmt Against For Elect Director Takano, Kyoko 2.6


Mgmt Against For Elect Director Koiwa, Wataru 2.7


Mgmt For For Elect Director Oya, Kazuko 2.8

Mgmt For For Elect Director Kokaze, Akira 2.9

Mgmt Against For Appoint Statutory Auditor Ito, Katsuhiko 3


Page 40 of 2,968



AEON Financial Service Co., Ltd. Meeting Date: 06/20/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Suzuki, Masaki Mgmt For For

Mgmt For For Elect Director Kawahara, Kenji 1.2

Mgmt Against For Elect Director Mizuno, Masao 1.3


Mgmt Against For Elect Director Watanabe, Hiroyuki 1.4


Mgmt Against For Elect Director Wakabayashi, Hideki 1.5


Mgmt Against For Elect Director Mangetsu, Masaaki 1.6


Mgmt Against For Elect Director Yamada, Yoshitaka 1.7


Mgmt Against For Elect Director Suzuki, Kazuyoshi 1.8


Mgmt Against For Elect Director Arai, Naohiro 1.9


Mgmt Against For Elect Director Ishizuka, Kazuo 1.10


Mgmt Against For Elect Director Saito, Tatsuya 1.11


Mgmt For For Elect Director Otsuru, Motonari 1.12

Mgmt For For Elect Director Hakoda, Junya 1.13

Mgmt For For Elect Director Nakajima, Yoshimi 1.14

Mgmt For For Appoint Statutory Auditor Suzuki, Junichi 2

Page 41 of 2,968



AEON Mall Co., Ltd. Meeting Date: 05/16/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Yoshida, Akio Mgmt For For

Mgmt Against For Elect Director Iwamoto, Kaoru 1.2


Mgmt Against For Elect Director Chiba, Seiichi 1.3


Mgmt Against For Elect Director Mishima, Akio 1.4


Mgmt Against For Elect Director Fujiki, Mitsuhiro 1.5


Mgmt Against For Elect Director Okada, Motoya 1.6


Mgmt Against For Elect Director Tamai, Mitsugu 1.7


Mgmt Against For Elect Director Sato, Hisayuki 1.8


Mgmt Against For Elect Director Okamoto, Masahiko 1.9


Mgmt Against For Elect Director Yokoyama, Hiroshi 1.10


Mgmt Against For Elect Director Nakarai, Akiko 1.11


Mgmt For For Elect Director Taira, Mami 1.12

Mgmt For For Elect Director Kawabata, Masao 1.13

Mgmt For For Appoint Statutory Auditor Hayami, Hideki 2

Page 42 of 2,968



Aetna Inc. Meeting Date: 05/18/2018 Country: USA

Meeting Type: Annual Ticker: AET


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Fernando Aguirre Mgmt For For


Mgmt For For Elect Director Mark T. Bertolini 1b


Mgmt For For Elect Director Frank M. Clark 1c


Mgmt Against For Elect Director Molly J. Coye 1d


Mgmt For For Elect Director Roger N. Farah 1e

Mgmt Against For Elect Director Jeffrey E. Garten 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.

Mgmt Against For Elect Director Ellen M. Hancock 1g

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 For For Elect Director Richard J. Harrington 1h

Page 43 of 2,968



Aetna Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Elect Director Edward J. Ludwig 1i

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 For For Elect Director Olympia J. Snowe 1j




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.

SH Abstain Against Report on Lobbying Payments and Policy 4A

Voter Rationale: The company provides reasonable disclosure of its political donations. However, it should enhance transparency around its public policy priorities, as well as its key relationships with trade associations that engage on lobbying on its behalf.

SH For Against Reduce Ownership Threshold for Shareholders to Call Special Meeting

4B


Affiliated Managers Group, Inc. Meeting Date: 06/12/2018 Country: USA

Meeting Type: Annual Ticker: AMG


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Samuel T. Byrne Mgmt For For

Mgmt For For Elect Director Dwight D. Churchill 1b

Mgmt For For Elect Director Glenn Earle 1c

Mgmt For For Elect Director Niall Ferguson 1d

Page 44 of 2,968



Affiliated Managers Group, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director Sean M. Healey 1e


Mgmt For For Elect Director Tracy P. Palandjian 1f

Mgmt For For Elect Director Patrick T. Ryan 1g

Mgmt For For Elect Director Karen L. Yerburgh 1h

Mgmt For For Elect Director Jide J. Zeitlin 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. Furthermore, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.



Mgmt For For Elect Director Nathaniel Dalton 4

Affimed NV Meeting Date: 06/19/2018 Country: Netherlands

Meeting Type: Annual Ticker: AFMD

Primary ISIN: NL0010872420 Primary SEDOL: BQQF5R2

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt Open Meeting 1

Mgmt Overview of the Company and Financial Situation

2

Mgmt Discussion on Company's Corporate Governance Structure

3

Mgmt Discuss Remuneration Policy for the Management Board

4

Mgmt For For Adopt Financial Statements and Statutory Reports

5

Mgmt Receive Explanation on Company's Reserves and Dividend Policy

6

Page 45 of 2,968



Affimed NV Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Amend Remuneration Policy 7

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 For For Approve Discharge of Management Board 8

Mgmt For For Approve Discharge of Supervisory Board 9

Mgmt For For Elect Mathieu Simon to Supervisory Board 10a

Mgmt For For Reelect Ulrich M. Grau to Supervisory Board 10b

Mgmt For For Ratify KPMG as Auditors 11

Mgmt Against For Increase Authorized Capital 12

Voter Rationale: Any increase in capital greater than 50% of the issued share capital with pre-emptive rights should be undertaken in exceptional circumstances only and fully justified by the company.

Mgmt Against For Authorize Repurchase of Shares 13

Voter Rationale: Any share repurchase request in excess of 10% should be undertaken in exceptional circumstances only and be fully justified by the company.

Mgmt Other Business (Non-Voting) 14

Mgmt Close Meeting 15

Aflac Incorporated Meeting Date: 05/07/2018 Country: USA

Meeting Type: Annual Ticker: AFL


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Daniel P. Amos Mgmt For For


Mgmt For For Elect Director W. Paul Bowers 1b

Mgmt For For Elect Director Toshihiko Fukuzawa 1c

Page 46 of 2,968



Aflac Incorporated Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Elect Director Douglas W. Johnson 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.

Mgmt Against For Elect Director Robert B. Johnson 1e

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 For For Elect Director Thomas J. Kenny 1f

Mgmt For For Elect Director Karole F. Lloyd 1g

Mgmt For For Elect Director Joseph L. Moskowitz 1h

Mgmt Against For Elect Director Barbara K. Rimer 1i

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, 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 Katherine T. Rohrer 1j


Mgmt For For Elect Director Melvin T. Stith 1k



2

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



AGCO Corporation Meeting Date: 04/26/2018 Country: USA

Meeting Type: Annual Ticker: AGCO


Page 47 of 2,968



AGCO Corporation

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Roy V. Armes Mgmt For For

Mgmt For For Elect Director Michael C. Arnold 1.2

Mgmt Against For Elect Director P. George Benson 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 nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Elect Director Suzanne P. Clark 1.4

Mgmt Against For Elect Director Wolfgang Deml 1.5

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

Mgmt For For Elect Director George E. Minnich 1.6

Mgmt For For Elect Director Martin H. Richenhagen 1.7


Mgmt For For Elect Director Gerald L. Shaheen 1.8

Mgmt For For Elect Director Mallika Srinivasan 1.9

Mgmt Against For Elect Director Hendrikus Visser 1.10

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.


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.


Page 48 of 2,968



AGNC Investment Corp. Meeting Date: 04/19/2018 Country: USA

Meeting Type: Annual Ticker: AGNC

Primary ISIN: US00123Q1040 Primary SEDOL: BYYHJL8

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Gary D. Kain Mgmt For For

Mgmt For For Elect Director Morris A. Davis 1.2

Mgmt For For Elect Director Larry K. Harvey 1.3

Mgmt For For Elect Director Prue B. Larocca 1.4

Mgmt For For Elect Director Paul E. Mullings 1.5



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, 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, 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.


AGREE REALTY CORPORATION Meeting Date: 05/15/2018 Country: USA

Meeting Type: Annual Ticker: ADC


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Richard Agree 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 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.

Page 49 of 2,968



AGREE REALTY CORPORATION Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director John Rakolta, Jr. 1.2

Mgmt For For Elect Director Jerome Rossi 1.3



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. 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.

AgroFresh Solutions, Inc. Meeting Date: 06/04/2018 Country: USA

Meeting Type: Annual Ticker: AGFS

Primary ISIN: US00856G1094 Primary SEDOL: BZ0G154

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Robert J. Campbell Mgmt For Withhold


Mgmt For For Elect Director Jordi Ferre 1.2

Mgmt For For Elect Director Denise L. Devine 1.3

Mgmt Withhold For Elect Director Macauley Whiting, Jr. 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 is pay-for-performance misalignment driven by incentive program design.

Mgmt Withhold For Elect Director Nance K. Dicciani 1.5

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. In addition, 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. Specificall, there is pay-for-performance misalignment driven by incentive program design.

Page 50 of 2,968



AgroFresh Solutions, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Withhold For Elect Director Gregory M. Freiwald 1.6

Voter Rationale: Changes in company bylaws or articles of incorporation should not erode shareholders' rights and should be subject to shareholder approval. In addition, 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. Specificall, there is pay-for-performance misalignment driven by incentive program design.

Mgmt Withhold For Elect Director George Lobisser 1.7



Mgmt Against For Adjourn Meeting 3

Voter Rationale: A vote AGAINST this proposal is warranted given that not all underlying proposals warrant support.

AIA Group Ltd. Meeting Date: 05/18/2018 Country: Hong Kong


Primary ISIN: HK0000069689 Primary SEDOL: B4TX8S1

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Accept Financial Statements and Statutory Reports

Mgmt For For

Mgmt For For Approve Final Dividend 2

Mgmt For For Elect Ng Keng Hooi as Director 3

Mgmt For For Elect Cesar Velasquez Purisima as Director 4

Mgmt For For Elect Lawrence Juen-Yee Lau as Director 5

Mgmt For For Elect Chung-Kong Chow as Director 6

Mgmt For For Elect John Barrie Harrison as Director 7

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

8

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

9A

Mgmt For For Authorize Repurchase of Issued Share Capital 9B

Mgmt For For Approve Allotment and Issuance of Additional Shares Under the Restricted Share Unit Scheme

9C

Page 51 of 2,968



Aica Kogyo 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 Clarify Director Authority on Shareholder Meetings - Amend Provisions on Director Titles

2

Mgmt For For Elect Director Ono, Yuji 3.1

Mgmt Against For Elect Director Todo, Satoshi 3.2


Mgmt Against For Elect Director Iwase, Yukihiro 3.3


Mgmt Against For Elect Director Omura, Nobuyuki 3.4


Mgmt Against For Elect Director Mori, Ryoji 3.5


Mgmt For For Elect Director Ogura, Kenji 3.6

Mgmt For For Elect Director Hanamura, Toshiiku 3.7

Mgmt Against For Appoint Statutory Auditor Kosemura, Hisashi 4.1


Mgmt For For Appoint Statutory Auditor Katagiri, Kiyoshi 4.2

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



Page 52 of 2,968



Aichi Bank Ltd.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt Against For Elect Director Koide, Shinichi 2.1


Mgmt Against For Elect Director Yazawa, Katsuyuki 2.2


Mgmt Against For Elect Director Kobayashi, Masato 2.3


Mgmt Against For Elect Director Ito, Yoshihiro 2.4


Mgmt Against For Elect Director Ito, Yukinori 2.5


Mgmt Against For Elect Director Takahashi, Tomoyuki 2.6


Mgmt Against For Elect Director Ota, Wataru 2.7


Mgmt Against For Elect Director Matsuno, Hiroyasu 2.8


Mgmt Against For Elect Director Kuratomi, Nobuhiko 2.9


Mgmt Against For Elect Director and Audit Committee Member Yoshida, Shigemasa

3.1


Mgmt For For Elect Director and Audit Committee Member Katsuragawa, Akira

3.2

Mgmt Against For Elect Director and Audit Committee Member Hayashi, Akio

3.3


Page 53 of 2,968



Aichi Bank Ltd. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Elect Director and Audit Committee Member Miwa, Ichio

3.4


Mgmt For For Elect Director and Audit Committee Member Hayashi, Toshiyasu

3.5

Mgmt For For Elect Director and Audit Committee Member Emoto, Yasutoshi

3.6

Aichi Corp. Meeting Date: 06/21/2018 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 Miura, Osamu 3.1

Mgmt Against For Elect Director Inakoshi, Shinya 3.2


Mgmt Against For Elect Director Ohira, Akihiko 3.3


Mgmt Against For Elect Director and Audit Committee Member Suzuki, Takeshi

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 Ito, Takushi

4.2

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 For For Elect Director and Audit Committee Member Takatsuki, Shigehiro

4.3

Page 54 of 2,968



Aichi Corp. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Elect Director and Audit Committee Member Kawataki, Satoru

4.4



5

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

6

Mgmt Against For Approve Statutory Auditor Retirement Bonus 7

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

Aichi Steel 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 Iwase, Takahiro 2.1

Mgmt For For Elect Director Fujioka, Takahiro 2.2

Mgmt Against For Elect Director Asano, Hiroaki 2.3


Mgmt Against For Elect Director Yasui, Koichi 2.4


Mgmt For For Elect Director Arai, Yuko 2.5

Mgmt Against For Elect Director Nakamura, Motoshi 2.6


Mgmt For For Appoint Alternate Statutory Auditor Munakata, Yu

3

Mgmt For For Approve Annual Bonus 4

Page 55 of 2,968



Aida Engineering 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 Aida, Kimikazu 2.1

Mgmt Against For Elect Director Nakanishi, Naoyoshi 2.2


Mgmt Against For Elect Director Yap Teck Meng 2.3


Mgmt Against For Elect Director Suzuki, Toshihiko 2.4


Mgmt Against For Elect Director Kawakami, Masahiro 2.5


Mgmt Against For Elect Director Oiso, Kimio 2.6


Mgmt For For Elect Director Gomi, Hirofumi 2.7

Mgmt Against For Appoint Statutory Auditor Matsumoto, Shigeo 3


Aiful Corp. Meeting Date: 06/26/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Fukuda, Yoshitaka Mgmt For Against

Page 56 of 2,968



Aiful Corp. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt Against For Elect Director Sato, Masayuki 1.2


Mgmt Against For Elect Director Oishi, Kazumitsu 1.3


Mgmt Against For Elect Director Nakagawa, Tsuguo 1.4


Mgmt Against For Elect Director Fukuda, Mitsuhide 1.5


Mgmt Against For Elect Director Tanaka, Yoshiaki 1.6


Mgmt Against For Elect Director Uemura, Hiroshi 1.7


Mgmt Against For Elect Director Masui, Keiji 1.8


Mgmt Against For Elect Director and Audit Committee Member Shimamura, Minoru

2


Mgmt For For Elect Alternate Director and Audit Committee Member Imada, Satoru

3

Air Lease Corporation Meeting Date: 05/09/2018 Country: USA

Meeting Type: Annual Ticker: AL

Primary ISIN: US00912X3026 Primary SEDOL: B3XS562

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Matthew J. Hart Mgmt For For

Mgmt For For Elect Director Cheryl Gordon Krongard 1b

Page 57 of 2,968



Air Lease Corporation Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director Marshall O. Larsen 1c

Mgmt For For Elect Director Robert A. Milton 1d

Mgmt For For Elect Director John L. Plueger 1e

Mgmt For For Elect Director Ian M. Saines 1f

Mgmt For For Elect Director Ronald D. Sugar 1g

Mgmt For For Elect Director Steven F. Udvar-Hazy 1h



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, 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. Lastly, 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.


Air Transport Services Group, Inc. Meeting Date: 05/10/2018 Country: USA

Meeting Type: Annual Ticker: ATSG

Primary ISIN: US00922R1059 Primary SEDOL: 2938002

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Richard M. Baudouin Mgmt For For

Mgmt For For Elect Director Raymond E. Johns, Jr. 1b

Mgmt For For Elect Director Joseph C. Hete 1c

Mgmt For For Elect Director Randy D. Rademacher 1d

Mgmt For For Elect Director J. Christopher Teets 1e

Page 58 of 2,968



Air Transport Services Group, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Elect Director Jeffrey J. Vorholt 1f

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 Approve Increase in Size of Board 2



4

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. 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 Eliminate Supermajority Vote Requirement 6



Air Water Inc. Meeting Date: 06/27/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Toyoda, Masahiro Mgmt For For

Mgmt Against For Elect Director Imai, Yasuo 1.2


Mgmt Against For Elect Director Toyoda, Kikuo 1.3


Mgmt For For Elect Director Shirai, Kiyoshi 1.4

Page 59 of 2,968



Air Water Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Elect Director Karato, Yu 1.5


Mgmt Against For Elect Director Matsubara, Yukio 1.6


Mgmt Against For Elect Director Machida, Masato 1.7


Mgmt Against For Elect Director Tsutsumi, Hideo 1.8


Mgmt Against For Elect Director Murakami, Yukio 1.9


Mgmt Against For Elect Director Nagata, Minoru 1.10


Mgmt Against For Elect Director Sogabe, Yasushi 1.11


Mgmt Against For Elect Director Kawata, Hirokazu 1.12


Mgmt Against For Elect Director Shiomi, Yoshio 1.13


Mgmt Against For Elect Director Kajiwara, Katsumi 1.14


Mgmt Against For Elect Director Iinaga, Atsushi 1.15


Mgmt Against For Elect Director Komura, Kosuke 1.16


Mgmt Against For Elect Director Toyonaga, Akihiro 1.17


Page 60 of 2,968



Air Water Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Elect Director Matsubayashi, Ryosuke 1.18


Mgmt For For Elect Director Sakamoto, Yukiko 1.19

Mgmt For For Elect Director Shimizu, Isamu 1.20

Aircastle Limited Meeting Date: 05/18/2018 Country: Bermuda

Meeting Type: Annual Ticker: AYR

Primary ISIN: BMG0129K1045 Primary SEDOL: B1BDJQ3

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Giovanni Bisignani 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

Mgmt For For Elect Director Takayuki Sakakida 1.2


Mgmt For For Elect Director Gentaro Toya 1.3


Mgmt For For Elect Director Peter V. Ueberroth 1.4


Mgmt For For Approve Ernst & Young, LLP as Auditors and Authorize Board to Fix Their Remuneration

2

Mgmt Against For Adopt Majority Voting for Election of Directors 3a

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 Amend Advance Notice Provisions for Shareholder Proposals and Director Nominations

3b

Page 61 of 2,968



Aircastle Limited Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Eliminate Provisions Related to Fortress Investment III LP and Modify Certain Additional Provisions to Reflect Changes in Bermuda Law

3c


4

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.

Aisan Industry Meeting Date: 06/13/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt For For Elect Director Nomura, Tokuhisa 2.1

Mgmt Against For Elect Director Nakano, Masataka 2.2


Mgmt Against For Elect Director Ishida, Tomoya 2.3


Mgmt Against For Elect Director Takagi, Takaaki 2.4


Mgmt Against For Elect Director Nakane, Toru 2.5


Mgmt Against For Elect Director Kosaka, Yoshifumi 2.6


Mgmt Against For Elect Director Iwata, Hitoshi 2.7


Mgmt For For Elect Director Tsuge, Satoe 2.8

Page 62 of 2,968



Aisan Industry Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Appoint Statutory Auditor Torii, Hisanao 3.1


Mgmt Against For Appoint Statutory Auditor Kishi, Hirohisa 3.2


Mgmt Against For Appoint Statutory Auditor Yamanaka, Akihiro 3.3


Mgmt Against For Approve Stock Option Plan 4



Aisin Seiki Co. Ltd. Meeting Date: 06/19/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt For For Elect Director Toyoda, Kanshiro 2.1

Mgmt Against For Elect Director Mitsuya, Makoto 2.2


Mgmt Against For Elect Director Okabe, Hitoshi 2.3


Mgmt Against For Elect Director Usami, Kazumi 2.4


Mgmt Against For Elect Director Nishikawa, Masahiro 2.5


Page 63 of 2,968



Aisin Seiki Co. Ltd. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Elect Director Uenaka, Hiroshi 2.6


Mgmt Against For Elect Director Ozaki, Kazuhisa 2.7


Mgmt Against For Elect Director Shimizu, Kanichi 2.8


Mgmt For For Elect Director Kobayashi, Toshio 2.9

Mgmt For For Elect Director Haraguchi, Tsunekazu 2.10

Mgmt For For Elect Director Hamada, Michiyo 2.11

Mgmt For For Elect Director Ise, Kiyotaka 2.12

Mgmt Against For Elect Director Mizushima, Toshiyuki 2.13


Mgmt Against For Elect Director Amakusa, Haruhiko 2.14


Mgmt For For Appoint Statutory Auditor Takasu, Hikaru 3


Ajinomoto Co. Inc. Meeting Date: 06/26/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt For For Appoint Statutory Auditor Amano, Hideki 2

Page 64 of 2,968



AK Steel Holding Corporation Meeting Date: 05/24/2018 Country: USA

Meeting Type: Annual Ticker: AKS


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

A1 Elect Director Dennis C. Cuneo Mgmt For For

Mgmt For For Elect Director Sheri H. Edison A2

Mgmt Against For Elect Director Mark G. Essig A3


Mgmt For For Elect Director William K. Gerber A4

Mgmt For For Elect Director Gregory B. Kenny A5

Mgmt For For Elect Director Ralph S. Michael, III A6

Mgmt For For Elect Director Roger K. Newport A7

Mgmt Against For Elect Director James A. Thomson A8

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 Dwayne A. Wilson A9

Mgmt For For Elect Director Vicente Wright A10

Mgmt For For Elect Director Arlene M. Yocum A11

Mgmt For For Ratify Ernst & Young LLP as Auditors B


C

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, 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.

Akamai Technologies, Inc. Meeting Date: 06/01/2018 Country: USA

Meeting Type: Annual Ticker: AKAM

Primary ISIN: US00971T1016 Primary SEDOL: 2507457

Page 65 of 2,968



Akamai Technologies, Inc.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Jill Greenthal Mgmt For For

Mgmt For For Elect Director Daniel Hesse 1.2

Mgmt For For Elect Director F. Thomson Leighton 1.3

Mgmt For For Elect Director William Wagner 1.4




3



Akatsuki Inc. Meeting Date: 06/19/2018 Country: Japan


Primary ISIN: JP3107000006 Primary SEDOL: BYXBLB5

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Akebono Brake Industry Co. Ltd. Meeting Date: 06/15/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Elect Director Okazaki, Ken Mgmt For For

Page 66 of 2,968



Akebono Brake Industry Co. Ltd. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Appoint Statutory Auditor Shinoda, Tatsuya 2.1


Mgmt For For Appoint Statutory Auditor Takahashi, Hitoshi 2.2

Mgmt Against For Appoint Statutory Auditor Itagaki, Yuji 2.3




Akita Bank 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 Adopt Board Structure with Audit Committee - Amend Provisions on Number of Directors - Authorize Directors to Execute Day to Day Operations without Full Board Approval - Indemnify Directors

2

Mgmt Against For Elect Director Minatoya, Takao 3.1


Mgmt Against For Elect Director Araya, Akihiro 3.2


Mgmt Against For Elect Director Sasaki, Toshiyuki 3.3


Mgmt Against For Elect Director Takada, Masayuki 3.4


Page 67 of 2,968



Akita Bank Ltd. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Elect Director Kudo, Takanori 3.5


Mgmt Against For Elect Director Handa, Naoki 3.6


Mgmt Against For Elect Director Kato, Takashi 3.7


Mgmt Against For Elect Director Tsuchiya, Masato 3.8


Mgmt Against For Elect Director Nishimura, Kiichiro 3.9


Mgmt Against For Elect Director Tsuji, Yoshiyuki 3.10


Mgmt For For Elect Director Sakaki, Junichi 3.11

Mgmt Against For Elect Director and Audit Committee Member Ono, Hideto

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 Sato, Masahiko

4.2


Mgmt Against For Elect Director and Audit Committee Member Kitajima, Masashi

4.3


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

4.4


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

4.5

Mgmt Against For Elect Alternate Director and Audit Committee Member Matsui, Hideki

5

Voter Rationale: The audit committee should be majority independent - and companies should strive to make them fully independent.


6

Page 68 of 2,968



Akita Bank Ltd. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


7

Mgmt Against For Approve Deep Discount Stock Option Plan 8


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

9

Alamo Group Inc. Meeting Date: 05/03/2018 Country: USA

Meeting Type: Annual Ticker: ALG


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Roderick R. Baty Mgmt For For

Mgmt For For Elect Director Robert P. Bauer 1.2

Mgmt For For Elect Director Eric P. Etchart 1.3

Mgmt For For Elect Director David W. Grzelak 1.4

Mgmt For For Elect Director Tracy C. Jokinen 1.5

Mgmt For For Elect Director Richard W. Parod 1.6

Mgmt For For Elect Director Ronald A. Robinson 1.7

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. 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.


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, 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 69 of 2,968



Alaska Communications Systems Group, Inc. Meeting Date: 06/25/2018 Country: USA

Meeting Type: Annual Ticker: ALSK

Primary ISIN: US01167P1012 Primary SEDOL: 2521446

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Edward (Ned) J. Hayes, Jr. Mgmt For For

Mgmt For For Elect Director Wayne Barr, Jr. 1.2

Mgmt For For Elect Director Margaret L. Brown 1.3

Mgmt For For Elect Director David W. Karp 1.4

Mgmt For For Elect Director Peter D. Ley 1.5

Mgmt For For Elect Director Robert M. Pons 1.6

Mgmt For For Elect Director Brian A. Ross 1.7

Mgmt For For Elect Director Anand Vadapalli 1.8


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, 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. 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.


Voter Rationale: This plan could lead to excessive dilution. 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. 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 Moss Adams LLP as Auditors 4

Mgmt For For Adopt NOL Rights Plan (NOL Pill) 5

Albany International Corp. Meeting Date: 05/11/2018 Country: USA

Meeting Type: Annual Ticker: AIN


Page 70 of 2,968



Albany International Corp.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director John F. Cassidy, Jr. Mgmt For For

Mgmt For For Elect Director Edgar G. Hotard 1.2

Mgmt Withhold For Elect Director Erland E. Kailbourne 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 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.

Mgmt For For Elect Director Katharine L. Plourde 1.4

Mgmt Withhold For Elect Director John R. Scannell 1.5


Mgmt Withhold For Elect Director Christine L. Standish 1.6

Voter Rationale: Directors who represent major shareholders are not sufficiently independent to serve on key committees as their interests may not be well aligned with the wider group of shareholders. 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 A. William Higgins 1.7

Mgmt For For Elect Director Kenneth W. Krueger 1.8

Mgmt For For Elect Director Olivier M. Jarrault 1.9

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 Lee C. Wortham 1.10



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. 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, 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.

Mgmt For For Approve Outside Director Stock Awards/Options in Lieu of Cash

4

Page 71 of 2,968



Albemarle Corporation Meeting Date: 05/08/2018 Country: USA

Meeting Type: Annual Ticker: ALB


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Advisory Vote to Ratify Named Executive Officers' Compensation

Mgmt For Against

Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance. Moreover, significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors.

Mgmt For For Elect Director Mary Lauren Brlas 2a

Mgmt For For Elect Director William H. Hernandez 2b

Mgmt For For Elect Director Luther C. Kissam, IV 2c

Mgmt For For Elect Director Douglas L. Maine 2d

Mgmt For For Elect Director J. Kent Masters 2e

Mgmt For For Elect Director James J. O'Brien 2f

Mgmt For For Elect Director Diarmuid B. O'Connell 2g

Mgmt For For Elect Director Dean L. Seavers 2h

Mgmt For For Elect Director Gerald A. Steiner 2i

Mgmt For For Elect Director Harriett Tee Taggart 2j

Mgmt For For Elect Director Alejandro Wolff 2k

Mgmt For For Adopt Majority Vote to Approve Extraordinary Transactions

3




Alder BioPharmaceuticals, Inc. Meeting Date: 05/23/2018 Country: USA

Meeting Type: Annual Ticker: ALDR

Primary ISIN: US0143391052 Primary SEDOL: BLZHCS4

Page 72 of 2,968



Alder BioPharmaceuticals, Inc.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Paul B. Cleveland Mgmt For For


Mgmt Withhold For Elect Director Stephen M. Dow 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. 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 Withhold For Elect Director A. Bruce Montgomery 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, 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.


