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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
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt Against For Elect Director John 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
SPMS Stichting Pensioenfonds Medisch Specialisten All Votes Report
Vote Summary Report Date range covered: 04/01/2018 to 06/30/2018
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
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Elect Director 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
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Elect Director 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
SPMS Stichting Pensioenfonds Medisch Specialisten All Votes Report
Vote Summary Report Date range covered: 04/01/2018 to 06/30/2018
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
Voter Rationale: Top management is responsible for the company's unfavourable ROE performance.
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
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Sugawara, Toru 2.5
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Suzuki, Koichi 2.6
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Page 3 of 2,968
SPMS Stichting Pensioenfonds Medisch Specialisten All Votes Report
Vote Summary Report Date range covered: 04/01/2018 to 06/30/2018
77 Bank Ltd. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Elect Director Shito, Atsushi 2.7
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Onodera, Yoshikazu 2.8
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt For For Elect Director Sugita, Masahiro 2.9
Mgmt Against For Elect Director Nakamura, Ken 2.10
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Okuyama, Emiko 2.11
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
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
Primary ISIN: US8318652091 Primary SEDOL: 2816023
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director William P. Greubel Mgmt For For
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Elect Director 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
SPMS Stichting Pensioenfonds Medisch Specialisten All Votes Report
Vote Summary Report Date range covered: 04/01/2018 to 06/30/2018
A. O. Smith Corporation Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
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
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.
A. Schulman, Inc. Meeting Date: 06/14/2018 Country: USA
Meeting Type: Special Ticker: SHLM
Primary ISIN: US8081941044 Primary SEDOL: 2779342
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
SPMS Stichting Pensioenfonds Medisch Specialisten All Votes Report
Vote Summary Report Date range covered: 04/01/2018 to 06/30/2018
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
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 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
SPMS Stichting Pensioenfonds Medisch Specialisten All Votes Report
Vote Summary Report Date range covered: 04/01/2018 to 06/30/2018
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
Mgmt For For Accept Financial Statements and Statutory Reports
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
Primary ISIN: US0003602069 Primary SEDOL: 2268130
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
SPMS Stichting Pensioenfonds Medisch Specialisten All Votes Report
Vote Summary Report Date range covered: 04/01/2018 to 06/30/2018
Aaron's, Inc. Meeting Date: 05/09/2018 Country: USA
Meeting Type: Annual Ticker: AAN
Primary ISIN: US0025353006 Primary SEDOL: 2002918
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
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
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
Mgmt For For Ratify Ernst & Young LLP as Auditors 4
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.
Abbott Laboratories Meeting Date: 04/27/2018 Country: USA
Meeting Type: Annual Ticker: ABT
Primary ISIN: US0028241000 Primary SEDOL