Alexander & Baldwin, Inc. Meeting Date: 04/24/2018 Country: USA

Meeting Type: Annual Ticker: ALEX

Primary ISIN: US0144911049 Primary SEDOL: B827VB2

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Christopher J. Benjamin Mgmt For For

Mgmt Withhold For Elect Director W. Allen Doane 1.2


Page 73 of 2,968



Alexander & Baldwin, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director Robert S. Harrison 1.3

Mgmt For For Elect Director David C. Hulihee 1.4

Mgmt For For Elect Director Stanley M. Kuriyama 1.5

Mgmt For For Elect Director Thomas A. Lewis, Jr. 1.6

Mgmt For For Elect Director Douglas M. Pasquale 1.7

Mgmt For For Elect Director Michele K. Saito 1.8

Mgmt For For Elect Director Jenai S. Wall 1.9

Mgmt Withhold For Elect Director Eric K. Yeaman 1.10



2

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



Alexander's, Inc. Meeting Date: 05/17/2018 Country: USA

Meeting Type: Annual Ticker: ALX


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director David M. Mandelbaum 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, 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. 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

Page 74 of 2,968



Alexander's, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Withhold For Elect Director Arthur I. Sonnenblick 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. 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. 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.

Mgmt Withhold For Elect Director Richard R. West 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. 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. 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.



Alexandria Real Estate Equities, Inc. Meeting Date: 05/22/2018 Country: USA

Meeting Type: Annual Ticker: ARE


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Joel S. Marcus Mgmt For For


Mgmt For For Elect Director Steven R. Hash 1.2

Mgmt Against For Elect Director John L. Atkins, III 1.3

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

Page 75 of 2,968



Alexandria Real Estate Equities, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Elect Director James P. Cain 1.4


Mgmt Against For Elect Director Maria C. Freire 1.5


Mgmt Against For Elect Director Richard H. Klein 1.6


Mgmt For For Elect Director James H. Richardson 1.7

Voter Rationale: Directors with significant business ties to the company are not sufficiently independent to serve on key committees.

Mgmt For For Elect Director Michael A. Woronoff 1.8


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



Alexion Pharmaceuticals, Inc. Meeting Date: 05/08/2018 Country: USA

Meeting Type: Annual Ticker: ALXN


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Felix J. Baker Mgmt For For

Mgmt For For Elect Director David R. Brennan 1.2

Page 76 of 2,968



Alexion Pharmaceuticals, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director Christopher J. Coughlin 1.3

Mgmt For For Elect Director Deborah Dunsire 1.4

Mgmt Against For Elect Director Paul Friedman 1.5


Mgmt For For Elect Director Ludwig N. Hantson 1.6

Mgmt For For Elect Director John T. Mollen 1.7

Mgmt For For Elect Director Francois Nader 1.8

Mgmt For For Elect Director Judith Reinsdorf 1.9

Mgmt For For Elect Director Andreas Rummelt 1.10



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, 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. Lastly, 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.



Alfa Laval AB Meeting Date: 04/23/2018 Country: Sweden

Meeting Type: Annual Ticker: ALFA

Primary ISIN: SE0000695876 Primary SEDOL: 7332687

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Open Meeting Mgmt

Page 77 of 2,968



Alfa Laval AB Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Chairman of Meeting 2

Mgmt For For Prepare and Approve List of Shareholders 3

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 Board's Report; Receive Committees' Report

8

Mgmt Receive Financial Statements and Statutory Reports

9


10a

Mgmt For For Approve Allocation of Income and Dividends of SEK 4.25 Per Share

10b

Mgmt For For Approve Discharge of Board and President 10c

Mgmt Receive Nomination Committee's Report 11

Mgmt For For Determine Number of Directors (7) and Deputy Directors (0) of Board; Fix Number of Auditors (2) and Deputy Auditors (2)

12

Mgmt For For Approve Remuneration of Directors in the Amount of SEK 1.68 Million to the Chairman and SEK 560,000 to Other Directors; Approve Remuneration of Committee Work; Approve Remuneration of Auditors

13

Mgmt Against For Reelect Anders Narvinger (Chairman), Finn Rausing, Jorn Rausing, Ulf Wiinberg, Margareth Ovrum and Anna Ohlsson-Leijon as Directors; Elect Henrik Lange as New Director; Ratify Staffan Landen and Karoline Tedeval as Auditors

14

Voter Rationale: The board should submit directors for re-election individually, rather than as a single slate and ensure that there is sufficient level of independence on the board.

Mgmt Against For Approve Remuneration Policy And Other Terms of Employment For Executive Management

15

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, 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.

Mgmt For For Approve Nomination Committee Procedures 16


Page 78 of 2,968



Alfresa Holdings Corp. Meeting Date: 06/26/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For Elect Director Kanome, Hiroyuki 2.1

Mgmt For For Elect Director Kubo, Taizo 2.2

Mgmt Against For Elect Director Miyake, Shunichi 2.3


Mgmt Against For Elect Director Masunaga, Koichi 2.4


Mgmt Against For Elect Director Izumi, Yasuki 2.5


Mgmt Against For Elect Director Arakawa, Ryuji 2.6


Mgmt Against For Elect Director Katsuki, Hisashi 2.7


Mgmt Against For Elect Director Shimada, Koichi 2.8


Mgmt For For Elect Director Terai, Kimiko 2.9

Mgmt Against For Elect Director Yatsurugi, Yoichiro 2.10


Mgmt For For Elect Director Konno, Shiho 2.11

Mgmt For For Appoint Statutory Auditor Kuwayama, Kenji 3.1

Mgmt For For Appoint Statutory Auditor Ito, Takashi 3.2

Mgmt For For Appoint Alternate Statutory Auditor Ueda, Yuji 4

Page 79 of 2,968



Align Technology, Inc. Meeting Date: 05/16/2018 Country: USA

Meeting Type: Annual Ticker: ALGN


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Kevin J. Dallas Mgmt For For

Mgmt For For Elect Director Joseph M. Hogan 1.2

Mgmt Against For Elect Director Joseph Lacob 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.

Mgmt Against For Elect Director C. Raymond Larkin, Jr. 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. 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 George J. Morrow 1.5

Mgmt Against For Elect Director Thomas M. Prescott 1.6


Mgmt For For Elect Director Andrea L. Saia 1.7

Mgmt Against For Elect Director Greg J. Santora 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 Susan E. Siegel 1.9

Mgmt Against For Elect Director Warren S. Thaler 1.10

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.

Page 80 of 2,968



Align Technology, Inc. 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.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.

Alkermes plc Meeting Date: 05/23/2018 Country: Ireland

Meeting Type: Annual Ticker: ALKS

Primary ISIN: IE00B56GVS15 Primary SEDOL: B3P6D26

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Floyd E. Bloom Mgmt For For

Mgmt For For Elect Director Nancy L. Snyderman 1.2

Mgmt For For Elect Director Nancy J. Wysenski 1.3


2


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

4


Alleghany Corporation Meeting Date: 04/27/2018 Country: USA

Meeting Type: Annual Ticker: Y


Page 81 of 2,968



Alleghany Corporation

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director William K. Lavin Mgmt For Against


Mgmt For For Elect Director Phillip M. Martineau 1b


Mgmt For For Elect Director Raymond L.M. Wong 1c




3


Allegheny Technologies Incorporated Meeting Date: 05/10/2018 Country: USA

Meeting Type: Annual Ticker: ATI


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Herbert J. Carlisle Mgmt For For


Page 82 of 2,968



Allegheny Technologies Incorporated Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Elect Director Diane C. Creel 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, 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. In addition, this director is not sufficiently independent to serve as the independent lead director.

Mgmt For For Elect Director John R. Pipski 1.3


Mgmt Against For Elect Director James E. Rohr 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, 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.


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, the remuneration committee should not allow vesting of incentive awards for below median performance.



Allegiance Bancshares, Inc. Meeting Date: 04/27/2018 Country: USA

Meeting Type: Annual Ticker: ABTX

Primary ISIN: US01748H1077 Primary SEDOL: BYV3856

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Robert Ivany Mgmt For For


Page 83 of 2,968



Allegiance Bancshares, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director William 'Nick' S. Nichols, III 1.2


Mgmt For For Elect Director Steven F. Retzloff 1.3


Mgmt For For Elect Director Raimundo Riojas E. 1.4


Mgmt For For Elect Director Fred S. Robertson 1.5


Mgmt For For Elect Director Ramon A. Vitulli, III 1.6


Mgmt For For Ratify Crowe Horwath LLP as Auditors 2

Allegiant Travel Company Meeting Date: 06/28/2018 Country: USA

Meeting Type: Annual Ticker: ALGT

Primary ISIN: US01748X1028 Primary SEDOL: B15M2C3

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1A Elect Director Maurice J. Gallagher, Jr. Mgmt For For


Mgmt For For Elect Director Montie Brewer 1B

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 Gary Ellmer 1C


Page 84 of 2,968



Allegiant Travel Company Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Elect Director Linda A. Marvin 1D


Mgmt For For Elect Director Charles W. Pollard 1E


Mgmt For For Elect Director John Redmond 1F


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.


SH For Against Adopt Proxy Access Right 4

Voter Rationale: Shareholders should have the right to reasonable access to the proxy, including the nomination of directors to the board. Such a practice encourages greater accountability of directors to the shareholders whose interests they represent. Similar proxy access in other developed markets has not lead to problematic elections, as some companies fear.

Allegion plc Meeting Date: 06/05/2018 Country: Ireland

Meeting Type: Annual Ticker: ALLE

Primary ISIN: IE00BFRT3W74 Primary SEDOL: BFRT3W7

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Carla Cico Mgmt For For

Mgmt Against For Elect Director Kirk S. Hachigian 1b


Mgmt For For Elect Director Nicole Parent Haughey 1c

Mgmt For For Elect Director David D. Petratis 1d


Mgmt For For Elect Director Dean I. Schaffer 1e

Mgmt For For Elect Director Charles L. Szews 1f

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

Page 85 of 2,968



Allegion plc 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. Moreover, the remuneration committee should not allow vesting of incentive awards for below median performance.

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

3

Mgmt For For Authorize Issuance of Equity with Preemptive Rights

4

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

5

Allergan plc Meeting Date: 05/02/2018 Country: Ireland

Meeting Type: Annual Ticker: AGN

Primary ISIN: IE00BY9D5467 Primary SEDOL: BY9D546

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Nesli Basgoz Mgmt For For

Mgmt Against For Elect Director Paul M. Bisaro 1b


Mgmt For For Elect Director Joseph H. Boccuzi 1c

Mgmt For For Elect Director Christopher W. Bodine 1d

Mgmt For For Elect Director Adriane M. Brown 1e

Mgmt For For Elect Director Christopher J. Coughlin 1f

Mgmt For For Elect Director Carol Anthony 'John' Davidson 1g

Mgmt Against For Elect Director Catherine M. Klema 1h

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 Peter J. McDonnell 1i

Page 86 of 2,968



Allergan plc Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director Patrick J. O'Sullivan 1j

Mgmt For For Elect Director Brenton L. Saunders 1k


Mgmt Against For Elect Director Fred G. Weiss 1l

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.


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, 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


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

4


5A


5B



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

Meeting Type: Annual Ticker: ALE

Primary ISIN: US0185223007 Primary SEDOL: B02R1L6

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Kathryn W. Dindo Mgmt For For

Page 87 of 2,968



ALLETE, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director Sidney W. Emery, Jr. 1b

Mgmt For For Elect Director George G. Goldfarb 1c

Mgmt For For Elect Director James S. Haines, Jr. 1d


Mgmt For For Elect Director Alan R. Hodnik 1e


Mgmt For For Elect Director James J. Hoolihan 1f


Mgmt Against For Elect Director Heidi E. Jimmerson 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. Also, this director is not sufficiently independent to serve as the independent lead director.

Mgmt Against For Elect Director Madeleine W. Ludlow 1h

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, 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 Susan K. Nestegard 1i

Mgmt For For Elect Director Douglas C. Neve 1j


Mgmt For For Elect Director Robert P. Powers 1k

Mgmt For For Elect Director Leonard C. Rodman 1l



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 88 of 2,968



Alliance Data Systems Corporation Meeting Date: 06/06/2018 Country: USA

Meeting Type: Annual Ticker: ADS


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Bruce K. Anderson 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 Against For Elect Director Roger H. Ballou 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. 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 Kelly J. Barlow 1.3

Mgmt Against For Elect Director E. Linn Draper, Jr. 1.4


Mgmt For For Elect Director Edward J. Heffernan 1.5

Mgmt Against For Elect Director Kenneth R. Jensen 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. 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 Robert A. Minicucci 1.7


Mgmt For For Elect Director Timothy J. Theriault 1.8

Mgmt For For Elect Director Laurie A. Tucker 1.9

Page 89 of 2,968



Alliance Data Systems Corporation 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. In addition, the remuneration committee should not allow vesting of incentive awards for below median performance. Moreover, companies should not extend vesting periods or allow re-testing of performance targets because this weakens the effectiveness of incentive schemes.


Alliant Energy Corporation Meeting Date: 05/17/2018 Country: USA

Meeting Type: Annual Ticker: LNT


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Dean C. Oestreich 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 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, 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 Carol P. Sanders 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 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. 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.


2

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.


Page 90 of 2,968



Alliant Energy Corporation Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

SH For Against Report on Political Contributions 4


Allianz SE Meeting Date: 05/09/2018 Country: Germany

Meeting Type: Annual Ticker: ALV

Primary ISIN: DE0008404005 Primary SEDOL: 5231485

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

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

Mgmt

Mgmt For For Approve Allocation of Income and Dividends of EUR 8.00 per Share

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: A vote FOR the discharge of the management board (Item 3) is warranted as there is no evidence that the board has not fulfilled its fiduciary duty.However, a qualified vote FOR the discharge of the supervisory board (Item 4) is warranted in light of its failure to put a say-on-pay resolution on a general meeting agenda since 2010.

Mgmt For For Approve Creation of EUR 335 Million Pool of Capital with Partial Exclusion of Preemptive Rights

5

Mgmt For For Approve Creation of EUR 15 Million Pool of Capital for Employee Stock Purchase Plan

6

Mgmt For For Approve Issuance of Warrants/Bonds with Warrants Attached/Convertible Bonds without Preemptive Rights up to Aggregate Nominal Amount of EUR 15 Billion; Approve Creation of EUR 250 Million Pool of Capital to Guarantee Conversion Rights

7

Mgmt For For Authorize Acquisition of Repurchased Shares for Trading Purposes

8

Mgmt For For Authorize Share Repurchase Program and Reissuance or Cancellation of Repurchased Shares without Preemptive Rights

9

Page 91 of 2,968



Allianz SE Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Authorize Use of Financial Derivatives when Repurchasing Shares

10

Voter Rationale: Any request to use financial derivatives when repurchasing shares should be fully explained and justified by the company.

Mgmt For For Approve Remuneration of Supervisory Board 11

Mgmt For For Approve Control Agreement with Allianz Asset Management GmbH

12

Mgmt For For Approve Affiliation Agreement with Allianz Climate Solutions GmbH

13

Allied Motion Technologies Inc. Meeting Date: 05/02/2018 Country: USA

Meeting Type: Annual Ticker: AMOT


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Richard D. Federico Mgmt For For


Mgmt For For Elect Director Gerald J. (Bud) Laber 1.2


Mgmt For For Elect Director Richard D. Smith 1.3

Mgmt For For Elect Director James J. Tanous 1.4

Mgmt For For Elect Director Timothy T. Tevens 1.5

Mgmt For For Elect Director Richard S. Warzala 1.6


Mgmt For For Elect Director Michael R. Winter 1.7


2

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. 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 92 of 2,968



Allied Motion Technologies Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Ratify EKS&H LLP as Auditors 3

Allied Properties Real Estate Investment Trust Meeting Date: 05/10/2018 Country: Canada

Meeting Type: Annual Ticker: AP.UN

Primary ISIN: CA0194561027 Primary SEDOL: 2387701

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Trustee Gerald R. Connor 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. Furthermore, 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 Trustee Lois Cormack 1.2

Mgmt Withhold For Elect Trustee Gordon R. Cunningham 1.3


Mgmt For For Elect Trustee Michael R. Emory 1.4

Mgmt Withhold For Elect Trustee James Griffiths 1.5


Mgmt For For Elect Trustee Margaret T. Nelligan 1.6

Mgmt For For Elect Trustee Ralph T. Neville 1.7

Mgmt For For Elect Trustee Peter Sharpe 1.8

Mgmt For For Approve Deloitte LLP as Auditors and Authorize Trustees to Fix Their Remuneration

2

Allscripts Healthcare Solutions, Inc. Meeting Date: 05/21/2018 Country: USA

Meeting Type: Annual Ticker: MDRX


Page 93 of 2,968



Allscripts Healthcare Solutions, Inc.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1A Elect Director Mara G. Aspinall Mgmt For For

Mgmt For For Elect Director Paul M. Black 1B

Mgmt For For Elect Director P. Gregory Garrison 1C

Mgmt For For Elect Director Jonathan J. Judge 1D

Mgmt For For Elect Director Michael A. Klayko 1E

Mgmt For For Elect Director Yancey L. Spruill 1F

Mgmt For For Elect Director Dave B. Stevens 1G

Mgmt For For Elect Director David D. Stevens 1H

Mgmt For For Amend Qualified Employee Stock Purchase Plan 2



4

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

Ally Financial Inc. Meeting Date: 05/08/2018 Country: USA

Meeting Type: Annual Ticker: ALLY

Primary ISIN: US02005N1000 Primary SEDOL: B72XK05

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Franklin W. Hobbs Mgmt For Against


Mgmt For For Elect Director Kenneth J. Bacon 1.2

Mgmt For For Elect Director Maureen A. Breakiron-Evans 1.3

Mgmt For For Elect Director William H. Cary 1.4

Mgmt For For Elect Director Mayree C. Clark 1.5

Mgmt For For Elect Director Kim S. Fennebresque 1.6

Mgmt For For Elect Director Marjorie Magner 1.7

Page 94 of 2,968



Ally Financial Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director John J. Stack 1.8

Mgmt For For Elect Director Michael F. Steib 1.9

Mgmt For For Elect Director Jeffrey J. Brown 1.10


2




Alnylam Pharmaceuticals, Inc. Meeting Date: 05/10/2018 Country: USA

Meeting Type: Annual Ticker: ALNY

Primary ISIN: US02043Q1076 Primary SEDOL: B00FWN1

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Dennis A. Ausiello Mgmt For For


Mgmt Against For Elect Director John K. Clarke 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. 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. 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 Marsha H. Fanucci 1c


Mgmt For For Elect Director David E.I. Pyott 1d


Page 95 of 2,968



Alnylam Pharmaceuticals, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


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. 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: 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.


Alpha Bank AE Meeting Date: 06/29/2018 Country: Greece

Meeting Type: Annual Ticker: ALPHA

Primary ISIN: GRS015003007 Primary SEDOL: BZ1MXR7

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



1

Mgmt For For Approve Discharge of Board and Auditors 2

Mgmt For For Approve Auditors and Fix Their Remuneration 3

Mgmt For For Approve Director Remuneration 4

Mgmt For For Ratify Johannes Herman Frederik Umbgrove as Director and Member of Audit Committee

5

Mgmt For For Re-elect Georgios Aronis as Director 6.1

Mgmt Against For Re-elect Efthimios Vidalis as Director 6.2

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.

Mgmt For For Re-elect Artemis Theodoridis as Director 6.3

Mgmt For For Re-elect Demetrios Mantzounis as Director 6.4

Page 96 of 2,968



Alpha Bank AE Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Re-elect Vassilios Rapanos as Director 6.5

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. Additionally, 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 Re-elect Spyros Filaretos as Director 6.6

Mgmt Against For Elect Jean Cheval as Director 6.7


Mgmt For For Re-elect Ibrahim Dabdoub as Director 6.8

Mgmt For For Re-elect Carolyn Dittmeier as Director 6.9

Mgmt For For Re-elect Richard Gildea as Director 6.10

Mgmt For For Re-elect Shahzad Shahbaz as Director 6.11

Mgmt For For Elect Johannes Herman Frederik Umbgrove as Director

6.12

Mgmt For For Re-elect Jan Vanhevel as Director 6.13

Mgmt For For Approve Severance Agreements with Executives 7

Mgmt For For Approve Saving Plans with Executives 8

Mgmt For For Amend Articles: Board-Related 9

Mgmt For For Authorize Board to Participate in Companies with Similar Business Interests

10

Alphabet Inc. Meeting Date: 06/06/2018 Country: USA

Meeting Type: Annual Ticker: GOOGL

Primary ISIN: US02079K3059 Primary SEDOL: BYVY8G0

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Larry Page Mgmt For For

Mgmt For For Elect Director Sergey Brin 1.2

Mgmt For For Elect Director Eric E. Schmidt 1.3

Page 97 of 2,968



Alphabet Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Withhold For Elect Director L. John Doerr 1.4

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. 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, 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 compensation committee has demonstrated poor pay stewardship as evidenced by the continued granting of outsized time-vesting equity awards and a lack of performance-based pay elements.

Mgmt For For Elect Director Roger W. Ferguson, Jr. 1.5

Mgmt For For Elect Director Diane B. Greene 1.6

Mgmt Withhold For Elect Director John L. Hennessy 1.7

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. 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.

Mgmt Withhold For Elect Director Ann Mather 1.8


Mgmt For For Elect Director Alan R. Mulally 1.9

Mgmt For For Elect Director Sundar Pichai 1.10

Mgmt Withhold For Elect Director K. Ram Shriram 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. 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, 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 compensation committee has demonstrated poor pay stewardship as evidenced by the continued granting of outsized time-vesting equity awards and a lack of performance-based pay elements.



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, 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. 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 98 of 2,968



Alphabet Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

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

4

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 and introduce sunset provisions that will resolve



SH For Against Report on Gender Pay Gap 6

Voter Rationale: The proposed enhanced disclosure would help the board and shareholders better assess existing and potential future risks related to human capital management.

SH Against Against Adopt Simple Majority Vote 7

Voter Rationale: Normally this type of proposal is considered worthy of support, but given the company's current vote structure, whereby the founders hold over 50%, it is not considered to be in the best interest of shareholders.

SH For Against Assess Feasibility of Including Sustainability as a Performance Measure for Senior Executive Compensation

8

Voter Rationale: Compensation committees should consider targets linking environmental and social management objectives to compensation where poor management of these can impact long-term shareholder value as this can be a vital component of corporate performance. Targets should be clearly disclosed and stretching, and the compensation policy should be designed to incentivize truly exceptional performance.

SH For Against Adopt a Policy on Board Diversity 9

Voter Rationale: We are encouraged by current disclosures on diversity management, although we think that the adoption of a matrix disclosure system will provide extra insight to shareholders.

SH For Against Report on Major Global Content Management Controversies

10

Voter Rationale: A report on assessing the effectiveness of enforcement of content policies could help provide shareholders with valuable information on how well the company is assessing and mitigating content-related controversies.

Alpine Electronics 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 Komeya, Nobuhiko 2.1

Page 99 of 2,968



Alpine Electronics Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Elect Director Endo, Koichi 2.2


Mgmt Against For Elect Director Kobayashi, Toshinori 2.3


Mgmt Against For Elect Director Taguchi, Shuji 2.4


Mgmt Against For Elect Director Ikeuchi, Yasuhiro 2.5


Mgmt Against For Elect Director Kawarada, Yoji 2.6


Mgmt Against For Elect Director Inoue, Shinji 2.7


Mgmt Against For Elect Director Ishibashi, Koji 2.8


Mgmt Against For Elect Director Kataoka, Masataka 2.9


Mgmt Against For Elect Director Motokawa, Yasushi 2.10


Mgmt Against For Elect Director and Audit Committee Member Kojima, Hideo

3.1


Mgmt For For Elect Director and Audit Committee Member Hasegawa, Satoko

3.2

Mgmt For For Elect Director and Audit Committee Member Yanagida, Naoki

3.3

Mgmt Against For Elect Director and Audit Committee Member Maeda, Shinji

3.4


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

3.5

Page 100 of 2,968



Alpine Electronics Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

SH For Against Approve Additional Dividend 4

Voter Rationale: A vote FOR this proposal is recommended because: - The company has sufficient cash and equivalents to enable it to pay dividends in the way requested by the dissident.

SH For Against Appoint Shareholder Director Nominee Okada, Naoki

5

Voter Rationale: A vote FOR this nominee is recommended because: - Dissident nominee Okada's appointment would likely benefit the board given his independence and managerial experience in the auto parts manufacturing industry.

SH Against Against Appoint Shareholder Director and Audit Committee Member Miyazawa, Nao

6

Voter Rationale: A vote AGAINST this nominee is recommended because:- The addition of dissident nominee Miyazawa appears less critical at this point given her lack of managerial experience and the fact that the board already has two attorneys.

Alps 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 Kuriyama, Toshihiro 2.1

Mgmt For For Elect Director Kimoto, Takashi 2.2

Mgmt For For Elect Director Sasao, Yasuo 2.3

Mgmt For For Elect Director Amagishi, Yoshitada 2.4

Mgmt For For Elect Director Kataoka, Masataka 2.5

Mgmt For For Elect Director Edagawa, Hitoshi 2.6

Mgmt For For Elect Director Daiomaru, Takeshi 2.7

Mgmt For For Elect Director Okayasu, Akihiko 2.8

Mgmt For For Elect Director Saeki, Tetsuhiro 2.9

Mgmt For For Elect Director Kega, Yoichiro 2.10

Mgmt For For Elect Director Sato, Hiroyuki 2.11

Mgmt For For Elect Director Izumi, Hideo 2.12

Mgmt For For Elect Director and Audit Committee Member Umehara, Junichi

3.1

Page 101 of 2,968



Alps Electric Co. Ltd. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director and Audit Committee Member Fujii, Yasuhiro

3.2

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

3.3

Mgmt For For Elect Director and Audit Committee Member Nakaya, Kazuya

3.4

Mgmt For For Elect Director and Audit Committee Member Toyoshi, Yoko

3.5

Mgmt For For Elect Alternate Director and Audit Committee Member Yamamoto, Takatoshi

4



Mgmt For For Amend Articles to Change Company Name - Amend Business Lines - Clarify Director Authority on Shareholder Meetings - Amend Provisions on Number of Directors - Clarify Director Authority on Board Meetings - Indemnify Directors

6

Mgmt For For Elect Director Kuriyama, Toshihiro in Connection with Merger

7.1

Mgmt For For Elect Director Komeya, Nobuhiko in Connection with Merger

7.2

Mgmt For For Elect Director Kimoto, Takashi in Connection with Merger

7.3

Mgmt For For Elect Director Endo, Koichi in Connection with Merger

7.4

Mgmt For For Elect Director Kega, Yoichiro in Connection with Merger

7.5

Mgmt For For Elect Director Kinoshita, Satoshi in Connection with Merger

7.6

Mgmt For For Elect Director and Audit Committee Member Umehara, Junichi in Connection with Merger

8.1

Mgmt For For Elect Director and Audit Committee Member Maeda, Shinji in Connection with Merger

8.2

Mgmt For For Elect Director and Audit Committee Member Iida, Takashi in Connection with Merger

8.3

Mgmt For For Elect Director and Audit Committee Member Hasegawa, Satoko in Connection with Merger

8.4

Mgmt For For Elect Director and Audit Committee Member Nakaya, Kazuya in Connection with Merger

8.5

Mgmt For For Elect Director and Audit Committee Member Toyoshi, Yoko in Connection with Merger

8.6

Page 102 of 2,968



alstria office REIT-AG Meeting Date: 04/26/2018 Country: Germany

Meeting Type: Annual Ticker: AOX

Primary ISIN: DE000A0LD2U1 Primary SEDOL: B1VP947

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt


2


3


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 KPMG AG as Auditors for Fiscal 2018/19 5

Mgmt For For Approve Creation of EUR 33.95 Million Pool of Capital with Preemptive Rights

6.1

Mgmt For For Exclude Preemptive Rights up to 5 percent of Share Capital Against Contributions in Cash for the Capital Pool proposed under Item 6.1

6.2

Mgmt For For Exclude Preemptive Rights up to 5 percent of Share Capital Against Contributions in Cash or in Kind for the Capital Pool proposed under Item 6.1

6.3

Altisource Portfolio Solutions S.A. Meeting Date: 05/15/2018 Country: Luxembourg

Meeting Type: Annual Ticker: ASPS

Primary ISIN: LU0445408270 Primary SEDOL: B3VL8R5

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Timo Vatto Mgmt For For

Mgmt For For Elect Director Orin S. Kramer 1b

Page 103 of 2,968



Altisource Portfolio Solutions S.A. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Elect Director W. Michael Linn 1c


Mgmt For For Elect Director Joseph L. Morettini 1d

Mgmt For For Elect Director Roland Muller-Ineichen 1e

Mgmt For For Elect Director William B. Shepro 1f

Mgmt For For Ratify Mayer Hoffman McCann P.C. as Independent Registered Auditors and Atwell S.a r.l. as Certified Auditor for Statutory Accounts

2

Mgmt For For Approve Financial Statements 3

Mgmt For For Receive and Approve Directors' and Auditors' Special Reports

4

Mgmt For For Approve Financial Statements and Allocation of Income

5

Mgmt For For Approve Discharge of Directors and Auditors 6

Mgmt Against For Approve Share Repurchase 7

Voter Rationale: Any share repurchase request in excess of 10% should be undertaken in exceptional circumstances only and be fully justified by the company.

Mgmt For For Approve Remuneration of Directors 8


9

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.

Altra Industrial Motion Corp. Meeting Date: 04/24/2018 Country: USA

Meeting Type: Annual Ticker: AIMC

Primary ISIN: US02208R1068 Primary SEDOL: B1L82T2

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Edmund M. Carpenter Mgmt For For

Page 104 of 2,968



Altra Industrial Motion Corp. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director Carl R. Christenson 1.2

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.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 Lyle G. Ganske 1.3

Mgmt For For Elect Director Margot L. Hoffman 1.4

Mgmt For For Elect Director Michael S. Lipscomb 1.5

Mgmt Withhold For Elect Director Larry P. McPherson 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 Thomas W. Swidarski 1.7

Mgmt For For Elect Director James H. Woodward, Jr. 1.8



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. 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.

Altran Technologies Meeting Date: 04/27/2018 Country: France

Meeting Type: Annual/Special Ticker: ALT

Primary ISIN: FR0000034639 Primary SEDOL: 4907732

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For Approve Financial Statements and Statutory Reports

1

Mgmt For For Approve Consolidated Financial Statements and Statutory Reports

2


3

Page 105 of 2,968



Altran Technologies Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Reelect Christian Bret as Director 4

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.

Mgmt For For Ratify Appointment of Jaya Vaidhyanathan as Director

5

Mgmt For For Authorize Repurchase of Up to 10 Million Shares 6

Mgmt Against For Approve Remuneration Policy of Chairman and CEO

7

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, 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-CEO 8

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, 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 Dominique Cerutti, Chairman and CEO

9

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, significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. 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 Compensation of Cyril Roger, Vice-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. 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 Extraordinary Business

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

11

Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 20 Million

12

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

13

Mgmt Against For Authorize up to 3 Percent of Issued Capital for Use in Restricted Stock Plans

14


Mgmt For For Set Total Limit for Capital Increase with or without Preemptive Rights to Result from Issuance Requests under Items 12 and 13 and under items 15, 16, 17, 18 and 19 of AGM held Apr. 28, 2017 at EUR 20 Million

15

Page 106 of 2,968



Altran Technologies Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Ordinary Business

Mgmt For For Authorize Filing of Required Documents/Other Formalities

16

Alumina Ltd. Meeting Date: 05/24/2018 Country: Australia

Meeting Type: Annual Ticker: AWC

Primary ISIN: AU000000AWC3 Primary SEDOL: 6954985

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

2 Approve Remuneration Report Mgmt For For

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. Furthermore, the long-term incentive plan is linked to a single performance target. Companies should base vesting levels on multiple performance criteria that reflect both absolute and relative financial metrics rather than a single performance criterion, and should stagger vesting to reward progressively better performance.

Mgmt For For Elect Emma Stein as Director 3a

Mgmt For For Elect Deborah O'Toole as Director 3b

Mgmt For For Elect John Bevan as Director 3c

Mgmt For For Approve Grant of Performance Rights to Mike Ferraro

4

Mgmt For For Approve Re-insertion of Proportional Takeover Provisions in Constitution

5

Amada Holdings 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 Okamoto, Mitsuo 2.1

Page 107 of 2,968



Amada Holdings Co., Ltd. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director Isobe, Tsutomu 2.2

Mgmt Against For Elect Director Shibata, Kotaro 2.3


Mgmt Against For Elect Director Kudo, Hidekazu 2.4


Mgmt Against For Elect Director Miwa, Kazuhiko 2.5


Mgmt For For Elect Director Mazuka, Michiyoshi 2.6

Mgmt For For Elect Director Chino, Toshitake 2.7

Mgmt Against For Elect Director Miyoshi, Hidekazu 2.8


Mgmt For For Appoint Alternate Statutory Auditor Murata, Makoto

3


AMAG Pharmaceuticals, Inc. Meeting Date: 06/07/2018 Country: USA

Meeting Type: Annual Ticker: AMAG

Primary ISIN: US00163U1060 Primary SEDOL: 2008121

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director William K. Heiden Mgmt For For

Mgmt For For Elect Director Barbara Deptula 1b

Mgmt For For Elect Director John A. Fallon 1c

Mgmt For For Elect Director Robert J. Perez 1d

Mgmt For For Elect Director Lesley Russell 1e

Mgmt Against For Elect Director Gino Santini 1f


Page 108 of 2,968



AMAG Pharmaceuticals, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director Davey S. Scoon 1g

Mgmt For For Elect Director James R. Sulat 1h


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. 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: 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. Moroever, 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.



Amano Corp. Meeting Date: 06/28/2018 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 Against For Appoint Statutory Auditor Nogawa, Bungo 3

Amazon.com, Inc. Meeting Date: 05/30/2018 Country: USA

Meeting Type: Annual Ticker: AMZN


Page 109 of 2,968



Amazon.com, Inc.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Jeffrey P. Bezos Mgmt For For


Mgmt Against For Elect Director Tom A. Alberg 1b


Mgmt For For Elect Director Jamie S. Gorelick 1c

Mgmt For For Elect Director Daniel P. Huttenlocher 1d

Mgmt For For Elect Director Judith A. McGrath 1e

Mgmt For For Elect Director Jonathan J. Rubinstein 1f

Mgmt Against For Elect Director Thomas O. Ryder 1g

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. Directors whose close family members are employed at the company 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.

Mgmt Against For Elect Director Patricia Q. Stonesifer 1h


Mgmt Against For Elect Director Wendell P. Weeks 1i





3


Page 110 of 2,968



Amazon.com, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

SH Adopt Policy on Board Diversity *Withdrawn Resolution*

4

Voter Rationale: We are encouraged by current disclosures on diversity management. The board should draw on the richest possible combination of talents and perspectives. In addition, board charters should affirm the value of individual diversity of all kinds including gender, ethnic origin, nationality, professional background and many other factors that may enhance the board's performance.



SH For Against Provide Vote Counting to Exclude Abstentions 6

Voter Rationale: Uninstructed broker votes should not be counted as indicating support for management automatically. Any uninstructed votes should be excluded from vote tallies.

Ambac Financial Group, Inc. Meeting Date: 05/18/2018 Country: USA

Meeting Type: Annual Ticker: AMBC

Primary ISIN: US0231398845 Primary SEDOL: B7ZKH46

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Alexander D. Greene Mgmt For For

Mgmt For For Elect Director Ian D. Haft 1.2

Mgmt For For Elect Director David L. Herzog 1.3

Mgmt For For Elect Director Joan Lamm-Tennant 1.4

Mgmt For For Elect Director Claude LeBlanc 1.5

Mgmt For For Elect Director C. James Prieur 1.6

Mgmt Withhold For Elect Director Jeffrey S. Stein 1.7



2



Page 111 of 2,968



AMC Entertainment Holdings, Inc. Meeting Date: 05/10/2018 Country: USA

Meeting Type: Annual Ticker: AMC

Primary ISIN: US00165C1045 Primary SEDOL: BH4HLL3

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Lloyd Hill Mgmt For For


Mgmt Withhold For Elect Director Maojun 'John' Zeng 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, 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, directors who represent major shareholders are not sufficiently independent to serve on key committees as their interests may not be well aligned with the wider group of shareholders. The compensation committee should be majority 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. Lastly, 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 Howard W. 'Hawk' Koch, Jr. 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, 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.



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.

Amedisys, Inc. Meeting Date: 06/06/2018 Country: USA

Meeting Type: Annual Ticker: AMED


Page 112 of 2,968



Amedisys, Inc.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1A Elect Director Linda J. Hall Mgmt For For

Mgmt For For Elect Director Julie D. Klapstein 1B

Mgmt For For Elect Director Paul B. Kusserow 1C

Mgmt For For Elect Director Richard A. Lechleiter 1D

Mgmt Withhold For Elect Director Jake L. Netterville 1E


Mgmt For For Elect Director Bruce D. Perkins 1F

Mgmt For For Elect Director Jeffrey A. Rideout 1G

Mgmt Withhold For Elect Director Donald A. Washburn 1H


Mgmt For For Elect Director Nathaniel M. Zilkha 1I


Mgmt For For Amend Omnibus Stock Plan 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. 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.


5

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. 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.

Page 113 of 2,968



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

Meeting Type: Annual Ticker: AEE


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Warner L. Baxter Mgmt For For


Mgmt For For Elect Director Catherine S. Brune 1b

Mgmt For For Elect Director J. Edward Coleman 1c

Mgmt For For Elect Director Ellen M. Fitzsimmons 1d

Mgmt For For Elect Director Rafael Flores 1e

Mgmt For For Elect Director Walter J. Galvin 1f

Mgmt For For Elect Director Richard J. Harshman 1g

Mgmt For For Elect Director Craig S. Ivey 1h

Mgmt Against For Elect Director Gayle P. W. Jackson 1i

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.

Mgmt Against For Elect Director James C. Johnson 1j


Mgmt For For Elect Director Steven H. Lipstein 1k

Mgmt For For Elect Director Stephen R. Wilson 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, the remuneration committee should not allow vesting of incentive awards for below median performance.



Page 114 of 2,968



Ameren Corporation Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

SH For Against Report on Coal Combustion Residual and Water Impacts

4

Voter Rationale: Coal combustion waste is receiving enhanced attention from regulators and the public in the US. The company should report on its strategy for managing this and other combustion byproducts, as well as any metrics and targets it is using to gauge performance.

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

Meeting Type: Annual Ticker: AMRC

Primary ISIN: US02361E1082 Primary SEDOL: B3SWPT2

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director David J. Corrsin Mgmt For For


Mgmt For For Elect Director George P. Sakellaris 1.2

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. 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.

Mgmt Withhold For Elect Director Joseph W. Sutton 1.3

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 audit committee should be fully 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 Ratify RSM US LLP as Auditors 2


Page 115 of 2,968



American Airlines Group Inc. Meeting Date: 06/13/2018 Country: USA

Meeting Type: Annual Ticker: AAL

Primary ISIN: US02376R1023 Primary SEDOL: BCV7KT2

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director James F. Albaugh Mgmt For For

Mgmt For For Elect Director Jeffrey D. Benjamin 1b

Mgmt For For Elect Director John T. Cahill 1c

Mgmt For For Elect Director Michael J. Embler 1d

Mgmt For For Elect Director Matthew J. Hart 1e

Mgmt For For Elect Director Alberto Ibarguen 1f

Mgmt For For Elect Director Richard C. Kraemer 1g

Mgmt For For Elect Director Susan D. Kronick 1h

Mgmt For For Elect Director Martin H. Nesbitt 1i

Mgmt For For Elect Director Denise M. O'Leary 1j

Mgmt For For Elect Director W. Douglas Parker 1k


Mgmt For For Elect Director Ray M. Robinson 1l



3

Mgmt For For Provide Right to Call Special Meeting 4

Voter Rationale: Holders of significant share capital should be entitled to call a special meeting.

SH For Against Amend Articles/Bylaws/Charter -- Call Special Meetings

5

Voter Rationale: Holders of significant share capital should be entitled to call a special meeting.

American Assets Trust, Inc. Meeting Date: 06/12/2018 Country: USA

Meeting Type: Annual Ticker: AAT

Primary ISIN: US0240131047 Primary SEDOL: B3NTLD4

Page 116 of 2,968



American Assets Trust, Inc.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Ernest S. Rady 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, 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 Larry E. Finger 1.2

Mgmt Withhold For Elect Director Duane A. Nelles 1.3


Mgmt Withhold For Elect Director Thomas S. Olinger 1.4


Mgmt Withhold For Elect Director Robert S. Sullivan 1.5




3

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


American Axle & Manufacturing Holdings, Inc. Meeting Date: 05/03/2018 Country: USA

Meeting Type: Annual Ticker: AXL


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director David C. Dauch Mgmt For For

Page 117 of 2,968



American Axle & Manufacturing Holdings, 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. 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 For For Elect Director William L. Kozyra 1.2


Mgmt For For Elect Director Peter D. Lyons 1.3



2

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.


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 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.


American Eagle Outfitters, Inc. Meeting Date: 06/06/2018 Country: USA

Meeting Type: Annual Ticker: AEO

Primary ISIN: US02553E1064 Primary SEDOL: 2048592

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Janice E. Page Mgmt For Against

Page 118 of 2,968



American Eagle Outfitters, 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. 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 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 For For Elect Director David M. Sable 1.2


Mgmt For For Elect Director Noel J. Spiegel 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, 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.




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.

American Electric Power Company, Inc. Meeting Date: 04/24/2018 Country: USA

Meeting Type: Annual Ticker: AEP


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Nicholas K. Akins Mgmt For For


Mgmt For For Elect Director David J. Anderson 1.2

Mgmt For For Elect Director J. Barnie Beasley, Jr. 1.3

Mgmt For For Elect Director Ralph D. Crosby, Jr. 1.4

Page 119 of 2,968



American Electric Power Company, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director Linda A. Goodspeed 1.5

Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The Company should consider this director's role on the audit committee before the 2019 AGM, where she will have been at the company for 13 years.

Mgmt For For Elect Director Thomas E. Hoaglin 1.6

Mgmt For For Elect Director Sandra Beach Lin 1.7

Mgmt For For Elect Director Richard C. Notebaert 1.8

Mgmt Against For Elect Director Lionel L. Nowell, III 1.9

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 Stephen S. Rasmussen 1.10

Mgmt For For Elect Director Oliver G. Richard, III 1.11

Mgmt For For Elect Director Sara Martinez Tucker 1.12



3

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.

American Equity Investment Life Holding Company Meeting Date: 06/07/2018 Country: USA

Meeting Type: Annual Ticker: AEL


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Brenda J. Cushing Mgmt For For


Mgmt For For Elect Director David S. Mulcahy 1.2


Page 120 of 2,968



American Equity Investment Life Holding Company Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Withhold For Elect Director A.J. Strickland, III 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. 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.



3

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, 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.

American Express Company Meeting Date: 05/07/2018 Country: USA

Meeting Type: Annual Ticker: AXP


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Charlene Barshefsky Mgmt For For

Mgmt For For Elect Director John J. Brennan 1b

Mgmt For For Elect Director Peter Chernin 1c

Mgmt For For Elect Director Ralph de la Vega 1d

Mgmt For For Elect Director Anne L. Lauvergeon 1e

Mgmt For For Elect Director Michael O. Leavitt 1f

Mgmt For For Elect Director Theodore J. Leonsis 1g

Mgmt For For Elect Director Richard C. Levin 1h

Mgmt For For Elect Director Samuel J. Palmisano 1i

Mgmt For For Elect Director Stephen J. Squeri 1j


Mgmt For For Elect Director Daniel L. Vasella 1k

Page 121 of 2,968



American Express Company Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director Ronald A. Williams 1l

Mgmt For For Elect Director Christopher D. Young 1m



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. 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.




American Financial Group, Inc. Meeting Date: 05/22/2018 Country: USA

Meeting Type: Annual Ticker: AFG


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Carl H. Lindner, III Mgmt For For

Mgmt For For Elect Director S. Craig Lindner 1.2

Mgmt Withhold For Elect Director Kenneth C. Ambrecht 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 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 B. Berding 1.4

Mgmt For For Elect Director Joseph E. "Jeff" Consolino 1.5

Mgmt For For Elect Director Virginia "Gina" C. Drosos 1.6

Page 122 of 2,968



American Financial Group, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Withhold For Elect Director James E. Evans 1.7


Mgmt Withhold For Elect Director Terry S. Jacobs 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 Gregory G. Joseph 1.9

Mgmt Withhold For Elect Director William W. Verity 1.10

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.

Mgmt For For Elect Director John I. Von Lehman 1.11




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. 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.

SH For Against Report on Sustainability 4

Voter Rationale: Enhanced disclosure of social and environmental risks and opportunities for businesses is important. Current best practice is to report based on the Global Reporting Initiative's sustainability reporting guidelines.

American International Group, Inc. Meeting Date: 05/09/2018 Country: USA

Meeting Type: Annual Ticker: AIG


Page 123 of 2,968



American International Group, Inc.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director W. Don Cornwell Mgmt For For

Mgmt For For Elect Director Brian Duperreault 1b

Mgmt For For Elect Director John H. Fitzpatrick 1c

Mgmt For For Elect Director William G. Jurgensen 1d

Mgmt For For Elect Director Christopher S. Lynch 1e

Mgmt For For Elect Director Henry S. Miller 1f

Mgmt For For Elect Director Linda A. Mills 1g

Mgmt For For Elect Director Suzanne Nora Johnson 1h

Mgmt Against For Elect Director Ronald A. Rittenmeyer 1i


Mgmt Against For Elect Director Douglas M. Steenland 1j


Mgmt For For Elect Director Theresa M. Stone 1k


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, 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.



American National Bankshares Inc. Meeting Date: 05/15/2018 Country: USA

Meeting Type: Annual Ticker: AMNB


Page 124 of 2,968



American National Bankshares Inc.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Michael P. Haley 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. 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 Charles S. Harris 1.2


Mgmt Withhold For Elect Director Franklin W. Maddux 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 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. 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 F. D. Hornaday, III 1.4


Mgmt For For Elect Director Tammy Moss Finley 2.1


Mgmt For For Ratify Yount, Hyde and Barbour, P.C. as Auditors 3


4

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. 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.

Page 125 of 2,968



American National Bankshares 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.

American National Insurance Company Meeting Date: 04/27/2018 Country: USA

Meeting Type: Annual Ticker: ANAT


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director William C. Ansell Mgmt For For

Mgmt Against For Elect Director Arthur O. Dummer 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.

Mgmt Against For Elect Director Frances A. Moody-Dahlberg 1.3


Mgmt For For Elect Director James P. Payne 1.4

Mgmt For For Elect Director E. J. "Jere" Pederson 1.5

Mgmt For For Elect Director James E. Pozzi 1.6

Mgmt Against For Elect Director James D. Yarbrough 1.7

Voter Rationale: Directors whose close family members are employed at the company are not sufficiently independent to serve on key board committees and should be considered affiliated directors. 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.

Page 126 of 2,968



American National Insurance Company Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director Ross R. Moody 1.8

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.


2


American Public Education, Inc. Meeting Date: 06/01/2018 Country: USA

Meeting Type: Annual Ticker: APEI

Primary ISIN: US02913V1035 Primary SEDOL: B292GM4

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Eric C. Andersen Mgmt For Against


Mgmt For For Elect Director Wallace E. Boston, Jr. 1b

Mgmt For For Elect Director Barbara G. Fast 1c

Mgmt Against For Elect Director Jean C. Halle 1d


Mgmt Against For Elect Director Barbara 'Bobbi' L. Kurshan 1e


Mgmt Against For Elect Director Timothy J. Landon 1f


Mgmt For For Elect Director William G. Robinson, Jr. 1g


2


Page 127 of 2,968



American Renal Associates Holdings, Inc. Meeting Date: 05/02/2018 Country: USA

Meeting Type: Annual Ticker: ARA

Primary ISIN: US0292271055 Primary SEDOL: BYTP3G0

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Syed T. Kamal Mgmt For For


Mgmt Withhold For Elect Director Jared S. Hendricks 1.2

Voter Rationale: 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. Also, 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.

Mgmt For For Elect Director John M. Jureller 1.3


Mgmt For For Elect Director Susanne V. Clark 1.4



American River Bankshares Meeting Date: 05/17/2018 Country: USA

Meeting Type: Annual Ticker: AMRB


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Nicolas C. Anderson Mgmt For For

Mgmt For For Elect Director Kimberly A. Box 1.2

Page 128 of 2,968



American River Bankshares Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Withhold For Elect Director Charles D. Fite 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 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 Jeffery Owensby 1.4

Mgmt Withhold For Elect Director William A. Robotham 1.5

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.

Mgmt For For Elect Director David E. Ritchie, Jr. 1.6

Mgmt Withhold For Elect Director Stephen H. Waks 1.7


Mgmt For For Elect Director Philip A. Wright 1.8

Mgmt Withhold For Elect Director Michael A. Ziegler 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 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 Ratify Crowe Horwath, 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. In addition, 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. 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. 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.

Page 129 of 2,968



American States Water Company Meeting Date: 05/22/2018 Country: USA

Meeting Type: Annual Ticker: AWR


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director James L. Anderson Mgmt For Withhold

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, 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 Sarah J. Anderson 1.2


Mgmt Withhold For Elect Director Anne M. Holloway 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, 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: 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. Further, the remuneration committee should not allow vesting of incentive awards for below median performance.


American Tower Corporation Meeting Date: 05/23/2018 Country: USA

Meeting Type: Annual Ticker: AMT

Primary ISIN: US03027X1000 Primary SEDOL: B7FBFL2

Page 130 of 2,968



American Tower Corporation

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Gustavo Lara Cantu Mgmt For Against


Mgmt Against For Elect Director Raymond P. Dolan 1b


Mgmt For For Elect Director Robert D. Hormats 1c


Mgmt For For Elect Director Grace D. Lieblein 1d

Mgmt For For Elect Director Craig Macnab 1e

Mgmt For For Elect Director JoAnn A. Reed 1f

Mgmt Against For Elect Director Pamela D.A. Reeve 1g

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, this director is not sufficiently independent to serve as the independent lead director.

Mgmt For For Elect Director David E. Sharbutt 1h


Mgmt For For Elect Director James D. Taiclet, Jr. 1i


Mgmt For For Elect Director Samme L. Thompson 1j




3


Page 131 of 2,968



American Vanguard Corporation Meeting Date: 06/06/2018 Country: USA

Meeting Type: Annual Ticker: AVD


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Scott D. Baskin Mgmt For For

Mgmt For For Elect Director Lawrence S. Clark 1b

Mgmt For For Elect Director Debra F. Edwards 1c

Mgmt For For Elect Director Morton D. Erlich 1d

Mgmt For For Elect Director Alfred F. Ingulli 1e

Mgmt For For Elect Director John L. Killmer 1f

Mgmt For For Elect Director Eric G. Wintemute 1g


Mgmt For For Elect Director M. Esmail Zirakparvar 1h




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, 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 remuneration committee should not allow vesting of incentive awards for below median performance. That being said, given that this portion only comprises of 10% of performance-based equity awards, it is not a substantial concern. The Company is encouraged to review this position before the next AGM.


American Water Works Company, Inc. Meeting Date: 05/11/2018 Country: USA

Meeting Type: Annual Ticker: AWK

Primary ISIN: US0304201033 Primary SEDOL: B2R3PV1

Page 132 of 2,968



American Water Works Company, Inc.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Jeffrey N. Edwards Mgmt For For

Mgmt Against For Elect Director Martha Clark Goss 1b


Mgmt For For Elect Director Veronica M. Hagen 1c

Mgmt For For Elect Director Julia L. Johnson 1d

Mgmt For For Elect Director Karl F. Kurz 1e

Mgmt Against For Elect Director George MacKenzie 1f


Mgmt For For Elect Director James G. Stavridis 1g

Mgmt For For Elect Director Susan N. Story 1h



2




SH Against Against Report on the Human Right to Water and Sanitation

4

Voter Rationale: While American Water Works could add to its related disclosures, its existing HRWS policies, practices and oversight mechanisms, including substantial government regulation, are sufficient for shareholders to assess its management of these risks. Plus, its memberships in business groups and adherence to international standards are in line with, if not above, the industry norm



SH For Against Report on Political Contributions 6


Page 133 of 2,968



Ameriprise Financial, Inc. Meeting Date: 04/25/2018 Country: USA

Meeting Type: Annual Ticker: AMP

Primary ISIN: US03076C1062 Primary SEDOL: B0J7D57

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director James M. Cracchiolo Mgmt For For


Mgmt For For Elect Director Dianne Neal Blixt 1b

Mgmt For For Elect Director Amy DiGeso 1c

Mgmt For For Elect Director Lon R. Greenberg 1d

Mgmt For For Elect Director Jeffrey Noddle 1e

Mgmt For For Elect Director Robert F. Sharpe, Jr. 1f

Mgmt For For Elect Director Christopher J. Williams 1g

Mgmt For For Elect Director W. Edward Walter 1h


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. Also, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. In addition, 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. Lastly, 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.


SH For Against Report on Political Contributions and Expenditures

4


Ameris Bancorp Meeting Date: 05/15/2018 Country: USA

Meeting Type: Annual Ticker: ABCB

Primary ISIN: US03076K1088 Primary SEDOL: 2038849

Page 134 of 2,968



Ameris Bancorp

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director R. Dale Ezzell 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. 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 Leo J. Hill 1.2


Mgmt For For Elect Director Jimmy D. Veal 1.3


Mgmt For For Ratify Crowe Horwath 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. In addition, the remuneration committee should not allow vesting of incentive awards for below median performance. 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.


AMERISAFE, Inc. Meeting Date: 06/08/2018 Country: USA

Meeting Type: Annual Ticker: AMSF

Primary ISIN: US03071H1005 Primary SEDOL: B0PPHS6

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Philip A. Garcia Mgmt For For


Page 135 of 2,968



AMERISAFE, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director Millard E. Morris 1.2


Mgmt For For Elect Director Randall E. Roach 1.3


Mgmt Against For Amend Non-Employee Director Restricted Stock Plan

2

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.


3




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

Meeting Type: Annual Ticker: AME


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Elizabeth R. Varet 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, 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 Dennis K. Williams 1b


Page 136 of 2,968



AMETEK, 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. 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.



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

Meeting Type: Annual Ticker: AMGN


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Wanda M. Austin Mgmt For For

Mgmt For For Elect Director Robert A. Bradway 1.2

Mgmt For For Elect Director Brian J. Druker 1.3

Mgmt For For Elect Director Robert A. Eckert 1.4

Mgmt For For Elect Director Greg C. Garland 1.5

Mgmt For For Elect Director Fred Hassan 1.6

Mgmt For For Elect Director Rebecca M. Henderson 1.7

Mgmt For For Elect Director Frank C. Herringer 1.8

Mgmt For For Elect Director Charles M. Holley, Jr. 1.9

Mgmt For For Elect Director Tyler Jacks 1.10

Mgmt For For Elect Director Ellen J. Kullman 1.11

Mgmt For For Elect Director Ronald D. Sugar 1.12

Mgmt For For Elect Director R. Sanders Williams 1.13


2


Page 137 of 2,968



Amgen Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

SH For Against Report on Integrating Risks Related to Drug Pricing into Senior Executive Compensation

4

Amkor Technology, Inc. Meeting Date: 05/01/2018 Country: USA

Meeting Type: Annual Ticker: AMKR


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director James J. Kim Mgmt For For

Mgmt For For Elect Director Stephen D. Kelley 1.2

Mgmt For For Elect Director Douglas A. Alexander 1.3


Mgmt For For Elect Director Roger A. Carolin 1.4

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. 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 Winston J. Churchill 1.5

Voter Rationale: This director is not sufficiently independent to serve as the independent lead director. 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 John T. Kim 1.6

Mgmt For For Elect Director Susan Y. Kim 1.7

Mgmt For For Elect Director MaryFrances McCourt 1.8

Mgmt For For Elect Director Robert R. Morse 1.9


Mgmt For For Elect Director David N. Watson 1.10

Page 138 of 2,968



Amkor Technology, Inc. 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. 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.


AMN Healthcare Services, Inc. Meeting Date: 04/18/2018 Country: USA

Meeting Type: Annual Ticker: AMN


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Mark G. Foletta Mgmt For Against


Mgmt For For Elect Director R. Jeffrey Harris 1.2

Mgmt For For Elect Director Michael M.E. Johns 1.3

Mgmt For For Elect Director Martha H. Marsh 1.4

Mgmt For For Elect Director Susan R. Salka 1.5

Mgmt Against For Elect Director Andrew M. Stern 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.

Mgmt For For Elect Director Paul E. Weaver 1.7

Mgmt For For Elect Director Douglas D. Wheat 1.8


Page 139 of 2,968



AMN Healthcare Services, 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. Furthermore, 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.



4


AMP Limited Meeting Date: 05/10/2018 Country: Australia


Primary ISIN: AU000000AMP6 Primary SEDOL: 6709958

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

2a Elect Holly Kramer as Director Mgmt For For

Mgmt For For Elect Vanessa Wallace as Director 2b

Mgmt For For Elect Andrew Harmos as Director 2c

Mgmt For For Approve Remuneration Report 3

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 ***Withdrawn Resolution*** Approve Chief Executive Officer's Equity Incentive for 2018

4

Ampco-Pittsburgh Corporation Meeting Date: 05/09/2018 Country: USA

Meeting Type: Annual Ticker: AP


Page 140 of 2,968



Ampco-Pittsburgh Corporation

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Michael I. German Mgmt For For


Mgmt For For Elect Director Ann E. Whitty 1.2



2

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


Amphastar Pharmaceuticals, Inc. Meeting Date: 06/07/2018 Country: USA

Meeting Type: Annual Ticker: AMPH

Primary ISIN: US03209R1032 Primary SEDOL: BNFWZS4

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Mary Ziping Luo Mgmt For For


Mgmt Against For Elect Director Howard Lee 1b

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

Mgmt Against For Elect Director Michael A. Zasloff 1c



Page 141 of 2,968



Amphenol Corporation Meeting Date: 05/17/2018 Country: USA

Meeting Type: Annual Ticker: APH


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Ronald P. Badie Mgmt For Against


Mgmt Against For Elect Director Stanley L. Clark 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. 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.

Mgmt For For Elect Director John D. Craig 1.3

Mgmt For For Elect Director David P. Falck 1.4


Mgmt Against For Elect Director Edward G. Jepsen 1.5

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. 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 Martin H. Loeffler 1.6


Mgmt Against For Elect Director John R. Lord 1.7

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, 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 R. Adam Norwitt 1.8

Page 142 of 2,968



Amphenol Corporation Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director Diana G. Reardon 1.9

Mgmt For For Elect Director Anne Clarke Wolff 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.


4


Amplifon SpA Meeting Date: 04/20/2018 Country: Italy


Primary ISIN: IT0004056880 Primary SEDOL: B14NJ71

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For Approve Financial Statements, Statutory Reports, and Allocation of Income

1


Mgmt Appoint Internal Statutory Auditors (Slate Election) - Choose One of the Following Slates

SH Do Not Vote None Slate 1 Submitted by Ampliter Srl 3.1

Voter Rationale: DO NOT VOTE on this item because:- Shareholders can support only one slate.- Slate 2 is likely to better represent the interests of global institutional investors and minority shareholders.

Page 143 of 2,968



Amplifon SpA Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

SH For None Slate 2 Submitted by Institutional Investors (Assogestioni)

3.2

Voter Rationale: This item warrants a vote FOR because:- Shareholders can support only one slate.- This slate has been proposed by institutional investors, and these nominees could therefore be the best positioned to represent the interests of minority shareholders and carryout effective oversight on the management's behavior.- Candidates on this slate have agreed to abide by the chart of corporate governance principles adopted by Assogestioni.

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

4

Mgmt Against For Approve Remuneration Policy 5

Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. 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. 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 Against For Authorize Share Repurchase Program and Reissuance of Repurchased Shares

6

Voter Rationale: Any request to use financial derivatives when repurchasing shares should be fully explained and justified by the company.

AMTECH SYSTEMS, INC. Meeting Date: 05/11/2018 Country: USA

Meeting Type: Annual Ticker: ASYS


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Jong S. Whang Mgmt For For


Mgmt For For Elect Director Fokko Pentinga 1.2

Mgmt For For Elect Director Robert M. Averick 1.3

Mgmt Withhold For Elect Director Michael Garnreiter 1.4

Voter Rationale: The board has permitted a poison pill. The best defense against a take-over is strong management and a successful strategy. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and last for a limited time.

Page 144 of 2,968



AMTECH SYSTEMS, INC. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Withhold For Elect Director Robert F. King 1.5

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. In addition, the board has permitted a poison pill. The best defense against a take-over is strong management and a successful strategy. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and last for a limited time.

Mgmt Withhold For Elect Director Sukesh Mohan 1.6

Voter Rationale: The board has permitted a poison pill. The best defense against a take-over is strong management and a successful strategy. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and last for a limited time.

Mgmt For For Ratify Mayer Hoffman McCann P.C. as Auditors 2


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. 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.


AmTrust Financial Services, Inc. Meeting Date: 06/21/2018 Country: USA

Meeting Type: Proxy Contest Ticker: AFSI

Primary ISIN: US0323593097 Primary SEDOL: B1H4YP4

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Management Proxy Mgmt

Mgmt For For Approve Merger Agreement 1


Mgmt Dissident Proxy (Gold Proxy Card)

Mgmt Do Not Vote Against Approve Merger Agreement 1

Mgmt Do Not Vote Against Adjourn Meeting 2

Page 145 of 2,968



AMUSE Inc. Meeting Date: 06/24/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt For For Elect Director Osato, Yokichi 2.1

Mgmt Against For Elect Director Shiba, Yojiro 2.2


Mgmt For For Elect Director Hatanaka, Tatsuro 2.3

Mgmt Against For Elect Director Ichige, Rumiko 2.4


Mgmt Against For Elect Director Soma, Nobuyuki 2.5


Mgmt Against For Elect Director Saito, Naoto 2.6


Mgmt For For Elect Director Masuda, Muneaki 2.7

Mgmt For For Elect Director Ando, Takaharu 2.8

ANA Holdings Co.,Ltd. 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 60

Mgmt For For

Mgmt For For Elect Director Ito, Shinichiro 2.1

Page 146 of 2,968



ANA Holdings Co.,Ltd. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Elect Director Shinobe, Osamu 2.2


Mgmt For For Elect Director Katanozaka, Shinya 2.3

Mgmt Against For Elect Director Nagamine, Toyoyuki 2.4


Mgmt Against For Elect Director Ishizaka, Naoto 2.5


Mgmt Against For Elect Director Takada, Naoto 2.6


Mgmt Against For Elect Director Hirako, Yuji 2.7


Mgmt Against For Elect Director Mori, Shosuke 2.8


Mgmt Against For Elect Director Yamamoto, Ado 2.9


Mgmt For For Elect Director Kobayashi, Izumi 2.10

Mgmt For For Appoint Statutory Auditor Ogawa, Eiji 3

Anadarko Petroleum Corporation Meeting Date: 05/15/2018 Country: USA

Meeting Type: Annual Ticker: APC


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Anthony R. Chase Mgmt For For


Mgmt For For Elect Director David E. Constable 1b

Page 147 of 2,968



Anadarko Petroleum Corporation Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Elect Director H. Paulett Eberhart 1c

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

Mgmt For For Elect Director Claire S. Farley 1d


Mgmt For For Elect Director Peter J. Fluor 1e

Mgmt Against For Elect Director Joseph W. Gorder 1f


Mgmt Against For Elect Director John R. Gordon 1g


Mgmt For For Elect Director Sean Gourley 1h


Mgmt For For Elect Director Mark C. McKinley 1i

Mgmt For For Elect Director Eric D. Mullins 1j

Mgmt For For Elect Director R. A. Walker 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. In addition, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Lastly, the remuneration committee should not allow vesting of incentive awards for below median performance.

SH For Against Assess Portfolio Impacts of Policies to Meet 2 Degree Scenario

4

Voter Rationale: Climate change presents ongoing and serious risks to long-term shareholder value. Reporting through the Carbon Disclosure Project is noted, but more detailed information on the company's strategy and competitive positioning is merited.

Page 148 of 2,968



Analogic Corporation Meeting Date: 06/21/2018 Country: USA

Meeting Type: Special Ticker: ALOG


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Merger Agreement Mgmt For For

Mgmt For For Advisory Vote on Golden Parachutes 2



Andeavor Meeting Date: 05/04/2018 Country: USA

Meeting Type: Annual Ticker: ANDV

Primary ISIN: US03349M1053 Primary SEDOL: BF0G7N4

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Rodney F. Chase Mgmt For For

Mgmt Against For Elect Director Paul L. Foster 1.2

Voter Rationale: 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.

Mgmt For For Elect Director Edward G. Galante 1.3

Mgmt For For Elect Director Gregory J. Goff 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. 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 For For Elect Director David Lilley 1.5

Mgmt For For Elect Director Mary Pat McCarthy 1.6

Mgmt For For Elect Director J.W. Nokes 1.7

Mgmt For For Elect Director William H. Schumann, III 1.8

Mgmt For For Elect Director Jeff A. Stevens 1.9

Page 149 of 2,968



Andeavor Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director Susan Tomasky 1.10

Mgmt Against For Elect Director Michael E. Wiley 1.11


Mgmt For For Elect Director Patrick Y. Yang 1.12


2

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

Anest Iwata Corp. 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 Provisions on Number of Directors

2

Mgmt For For Elect Director Tsubota, Takahiro 3.1

Mgmt For For Elect Director Koga, Hiroshi 3.2

Mgmt For For Elect Director Tsukamoto, Shinya 3.3

Mgmt For For Elect Director Iwata, Hajime 3.4

Mgmt For For Elect Director Yoneda, Kozo 3.5

Mgmt For For Elect Director Matsuki, Kazumichi 3.6

Page 150 of 2,968



Anest Iwata Corp. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director and Audit Committee Member Suzuki, Masato

4.1

Mgmt For For Elect Director and Audit Committee Member Oshima, Kyosuke

4.2

Mgmt For For Elect Director and Audit Committee Member Takayama, Masashige

4.3

Mgmt For For Elect Director and Audit Committee Member Mori, Toshifumi

4.4



Anhui Conch Cement Company Ltd Meeting Date: 05/30/2018 Country: China


Primary ISIN: CNE0000019V8 Primary SEDOL: 6441595

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

AGM BALLOT FOR HOLDERS OF H SHARES Mgmt

Mgmt For For Approve 2017 Report of the Board of Directors 1

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

Mgmt For For Approve 2017 Report of the Supervisory Committee

2


Mgmt For For Approve 2017 Audited Financial Reports Prepared Under the PRC Accounting Standards and International Financial Reporting Standards Respectively

3


Mgmt For For Approve KPMG Huazhen LLP as PRC and Internal Control Auditor, KPMG as International Financial Auditor and Authorize Board to Fix Their Remuneration

4

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 Approve 2017 Profit Appropriation Proposal and Declaration of Final Dividend

5

Page 151 of 2,968



Anhui Conch Cement Company Ltd Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Approve Provision of Guarantee to Subsidiaries and Joint Venture Entities

6

Mgmt Against For Amend Articles of Association Regarding Party Committee

7

Voter Rationale: A vote against is warranted because the proposed articles amendments are not considered to adequately provide for accountability and transparency to shareholders.

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

8


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

Meeting Type: Annual Ticker: ANIP

Primary ISIN: US00182C1036 Primary SEDOL: BCDWBX6

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Robert E. Brown, Jr. Mgmt For For

Mgmt For For Elect Director Arthur S. Przybyl 1b

Mgmt For For Elect Director Patrick D. Walsh 1c

Mgmt For For Elect Director David B. Nash 1d

Mgmt For For Elect Director Thomas A. Penn 1e

Mgmt For For Elect Director Thomas J. Haughey 1f

Mgmt For For Ratify EisnerAmper LLP as Auditors 2

Anicom Holdings Inc. Meeting Date: 06/27/2018 Country: Japan


Primary ISIN: JP3122440005 Primary SEDOL: B3PQXL5

Page 152 of 2,968



Anicom Holdings Inc.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt For For Amend Articles to Clarify Director Authority on Shareholder Meetings - Clarify Provisions on Alternate Directors - Amend Provisions on Director Titles - Clarify Director Authority on Board Meetings

2

Mgmt For For Elect Director Komori, Nobuaki 3.1

Mgmt For For Elect Director Toda, Yuzo 3.2

Mgmt For For Elect Director Fukuyama, Toshihiko 3.3

Mgmt For For Elect Director Inoue, Yukihiko 3.4

Mgmt For For Elect Alternate Director Kamei, Tatsuhiko 4

Anika Therapeutics, Inc. Meeting Date: 05/31/2018 Country: USA

Meeting Type: Annual Ticker: ANIK


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Joseph L. Bower 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. 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 Jeffery S. Thompson 1.2


Mgmt For For Change State of Incorporation from Massachusetts to Delaware

2

Mgmt Against For Increase Authorized Common Stock 3

Voter Rationale: The company already has substantial stock authorized for issue. It should provide additional, specific information to justify such an action.

Page 153 of 2,968



Anika Therapeutics, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



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, 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.

Anima Holding S.P.A. Meeting Date: 06/21/2018 Country: Italy

Meeting Type: Special Ticker: ANIM

Primary ISIN: IT0004998065 Primary SEDOL: BLLJ381

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt Against For Approve Long Term Incentive Plan 1


Mgmt For For Elect Livio Raimondi as Director 2.1

Mgmt For For Elect Livio Raimondi as Board Chair 2.2

Mgmt For For Approve Remuneration of Board Chair 2.3


Mgmt Against For Authorize Board to Increase Capital to Service Long-Term Incentive Plan

1

Voter Rationale: Capital issuance authority should be for share plans that incentivise long-term value creation.

Anixter International Inc. Meeting Date: 05/24/2018 Country: USA

Meeting Type: Annual Ticker: AXE


Page 154 of 2,968



Anixter International Inc.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Lord James Blyth Mgmt For Withhold


Mgmt For For Elect Director Frederic F. Brace 1.2

Mgmt For For Elect Director Linda Walker Bynoe 1.3

Mgmt For For Elect Director Robert J. Eck 1.4

Mgmt For For Elect Director William A. Galvin 1.5

Mgmt Withhold For Elect Director F. Philip Handy 1.6


Mgmt Withhold For Elect Director Melvyn N. Klein 1.7


Mgmt Withhold For Elect Director George Munoz 1.8


Mgmt For For Elect Director Scott R. Peppet 1.9

Mgmt For For Elect Director Valarie L. Sheppard 1.10

Mgmt Withhold For Elect Director Stuart M. Sloan 1.11


Page 155 of 2,968



Anixter International Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Withhold For Elect Director Samuel Zell 1.12

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, 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.


2




Annaly Capital Management, Inc. Meeting Date: 05/23/2018 Country: USA

Meeting Type: Annual Ticker: NLY


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Wellington J. Denahan 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 For For Elect Director Michael Haylon 1b


Mgmt Against For Elect Director Donnell A. Segalas 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. The nomination committee should be majority 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.

Page 156 of 2,968



Annaly Capital Management, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director Katie Beirne Fallon 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, 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 Vicki Williams 1e



2



Anritsu Corp. Meeting Date: 06/26/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt For For Amend Articles to Amend Provisions on Director Titles

2

Mgmt For For Elect Director Hashimoto, Hirokazu 3.1

Mgmt For For Elect Director Hamada, Hirokazu 3.2

Mgmt Against For Elect Director Taniai, Toshisumi 3.3


Mgmt Against For Elect Director Kubota, Akifumi 3.4


Mgmt Against For Elect Director Niimi, Masumi 3.5


Page 157 of 2,968



Anritsu Corp. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Elect Director Sano, Takashi 3.6


Mgmt For For Elect Director Inoue, Yuji 3.7



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

Meeting Type: Annual Ticker: ANSS

Primary ISIN: US03662Q1058 Primary SEDOL: 2045623

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Guy E. Dubois Mgmt For For


Mgmt For For Elect Director Alec D. Gallimore 1b




3


Antero Resources Corporation Meeting Date: 06/20/2018 Country: USA

Meeting Type: Annual Ticker: AR

Primary ISIN: US03674X1063 Primary SEDOL: BFD2WR8

Page 158 of 2,968



Antero Resources Corporation

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Peter R. Kagan Mgmt For Withhold

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

Mgmt For For Elect Director W. Howard Keenan, Jr. 1.2

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.

Mgmt For For Elect Director Joyce E. McConnell 1.3

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.



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. 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.

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

Meeting Type: Annual Ticker: ANTM

Primary ISIN: US0367521038 Primary SEDOL: BSPHGL4

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Lewis Hay, III Mgmt For For


Page 159 of 2,968



Anthem, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Elect Director Julie A. Hill 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, 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 Antonio F. Neri 1c


Mgmt Against For Elect Director Ramiro G. Peru 1d





3


Mgmt For For Provide Right to Call Special Meeting 4

SH For Against Amend Bylaws - Call Special Meetings 5

Voter Rationale: The proposed special meeting right is less restrictive than the special meeting right proposed by the board in Item 4 above, and represents an improvement for shareholders as they do not currently have the right to call special meetings.

AOI Electronics Meeting Date: 06/27/2018 Country: Japan



Page 160 of 2,968



AOI Electronics

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

AOKI Holdings Inc. Meeting Date: 06/27/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Aoki, Hironori Mgmt For For

Mgmt Against For Elect Director Aoki, Takahisa 1.2


Mgmt For For Elect Director Aoki, Akihiro 1.3

Mgmt Against For Elect Director Tamura, Haruo 1.4


Mgmt Against For Elect Director Shimizu, Akira 1.5


Mgmt Against For Elect Director Nakamura, Hiroaki 1.6


Mgmt Against For Elect Director Aoki, Masamitsu 1.7


Mgmt Against For Elect Director Araki, Wataru 1.8


Mgmt Against For Elect Director Terui, Norio 1.9


Page 161 of 2,968



AOKI Holdings Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Elect Director Hirai, Masatake 1.10


Mgmt Against For Elect Director Tanii, Shingo 1.11


Mgmt For For Elect Director Inagaki, Minoru 1.12

Mgmt For For Elect Director Ohara, Yoko 1.13

Mgmt Against For Appoint Statutory Auditor Enomoto, Masaya 2


Mgmt Against For Approve Director and Statutory Auditor Retirement Bonus

3


Mgmt Against For Approve Bonus Related to Retirement Bonus System Abolition

4


Mgmt Against For Approve Equity Compensation Plan 5


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



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt For For Amend Articles to Amend Provisions on Director Titles

2

Mgmt For For Elect Director Hamaya, Satoshi 3.1

Mgmt For For Elect Director Narita, Susumu 3.2

Mgmt Against For Elect Director Kawamura, Akihiro 3.3


Page 162 of 2,968



Aomori Bank Ltd. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Elect Director Takeuchi, Hitoshi 3.4


Mgmt For For Elect Director Atsumi, Naotake 3.5

Mgmt Against For Elect Director and Audit Committee Member Ogasawara, Katsuhiro

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 â€“ and companies should strive to make them fully independent.

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

4.2


Mgmt Against For Elect Director and Audit Committee Member Kushibiki, Toshisada

4.3


Mgmt For For Elect Director and Audit Committee Member Ishida, Mie

4.4


Aon plc Meeting Date: 06/22/2018 Country: United Kingdom

Meeting Type: Annual Ticker: AON

Primary ISIN: GB00B5BT0K07 Primary SEDOL: B5BT0K0

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Lester B. Knight Mgmt For For

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. At the same time, we note that there has been board refreshment this year, meaning that we will be supportive this year and will keep this matter under review.

Mgmt For For Elect Director Gregory C. Case 1.2

Mgmt For For Elect Director Jin-Yong Cai 1.3

Mgmt For For Elect Director Jeffrey C. Campbell 1.4

Page 163 of 2,968



Aon plc Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director Fulvio Conti 1.5

Mgmt For For Elect Director Cheryl A. Francis 1.6

Mgmt For For Elect Director J. Michael Losh 1.7

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. At the same time, we note that there has been board refreshment this year, meaning that we will be supportive this year and will keep this matter under review.

Mgmt For For Elect Director Richard B. Myers 1.8

Mgmt For For Elect Director Richard C. Notebaert 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. 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. At the same time, we note that there has been board refreshment this year, meaning that we will be supportive this year and will keep this matter under review.

Mgmt For For Elect Director Gloria Santona 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. 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. At the same time, we note that there has been board refreshment this year, meaning that we will be supportive this year and will keep this matter under review.

Mgmt For For Elect Director Carolyn Y. Woo 1.11

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. At the same time, we note that there has been board refreshment this year, meaning that we will be supportive this year and will keep this matter under review.


2


Mgmt Against For Approve Remuneration Report 3



4

Page 164 of 2,968



Aon plc Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Mgmt For For Ratify Ernst & Young LLP as Aon's U.K. Statutory Auditor

6


Mgmt For For Authorize Board to Fix Remuneration of Auditors 7


Mgmt For For Authorise Shares for Market Purchase 8

Mgmt For For Issue of Equity or Equity-Linked Securities with Pre-emptive Rights

9

Mgmt For For Issue of Equity or Equity-Linked Securities without Pre-emptive Rights

10

Mgmt Against For Approve Political Donations 11

Voter Rationale: Substantial political donations or expenditure should be clearly tied to the company's business objectives and supported by robust oversight mechanisms to avoid undue influence.

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



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt For For Amend Articles to Authorize Internet Disclosure of Shareholder Meeting Materials

2

Mgmt For For Elect Director Kobayashi, Hiroaki 3

Mgmt For For Approve Equity Compensation Plan 4

Page 165 of 2,968



Aozora Bank, Ltd. Meeting Date: 06/27/2018 Country: Japan


Primary ISIN: JP3711200000 Primary SEDOL: B1G1854

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For Elect Director Fukuda, Makoto 2.1

Mgmt For For Elect Director Baba, Shinsuke 2.2

Mgmt Against For Elect Director Sekizawa, Yukio 2.3


Mgmt Against For Elect Director Takeda, Shunsuke 2.4


Mgmt Against For Elect Director Mizuta, Hiroyuki 2.5


Mgmt For For Elect Director Murakami, Ippei 2.6

Mgmt For For Elect Director Ito, Tomonori 2.7

Mgmt Against For Elect Director Tanikawa, Kei 2.8


Mgmt For For Appoint Statutory Auditor Hashiguchi, Satoshi 3

Mgmt For For Appoint Alternate Statutory Auditor Uchida, Keiichiro

4.1

Mgmt For For Appoint Alternate Statutory Auditor Mitch R. Fulscher

4.2

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

Meeting Type: Annual Ticker: APA


Page 166 of 2,968



Apache Corporation

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Elect Director Annell R. Bay Mgmt For For

Mgmt For For Elect Director John J. Christmann, IV 2

Mgmt For For Elect Director Chansoo Joung 3

Mgmt For For Elect Director Rene R. Joyce 4

Mgmt Against For Elect Director George D. Lawrence 5

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

Mgmt For For Elect Director John E. Lowe 6

Mgmt For For Elect Director William C. Montgomery 7

Mgmt For For Elect Director Amy H. Nelson 8

Mgmt For For Elect Director Daniel W. Rabun 9

Mgmt For For Elect Director Peter A. Ragauss 10



12

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, 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. Furthermore, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval. Also, significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors.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.

APARTMENT INVESTMENT AND MANAGEMENT COMPANY Meeting Date: 05/01/2018 Country: USA

Meeting Type: Annual Ticker: AIV


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Terry Considine Mgmt For For

Page 167 of 2,968



APARTMENT INVESTMENT AND MANAGEMENT COMPANY Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For Elect Director Thomas L. Keltner 1.2

Mgmt Against For Elect Director J. Landis Martin 1.3

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 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 Robert A. Miller 1.4

Mgmt For For Elect Director Kathleen M. Nelson 1.5

Mgmt For For Elect Director Ann Sperling 1.6

Mgmt Against For Elect Director Michael A. Stein 1.7


Mgmt For For Elect Director Nina A. Tran 1.8




3

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, share awards should not pay-out for below index performance.


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, 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.

Mgmt For For Amend Stock Ownership Limitations 5

Page 168 of 2,968



Apogee Enterprises, Inc. Meeting Date: 06/28/2018 Country: USA

Meeting Type: Annual Ticker: APOG


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Bernard P. Aldrich Mgmt For Withhold


Mgmt For For Elect Director Herbert K. Parker 1.2


Mgmt For For Elect Director Joseph F. Puishys 1.3


Mgmt For For Elect Director Lloyd E. Johnson 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. 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.


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

Meeting Type: Annual Ticker: APPF

Primary ISIN: US03783C1009 Primary SEDOL: BYN7H48

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Timothy Bliss Mgmt For Against

Page 169 of 2,968



AppFolio, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For Elect Director Jason Randall 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. 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.


Applied Optoelectronics, Inc. Meeting Date: 06/08/2018 Country: USA

Meeting Type: Annual Ticker: AAOI

Primary ISIN: US03823U1025 Primary SEDOL: BDW0D09

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director William H. Yeh Mgmt For Withhold


Mgmt For For Elect Director Alex Ignatiev 1.2




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. Moreover, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.


Page 170 of 2,968



Applus Services SA Meeting Date: 05/30/2018 Country: Spain

Meeting Type: Annual Ticker: APPS

Primary ISIN: ES0105022000 Primary SEDOL: BM677T6

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Consolidated and Standalone Financial Statements

Mgmt For For


Mgmt For For Approve Discharge of Board 3

Mgmt For For Renew Appointment of Deloitte as Auditor 4


Mgmt Against For Reelect Christopher Cole as Director 5.1


Mgmt For For Reelect Fernando Basabe Armijo as Director 5.2

Mgmt For For Reelect Ernesto Gerardo Mata Lopez as Director 5.3

Mgmt For For Reelect John Daniel Hofmeister as Director 5.4

Mgmt For For Reelect Richard Campbell Nelson as Director 5.5

Mgmt Against For Advisory Vote on Remuneration Report 6



Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors.

Mgmt For For Approve Deferred Share Bonus Plan for CEO 8

Mgmt For For Approve Annual Maximum Remuneration 9

Mgmt Receive Information on Capital Increase without Preemptive Rights Approved by the Board on Sep. 27, 2017

10

Mgmt For For Authorize Increase in Capital up to 50 Percent via Issuance of Equity or Equity-Linked Securities, Excluding Preemptive Rights of up to 10 Percent

11

Mgmt For For Authorize Issuance of Convertible Bonds, Debentures, Warrants, and Other Debt Securities up to EUR 200 Million with Exclusion of Preemptive Rights up to 10 Percent of Capital

12

Page 171 of 2,968



Applus Services SA Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Authorize Board to Ratify and Execute Approved Resolutions

13

Aptevo Therapeutics Inc. Meeting Date: 06/01/2018 Country: USA

Meeting Type: Annual Ticker: APVO

Primary ISIN: US03835L1089 Primary SEDOL: BD2N900

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Daniel J. Abdun-Nabi Mgmt For Withhold

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, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. 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 Elect Director Grady Grant, III 1.2



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, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable. 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.


Aptiv PLC Meeting Date: 04/26/2018 Country: Jersey

Meeting Type: Annual Ticker: APTV

Primary ISIN: JE00B783TY65 Primary SEDOL: B783TY6

Page 172 of 2,968



Aptiv PLC

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Elect Director Kevin P. Clark Mgmt For For

Mgmt For For Elect Director Nancy E. Cooper 2

Mgmt For For Elect Director Frank J. Dellaquila 3

Mgmt For For Elect Director Nicholas M. Donofrio 4

Mgmt For For Elect Director Mark P. Frissora 5

Mgmt For For Elect Director Rajiv L. Gupta 6

Mgmt For For Elect Director Sean O. Mahoney 7

Mgmt For For Elect Director Colin J. Parris 8

Mgmt For For Elect Director Ana G. Pinczuk 9

Mgmt For For Elect Director Thomas W. Sidlik 10

Mgmt For For Elect Director Lawrence A. Zimmerman 11

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

12


13

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. Finally, we have concerns over the large increase in equity grant to the CEO resulting from a technical change in how awards are granted.


Aquinox Pharmaceuticals, Inc. Meeting Date: 05/07/2018 Country: USA

Meeting Type: Annual Ticker: AQXP

Primary ISIN: US03842B1017 Primary SEDOL: BK8G355

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director David J. Main Mgmt For For

Page 173 of 2,968



Aquinox Pharmaceuticals, 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 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 Sean Nolan 1.2


Mgmt For For Ratify Deloitte LLP as Auditors 2

ARATA CORP. Meeting Date: 06/27/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Hatanaka, Nobuyuki Mgmt For For

Mgmt For For Elect Director Suzaki, Hiroaki 1.2

Mgmt Against For Elect Director Suzuki, Yoichi 1.3


Mgmt Against For Elect Director Ono, Yuzo 1.4


Mgmt Against For Elect Director Furiyoshi, Takahiro 1.5


Mgmt Against For Elect Director Omote, Toshiyuki 1.6


Mgmt Against For Elect Director Kataoka, Haruki 1.7


Mgmt For For Elect Director Aoki, Yoshihisa 1.8

Page 174 of 2,968



ARATA CORP. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Elect Director Ishii, Hideo 1.9


Mgmt For For Appoint Statutory Auditor Ito, Mikihisa 2

ARC Document Solutions, Inc. Meeting Date: 04/26/2018 Country: USA

Meeting Type: Annual Ticker: ARC

Primary ISIN: US00191G1031 Primary SEDOL: B6XSGQ0

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Kumarakulasingam "Suri" Suriyakumar

Mgmt For For


Mgmt For For Elect Director Bradford L. Brooks 1.2

Mgmt Withhold For Elect Director Thomas J. Formolo 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.

Mgmt For For Elect Director John G. Freeland 1.4

Mgmt For For Elect Director Dewitt Kerry McCluggage 1.5

Mgmt For For Elect Director James F. McNulty 1.6

Mgmt Withhold For Elect Director Mark W. Mealy 1.7




3


Page 175 of 2,968



ARC Document Solutions, 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. In addition, 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. 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, incentive plan features that allow for loans to exercise options are inconsistent with good practice and should be eliminated.

ArcBest Corporation Meeting Date: 05/01/2018 Country: USA

Meeting Type: Annual Ticker: ARCB

Primary ISIN: US03937C1053 Primary SEDOL: BLTFST7

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Eduardo F. Conrado Mgmt For For

Mgmt For For Elect Director Stephen E. Gorman 1.2

Mgmt For For Elect Director Michael P. Hogan 1.3

Mgmt Withhold For Elect Director William M. Legg 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. We will continue to review these arrangements and potentially provide an adverse vote instruction at next year’s AGM.

Mgmt For For Elect Director Kathleen D. McElligott 1.5

Mgmt For For Elect Director Judy R. McReynolds 1.6

Mgmt For For Elect Director Craig E. Philip 1.7

Mgmt For For Elect Director Steven L. Spinner 1.8

Mgmt For For Elect Director Janice E. Stipp 1.9



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. We will continue to review these arrangements and potentially provide an adverse vote instruction at next year’s AGM.

Page 176 of 2,968



ArcBest 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. 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, 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. We will continue to review these arrangements and potentially provide an adverse vote instruction at next year’s AGM.

ArcelorMittal Meeting Date: 05/09/2018 Country: Luxembourg

Meeting Type: Annual Ticker: MT

Primary ISIN: LU1598757687 Primary SEDOL: BYPBS67

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt Receive Board's and Auditor's Reports 1

Mgmt For For Approve Consolidated Financial Statements I

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 Financial Statements II

Mgmt For For Approve Allocation of Income and Dividends of USD 0.10 Per Share

III

Mgmt For For Approve Remuneration of Directors IV

Mgmt For For Approve Discharge of Directors V

Mgmt For For Reelect Karyn Ovelmen as Director VI

Mgmt For For Reelect Tye Burt as Director VII

Mgmt For For Ratify Deloitte as Auditor VIII


Mgmt For For Approve Share Plan Grant Under the Performance Share Unit Plan

IX

Page 177 of 2,968



ArcelorMittal Meeting Date: 05/16/2018 Country: Luxembourg

Meeting Type: Special Ticker: MT

Primary ISIN: LU1598757687 Primary SEDOL: BYPBS67

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Special Meeting Agenda Mgmt

Mgmt For For Approve Change of Currency of the Share Capital from EUR to USD and Amend Articles 5.1 and 5.2 and the Second Paragraph of Article 17

1

Arch Capital Group Ltd. Meeting Date: 05/09/2018 Country: Bermuda

Meeting Type: Annual Ticker: ACGL

Primary ISIN: BMG0450A1053 Primary SEDOL: 2740542

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Eric W. Doppstadt Mgmt For For


Mgmt For For Elect Director Laurie S. Goodman 1b


Mgmt Against For Elect Director Constantine Iordanou 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, 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. 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.

Page 178 of 2,968



Arch Capital Group Ltd. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Elect Director John M. Pasquesi 1d



2





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.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, 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 Stock Split 5

Mgmt For For Elect Director Robert Appleby as Designated Company Director of Non-U.S. Subsidiaries

6a

Mgmt For For Elect Director Anthony Asquith as Designated Company Director of Non-U.S. Subsidiaries

6b

Mgmt For For Elect Director Stephen Bashford as Designated Company Director of Non-U.S. Subsidiaries

6c

Mgmt For For Elect Director Dennis R. Brand as Designated Company Director of Non-U.S. Subsidiaries

6d

Mgmt For For Elect Director Ian Britchfield as Designated Company Director of Non-U.S. Subsidiaries

6e

Mgmt For For Elect Director Pierre-Andre Camps as Designated Company Director of Non-U.S. Subsidiaries

6f

Mgmt For For Elect Director Chung Foo Choy as Designated Company Director of Non-U.S. Subsidiaries

6g

Mgmt For For Elect Director Paul Cole as Designated Company Director of Non-U.S. Subsidiaries

6h

Page 179 of 2,968




Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director Graham B.R. Collis as Designated Company Director of Non-U.S. Subsidiaries

6i

Mgmt For For Elect Director Michael Constantinides as Designated Company Director of Non-U.S. Subsidiaries

6j

Mgmt For For Elect Director Stephen J. Curley as Designated Company Director of Non-U.S. Subsidiaries

6k

Mgmt For For Elect Director Nick Denniston as Designated Company Director of Non-U.S. Subsidiaries

6l

Mgmt For For Elect Director Christopher A. Edwards as Designated Company Director of Non-U.S. Subsidiaries

6m

Mgmt For For Elect Director Seamus Fearon as Designated Company Director of Non-U.S. Subsidiaries

6n

Mgmt For For Elect Director Michael Feetham as Designated Company Director of Non-U.S. Subsidiaries

6o

Mgmt For For Elect Director Beau H. Franklin as Designated Company Director of Non-U.S. Subsidiaries

6p

Mgmt For For Elect Director Giuliano Giovannetti as Designated Company Director of Non-U.S. Subsidiaries

6q

Mgmt For For Elect Director Michael Hammer as Designated Company Director of Non-U.S. Subsidiaries

6r

Mgmt For For Elect Director W. Preston Hutchings as Designated Company Director of Non-U.S. Subsidiaries

6s

Mgmt For For Elect Director Constantine Iordanou as Designated Company Director of Non-U.S. Subsidiaries

6t

Mgmt For For Elect Director Jason Kittinger as Designated Company Director of Non-U.S. Subsidiaries

6u

Mgmt For For Elect Director Gerald Konig as Designated Company Director of Non-U.S. Subsidiaries

6v

Mgmt For For Elect Director Jean-Philippe Latour as Designated Company Director of Non-U.S. Subsidiaries

6w

Mgmt For For Elect Director Lino Leoni as Designated Company Director of Non-U.S. Subsidiaries

6x

Mgmt For For Elect Director Mark D. Lyons as Designated Company Director of Non-U.S. Subsidiaries

6y

Mgmt For For Elect Director Patrick Mailloux as Designated Company Director of Non-U.S. Subsidiaries

6z

Mgmt For For Elect Director Paul Martin as Designated Company Director of Non-U.S. Subsidiaries

6aa

Page 180 of 2,968




Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director Robert McDowell as Designated Company Director of Non-U.S. Subsidiaries

6ab

Mgmt For For Elect Director David H. McElroy as Designated Company Director of Non-U.S. Subsidiaries

6ac

Mgmt For For Elect Director Francois Morin as Designated Company Director of Non-U.S. Subsidiaries

6ad

Mgmt For For Elect Director David J. Mulholland as Designated Company Director of Non-U.S. Subsidiaries

6ae

Mgmt For For Elect Director Mark Nolan as Designated Company Director of Non-U.S. Subsidiaries

6af

Mgmt For For Elect Director Nicolas Papadopoulo as Designated Company Director of Non-U.S. Subsidiaries

6ag

Mgmt For For Elect Director Michael Price as Designated Company Director of Non-U.S. Subsidiaries

6ah

Mgmt For For Elect Director Elisabeth Quinn as Designated Company Director of Non-U.S. Subsidiaries

6ai

Mgmt For For Elect Director Maamoun Rajeh as Designated Company Director of Non-U.S. Subsidiaries

6aj

Mgmt For For Elect Director Andrew T. Rippert as Designated Company Director of Non-U.S. Subsidiaries

6ak

Mgmt For For Elect Director Arthur Scace as Designated Company Director of Non-U.S. Subsidiaries

6al

Mgmt For For Elect Director Soren Scheuer as Designated Company Director of Non-U.S. Subsidiaries

6am

Mgmt For For Elect Director Matthew Shulman as Designated Company Director of Non-U.S. Subsidiaries

6an

Mgmt For For Elect Director William A. Soares as Designated Company Director of Non-U.S. Subsidiaries

6ao

Mgmt For For Elect Director Patrick Storey as Designated Company Director of Non-U.S. Subsidiaries

6ap

Mgmt For For Elect Director Hugh Sturgess as Designated Company Director of Non-U.S. Subsidiaries

6aq

Mgmt For For Elect Director Ross Totten as Designated Company Director of Non-U.S. Subsidiaries

6ar

Mgmt For For Elect Director Gerald Wolfe as Designated Company Director of Non-U.S. Subsidiaries

6as

Page 181 of 2,968



Arch Coal, Inc. Meeting Date: 04/30/2018 Country: USA

Meeting Type: Annual Ticker: ARCH

Primary ISIN: US0393804077 Primary SEDOL: BYYHNV6

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Patrick J. Bartels, Jr. Mgmt For For

Mgmt For For Elect Director James N. Chapman 1b

Mgmt For For Elect Director John W. Eaves 1c

Mgmt For For Elect Director Sherman K. Edmiston, III 1d

Mgmt Against For Elect Director Patrick A. Kriegshauser 1e


Mgmt For For Elect Director Richard A. Navarre 1f

Mgmt For For Elect Director Scott D. Vogel 1g


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.



Archer-Daniels-Midland Company Meeting Date: 05/03/2018 Country: USA

Meeting Type: Annual Ticker: ADM


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Alan L. Boeckmann Mgmt For For

Mgmt For For Elect Director Michael S. Burke 1.2

Mgmt For For Elect Director Terrell K. Crews 1.3

Page 182 of 2,968



Archer-Daniels-Midland Company Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director Pierre Dufour 1.4

Mgmt For For Elect Director Donald E. Felsinger 1.5

Mgmt For For Elect Director Suzan F. Harrison 1.6

Mgmt For For Elect Director Juan R. Luciano 1.7

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.

Mgmt Against For Elect Director Patrick J. Moore 1.8

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 Francisco J. Sanchez 1.9

Mgmt For For Elect Director Debra A. Sandler 1.10

Mgmt For For Elect Director Daniel T. Shih 1.11

Mgmt Against For Elect Director Kelvin R. Westbrook 1.12





3



4



Archrock Inc. Meeting Date: 04/25/2018 Country: USA

Meeting Type: Annual Ticker: AROC

Primary ISIN: US03957W1062 Primary SEDOL: BYRGSX7

Page 183 of 2,968



Archrock Inc.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Issue Shares in Connection with Merger Mgmt For For

Mgmt For For Elect Director Anne-Marie N. Ainsworth 2.1

Mgmt For For Elect Director Wendell R. Brooks 2.2

Mgmt For For Elect Director D. Bradley Childers 2.3

Mgmt Withhold For Elect Director Gordon T. Hall 2.4


Mgmt For For Elect Director Frances Powell Hawes 2.5

Mgmt For For Elect Director J.W.G. "Will" Honeybourne 2.6

Mgmt For For Elect Director James H. Lytal 2.7

Mgmt For For Elect Director Mark A. McCollum 2.8



4

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. Lastly, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. 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.


Arcland Sakamoto Co. Ltd. Meeting Date: 05/10/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Page 184 of 2,968



Arcland Sakamoto Co. Ltd. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director Sakamoto, Katsuji 2.1

Mgmt For For Elect Director Sakamoto, Masatoshi 2.2

Mgmt Against For Elect Director Someya, Toshihiro 2.3


Mgmt Against For Elect Director Hoshino, Hiroyuki 2.4


Mgmt Against For Elect Director Matsuoka, Minoru 2.5


Mgmt Against For Elect Director Shida, Mitsuaki 2.6


Mgmt For For Elect Director Iwafuchi, Hiroshi 2.7

Mgmt For For Elect Director Omuro, Koichi 2.8

Arconic Inc. Meeting Date: 05/16/2018 Country: USA

Meeting Type: Annual Ticker: ARNC

Primary ISIN: US03965L1008 Primary SEDOL: BD3D9G5

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director James F. Albaugh Mgmt For For

Mgmt For For Elect Director Amy E. Alving 1.2

Mgmt For For Elect Director Christopher L. Ayers 1.3

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. In this instance we note that Mr Ayers used to work for a portion of the company's operations that were not kept with Arconic as part of its recent spin-off and that in the 2017 proxy fight he was a dissident nominee, demonstrating his independence from management.

Mgmt For For Elect Director Charles "Chip" Blankenship 1.4

Mgmt For For Elect Director Arthur D. Collins, Jr. 1.5

Mgmt For For Elect Director Elmer L. Doty 1.6

Mgmt For For Elect Director Rajiv L. Gupta 1.7

Page 185 of 2,968



Arconic Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director David P. Hess 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. In this instance we note that David Hess was previously an independent NED and then served as the interim CEO during the recent board turbulence. Given that he has since stepped away from the role and the exceptional circumstances that led to his appointment as interim CEO in the first place; we continue to consider him to be independent.

Mgmt For For Elect Director Sean O. Mahoney 1.9

Mgmt For For Elect Director David J. Miller 1.10

Mgmt For For Elect Director E. Stanley O'Neal 1.11

Mgmt For For Elect Director John C. Plant 1.12

Mgmt For For Elect Director Ulrich R. Schmidt 1.13




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, 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.


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. In addition, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable.

SH Against Against Reduce Ownership Threshold for Shareholders to Call Special Meeting

5

Voter Rationale: Given that the proposed threshold is below the current shareholding of an activist investor in the company, we do not consider this proposal to be in shareholders' best interests.

Arcs Co., Ltd. Meeting Date: 05/24/2018 Country: Japan



Page 186 of 2,968



Arcs Co., Ltd.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt For For Elect Director Miura, Koichi 2.1

Mgmt Against For Elect Director Fukuhara, Tomoharu 2.2


Mgmt For For Elect Director Yokoyama, Kiyoshi 2.3

Mgmt Against For Elect Director Furukawa, Koichi 2.4


Mgmt Against For Elect Director Muguruma, Akira 2.5


Mgmt Against For Elect Director Kogarimai, Hideki 2.6


Mgmt Against For Elect Director Fukuhara, Ikuharu 2.7


Mgmt Against For Elect Director Inoue, Koichi 2.8


Mgmt Against For Elect Director Sawada, Tsukasa 2.9


Mgmt Against For Elect Director Nekomiya, Kazuhisa 2.10


Mgmt For For Elect Director Saeki, Hiroshi 2.11

Mgmt For For Elect Director Sasaki, Ryoko 2.12


Ardelyx, Inc. Meeting Date: 06/13/2018 Country: USA

Meeting Type: Annual Ticker: ARDX

Primary ISIN: US0396971071 Primary SEDOL: BN89V40

Page 187 of 2,968



Ardelyx, Inc.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director William Bertrand, Jr. Mgmt For For


Mgmt Withhold For Elect Director Annalisa Jenkins 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, directors are expected to attend all board meetings. Attendance is crucial for making valuable contributions to the board and fulfilling fiduciary duties. Moreover, 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 Jan Lundberg 1.3



Ardmore Shipping Corporation Meeting Date: 06/12/2018 Country: Marshall Isl

Meeting Type: Annual Ticker: ASC

Primary ISIN: MHY0207T1001 Primary SEDOL: BCGCR57

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Anthony Gurnee Mgmt For For


Mgmt Withhold For Elect Director Alan Robert McIlwraith 1.2


Page 188 of 2,968



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

Meeting Type: Annual Ticker: AGX

Primary ISIN: US04010E1091 Primary SEDOL: 2804501

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Rainer H. Bosselmann Mgmt For For


Mgmt For For Elect Director Cynthia A. Flanders 1.2

Mgmt For For Elect Director Peter W. Getsinger 1.3

Mgmt For For Elect Director William F. Griffin, Jr. 1.4

Mgmt For For Elect Director John R. Jeffrey, Jr. 1.5


Mgmt For For Elect Director William F. Leimkuhler 1.6

Mgmt Withhold For Elect Director W.G. Champion Mitchell 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 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 James W. Quinn 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 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.

Mgmt For For Elect Director Brian R. Sherras 1.9


Voter Rationale: This plan could lead to excessive dilution. Furthermore, 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. 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.


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. Moreover, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.


Page 189 of 2,968



Argo Group International Holdings, Ltd. Meeting Date: 05/04/2018 Country: Bermuda

Meeting Type: Annual Ticker: AGII

Primary ISIN: BMG0464B1072 Primary SEDOL: 2499543

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Hector De Leon Mgmt For For


Mgmt For For Elect Director Mural R. Josephson 1b


Mgmt For For Elect Director Dymphna A. Lehane 1c


Mgmt For For Elect Director Gary V. Woods 1d



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.

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

3

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



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Page 190 of 2,968



Ariake Japan Co. Ltd. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director Tagawa, Tomoki 2.1

Mgmt Against For Elect Director Iwaki, Katsutoshi 2.2


Mgmt Against For Elect Director Shirakawa, Naoki 2.3


Mgmt Against For Elect Director Uchida, Yoshikazu 2.4


Mgmt Against For Elect Director Matsumoto, Koichi 2.5


Mgmt Against For Elect Director Iwaki, Koji 2.6



Arista Networks, Inc. Meeting Date: 05/29/2018 Country: USA

Meeting Type: Annual Ticker: ANET

Primary ISIN: US0404131064 Primary SEDOL: BN33VM5

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Andreas Bechtolsheim Mgmt For For


Mgmt For For Elect Director Jayshree Ullal 1.2


Page 191 of 2,968



Arista Networks, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


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. Moreover, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.


Arkema Meeting Date: 05/18/2018 Country: France

Meeting Type: Annual/Special Ticker: AKE

Primary ISIN: FR0010313833 Primary SEDOL: B0Z5YZ2

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 Against For Reelect Fonds Strategique de Participations as Director

5

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. In addition, the audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.

Mgmt For For Elect Marie-Ange Debon as Director 6

Mgmt For For Elect Alexandre de Juniac as Director 7

Mgmt For For Elect Jean-Marc Bertrand as Representative of Employee Shareholders to the Board

8

Mgmt Against Against Elect Uwe Michael Jakobs as Representative of Employee Shareholders to the Board

9

Voter Rationale: As only one representative of employee shareholders could be elected, the election of Uwe Michael Jakobs (Item 9) warrants a vote AGAINST as the board does not support his election.

Page 192 of 2,968



Arkema Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Renew Appointment of Ernst and Young Audit as Auditor

10


Mgmt Against For Approve Remuneration Policy of Chairman and CEO

11

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. In addition, the company's remuneration policy should provide for exceptional awards on recruitment. Companies should pay no more than necessary on recruitment of executive directors and ensure that recruitment-related awards are linked to long-term performance of the company. 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 Thierry Le Henaff, Chairman and CEO

12

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. Lastly, 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 of Directors in the Aggregate Amount of EUR 650,000

13


14


Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 379 Million

15

Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights, but witha Binding Priority Right, up to 10 Percent of the Share Capital

16

Mgmt For For Approve Issuance of Equity or Equity-Linked Securities for up to 10 Percent of Issued Capital for Private Placements

17

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

18

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

19

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

20

Mgmt For For Set Total Limit for Capital Increase to Result from All Issuance Requests at EUR 379 Million

21


22

Page 193 of 2,968



Arkema Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


23

Armstrong Flooring, Inc. Meeting Date: 06/01/2018 Country: USA

Meeting Type: Annual Ticker: AFI

Primary ISIN: US04238R1068 Primary SEDOL: BYY97H6

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Kathleen S. Lane Mgmt For For

Mgmt For For Elect Director Jeffrey Liaw 1b

Mgmt For For Elect Director Donald R. Maier 1c

Mgmt For For Elect Director Michael W. Malone 1d

Mgmt For For Elect Director James J. O'Connor 1e

Mgmt For For Elect Director Jacob H. Welch 1f


2



Arotech Corporation Meeting Date: 05/08/2018 Country: USA

Meeting Type: Annual Ticker: ARTX

Primary ISIN: US0426822039 Primary SEDOL: B17MSY5

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Jon B. Kutler Mgmt For For

Page 194 of 2,968



Arotech Corporation Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



Arrow Electronics, Inc. Meeting Date: 05/10/2018 Country: USA

Meeting Type: Annual Ticker: ARW


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Barry W. Perry Mgmt For Withhold

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. 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 Philip K. Asherman 1.2


Mgmt For For Elect Director Steven H. Gunby 1.3

Mgmt For For Elect Director Gail E. Hamilton 1.4


Mgmt For For Elect Director Richard S. Hill 1.5


Mgmt Withhold For Elect Director M.F. 'Fran' Keeth 1.6


Page 195 of 2,968



Arrow Electronics, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director Andrew C. Kerin 1.7


Mgmt For For Elect Director Michael J. Long 1.8


Mgmt Withhold For Elect Director Stephen C. Patrick 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 audit committee should be fully 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.




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, 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. Lastly, the remuneration committee should not allow vesting of incentive awards for below median performance.

Arrow Financial Corporation Meeting Date: 04/25/2018 Country: USA

Meeting Type: Annual Ticker: AROW


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Michael B. Clarke Mgmt For For


Page 196 of 2,968



Arrow Financial Corporation Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Withhold For Elect Director David G. Kruczlnicki 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. 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 Thomas J. Murphy 1.3


Mgmt For For Elect Director Raymond F. O'Conor 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. 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, significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors.

Arthur J. Gallagher & Co. Meeting Date: 05/15/2018 Country: USA

Meeting Type: Annual Ticker: AJG


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Sherry S. Barrat Mgmt For For


Mgmt For For Elect Director William L. Bax 1b

Mgmt For For Elect Director D. John Coldman 1c

Page 197 of 2,968



Arthur J. Gallagher & Co. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director Frank E. English, Jr. 1d

Mgmt For For Elect Director J. Patrick Gallagher, Jr. 1e


Mgmt Against For Elect Director Elbert O. Hand 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. 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 David S. Johnson 1g

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 Kay W. McCurdy 1h


Mgmt For For Elect Director Ralph J. Nicoletti 1i

Mgmt For For Elect Director Norman L. Rosenthal 1j




3

Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors.

Page 198 of 2,968



Artisan Partners Asset Management Inc. Meeting Date: 05/23/2018 Country: USA

Meeting Type: Annual Ticker: APAM

Primary ISIN: US04316A1088 Primary SEDOL: B8FW545

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Matthew R. Barger Mgmt For For


Mgmt Withhold For Elect Director Seth W. Brennan 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 majority of the NEOs' compensation was delivered in large discretionary cash bonuses and equity consists entirely of time-based RSUs. 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 Eric R. Colson 1.3


Mgmt Withhold For Elect Director Tench Coxe 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, the majority of the NEOs' compensation was delivered in large discretionary cash bonuses and equity consists entirely of time-based RSUs. 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 Stephanie G. DiMarco 1.5

Mgmt Withhold For Elect Director Jeffrey A. Joerres 1.6

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 majority of the NEOs' compensation was delivered in large discretionary cash bonuses and equity consists entirely of time-based RSUs.

Mgmt Withhold For Elect Director Andrew A. Ziegler 1.7




Page 199 of 2,968



As One 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 Iuchi, Takuji 2.1

Mgmt Against For Elect Director Ono, Mototaka 2.2


Mgmt Against For Elect Director Yamada, Kazuhito 2.3


Mgmt Against For Elect Director Hoshino, Yasuyuki 2.4


Mgmt Against For Elect Director Fujinaka, Kenichi 2.5


Mgmt Against For Elect Director Kimura, Mitsushige 2.6


Mgmt For For Elect Director Suzuki, Joji 2.7

Mgmt For For Elect Director Odaki, Kazuhiko 2.8

Mgmt For For Appoint Alternate Statutory Auditor Morisawa, Takeo

3

ASAHI CO LTD Meeting Date: 05/12/2018 Country: Japan


Primary ISIN: JP3110500000 Primary SEDOL: B01WP21

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Page 200 of 2,968



ASAHI CO LTD Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For Amend Articles to Amend Business Lines 2

Mgmt For For Elect Director Shimoda, Yoshifumi 3.1

Mgmt Against For Elect Director Hayashi, Nobuyuki 3.2


Mgmt Against For Elect Director Matsushita, Toru 3.3


Mgmt Against For Elect Director Koga, Toshikatsu 3.4


Mgmt Against For Elect Director Nishioka, Shiro 3.5


Mgmt Against For Elect Director Omori, Takashi 3.6


Mgmt Against For Elect Director Ibe, Miyoji 3.7


Mgmt For For Elect Director Inada, Masumitsu 3.8

Asahi Diamond Industrial 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 Kataoka, Kazuki 2.1

Mgmt Against For Elect Director Kogawa, Kazuo 2.2


Page 201 of 2,968



Asahi Diamond Industrial Co. Ltd. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Elect Director Okui, Takeo 2.3


Mgmt Against For Elect Director Ran, Minshon 2.4


Mgmt Against For Elect Director Taniguchi, Kazuaki 2.5


Mgmt Against For Elect Director Suzuki, Toru 2.6


Mgmt Against For Elect Director Hagiwara, Toshimasa 2.7


Mgmt For For Elect Director Koyama, Osamu 2.8

Mgmt For For Elect Director Nagata, Shinichi 2.9

Mgmt Against For Approve Trust-Type Equity Compensation Plan 3


Asahi Holdings, Inc. Meeting Date: 06/19/2018 Country: Japan


Primary ISIN: JP3116700000 Primary SEDOL: B60DQZ7

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Terayama, Mitsuharu Mgmt For For

Mgmt For For Elect Director Higashiura, Tomoya 1.2

Mgmt For For Elect Director Takeuchi, Yoshikatsu 1.3

Mgmt For For Elect Director Kojima, Amane 1.4

Mgmt For For Elect Director Nakanishi, Hiroyuki 1.5


Page 202 of 2,968



Asahi Kasei Corp. Meeting Date: 06/27/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Kobori, Hideki Mgmt For For

Mgmt For For Elect Director Nakao, Masafumi 1.2

Mgmt For For Elect Director Shibata, Yutaka 1.3

Mgmt For For Elect Director Sakamoto, Shuichi 1.4

Mgmt For For Elect Director Kakizawa, Nobuyuki 1.5

Mgmt For For Elect Director Hashizume, Soichiro 1.6

Mgmt For For Elect Director Shiraishi, Masumi 1.7

Mgmt For For Elect Director Tatsuoka, Tsuneyoshi 1.8

Mgmt For For Elect Director Okamoto, Tsuyoshi 1.9

Mgmt Against For Appoint Statutory Auditor Makabe, Akio 2


Asbury Automotive Group, Inc. Meeting Date: 04/18/2018 Country: USA

Meeting Type: Annual Ticker: ABG


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Bridget Ryan-Berman Mgmt For For

Mgmt For For Elect Director Dennis E. Clements 1.2

Mgmt For For Elect Director David W. Hult 1.3

Mgmt For For Elect Director Eugene S. Katz 1.4


2


Page 203 of 2,968



Asbury Automotive Group, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Ascendas Real Estate Investment Trust Meeting Date: 06/28/2018 Country: Singapore

Meeting Type: Annual Ticker: A17U

Primary ISIN: SG1M77906915 Primary SEDOL: 6563875

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

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

Mgmt For For


Mgmt For For Approve Ernst & Young LLP as Auditors and Authorize Manager to Fix Their Remuneration

2

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

3


Mgmt For For Authorize Unit Repurchase Program 4

Mgmt For For Amend Trust Deed 5

Ascent Capital Group, Inc. Meeting Date: 05/11/2018 Country: USA

Meeting Type: Annual Ticker: ASCMA

Primary ISIN: US0436321089 Primary SEDOL: B3D6PB1

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Elect Director Thomas P. McMillin Mgmt For For



Page 204 of 2,968



Ase Industrial Holdings Co Meeting Date: 06/21/2018 Country: Taiwan

Meeting Type: Special Ticker: 3711

Primary ISIN: TW0003711008 Primary SEDOL: BFXZDY1

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Cash Distribution from Capital Reserve Mgmt For For

Mgmt For For Approve Amendments to Articles of Association 2

Mgmt For For Amend Rules and Procedures for Election of Directors and Supervisors to Rules and Rename It To Procedures for Election of Directors

3

Mgmt For For Approve Amendments to Procedures Governing the Acquisition or Disposal of Assets

4

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

Mgmt For For Elect Shen-Fu Yu, with SHAREHOLDER NO.H101915XXX as Independent Director

5.1

Mgmt For For Elect Ta-Lin Hsu, with SHAREHOLDER NO.1943040XXX as Independent Director

5.2

Mgmt For For Elect Mei-Yueh Ho, with SHAREHOLDER NO.Q200495XXX as Independent Director

5.3

SH Against None Elect Non-independent Director No. 1 5.4

Voter Rationale: Shareholder proponents should provide sufficient information at least 21 days in advance of the meeting to enable shareholders to cast an informed vote.











Page 205 of 2,968



Ase Industrial Holdings Co Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction









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

6

Voter Rationale: Companies should clearly disclose the business benefits cross directorships will bring, or how conflicts of interest or competition concerns will be managed if these directors engage in business activities with competitors.

ASGN Incorporated Meeting Date: 06/14/2018 Country: USA

Meeting Type: Annual Ticker: ASGN

Primary ISIN: US00191U1025 Primary SEDOL: BFY8W20

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Jeremy M. Jones 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. 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. 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 Mariel A. Joliet 1.2


Page 206 of 2,968



ASGN Incorporated Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director Marty R. Kittrell 1.3



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, 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.



Ashford Hospitality Trust, Inc. Meeting Date: 05/15/2018 Country: USA

Meeting Type: Annual Ticker: AHT


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Monty J. Bennett Mgmt For Withhold


Mgmt For For Elect Director Benjamin J. Ansell 1.2

Mgmt For For Elect Director Amish Gupta 1.3

Mgmt For For Elect Director Kamal Jafarnia 1.4

Mgmt For For Elect Director Frederick J. Kleisner 1.5

Mgmt For For Elect Director Sheri L. Pantermuehl 1.6

Mgmt Withhold For Elect Director Alan L. Tallis 1.7

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 compensation committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness.

Page 207 of 2,968



Ashford Hospitality Trust, 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. 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. In addition, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.


Ashford Inc. Meeting Date: 06/15/2018 Country: USA

Meeting Type: Annual Ticker: AINC

Primary ISIN: US0441041078 Primary SEDOL: BSJRS58

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Monty J. Bennett 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, 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 Dinesh P. Chandiramani 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. Recently modified NEO agreements did not remove for problematic modified single-trigger cash severance entitlements. Additionally, a pay-for-performance misalignment is evidenced by outsize salary, annual incentives, and exclusively time-based options awards.

Mgmt Withhold For Elect Director Darrell T. Hail 1.3


Mgmt For For Elect Director J. Robison Hays, III 1.4

Mgmt For For Elect Director Uno Immanivong 1.5

Mgmt For For Elect Director John Mauldin 1.6

Page 208 of 2,968



Ashford Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Withhold For Elect Director Brian Wheeler 1.7


Mgmt Against For Amend Shareholder Rights Plan (Poison Pill) 2

Voter Rationale: 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 Adjourn Meeting 4

Voter Rationale: A vote AGAINST this proposal is warranted as support for the other proposals is not warranted.

ASKA Pharmaceutical Co. Meeting Date: 06/28/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt Against For Elect Director Kumano, Ikuo 2



3


Mgmt Against For Approve Equity Compensation Plan 4


ASM International NV Meeting Date: 05/28/2018 Country: Netherlands

Meeting Type: Annual Ticker: ASM

Primary ISIN: NL0000334118 Primary SEDOL: 5165294

Page 209 of 2,968



ASM International NV

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt Open Meeting 1

Mgmt Receive Report of Management Board (Non-Voting)

2

Mgmt Discuss Remuneration Report Containing Remuneration Policy for Management Board Members

3


4


5

Mgmt For For Approve Dividends of EUR 0.80 Per Share 6

Mgmt For For Approve Discharge of Management Board 7

Mgmt For For Approve Discharge of Supervisory Board 8

Mgmt For For Reelect C.D. del Prado to Management Board 9a

Mgmt For For Reelect P.A.M. van Bommel to Management Board

9b

Mgmt For For Elect M.J.C. de Jong to Supervisory Board 10a

Mgmt For For Reelect M.C.J. van Pernis to Supervisory Board 10b

Mgmt For For Approve Remuneration of Supervisory Board 11


Mgmt Against For Grant Board Authority to Issue Shares Up to 10 Percent of Issued Capital Plus Additional 10 Percent in Case of Takeover/Merger

13a


Mgmt Against For Authorize Board to Exclude Preemptive Rights from Share Issuances

13b



14a

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

14b

Mgmt For For Approve Reduction in Share Capital through Cancellation of Treasury Shares

15

Mgmt For For Approve Reduction in Share Capital with Repayment to Shareholder of EUR 4.00 per Share

16

Page 210 of 2,968



ASM International NV Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Amend Articles of Association 17



ASM Pacific Technology Ltd. Meeting Date: 05/08/2018 Country: Cayman Islands


Primary ISIN: KYG0535Q1331 Primary SEDOL: 6002453

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For


Mgmt For For Approve Deloitte Touche Tohmatsu as Auditors and Authorize Board to Fix Their Remuneration

3

Mgmt For For Authorize Repurchase of Issued Share Capital 4

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

5

Mgmt For For Authorize Reissuance of Repurchased Shares 6

Mgmt For For Elect Lok Kam Chong, John as Director 7

Mgmt For For Authorize Board to Fix the Remuneration of the Directors

8

ASML Holding NV Meeting Date: 04/25/2018 Country: Netherlands

Meeting Type: Annual Ticker: ASML

Primary ISIN: NL0010273215 Primary SEDOL: B929F46

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Page 211 of 2,968



ASML Holding NV Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Open Meeting 1

Mgmt Discuss the Company's Business, Financial Situation and Sustainability

2


3

Mgmt Discuss Remuneration Policy for Management Board

4.a


4.b

Mgmt Receive Clarification on Company's Reserves and Dividend Policy

4.c

Mgmt For For Approve Dividends of EUR 1.40 Per Share 4.d

Mgmt For For Approve Discharge of Management Board 5.a

Mgmt For For Approve Discharge of Supervisory Board 5.b

Mgmt Against For Approve 200,000 Performance Shares for Board of Management

6


Mgmt Announce Intention to Reappoint Peter T.F.M. Wennink to Management Board

7.a

Mgmt Announce Intention to Reappoint Martin A. van den Brink to Management Board

7.b

Mgmt Announce Intention to Reappoint Frederic J.M. Schneider-Maunoury to Management Board

7.c

Mgmt Announce Intention to Appoint Christophe D. Fouquet to Management Board

7.d

Mgmt Announce Intention to Reappoint Roger J.M. Dassen to Management Board

7.e

Mgmt For For Reelect J.M.C. (Hans) Stork to Supervisory Board

8.a

Mgmt For For Elect T.L. (Terri) Kelly to Supervisory Board 8.b

Mgmt Receive Retirement Schedule of the Supervisory Board

8.c


Mgmt For For Grant Board Authority to Issue Shares up to 5 Percent of Issued Capital for General Purposes

10.a

Mgmt For For Authorize Board to Exclude Preemptive Rights from Share Issuances under Item 10.a

10.b

Mgmt For For Grant Board Authority to Issue or Grant Rights to Subscribe for Ordinary Shares up to 5 Percent in Case of Merger or Acquisition

10.c

Page 212 of 2,968



ASML Holding NV Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Authorize Board to Exclude Preemptive Rights from Share Issuances under Item 10.c

10.d

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

11.a

Mgmt For For Authorize Additional Repurchase of up to 10 Percent of Issued Share Capital

11.b

Mgmt For For Authorize Cancellation of Repurchased Shares 12



Aspen Insurance Holdings Limited Meeting Date: 05/02/2018 Country: Bermuda

Meeting Type: Annual Ticker: AHL

Primary ISIN: BMG053841059 Primary SEDOL: 2172372

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Glyn Jones Mgmt For For


Mgmt For For Elect Director Gary Gregg 1.2


Mgmt For For Elect Director Bret Pearlman 1.3



2

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 Approve KPMG LLP as Auditors and Authorize Board to Fix Their Remuneration

3

Page 213 of 2,968



Assa Abloy AB Meeting Date: 04/26/2018 Country: Sweden

Meeting Type: Annual Ticker: ASSA B

Primary ISIN: SE0007100581 Primary SEDOL: BYPC1T4

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


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 Board's Proposal on Distribution of Profits

8c


9a


Mgmt For For Approve Allocation of Income and Dividends of SEK 3.30 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 2.1 million for Chairman, SEK 900,000 for Vice Chairman and SEK 630,000 for Other Directors; Approve Remuneration for Committee Work

11a

Mgmt For For Approve Remuneration of Auditors 11b


Page 214 of 2,968



Assa Abloy AB Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Reelect Lars Renstrom (Chairman), Carl Douglas (Vice Chair), Ulf Ewaldsson, Eva Karlsson, Birgitta Klasen, Sofia Schorling Hogberg and Jan Svensson as Directors; Elect Lena Olving as New Director

12a


Mgmt For For Ratify PricewaterhouseCoopers as Auditors 12b


Mgmt For For Authorize Chairman of Board and Representatives of Five of Company's Largest Shareholders to Serve on Nominating Committee

13

Mgmt For For Approve Remuneration Policy And Other Terms of Employment For Executive Management

14


Mgmt For For Authorize Class B Share Repurchase Program and Reissuance of Repurchased Shares

15

Mgmt Against For Approve Performance Share Matching Plan LTI 2018

16



Associated Banc-Corp Meeting Date: 04/24/2018 Country: USA

Meeting Type: Annual Ticker: ASB


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director John F. Bergstrom Mgmt For For

Mgmt For For Elect Director Michael T. Crowley, Jr. 1.2

Mgmt For For Elect Director Philip B. Flynn 1.3

Mgmt For For Elect Director R. Jay Gerken 1.4

Page 215 of 2,968



Associated Banc-Corp Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director Judith P. Greffin 1.5

Mgmt For For Elect Director William R. Hutchinson 1.6


Mgmt For For Elect Director Robert A. Jeffe 1.7

Mgmt For For Elect Director Eileen A. Kamerick 1.8

Mgmt Withhold For Elect Director Gale E. Klappa 1.9


Mgmt Withhold For Elect Director Richard T. Lommen 1.10

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 Cory L. Nettles 1.11

Mgmt Withhold For Elect Director Karen T. van Lith 1.12


Mgmt For For Elect Director John 'Jay' B. Williams 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. Moreover, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.




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

Meeting Type: Annual Ticker: AIZ

Primary ISIN: US04621X1081 Primary SEDOL: 2331430

Page 216 of 2,968



Assurant, Inc.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Elaine D. Rosen Mgmt For For

Mgmt Against For Elect Director Howard L. Carver 1b


Mgmt For For Elect Director Juan N. Cento 1c

Mgmt For For Elect Director Alan B. Colberg 1d

Mgmt For For Elect Director Elyse Douglas 1e

Mgmt For For Elect Director Harriet Edelman 1f

Mgmt For For Elect Director Lawrence V. Jackson 1g

Mgmt For For Elect Director Charles J. Koch 1h

Mgmt For For Elect Director Jean-Paul L. Montupet 1i

Mgmt For For Elect Director Debra J. Perry 1j

Mgmt For For Elect Director Paul J. Reilly 1k

Mgmt For For Elect Director Robert W. Stein 1l



3

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. 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.

Assured Guaranty Ltd. Meeting Date: 05/02/2018 Country: Bermuda

Meeting Type: Annual Ticker: AGO

Primary ISIN: BMG0585R1060 Primary SEDOL: B00V7H8

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Francisco L. Borges Mgmt For For

Page 217 of 2,968



Assured Guaranty Ltd. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Elect Director G. Lawrence Buhl 1b


Mgmt For For Elect Director Dominic J. Frederico 1c

Mgmt For For Elect Director Bonnie L. Howard 1d

Mgmt For For Elect Director Thomas W. Jones 1e

Mgmt Against For Elect Director Patrick W. Kenny 1f


Mgmt For For Elect Director Alan J. Kreczko 1g

Mgmt For For Elect Director Simon W. Leathes 1h

Mgmt For For Elect Director Michael T. O'Kane 1i

Mgmt For For Elect Director Yukiko Omura 1j


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 particular we note that there is a heavy reliance upon the short-term incentive, which has a potential payout substantially greater than that at its peers.


3

Mgmt For For Elect Howard W. Albert as Director of Assured Guaranty Re Ltd

4aa

Mgmt For For Elect Robert A. Bailenson as Director of Assured Guaranty Re Ltd

4ab

Mgmt For For Elect Russell B. Brewer, II as Director of Assured Guaranty Re Ltd

4ac

Mgmt For For Elect Gary Burnet as Director of Assured Guaranty Re Ltd

4ad

Mgmt For For Elect Ling Chow as Director of Assured Guaranty Re Ltd

4ae

Mgmt For For Elect Stephen Donnarumma as Director of Assured Guaranty Re Ltd

4af

Mgmt For For Elect Dominic J. Frederico as Director of Assured Guaranty Re Ltd

4ag

Mgmt For For Elect Walter A. Scott as Director of Assured Guaranty Re Ltd

4ah

Page 218 of 2,968



Assured Guaranty Ltd. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Ratify PricewaterhouseCoopers LLP as AG Re's as Auditors

4B

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

Meeting Type: Annual Ticker: ASTE


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Daniel K. Frierson 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. 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. Finally we note that the board has no female directors or a diversity policy.

Mgmt For For Elect Director Glen E. Tellock 1.2


Mgmt For For Elect Director James B. Baker 1.3



2

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.


Astellas Pharma Inc. Meeting Date: 06/15/2018 Country: Japan



Page 219 of 2,968



Astellas Pharma Inc.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

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

2

Mgmt For For Elect Director Hatanaka, Yoshihiko 3.1

Mgmt For For Elect Director Yasukawa, Kenji 3.2

Mgmt For For Elect Director Aizawa, Yoshiharu 3.3

Mgmt For For Elect Director Sekiyama, Mamoru 3.4

Mgmt For For Elect Director Yamagami, Keiko 3.5

Mgmt For For Elect Director and Audit Committee Member Fujisawa, Tomokazu

4.1

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

4.2

Mgmt For For Elect Director and Audit Committee Member Kanamori, Hitoshi

4.3

Mgmt For For Elect Director and Audit Committee Member Uematsu, Noriyuki

4.4

Mgmt For For Elect Director and Audit Committee Member Sasaki, Hiro

4.5

Mgmt For For Elect Alternate Director and Audit Committee Member Shibumura, Haruko

5


6


7



AstraZeneca plc Meeting Date: 05/18/2018 Country: United Kingdom

Meeting Type: Annual Ticker: AZN

Primary ISIN: GB0009895292 Primary SEDOL: 0989529

Page 220 of 2,968



AstraZeneca plc

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt For For Approve Dividends 2

Mgmt For For Reappoint PricewaterhouseCoopers LLP as Auditors

3

Mgmt For For Authorise Board to Fix Remuneration of Auditors 4

Mgmt For For Re-elect Leif Johansson as Director 5a

Mgmt For For Re-elect Pascal Soriot as Director 5b

Mgmt For For Re-elect Marc Dunoyer as Director 5c

Mgmt For For Re-elect Genevieve Berger as Director 5d

Mgmt For For Re-elect Philip Broadley as Director 5e

Mgmt For For Re-elect Graham Chipchase as Director 5f

Mgmt For For Elect Deborah DiSanzo as Director 5g

Mgmt For For Re-elect Rudy Markham as Director 5h

Mgmt For For Elect Sheri McCoy as Director 5i

Mgmt For For Elect Nazneen Rahman as Director 5j

Mgmt For For Re-elect Shriti Vadera as Director 5k

Mgmt For For Re-elect Marcus Wallenberg as Director 5l


Mgmt For For Approve EU Political Donations and Expenditure 7

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

8

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

9

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

10

Mgmt For For Authorise Market Purchase of Ordinary Shares 11

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

12

Mgmt For For Adopt New Articles of Association 13

Page 221 of 2,968



Astronics Corporation Meeting Date: 05/31/2018 Country: USA

Meeting Type: Annual Ticker: ATRO


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Raymond W. Boushie Mgmt For Withhold

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.

Mgmt Withhold For Elect Director Robert T. Brady 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 Withhold For Elect Director John B. Drenning 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 significant business ties to the company are not sufficiently independent to serve on key committees. 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. 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 Jeffry D. Frisby 1.4


Mgmt For For Elect Director Peter J. Gundermann 1.5

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 Warren C. Johnson 1.6


Page 222 of 2,968



Astronics Corporation Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Withhold For Elect Director Kevin T. Keane 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, 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 Neil Kim 1.8




Asure Software, Inc. Meeting Date: 05/16/2018 Country: USA

Meeting Type: Annual Ticker: ASUR

Primary ISIN: US04649U1025 Primary SEDOL: 2932037

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director David Sandberg Mgmt For Withhold

Voter Rationale: The corporate governance committee has permitted a poison pill. The best defense against a take-over is strong management and a successful strategy. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and last for a limited time.

Mgmt Withhold For Elect Director Matthew K. Behrent 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 corporate governance committee has permitted a poison pill. The best defense against a take-over is strong management and a successful strategy. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and last for a limited time.

Mgmt For For Elect Director Daniel Gill 1.3

Mgmt For For Elect Director Patrick Goepel 1.4

Mgmt Withhold For Elect Director Adrian Pertierra 1.5


Mgmt Withhold For Elect Director J. Randall Waterfield 1.6


Page 223 of 2,968



Asure Software, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Ratify Marcum LLP as Auditors 2


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. Furthermore, incentive plan features that allow for loans to exercise options are inconsistent with good practice and should be eliminated. 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. 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.

AT&T Inc. Meeting Date: 04/27/2018 Country: USA

Meeting Type: Annual Ticker: T


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Randall L. Stephenson Mgmt For For


Mgmt For For Elect Director Samuel A. Di Piazza, Jr. 1.2

Mgmt For For Elect Director Richard W. Fisher 1.3

Mgmt For For Elect Director Scott T. Ford 1.4

Mgmt For For Elect Director Glenn H. Hutchins 1.5

Mgmt For For Elect Director William E. Kennard 1.6

Mgmt For For Elect Director Michael B. McCallister 1.7

Mgmt For For Elect Director Beth E. Mooney 1.8

Mgmt Against For Elect Director Joyce M. Roche 1.9


Mgmt For For Elect Director Matthew K. Rose 1.10

Mgmt For For Elect Director Cynthia B. Taylor 1.11

Page 224 of 2,968



AT&T Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Elect Director Laura D'Andrea Tyson 1.12


Mgmt For For Elect Director Geoffrey Y. Yang 1.13



3


Mgmt For For Amend Stock Purchase and Deferral 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. 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.



SH For Against Amend Proxy Access Right 7

Voter Rationale: Shareholders should have the right to reasonable access to the proxy, including the nomination of directors to the board. Such a practice encourages greater accountability of directors to the shareholders whose interests they represent. Similar proxy access in other developed markets has not lead to problematic elections, as some companies fear.




Voter Rationale: Qualified investors should have the opportunity to put resolutions to all shareholders, either in a company meeting or by expressing their intentions through the mail. A total holding requirement of 5% is a suitable threshold to avoid abuse.

Athene Holding Ltd. Meeting Date: 06/06/2018 Country: Bermuda

Meeting Type: Annual Ticker: ATH

Primary ISIN: BMG0684D1074 Primary SEDOL: BZ13MZ1

Page 225 of 2,968



Athene Holding Ltd.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Fehmi Zeko Mgmt For For

Mgmt Against For Elect Director Marc Beilinson 1.2


Mgmt For For Elect Director Robert Borden 1.3

Mgmt Against For Elect Director H. Carl McCall 1.4


Mgmt For For Elect Director Manfred Puffer 1.5

Mgmt For For Elect Subsidiary Director James R. Belardi 2.1

Mgmt For For Elect Subsidiary Director Robert Borden 2.2

Mgmt For For Elect Subsidiary Director Frank L. Gillis 2.3

Mgmt For For Elect Subsidiary Director Gernot Lohr 2.4

Mgmt For For Elect Subsidiary Director Hope Schefler Taitz 2.5

Mgmt For For Elect Subsidiary Director William J. Wheeler 2.6

Mgmt For For Elect Subsidiary Director Natasha Scotland Courcy

3.1




4.1




5.1



Mgmt For For Authorize Board to Fix Remuneration of the Auditors

7

Page 226 of 2,968



Athene Holding Ltd. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


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.

Mgmt For For Amend Bylaws 9

Mgmt Against None Shareholder Represents that they or Any of its Tax Attributed Affliates Owns Any Class B Shares of Apollo Global Management LLP or AP Alternative Investment, L.P. If You do not Mark Yes your Vote may Not Count For = Yes and Against= No

A

Mgmt Against None Shareholder Represents that it is Neither an Employee of Apollo Group nor a Management Shareholder, If You do not Mark Yes your Vote may Not Count For = Yes and Against= No

B

Atlantia SPA Meeting Date: 04/20/2018 Country: Italy

Meeting Type: Annual Ticker: ATL

Primary ISIN: IT0003506190 Primary SEDOL: 7667163

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For Approve Financial Statements, Statutory Reports, and Allocation of Income

1


Mgmt For For Integrate Remuneration of External Auditors 2

Voter Rationale: Auditors should undertake non-audit work in exceptional circumstances only. Any non-audit fees paid to the auditor should be clearly disclosed, justified and not exceed audit fees. Large non-audit fees could compromise objectivity of the audit.

Mgmt Against For Authorize Share Repurchase Program and Reissuance of Repurchased Shares

3

Voter Rationale: Any request to use financial derivatives when repurchasing shares should be fully explained and justified by the company. Furthermore, shares should not be repurchased at a premium/discount to the market price of more than 10%.

Mgmt Appoint Internal Statutory Auditors (Slate Election) - Choose One of the Following Slates

Page 227 of 2,968



Atlantia SPA Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

SH Do Not Vote None Slate Submitted by Sintonia SpA 4.a.1

Voter Rationale: DO NOT VOTE on this item because:- Shareholders can support only one slate.- This election is not contentious as only two slates have been presented and candidates are not competing for the same seats on the board;- Slate submitted under Item 4.a.2 is better positioned to represent the long-term interests of minority shareholders and carry out an independent oversight of the management's action.

SH For None Slate Submitted by Institutional Investors (Assogestioni)

4.a.2

Voter Rationale: This item warrants a vote FOR because:- Shareholders can support only one slate.- This election is not contentious.- This slate has been proposed by institutional investors, and these nominees could therefore be the best positioned to represent the interests of minority shareholders and carryout effective oversight on the management's behavior.- Candidates on this slate have agreed to abide by the chart of corporate governance principles adopted by Assogestioni.

Mgmt For For Approve Internal Auditors' Remuneration 4.b


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, 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 Against For Amend Additional Phantom Option Plan 2017 6

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, 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, 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 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.

Atlantic Capital Bancshares, Inc. Meeting Date: 05/17/2018 Country: USA

Meeting Type: Annual Ticker: ACBI

Primary ISIN: US0482692037 Primary SEDOL: BYT55F3

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Walter M. 'Sonny' Deriso, Jr. Mgmt For For

Mgmt For For Elect Director Adam D. Compton 1.2

Mgmt For For Elect Director Henchy R. Enden 1.3

Mgmt For For Elect Director James H. Graves 1.4

Page 228 of 2,968



Atlantic Capital Bancshares, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director Douglas J. Hertz 1.5

Mgmt For For Elect Director Larry D. Mauldin 1.6

Mgmt For For Elect Director R. Charles Shufeldt 1.7

Mgmt For For Elect Director Lizanne Thomas 1.8

Mgmt For For Elect Director Douglas L. Williams 1.9

Mgmt For For Elect Director Marietta Edmunds Zakas 1.10


Atlas Air Worldwide Holdings, Inc. Meeting Date: 05/23/2018 Country: USA

Meeting Type: Annual Ticker: AAWW

Primary ISIN: US0491642056 Primary SEDOL: B01Z8P4

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Robert F. Agnew Mgmt For For


Mgmt For For Elect Director Timothy J. Bernlohr 1.2

Mgmt For For Elect Director Charles F. Bolden, Jr. 1.3

Mgmt For For Elect Director William J. Flynn 1.4

Mgmt For For Elect Director Bobby J. Griffin 1.5

Mgmt For For Elect Director Carol B. Hallett 1.6

Mgmt For For Elect Director Jane H. Lute 1.7

Mgmt For For Elect Director Duncan J. McNabb 1.8

Mgmt For For Elect Director Sheila A. Stamps 1.9

Mgmt For For Elect Director John K. Wulff 1.10


Page 229 of 2,968



Atlas Air Worldwide Holdings, 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. 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. 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.

Atlas Financial Holdings, Inc. Meeting Date: 05/22/2018 Country: Cayman Islands

Meeting Type: Annual Ticker: AFH

Primary ISIN: KYG062071157 Primary SEDOL: B9B9871

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Gordon G. Pratt Mgmt For For


Mgmt For For Elect Director Jordan M. Kupinsky 1b


Mgmt Withhold For Elect Director John T. Fitzgerald 1c

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, 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 Walter F. Walker 1d

Mgmt For For Elect Director Scott D. Wollney 1e


Page 230 of 2,968



ATN International, Inc. Meeting Date: 06/12/2018 Country: USA

Meeting Type: Annual Ticker: ATNI

Primary ISIN: US00215F1075 Primary SEDOL: BDC84D3

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Martin L. Budd Mgmt For For

Mgmt For For Elect Director Bernard J. Bulkin 1b

Mgmt For For Elect Director Michael T. Flynn 1c

Mgmt For For Elect Director Richard J. Ganong 1d

Mgmt For For Elect Director John C. Kennedy 1e

Mgmt For For Elect Director Liane J. Pelletier 1f

Mgmt For For Elect Director Michael T. Prior 1g


Mgmt Against For Elect Director Charles J. Roesslein 1h



Atom Corp Meeting Date: 06/14/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Ishikawa, Keisuke Mgmt For For

Mgmt Against For Elect Director Ito, Fumiaki 1.2


Page 231 of 2,968



Atom Corp Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Elect Director Saito, Noriyuki 1.3


Mgmt Against For Elect Director Ozawa, Toshiharu 1.4


Mgmt Against For Elect Director and Audit Committee Member Ota, Kazuyoshi

2.1


Mgmt For For Elect Director and Audit Committee Member Saimon, Asako

2.2

Mgmt For For Elect Director and Audit Committee Member Ogawa, Takamasa

2.3

Atos SE Meeting Date: 05/24/2018 Country: France

Meeting Type: Annual/Special Ticker: ATO


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



1


2


3

Mgmt For For Approve Stock Dividend Program 4

Mgmt For For Approve Remuneration of Directors in the Aggregate Amount of EUR 500,000

5

Mgmt For For Reelect Bertrand Meunier as Director 6

Mgmt For For Reelect Pasquale Pistorio as Director 7

Mgmt For For Renew Appointment of Deloitte and Associes as Auditor

8

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.

Page 232 of 2,968



Atos SE Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Acknowledge End of Mandate of B.E.A.S. as Alternate Auditor and Decision Not to Replace

9

Mgmt Against For Approve Compensation of Thierry Breton, 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 cash or share-based awards and payments that fall outside the company's remuneration policy should require ex-ante shareholder approval. 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 For For Approve Remuneration Policy of Chairman and CEO

11

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.


12



13

Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights up to 30 Percent of Issued Share Capital

14

Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights up to 10 Percent of Issued Share Capital

15

Mgmt For For Approve Issuance of Equity or Equity-Linked Securities for up to 10 Percent of Issued Capital Per Year for Private Placements

16

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

17

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

18

Mgmt For For Authorize Capitalization of Reserves of Up to EUR 3,865 Million for Bonus Issue or Increase in Par Value

19


20

Mgmt Against For Authorize up to 0.9 Percent of Issued Capital for Use in Restricted Stock Plans

21


Mgmt For For Amend Article 27 of Bylaws to Comply with Legal Changes Re: Auditors

22


23

Page 233 of 2,968



Atrion Corporation Meeting Date: 05/22/2018 Country: USA

Meeting Type: Annual Ticker: ATRI


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Preston G. Athey Mgmt For For


Mgmt Against For Elect Director Hugh J. Morgan, Jr. 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. 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. 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.



3


Autobacs Seven Co. Ltd. Meeting Date: 06/21/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt Against For Elect Director Kobayashi, Kiomi 2.1


Mgmt For For Elect Director Matsumura, Teruyuki 2.2

Page 234 of 2,968



Autobacs Seven Co. Ltd. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director Hirata, Isao 2.3

Mgmt For For Elect Director Kumakura, Eiichi 2.4

Mgmt For For Elect Director Horii, Yugo 2.5

Mgmt For For Elect Director Odamura, Hatsuo 2.6

Mgmt For For Elect Director Takayama, Yoshiko 2.7

Mgmt For For Elect Director Miyake, Minesaburo 2.8

Mgmt For For Appoint Statutory Auditor Kakegai, Yukio 3

Autodesk, Inc. Meeting Date: 06/12/2018 Country: USA

Meeting Type: Annual Ticker: ADSK


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Andrew Anagnost Mgmt For For

Mgmt Against For Elect Director Crawford W. Beveridge 1b

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.

Mgmt For For Elect Director Karen Blasing 1c

Mgmt For For Elect Director Reid French 1d

Mgmt For For Elect Director Mary T. McDowell 1e

Mgmt For For Elect Director Lorrie M. Norrington 1f

Mgmt Against For Elect Director Betsy Rafael 1g


Mgmt For For Elect Director Stacy J. Smith 1h



Page 235 of 2,968



Autodesk, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


3


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

Meeting Type: Annual Ticker: ALV


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Robert W. Alspaugh Mgmt For For

Mgmt For For Elect Director Jan Carlson 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. 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 Hasse Johansson 1.3

Mgmt For For Elect Director Leif Johansson 1.4


Mgmt For For Elect Director David E. Kepler 1.5

Mgmt For For Elect Director Franz-Josef Kortum 1.6


Mgmt For For Elect Director Xiaozhi Liu 1.7


Mgmt Withhold For Elect Director James M. Ringler 1.8

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. Moreover, 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 Kazuhiko Sakamoto 1.9

Page 236 of 2,968



Autoliv, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director Thaddeus J. "Ted" Senko 1.10

Mgmt For For Elect Director Wolfgang Ziebart 1.11


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. 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 Ernst & Young AB as Auditors 3


AutoNation, Inc. Meeting Date: 04/19/2018 Country: USA

Meeting Type: Annual Ticker: AN

Primary ISIN: US05329W1027 Primary SEDOL: 2732635

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Mike Jackson Mgmt For For


Mgmt Against For Elect Director Rick L. Burdick 1.2


Mgmt For For Elect Director Tomago Collins 1.3

Mgmt For For Elect Director David B. Edelson 1.4

Mgmt For For Elect Director Robert R. Grusky 1.5

Mgmt For For Elect Director Kaveh Khosrowshahi 1.6

Mgmt For For Elect Director Michael Larson 1.7

Mgmt For For Elect Director G. Mike Mikan 1.8

Mgmt For For Elect Director Alison H. Rosenthal 1.9

Mgmt For For Elect Director Jacqueline A. Travisano 1.10


Page 237 of 2,968



AutoNation, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



AV Homes, Inc. Meeting Date: 05/31/2018 Country: USA

Meeting Type: Annual Ticker: AVHI

Primary ISIN: US00234P1021 Primary SEDOL: B7M6703

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Paul D. Barnett Mgmt For For

Mgmt Withhold For Elect Director Matthew Coleman 1.2

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

Mgmt For For Elect Director Roger A. Cregg 1.3

Mgmt For For Elect Director Roger W. Einiger 1.4

Mgmt Withhold For Elect Director Paul Hackwell 1.5

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

Mgmt Withhold For Elect Director Joshua L. Nash 1.6


Mgmt For For Elect Director Jonathan M. Pertchik 1.7

Mgmt For For Elect Director Michael F. Profenius 1.8

Mgmt For For Elect Director Aaron D. Ratner 1.9

Mgmt Withhold For Elect Director Joel M. Simon 1.10


Mgmt For For Ratify Deloitte and Touche LLP as Auditors 2

Page 238 of 2,968



AV Homes, 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. Furthermore, significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. 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. 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.

AvalonBay Communities, Inc. Meeting Date: 05/23/2018 Country: USA

Meeting Type: Annual Ticker: AVB


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Glyn F. Aeppel Mgmt For Against


Mgmt Against For Elect Director Terry S. Brown 1b


Mgmt For For Elect Director Alan B. Buckelew 1c

Mgmt Against For Elect Director Ronald L. Havner, Jr. 1d


Mgmt For For Elect Director Stephen P. Hills 1e

Mgmt Against For Elect Director Richard J. Lieb 1f


Mgmt For For Elect Director Timothy J. Naughton 1g


Page 239 of 2,968



AvalonBay Communities, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Elect Director Peter S. Rummell 1h


Mgmt Against For Elect Director H. Jay Sarles 1i


Mgmt For For Elect Director Susan Swanezy 1j

Mgmt Against For Elect Director W. Edward Walter 1k


Mgmt For For Ratify Ernst & Young as Auditors 2


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, the remuneration committee should not allow vesting of incentive awards for below median performance.

Avery Dennison Corporation Meeting Date: 04/26/2018 Country: USA

Meeting Type: Annual Ticker: AVY


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Bradley A. Alford Mgmt For For


Mgmt For For Elect Director Anthony K. Anderson 1b


Mgmt Against For Elect Director Peter K. Barker 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 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 Mitchell R. Butier 1d

Page 240 of 2,968



Avery Dennison Corporation Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director Ken C. Hicks 1e

Mgmt For For Elect Director Andres A. Lopez 1f

Mgmt Against For Elect Director David E.I. Pyott 1g

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, this director is not sufficiently independent to serve as the independent lead director.

Mgmt Against For Elect Director Dean A. Scarborough 1h


Mgmt Against For Elect Director Patrick T. Siewert 1i

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 Against For Elect Director Julia A. Stewart 1j

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, 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 Martha N. Sullivan 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, 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.



Page 241 of 2,968



Avex 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 Amend Business Lines - Clarify Director Authority on Shareholder Meetings - Clarify Director Authority on Board Meetings

2

Mgmt For For Elect Director Matsura, Masato 3.1

Mgmt For For Elect Director Hayashi, Shinji 3.2

Mgmt For For Elect Director Kuroiwa, Katsumi 3.3

Mgmt For For Elect Director Kenjo, Toru 3.4

Mgmt For For Elect Director Ando, Hiroyuki 3.5

Mgmt For For Elect Director Okubo, Keiichi 3.6

Avid Technology, Inc. Meeting Date: 05/08/2018 Country: USA

Meeting Type: Annual Ticker: AVID


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Nancy Hawthorne 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 audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. 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. 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 John H. Park 1b


Page 242 of 2,968



Avid Technology, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director Peter M. Westley 1c




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. 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.



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, 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.

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

Meeting Type: Annual Ticker: CAR

Primary ISIN: US0537741052 Primary SEDOL: B1CL8J2

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Larry D. De Shon Mgmt For For

Mgmt For For Elect Director Brian J. Choi 1.2

Mgmt For For Elect Director Mary C. Choksi 1.3


Page 243 of 2,968



Avis Budget Group, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Withhold For Elect Director Leonard S. Coleman 1.4

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

Mgmt Withhold For Elect Director Jeffrey H. Fox 1.5


Mgmt For For Elect Director Lynn Krominga 1.6

Mgmt For For Elect Director Glenn Lurie 1.7

Mgmt For For Elect Director Eduardo G. Mestre 1.8

Mgmt For For Elect Director Jagdeep Pahwa 1.9

Mgmt Withhold For Elect Director F. Robert Salerno 1.10


Mgmt For For Elect Director Francis J. Shammo 1.11

Mgmt For For Elect Director Carl Sparks 1.12

Mgmt For For Elect Director Sanoke Viswanathan 1.13




3

Avista Corporation Meeting Date: 05/10/2018 Country: USA

Meeting Type: Annual Ticker: AVA

Primary ISIN: US05379B1070 Primary SEDOL: 2942605

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Erik J. Anderson Mgmt For Against

Page 244 of 2,968



Avista Corporation Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt Against For Elect Director Kristianne Blake 1b

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.

Mgmt For For Elect Director Donald C. Burke 1c


Mgmt For For Elect Director Rebecca A. Klein 1d

Mgmt For For Elect Director Scott H. Maw 1e

Mgmt For For Elect Director Scott L. Morris 1f


Mgmt For For Elect Director Marc F. Racicot 1g

Mgmt For For Elect Director Heidi B. Stanley 1h

Mgmt Against For Elect Director R. John Taylor 1i


Mgmt For For Elect Director Dennis P. Vermillion 1j

Mgmt For For Elect Director Janet D. Widmann 1k




Page 245 of 2,968



Avista Corporation 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, 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.

Aviva plc Meeting Date: 05/10/2018 Country: United Kingdom

Meeting Type: Annual Ticker: AV.

Primary ISIN: GB0002162385 Primary SEDOL: 0216238

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For




Mgmt For For Elect Maurice Tulloch as Director 5

Mgmt For For Re-elect Claudia Arney as Director 6

Mgmt For For Re-elect Glyn Barker as Director 7

Mgmt For For Re-elect Andy Briggs as Director 8

Mgmt For For Re-elect Patricia Cross as Director 9

Mgmt For For Re-elect Belen Romana Garcia as Director 10

Mgmt For For Re-elect Michael Hawker as Director 11

Mgmt For For Re-elect Michael Mire as Director 12

Mgmt For For Re-elect Sir Adrian Montague as Director 13

Mgmt For For Re-elect Tom Stoddard as Director 14

Mgmt For For Re-elect Keith Williams as Director 15

Mgmt For For Re-elect Mark Wilson as Director 16

Mgmt For For Reappoint PricewaterhouseCoopers LLP as Auditors

17

Page 246 of 2,968



Aviva plc Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

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

18

Mgmt For For Authorise EU Political Donations and Expenditure

19

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

20

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

21

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

22

Mgmt For For Authorise Issue of Equity in Relation to Any Issuance of SII Instruments

23

Mgmt For For Authorise Issue of Equity without Pre-emptive Rights in Relation to Any Issuance of SII Instruments

24

Mgmt For For Authorise Market Purchase of Ordinary Shares 25

Mgmt For For Authorise Market Purchase of 8 3/4 % Preference Shares

26

Mgmt For For Authorise Market Purchase of 8 3/8 % Preference Shares

27

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

28

Mgmt For For Adopt New Articles of Association 29

Avon Products, Inc. Meeting Date: 05/16/2018 Country: USA

Meeting Type: Annual Ticker: AVP


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Jose Armario Mgmt For For

Mgmt Withhold For Elect Director W. Don Cornwell 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 nomination committee should be majority 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.

Page 247 of 2,968



Avon Products, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director Nancy Killefer 1.3


Mgmt For For Elect Director Susan J. Kropf 1.4

Mgmt For For Elect Director Helen McCluskey 1.5

Mgmt For For Elect Director Andrew G. McMaster, Jr. 1.6

Mgmt For For Elect Director James A. Mitarotonda 1.7

Mgmt For For Elect Director Jan Zijderveld 1.8

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.


2



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



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Approve Allocation of Income, With a Final Dividend of JPY 4.5

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 Against For Amend Articles to Adopt Board Structure with Audit Committee - Reduce Share Trading Unit - Amend Provisions on Number of Directors - Indemnify Directors - Authorize Board to Determine Income Allocation

3

Voter Rationale: Excess cash should be returned to shareholders when it is not otherwise invested. Shareholders should retain the right to approve the company's dividend policy.

Mgmt Against For Elect Director Okada, Yoshifumi 4.1


Page 248 of 2,968



Awa Bank Ltd. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Elect Director Nagaoka, Susumu 4.2


Mgmt Against For Elect Director Onishi, Yasuo 4.3


Mgmt Against For Elect Director Fukunaga, Takehisa 4.4


Mgmt Against For Elect Director Miyoshi, Toshiyuki 4.5


Mgmt Against For Elect Director Yamato, Shiro 4.6


Mgmt Against For Elect Director Miura, Atsunori 4.7


Mgmt Against For Elect Director and Audit Committee Member Kaide, Takao

5.1


Mgmt Against For Elect Director and Audit Committee Member Komatsu, Yasuhiro

5.2


Mgmt Against For Elect Director and Audit Committee Member Sonoki, Hiroshi

5.3

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 Yonebayashi, Akira

5.4


Mgmt Against For Elect Director and Audit Committee Member Araki, Kojiro

5.5


Mgmt For For Elect Director and Audit Committee Member Fujii, Hiroshi

5.6

Mgmt For For Elect Director and Audit Committee Member Noda, Seiko

5.7


6

Page 249 of 2,968



Awa Bank Ltd. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


7

Mgmt Against For Approve Director and Statutory Auditor Retirement Bonus

8



9

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


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

Meeting Type: Annual Ticker: AWRE

Primary ISIN: US05453N1000 Primary SEDOL: 2067092

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Brian D. Connolly Mgmt For Withhold


Mgmt For For Elect Director Richard P. Moberg 1.2


Mgmt For For Elect Director Kevin T. Russell 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, 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.

Page 250 of 2,968



Axa Meeting Date: 04/25/2018 Country: France

Meeting Type: Annual/Special Ticker: CS


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction



1


2


3

Mgmt For For Approve Compensation of Denis Duverne, Chairman of the Board

4

Mgmt Against For Approve Compensation of Thomas Buberl, CEO 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. Furthermore, companies should not extend vesting periods or allow re-testing of performance targets because this weakens the effectiveness of incentive schemes. 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 For For Approve Remuneration Policy of Denis Duverne, Chairman of the Board

6

Mgmt For For Approve Remuneration Policy of Thomas Buberl, CEO

7

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 Auditors' Special Report on Related-Party Transactions Mentioning the Absence of New Transactions

8

Mgmt Against For Approve Severance Agreement with Thomas Buberl

9

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 Reelect Denis Duverne as Director 10

Mgmt For For Reelect Thomas Buberl as Director 11

Mgmt For For Reelect Andre Francois-Poncet as Director 12

Mgmt For For Elect Patricia Barbizet as Director 13

Mgmt For For Elect Rachel Duan as Director 14

Page 251 of 2,968



Axa Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Renew Appointment of PricewaterhouseCoopers Audit as Auditor

15


Mgmt For For Appoint Patrice Morot as Alternate Auditor 16


Mgmt For For Approve Remuneration of Directors in the Aggregate Amount of EUR 1.9 Million

17


18



19

Mgmt For For Authorize Capital Issuances for Use in Employee Stock Purchase Plans Reserved for Employees of International Subsidiaries

20


21

Mgmt For For Amend Article 10 of Bylaws Re: Employee Representatives

22


23

Axalta Coating Systems Ltd. Meeting Date: 05/02/2018 Country: Bermuda

Meeting Type: Annual Ticker: AXTA

Primary ISIN: BMG0750C1082 Primary SEDOL: BSFWCF5

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Robert M. McLaughlin Mgmt For For

Mgmt For For Elect Director Samuel L. Smolik 1.2



Mgmt For For Amend Bylaws 3

Page 252 of 2,968



Axalta Coating Systems Ltd. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


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


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.

Axcelis Technologies, Inc. Meeting Date: 05/16/2018 Country: USA

Meeting Type: Annual Ticker: ACLS

Primary ISIN: US0545402085 Primary SEDOL: BD420Q8

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Tzu-Yin ('TY') Chiu Mgmt For For

Mgmt For For Elect Director Richard J. Faubert 1.2

Mgmt Withhold For Elect Director R. John Fletcher 1.3


Mgmt For For Elect Director Arthur L. George, Jr. 1.4

Mgmt For For Elect Director Joseph P. Keithley 1.5

Mgmt For For Elect Director John T. Kurtzweil 1.6

Mgmt For For Elect Director Mary G. Puma 1.7

Mgmt For For Elect Director Thomas St. Dennis 1.8


Page 253 of 2,968



Axcelis Technologies, 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. 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, severance payments should not exceed two year’s pay. Larger severance packages should be subject to a separate shareholder approval.

Axial Retailing 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 Hara, Kazuhiko 2.1

Mgmt Against For Elect Director Ueki, Takeyuki 2.2


Mgmt Against For Elect Director Igarashi, Yasuo 2.3


Mgmt Against For Elect Director Yamagishi, Bungo 2.4


Mgmt Against For Elect Director Moriyama, Hitoshi 2.5


Mgmt Against For Elect Director Maruyama, Mitsuyuki 2.6


Mgmt Against For Elect Director Kabe, Toshio 2.7


Mgmt Against For Elect Director Nakagawa, Manabu 2.8


Page 254 of 2,968



Axial Retailing Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Elect Director Hayakawa, Hitoshi 2.9


Mgmt For For Elect Director Hosokai, Iwao 2.10

Mgmt For For Elect Director Niihara, Koichi 2.11

Mgmt Against For Appoint Statutory Auditor Yako, Junichi 3.1


Mgmt Against For Appoint Statutory Auditor Iwasaki, Ryoji 3.2


Mgmt Against For Appoint Statutory Auditor Saito, Yoshihito 3.3


AXIS Capital Holdings Limited Meeting Date: 05/02/2018 Country: Bermuda

Meeting Type: Annual Ticker: AXS

Primary ISIN: BMG0692U1099 Primary SEDOL: 2677606

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Michael A. Butt Mgmt For Withhold


Mgmt Withhold For Elect Director Charles A. Davis 1.2



2

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 255 of 2,968



AXIS Capital Holdings Limited Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Approve Deloitte Ltd., Hamilton, Bermuda as Auditors and Authorize Board to Fix Their Remuneration

3

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

Meeting Type: Annual Ticker: AAXN

Primary ISIN: US05464C1018 Primary SEDOL: BDT5S35

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Richard H. Carmona Mgmt For For

Mgmt For For Elect Director Bret Taylor 1.2


Mgmt For For Elect Director Julie Cullivan 1.3

Mgmt Against For Approve Stock Option Plan Grants 2

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. 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.


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. 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.


Page 256 of 2,968



Axon Enterprise, 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. 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.

SH For Against 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.

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

Meeting Type: Annual Ticker: AXTI

Primary ISIN: US00246W1036 Primary SEDOL: 2247979

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Elect Director Jesse Chen 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.


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.

Mgmt For For Ratify BPM LLP as Auditors 3

Page 257 of 2,968



Azbil Corp. Meeting Date: 06/26/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

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

2

Mgmt For For Elect Director Sone, Hirozumi 3.1

Mgmt For For Elect Director Iwasaki, Masato 3.2

Mgmt For For Elect Director Hojo, Yoshimitsu 3.3

Mgmt For For Elect Director Yokota, Takayuki 3.4

Mgmt For For Elect Director Hamada, Kazuyasu 3.5

Mgmt For For Elect Director Sasaki, Tadayuki 3.6

Mgmt For For Elect Director Eugene Lee 3.7

Mgmt For For Elect Director Tanabe, Katsuhiko 3.8

Mgmt For For Elect Director Ito, Takeshi 3.9

Mgmt For For Elect Director Fujiso, Waka 3.10

B&G Foods, Inc. Meeting Date: 05/22/2018 Country: USA

Meeting Type: Annual Ticker: BGS

Primary ISIN: US05508R1068 Primary SEDOL: B034L49

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director DeAnn L. Brunts Mgmt For For

Mgmt For For Elect Director Robert C. Cantwell 1.2

Mgmt For For Elect Director Charles F. Marcy 1.3

Mgmt For For Elect Director Robert D. Mills 1.4

Mgmt For For Elect Director Dennis M. Mullen 1.5

Page 258 of 2,968



B&G Foods, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director Cheryl M. Palmer 1.6

Mgmt Against For Elect Director Alfred Poe 1.7


Mgmt Against For Elect Director Stephen C. Sherrill 1.8


Mgmt Against For Elect Director David L. Wenner 1.9



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, 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.



Babcock & Wilcox Enterprises, Inc. Meeting Date: 06/01/2018 Country: USA

Meeting Type: Annual Ticker: BW

Primary ISIN: US05614L1008 Primary SEDOL: BZ0W7V0

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Declassify the Board of Directors Mgmt For For


Page 259 of 2,968



Babcock & Wilcox Enterprises, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director Thomas A. Christopher 2a

Mgmt For For Elect Director Brian R. Kahn 2b

Mgmt For For Elect Director Leslie C. Kass 2c

Mgmt For For Elect Director Thomas A. Christopher 3a

Mgmt For For Elect Director Brian R. Kahn 3b

Mgmt For For Elect Director Leslie C. Kass 3c



Mgmt Against For Ratify Deloitte & Touche LLP as Auditors 5


6

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, 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.


Voter Rationale: This plan could lead to excessive dilution. In addition, incentive plans that allow for loans to exercise options are inconsistent with good practice and should be eliminated.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, 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,share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable.

Badger Meter, Inc. Meeting Date: 04/27/2018 Country: USA

Meeting Type: Annual Ticker: BMI


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Todd A. Adams Mgmt For Withhold


Page 260 of 2,968



Badger Meter, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Withhold For Elect Director Thomas J. Fischer 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, the corporate governance committee has permitted a poison pill. The best defense against a take-over is strong management and a successful strategy. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and last for a limited time.

Mgmt Withhold For Elect Director Gale E. Klappa 1.3

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 corporate governance committee has permitted a poison pill. The best defense against a take-over is strong management and a successful strategy. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and last for a limited time.

Mgmt Withhold For Elect Director Gail A. Lione 1.4


Mgmt For For Elect Director Richard A. Meeusen 1.5


Mgmt For For Elect Director James F. Stern 1.6

Mgmt For For Elect Director Glen E. Tellock 1.7

Mgmt Withhold For Elect Director Todd J. Teske 1.8

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 corporate governance committee has permitted a poison pill. The best defense against a take-over is strong management and a successful strategy. Where poison pills are adopted, they should be approved by shareholders prior to deployment, include independent oversight, and last for a limited time.


2




Baker Hughes, a GE company Meeting Date: 05/11/2018 Country: USA

Meeting Type: Annual Ticker: BHGE

Primary ISIN: US05722G1004 Primary SEDOL: BDHLTQ5

Page 261 of 2,968



Baker Hughes, a GE company

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director W. Geoffrey Beattie Mgmt For For

Mgmt For For Elect Director Gregory D. Brenneman 1b

Mgmt For For Elect Director Clarence P. Cazalot, Jr. 1c

Mgmt Withhold For Elect Director Martin S. Craighead 1d

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

Mgmt For For Elect Director Lynn L. Elsenhans 1e

Mgmt For For Elect Director Jamie S. Miller 1f

Mgmt For For Elect Director James J. Mulva 1g

Mgmt Withhold For Elect Director John G. Rice 1h

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

Mgmt For For Elect Director Lorenzo Simonelli 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. Furthermore, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. Further, 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 Approve Nonqualified Employee Stock Purchase Plan

3


Balchem Corporation Meeting Date: 06/20/2018 Country: USA

Meeting Type: Annual Ticker: BCPC


Page 262 of 2,968



Balchem Corporation

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Paul D. Coombs Mgmt For For


Mgmt For For Elect Director Daniel E. Knutson 1.2




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

Ball Corporation Meeting Date: 04/25/2018 Country: USA

Meeting Type: Annual Ticker: BLL


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Robert W. Alspaugh Mgmt For For


Mgmt For For Elect Director Michael J. Cave 1.2


Mgmt For For Elect Director Pedro Henrique Mariani 1.3


Page 263 of 2,968



Ball Corporation 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. In addition, the remuneration committee should not allow vesting of incentive awards for below median performance.

Banc of California, Inc. Meeting Date: 05/31/2018 Country: USA

Meeting Type: Annual Ticker: BANC

Primary ISIN: US05990K1060 Primary SEDOL: BCD47X4

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Bonnie G. Hill Mgmt For For

Mgmt For For Elect Director W. Kirk Wycoff 1.2



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. Furthermore, 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. 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. Also, incentive plan features that allow for loans to exercise options are inconsistent with good practice and should be eliminated. 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.

Mgmt For For Amend Articles of Incorporation to Eliminate Ability of the Board to Change Number of Authorized Shares Without Stockholder Approval

4

Page 264 of 2,968



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

Meeting Type: Annual Ticker: BANF

Primary ISIN: US05945F1030 Primary SEDOL: 2078782

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Dennis L. Brand Mgmt For For

Mgmt Withhold For Elect Director C.L. Craig, 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. Moreover,

Mgmt For For Elect Director James R. Daniel 1.3

Mgmt For For Elect Director F. Ford Drummond 1.4

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, 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 Ford 1.5

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, 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 David R. Harlow 1.6

Mgmt For For Elect Director William O. Johnstone 1.7

Mgmt For For Elect Director Frank Keating 1.8


Mgmt For For Elect Director Dave R. Lopez 1.9


Mgmt For For Elect Director W. Scott Martin 1.10


Mgmt Withhold For Elect Director Tom H. McCasland, III 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. 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. 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 265 of 2,968



BancFirst Corporation Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Withhold For Elect Director Ronald J. Norick 1.12

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, 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 David E. Rainbolt 1.13


Mgmt Withhold For Elect Director H.E. Rainbolt 1.14


Mgmt For For Elect Director Michael S. Samis 1.15

Mgmt For For Elect Director Darryl Schmidt 1.16

Mgmt For For Elect Director Natalie Shirley 1.17


Mgmt For For Elect Director Robin Smith 1.18


Mgmt For For Elect Director Michael K. Wallace 1.19


Mgmt For For Elect Director Gregory G. Wedel 1.20


Mgmt Withhold For Elect Director G. Rainey Williams, Jr. 1.21

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. 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 Ratify BKD, LLP as Auditors 2

Banco Santander Chile Meeting Date: 04/24/2018 Country: Chile

Meeting Type: Annual Ticker: BSANTANDER

Primary ISIN: CLP1506A1070 Primary SEDOL: 2000257

Page 266 of 2,968



Banco Santander Chile

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Meeting for ADR Holders Mgmt


1


Mgmt For For Approve Allocation of Income and Dividends of CLP 2.25 Per Share

2

Mgmt For For Ratify Claudio Melandri Hinojosa, Felix De Vicente Mingo and Alfonso Gomez Morales as Directors to Replace Vittorio Corbo Lioi, Roberto Zahler Mayanz and Roberto Mendez Torres

3



Mgmt Against For Appoint Auditors 5

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

Mgmt For For Designate Risk Assessment Companies 6

Mgmt For For Approve Remuneration and Budget of Directors' Committee and Audit Committee; Receive Directors and Audit Committee's Report

7

Mgmt Receive Report Regarding Related-Party Transactions

8

Mgmt Transact Other Business (Non-Voting) 9

Bancorpsouth Bank Meeting Date: 04/25/2018 Country: USA

Meeting Type: Annual Ticker: BXS

Primary ISIN: US05971J1025 Primary SEDOL: BF3BNF0

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director James E. Campbell, III Mgmt For For


Page 267 of 2,968



Bancorpsouth Bank Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director Keith J. Jackson 1.2


Mgmt Withhold For Elect Director Larry G. Kirk 1.3


Mgmt Withhold For Elect Director Guy W. Mitchell, 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, this director is not sufficiently independent to serve as the independent lead director. 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 Elect Director Donald R. Grobowsky 1.5



2




BANDAI NAMCO Holdings Inc. Meeting Date: 06/18/2018 Country: Japan


Primary ISIN: JP3778630008 Primary SEDOL: B0JDQD4

Page 268 of 2,968



BANDAI NAMCO Holdings Inc.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt For For Elect Director Taguchi, Mitsuaki 2.1

Mgmt Against For Elect Director Otsu, Shuji 2.2


Mgmt Against For Elect Director Asako, Yuji 2.3


Mgmt Against For Elect Director Kawaguchi, Masaru 2.4


Mgmt Against For Elect Director Oshita, Satoshi 2.5


Mgmt Against For Elect Director Hagiwara, Hitoshi 2.6


Mgmt Against For Elect Director Kawashiro, Kazumi 2.7


Mgmt Against For Elect Director Miyakawa, Yasuo 2.8


Mgmt For For Elect Director Matsuda, Yuzuru 2.9

Mgmt For For Elect Director Kuwabara, Satoko 2.10

Mgmt For For Elect Director Noma, Mikiharu 2.11

Mgmt For For Appoint Statutory Auditor Nagaike, Masataka 3.1

Mgmt For For Appoint Statutory Auditor Shinoda, Toru 3.2

Mgmt For For Appoint Statutory Auditor Sudo, Osamu 3.3

Mgmt For For Appoint Statutory Auditor Kamijo, Katsuhiko 3.4

Mgmt For For Approve Equity Compensation Plan 4

Page 269 of 2,968



Bando Chemical Industries 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 Yoshii, Mitsutaka 2.1

Mgmt Against For Elect Director Kashiwada, Shinji 2.2


Mgmt Against For Elect Director Someda, Atsushi 2.3


Mgmt Against For Elect Director Hata, Katsuhiko 2.4


Mgmt Against For Elect Director and Audit Committee Member Matsusaka, Takahiro

3.1


Mgmt Against For Elect Director and Audit Committee Member Shigematsu, Takashi

3.2


Mgmt For For Elect Director and Audit Committee Member Shimizu, Haruo

3.3

Mgmt Against For Elect Director and Audit Committee Member Nakamura, Kyosuke

3.4


Bank of America Corporation Meeting Date: 04/25/2018 Country: USA

Meeting Type: Annual Ticker: BAC


Page 270 of 2,968



Bank of America Corporation

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Sharon L. Allen Mgmt For For

Mgmt For For Elect Director Susan S. Bies 1b

Mgmt For For Elect Director Jack O. Bovender, Jr. 1c

Mgmt For For Elect Director Frank P. Bramble, Sr. 1d

Mgmt For For Elect Director Pierre J.P. de Weck 1e

Mgmt Against For Elect Director Arnold W. Donald 1f


Mgmt For For Elect Director Linda P. Hudson 1g

Mgmt For For Elect Director Monica C. Lozano 1h

Mgmt For For Elect Director Thomas J. May 1i

Mgmt For For Elect Director Brian T. Moynihan 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, 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 Lionel L. Nowell, III 1k

Mgmt For For Elect Director Michael D. White 1l

Mgmt For For Elect Director Thomas D. Woods 1m

Mgmt For For Elect Director R. David Yost 1n

Mgmt For For Elect Director Maria T. Zuber 1o


2




Page 271 of 2,968



Bank of America Corporation Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

SH Against Against Require Independent Board Chairman 4

Voter Rationale: In general we consider that a fully independent chairman creates a balance of power that is more conducive to long-term performance. However, in this instance, having met with the Company's Lead Independent Director on a number of occasions, we consider that he is effectively going beyond the conventional duties of this role and fulfilling most of the tasks typically performance by an independent Chairman. This includes extensive shareholder and stakeholder engagement, maintaining a close relationship with regulators and an active overseeing of the functioning of the board and management. Given the current background of recovering performance against its peers and the lack of governance concerns, we do not consider this proposal worth supporting at this time. We will keep this under review pending any changes to the company's circumstances.

Bank of Commerce Holdings Meeting Date: 05/22/2018 Country: USA

Meeting Type: Annual Ticker: BOCH

Primary ISIN: US06424J1034 Primary SEDOL: B01KDQ5

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Orin N. Bennett Mgmt For For

Mgmt For For Elect Director Gary R. Burks 1.2

Mgmt For For Elect Director Randall S. Eslick 1.3

Mgmt For For Elect Director Joseph Q. Gibson 1.4

Mgmt For For Elect Director Jon W. Halfhide 1.5

Mgmt For For Elect Director Linda J. Miles 1.6

Mgmt For For Elect Director Karl L. Silberstein 1.7

Mgmt For For Elect Director Terence J. Street 1.8

Mgmt Withhold For Elect Director Lyle L. Tullis 1.9




3

Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. 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.

Page 272 of 2,968



Bank of Hawaii Corporation Meeting Date: 04/27/2018 Country: USA

Meeting Type: Annual Ticker: BOH


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director S. Haunani Apoliona 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. 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 Against For Elect Director Mary G. F. Bitterman 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 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, this director is not sufficiently independent to serve as the independent lead director. 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 Mark A. Burak 1.3


Mgmt Against For Elect Director Clinton R. Churchill 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, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.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 Peter S. Ho 1.5


Mgmt Against For Elect Director Robert Huret 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 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 273 of 2,968



Bank of Hawaii Corporation Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director Kent T. Lucien 1.7

Mgmt For For Elect Director Alicia E. Moy 1.8


Mgmt For For Elect Director Victor K. Nichols 1.9


Mgmt Against For Elect Director Barbara J. Tanabe 1.10

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 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 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 Raymond P. Vara, Jr. 1.11


Mgmt Against For Elect Director Robert W. Wo 1.12

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


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.



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



Page 274 of 2,968



Bank of Iwate Ltd.

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 Against For Elect Director Takahashi, Masahiro 3.1


Mgmt Against For Elect Director Taguchi, Sachio 3.2


Mgmt Against For Elect Director Miura, Shigeki 3.3


Mgmt Against For Elect Director Kikuchi, Mikio 3.4


Mgmt Against For Elect Director Takahashi, Hiroaki 3.5


Mgmt Against For Elect Director Sato, Motomu 3.6


Mgmt Against For Elect Director Sasaki, Yasushi 3.7


Mgmt Against For Elect Director Miura, Hiroshi 3.8


Mgmt Against For Elect Director Takahashi, Atsushi 3.9


Mgmt Against For Elect Director Ube, Fumio 3.10


Mgmt Against For Elect Director and Audit Committee Member Chiba, Yuji

4.1


Page 275 of 2,968



Bank of Iwate Ltd. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Elect Director and Audit Committee Member Obara, Shinobu

4.2


Mgmt Against For Elect Director and Audit Committee Member Yoshida, Mizuhiko

4.3


Mgmt Against For Elect Director and Audit Committee Member Sugawara, Etsuko

4.4



5


6



Bank of Kyoto Ltd. Meeting Date: 06/28/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt Against For Elect Director Takasaki, Hideo 2.1


Mgmt Against For Elect Director Doi, Nobuhiro 2.2


Mgmt Against For Elect Director Naka, Masahiko 2.3


Mgmt Against For Elect Director Hitomi, Hiroshi 2.4


Page 276 of 2,968



Bank of Kyoto Ltd. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Elect Director Anami, Masaya 2.5


Mgmt Against For Elect Director Iwahashi, Toshiro 2.6


Mgmt Against For Elect Director Kashihara, Yasuo 2.7


Mgmt Against For Elect Director Yasui, Mikiya 2.8


Mgmt Against For Elect Director Hata, Hiroyuki 2.9


Mgmt Against For Elect Director Koishihara, Norikazu 2.10


Mgmt For For Elect Director Otagiri, Junko 2.11

Mgmt For For Appoint Alternate Statutory Auditor Demizu, Jun 3

Bank of Marin Bancorp Meeting Date: 05/22/2018 Country: USA

Meeting Type: Annual Ticker: BMRC


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Steven I. Barlow Mgmt For For

Mgmt For For Elect Director Russell A. Colombo 1.2

Mgmt For For Elect Director James C. Hale 1.3

Mgmt Withhold For Elect Director Robert Heller 1.4

Mgmt Withhold For Elect Director Norma J. Howard 1.5

Mgmt For For Elect Director Kevin R. Kennedy 1.6

Mgmt For For Elect Director William H. McDevitt, Jr. 1.7

Page 277 of 2,968



Bank of Marin Bancorp Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Withhold For Elect Director Leslie E. Murphy 1.8

Mgmt Withhold For Elect Director Joel Sklar 1.9

Mgmt Withhold For Elect Director Brian M. Sobel 1.10


2


3



Bank of Nagoya 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 Kato, Kazumaro 2.1


Mgmt Against For Elect Director Fujiwara, Ichiro 2.2


Mgmt Against For Elect Director Yamamoto, Yasuhisa 2.3


Mgmt Against For Elect Director Yokota, Shinichi 2.4


Mgmt Against For Elect Director Ukai, Shogo 2.5


Mgmt Against For Elect Director Iyoda, Itaru 2.6


Page 278 of 2,968



Bank of Nagoya Ltd. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Elect Director Imaoka, Kiyoshi 2.7


Mgmt Against For Elect Director Hattori, Satoru 2.8


Mgmt Against For Elect Director Suzuki, Kenji 2.9


Mgmt Against For Elect Director Saeki, Toshi 2.10


Mgmt Against For Elect Director Matsubara, Takehisa 2.11


Mgmt Against For Appoint Statutory Auditor Sugita, Naoto 3


Bank of Okinawa 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 Tamaki, Yoshiaki 2.1


Mgmt Against For Elect Director Yamashiro, Masayasu 2.2


Mgmt Against For Elect Director Hokumori, Chotetsu 2.3


Page 279 of 2,968



Bank of Okinawa Ltd. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Elect Director Kinjo, Yoshiteru 2.4


Mgmt Against For Elect Director Yamashiro, Tatsuhiko 2.5


Mgmt Against For Elect Director Iha, Kazuya 2.6


Mgmt Against For Elect Director Takara, Shigeru 2.7


Mgmt For For Elect Director Uchima, Yasuhiro 2.8

Mgmt For For Elect Director Oshiro, Hiroshi 2.9

Mgmt For For Elect Director Miyagi, Chiharu 2.10

Mgmt For For Appoint Statutory Auditor Ikei, Mamoru 3



Bank of Saga Ltd. Meeting Date: 06/28/2018 Country: Japan



Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For

Mgmt Against For Elect Director Tominaga, Kingo 2.1


Mgmt Against For Elect Director Tsutsumi, Kazuyuki 2.2


Page 280 of 2,968



Bank of Saga Ltd. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Elect Director Unoike, Toru 2.3


Mgmt For For Appoint Statutory Auditor Tanaka, Toshiaki 3

Bank of The Ryukyus 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 Kinjo, Tokei 2.1

Mgmt For For Elect Director Kawakami, Yasushi 2.2

Mgmt Against For Elect Director Matsubara, Tomoyuki 2.3


Mgmt Against For Elect Director Fukuhara, Keishi 2.4


Mgmt Against For Elect Director Tokashiki, Yasushi 2.5


Mgmt Against For Elect Director Shiroma, Yasushi 2.6


Mgmt Against For Elect Director Takehara, Toshiki 2.7


Mgmt Against For Elect Director Iguchi, Kaoru 2.8


Mgmt Against For Elect Director Shimoji, Yoshiro 2.9


Page 281 of 2,968



Bank of The Ryukyus Ltd. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director Fukuyama, Masanori 2.10

Bank Polska Kasa Opieki S.A. Meeting Date: 06/21/2018 Country: Poland

Meeting Type: Annual Ticker: PEO

Primary ISIN: PLPEKAO00016 Primary SEDOL: 5473113

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Management Proposals Mgmt

Mgmt Open Meeting 1

Mgmt For For Elect Meeting Chairman 2

Mgmt Acknowledge Proper Convening of Meeting 3

Mgmt For For Elect Members of Vote Counting Commission 4


Mgmt Receive Management Board Report on Company's Operations

6

Mgmt Receive Financial Statements 7

Mgmt Receive Management Board Report on Group's Operations

8

Mgmt Receive Consolidated Financial Statements 9

Mgmt Receive Management Board Proposal of Allocation of Income

10

Mgmt Receive Supervisory Board Report 11

Mgmt For For Approve Management Board Report on Company's Operations

12.1

Mgmt For For Approve Financial Statements 12.2


Mgmt For For Approve Management Board Report on Group's Operations

12.3

Mgmt For For Approve Consolidated Financial Statements 12.4


Mgmt For For Approve Allocation of Income and Dividends of PLN 7.90 per Share

12.5

Mgmt For For Approve Supervisory Board Report 12.6

Page 282 of 2,968



Bank Polska Kasa Opieki S.A. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Approve Discharge of Jerzy Woznicki (Former Supervisory Board Chairman)

12.7a

Mgmt For For Approve Discharge of Leszek Pawlowicz (Former Supervisory Board Deputy Chairman)

12.7b

Mgmt For For Approve Discharge of Dariusz Filar (Former Supervisory Board Member)

12.7c

Mgmt For For Approve Discharge of Katarzyna Majchrzak (Former Supervisory Board Member)

12.7d

Mgmt For For Approve Discharge of Laura Penna (Former Supervisory Board Member)

12.7e

Mgmt For For Approve Discharge of Doris Tomanek (Former Supervisory Board Member)

12.7f

Mgmt For For Approve Discharge of Massimiliano Fossati (Former Supervisory Board Member)

12.7g

Mgmt For For Approve Discharge of Gianni Papa (Former Supervisory Board Member)

12.7h

Mgmt For For Approve Discharge of Pawel Surowka (Supervisory Board Chairman)

12.7i

Mgmt For For Approve Discharge of Joanna Blaszczyk (Supervisory Board Deputy Chairman)

12.7j

Mgmt For For Approve Discharge of Stanislaw Kaczoruk (Supervisory Board Deputy Chairman)

12.7k

Mgmt For For Approve Discharge of Pawel Stopczynski (Supervisory Board Member)

12.7l

Mgmt For For Approve Discharge of Grzegorz Janas (Supervisory Board Member)

12.7m

Mgmt For For Approve Discharge of Michal Kaszynski (Supervisory Board Member)

12.7n

Mgmt For For Approve Discharge of Justyna Glebikowska-Michalak (Supervisory Board Member)

12.7o

Mgmt For For Approve Discharge of Sabina Bigos-Jaworowska (Supervisory Board Member)

12.7p

Mgmt For For Approve Discharge of Marian Majcher (Supervisory Board Member)

12.7q

Mgmt For For Approve Discharge of Luigi Lovaglio (Former CEO)

12.8a

Mgmt For For Approve Discharge of Diego Biondo (Former Deputy CEO)

12.8b

Mgmt For For Approve Discharge of Stefano Santini (Former Deputy CEO)

12.8c

Mgmt For For Approve Discharge of Marian Wazynski (Former Deputy CEO)

12.8d

Mgmt For For Approve Discharge of Grzegorz Piwowar (Former Deputy CEO)

12.8e

Page 283 of 2,968



Bank Polska Kasa Opieki S.A. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Approve Discharge of Adam Niewinski (Former Deputy CEO)

12.8f

Mgmt For For Approve Discharge of Andrzej Kopyrski (Deputy CEO)

12.8g

Mgmt For For Approve Discharge of Michal Krupinski (Deputy CEO, CEO)

12.8h

Mgmt For For Approve Discharge of Tomasz Kubiak (Deputy CEO)

12.8i

Mgmt For For Approve Discharge of Michal Lehmann (Deputy CEO)

12.8j

Mgmt For For Approve Discharge of Marek Lusztyn (Deputy CEO)

12.8k

Mgmt For For Approve Discharge of Tomasz Styczynski (Deputy CEO)

12.8l

Mgmt For For Approve Discharge of Marek Tomczuk (Deputy CEO)

12.8m

Mgmt For For Ratify KPMG Audyt Sp. z o.o. as Auditor 13


Mgmt Receive Supervisory Board Report on Company's Compliance with Corporate Governance Principles for Supervised Institutions

15

Mgmt Shareholder Proposals

SH Against None Approve Terms of Remuneration of Supervisory Board Members

16

Voter Rationale: Proponents should provide sufficient information on directors' fees to enable shareholders to cast an informed vote. 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.

SH Against None Approve Terms of Remuneration of Management Board Members

17


SH Against None Amend Statute 18


Mgmt Management Proposal


Page 284 of 2,968



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

Meeting Type: Annual Ticker: BKU

Primary ISIN: US06652K1034 Primary SEDOL: B3NNTZ4

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director John A. Kanas Mgmt For For

Mgmt For For Elect Director Rajinder P. Singh 1.2

Mgmt For For Elect Director Tere Blanca 1.3

Mgmt For For Elect Director Eugene F. DeMark 1.4

Mgmt For For Elect Director Michael J. Dowling 1.5

Mgmt For For Elect Director Douglas J. Pauls 1.6

Mgmt For For Elect Director A. Gail Prudenti 1.7

Mgmt For For Elect Director William S. Rubenstein 1.8

Mgmt For For Elect Director Sanjiv Sobti 1.9

Mgmt For For Elect Director Lynne Wines 1.10



3


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

Meeting Type: Annual Ticker: BANR

Primary ISIN: US06652V2088 Primary SEDOL: 2346003

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Roberto R. Herencia Mgmt For For


Page 285 of 2,968



Banner Corporation Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Elect Director John R. Layman 1.2


Mgmt For For Elect Director David I. Matson 1.3


Mgmt For For Elect Director Kevin F. Riordan 1.4


Mgmt For For Elect Director Terry Schwakopf 1.5


Mgmt Against For Elect Director Gordon E. Budke 1.6



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.


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, 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.


Bar Harbor Bankshares Meeting Date: 05/15/2018 Country: USA

Meeting Type: Annual Ticker: BHB


Page 286 of 2,968



Bar Harbor Bankshares

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Daina H. Belair Mgmt For For

Mgmt For For Elect Director Matthew L. Caras 1.2

Mgmt For For Elect Director David M. Colter 1.3

Mgmt Withhold For Elect Director Steven H. Dimick 1.4

Voter Rationale: Executives from acquired companies are not sufficiently independent to serve on key board committees and should be considered affiliated directors. 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 Withhold For Elect Director Martha T. Dudman 1.5


Mgmt Withhold For Elect Director Stephen W. Ensign 1.6

Voter Rationale: 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.

Mgmt Withhold For Elect Director Lauri E. Fernald 1.7

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 For For Elect Director Brendan O'Halloran 1.8

Mgmt For For Elect Director Curtis C. Simard 1.9

Mgmt Withhold For Elect Director Kenneth E. Smith 1.10


Mgmt For For Elect Director Stephen R. Theroux 1.11

Mgmt Withhold For Elect Director Scott G. Toothaker 1.12


Page 287 of 2,968



Bar Harbor Bankshares Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Withhold For Elect Director David B. Woodside 1.13



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, 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, the remuneration committee should not allow vesting of incentive awards for below median performance.

Mgmt For For Ratify the Share Increase Amendment 3


4


Barclays Africa Group Ltd Meeting Date: 05/15/2018 Country: South Africa

Meeting Type: Annual Ticker: BGA

Primary ISIN: ZAE000174124 Primary SEDOL: B844WD0

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Ordinary Resolutions Mgmt

Mgmt For For Reappoint Ernst & Young Inc. as Auditors of the Company with Ernest van Rooyen as the Designated Auditor

1.1

Mgmt Abstain For Reappoint KPMG Inc. as Auditors of the Company with Pierre Fourie as the Designated Auditor

1.2

Voter Rationale: An ABSTAIN is warranted on this resolution because it has been withdrawn by the Board.

Mgmt For For Re-elect Colin Beggs as Director 2.1

Mgmt For For Re-elect Yolanda Cuba as Director 2.2

Mgmt For For Re-elect Mohamed Husain as Director 2.3

Mgmt For For Re-elect Wendy Lucas-Bull as Director 2.4

Mgmt For For Re-elect Mark Merson as Director 2.5

Page 288 of 2,968



Barclays Africa Group Ltd Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt For For Re-elect Maria Ramos as Director 2.6

Mgmt For For Elect Daniel Hodge as Director 3.1

Mgmt For For Elect Monwabisi Fandeso as Director 3.2

Mgmt For For Elect Tasneem Abdool-Samad as Director 3.3

Mgmt For For Re-elect Alex Darko as Member of the Group Audit and Compliance Committee

4.1

Mgmt For For Re-elect Colin Beggs as Member of the Group Audit and Compliance Committee

4.2

Mgmt For For Re-elect Mohamed Husain as Member of the Group Audit and Compliance Committee

4.3

Mgmt For For Re-elect Daisy Naidoo as Member of the Group Audit and Compliance Committee

4.4

Mgmt For For Re-elect Paul O'Flaherty as Member of the Group Audit and Compliance Committee

4.5

Mgmt For For Re-elect Rene van Wyk as Member of the Group Audit and Compliance Committee

4.6

Mgmt For For Elect Tasneem Abdool-Samad as Member of the Group Audit and Compliance Committee

4.7

Mgmt For For Place Authorised but Unissued Shares under Control of Directors

5

Mgmt For For Approve Maximum Numbers of Shares Allocated under the Long-Term Incentive Plans

6

Mgmt Non-binding Advisory Vote


Mgmt Against For Approve Remuneration Implementation Report 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 time. Additionally, 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 Special Resolutions

Mgmt For For Amend Memorandum of Incorporation 1

Mgmt For For Approve Change of Company Name to Absa Group Limited

2

Mgmt For For Approve Remuneration of Non-Executive Directors

3

Mgmt For For Authorise Repurchase of Issued Share Capital 4

Mgmt For For Approve Financial Assistance in Terms of Section 45 of the Companies Act

5

Page 289 of 2,968



Barnes Group Inc. Meeting Date: 05/04/2018 Country: USA

Meeting Type: Annual Ticker: B


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Thomas O. Barnes Mgmt For For

Mgmt For For Elect Director Elijah K. Barnes 1b

Mgmt Against For Elect Director Gary G. Benanav 1c


Mgmt For For Elect Director Patrick J. Dempsey 1d

Mgmt For For Elect Director Richard J. Hipple 1e

Mgmt For For Elect Director Thomas J. Hook 1f

Mgmt Against For Elect Director Mylle H. Mangum 1g


Mgmt For For Elect Director Hans-Peter Manner 1h

Mgmt For For Elect Director Hassell H. McClellan 1i

Mgmt For For Elect Director William J. Morgan 1j

Mgmt For For Elect Director Anthony V. Nicolosi 1k

Mgmt For For Elect Director JoAnna L. Sohovich 1l


2




Barrett Business Services, Inc. Meeting Date: 05/30/2018 Country: USA

Meeting Type: Annual Ticker: BBSI


Page 290 of 2,968



Barrett Business Services, Inc.

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Thomas J. Carley Mgmt For Against

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. 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 Michael L. Elich 1.2

Mgmt Against For Elect Director James B. Hicks 1.3


Mgmt For For Elect Director Thomas B. Cusick 1.4

Mgmt Against For Elect Director Jon L. Justesen 1.5


Mgmt Against For Elect Director Anthony Meeker 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 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 For For Elect Director Vincent P. Price 1.7

Mgmt For For Amend Articles of Incorporation to Permit Shareholders to Amend Bylaws

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, 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, 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.

Page 291 of 2,968



Barrett Business Services, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


BASF SE Meeting Date: 05/04/2018 Country: Germany

Meeting Type: Annual Ticker: BAS

Primary ISIN: DE000BASF111 Primary SEDOL: 5086577

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt


2


3

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.


4

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


Mgmt Against For Approve Remuneration System for Management Board Members

6

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, significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors.

Basic Energy Services, Inc. Meeting Date: 05/21/2018 Country: USA

Meeting Type: Annual Ticker: BAS

Primary ISIN: US06985P2092 Primary SEDOL: BYQ43R1

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Timothy H. Day Mgmt For For

Page 292 of 2,968



Basic Energy Services, Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt For For Elect Director John Jackson 1.2



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.


Baxter International Inc. Meeting Date: 05/08/2018 Country: USA

Meeting Type: Annual Ticker: BAX


Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1a Elect Director Jose (Joe) E. Almeida Mgmt For For


Mgmt For For Elect Director Thomas F. Chen 1b


Mgmt Against For Elect Director John D. Forsyth 1c


Page 293 of 2,968



Baxter International Inc. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Against For Elect Director James R. Gavin, III 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. 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. 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 Peter S. Hellman 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 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 Munib Islam 1f

Mgmt For For Elect Director Michael F. Mahoney 1g

Mgmt For For Elect Director Stephen N. Oesterle 1h


Mgmt Against For Elect Director Carole J. Shapazian 1i

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 For For Elect Director Cathy R. Smith 1j

Mgmt Against For Elect Director Thomas T. Stallkamp 1k

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.

Mgmt Against For Elect Director Albert P.L. Stroucken 1l

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.

Page 294 of 2,968



Baxter International 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. In addition, 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.






Bayer AG Meeting Date: 05/25/2018 Country: Germany

Meeting Type: Annual Ticker: BAYN

Primary ISIN: DE000BAY0017 Primary SEDOL: 5069211

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1 Receive Financial Statements and Statutory Reports; Approve Allocation of Income and Dividends of EUR 2.80 per Share for Fiscal 2017

Mgmt For For


2


3

Voter Rationale: For widely held companies, the supervisory board should include at least 50% 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. The company should reduce director terms and, ideally, introduce annual re-elections, in order to facilitate a more dynamic board refreshment process.

Mgmt For For Elect Norbert Winkeljohann to the Supervisory Board

4

Mgmt For For Ratify Deloitte GmbH as Auditors for Fiscal 2018 5

Page 295 of 2,968



Bayerische Motoren Werke AG (BMW) Meeting Date: 05/17/2018 Country: Germany

Meeting Type: Annual Ticker: BMW

Primary ISIN: DE0005190003 Primary SEDOL: 5756029

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction


Mgmt

Mgmt For For Approve Allocation of Income and Dividends of EUR 4.00 per Ordinary Share and EUR 4.02 per Preference Share

2

Mgmt Against For Approve Discharge of Management Board for Fiscal 2017

3

Voter Rationale: We voted against as a precaution in light of the ongoing investigations concerning antitrust violations amongst German carmakers as well as BMW's vehicles being implicated in the diesel emissions scandal.

Mgmt Against For Approve Discharge of Supervisory Board for Fiscal 2017

4

Voter Rationale: We voted against as a precaution in light of the ongoing investigations concerning antitrust violations amongst German carmakers as well as BMW's vehicles being implicated in the diesel emissions scandal.

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


Mgmt For For Elect Kurt Bock to the Supervisory Board 6.1

Mgmt For For Reelect Reinhard Huettl to the Supervisory Board

6.2

Mgmt For For Reelect Karl-Ludwig Kley to the Supervisory Board

6.3

Mgmt For For Reelect Renate Koecher to the Supervisory Board

6.4

Mgmt Against For Approve Remuneration System for Management Board Members

7

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, significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors. 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.

BB&T Corporation Meeting Date: 04/24/2018 Country: USA

Meeting Type: Annual Ticker: BBT


Page 296 of 2,968



BB&T Corporation

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Jennifer S. Banner Mgmt For Against


Mgmt For For Elect Director K. David Boyer, Jr. 1.2

Mgmt Against For Elect Director Anna R. Cablik 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.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 I. Patricia Henry 1.4

Mgmt For For Elect Director Eric C. Kendrick 1.5


Mgmt For For Elect Director Kelly S. King 1.6


Mgmt For For Elect Director Louis B. Lynn 1.7


Mgmt For For Elect Director Charles A. Patton 1.8

Mgmt For For Elect Director Nido R. Qubein 1.9

Mgmt For For Elect Director William J. Reuter 1.10

Mgmt Against For Elect Director Tollie W. Rich, Jr. 1.11

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.

Mgmt For For Elect Director Christine Sears 1.12

Mgmt For For Elect Director Thomas E. Skains 1.13

Mgmt For For Elect Director Thomas N. Thompson 1.14




3

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 297 of 2,968



BB&T Corporation Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction




5


BBVA Banco Frances S.A. Meeting Date: 04/10/2018 Country: Argentina

Meeting Type: Annual/Special Ticker: FRAN

Primary ISIN: ARP125991090 Primary SEDOL: 2074371

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Meeting for ADR Holders Mgmt

Mgmt Ordinary and Extraordinary Meeting Agenda - Items 2, 3, 4 and 13 are Extraordinary

Mgmt Do Not Vote For Designate Two Shareholders to Sign Minutes of Meeting

1

Mgmt Do Not Vote For Consider Financial Statements and Statutory Reports

2

Mgmt Do Not Vote For Consider Discharge of Directors, General Manager and Internal Statutory Auditors Committee (Comision Fiscalizadora)

3

Mgmt Do Not Vote For Consider Allocation of Income; Approve Treatment of Unassigned Results by ARS 3.88 Billion; Approve Allocation of ARS 775.65 Million to Legal Reserve, ARS 970 Million to Cash Dividend Distribution and ARS 2.13 Billion to Discretionary Reserve

4

Mgmt Do Not Vote For Approve Remuneration of Directors 5

Mgmt Do Not Vote For Consider Remuneration of Internal Statutory Auditors Committee (Comision Fiscalizadora)

6

Mgmt Do Not Vote For Fix Number of and Elect Directors 7

Mgmt Do Not Vote For Elect Three Members and Three Alternate Members of Internal Statutory Auditors Committee (Comision Fiscalizadora)

8

Mgmt Do Not Vote For Approve Remuneration of Auditors 9

Page 298 of 2,968



BBVA Banco Frances S.A. Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

Mgmt Do Not Vote For Appoint Auditors 10

Mgmt Do Not Vote For Approve Budget of Audit Committee 11

Mgmt Do Not Vote For Consider Extension of Term of Global Program for Issuance of Negotiable Obligations for up to USD 750 Million; Renew Powers to Board to Set Terms and Conditions of Issuance

12

Mgmt Do Not Vote For Consider Global Programs of Issuance of Debt Securities with Amortization Period of up to One Year (VCP) for up to USD 250 Million; Set Terms and Conditions of VCP Program; Approve Granting of Powers to Board

13

BBX Capital Corporation Meeting Date: 05/15/2018 Country: USA

Meeting Type: Annual Ticker: BBX

Primary ISIN: US05491N1046 Primary SEDOL: BDG0NQ1

Proposal Number

Proponent

Proposal Text

Mgmt Rec

Vote Instruction

1.1 Elect Director Alan B. Levan 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 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 For For Elect Director John E. Abdo 1.2

Mgmt For For Elect Director Jarett S. Levan 1.3

Mgmt For For Elect Director Seth M. Wise 1.4

Mgmt Withhold For Elect Director Norman H. Becker 1.5


Page 299 of 2,968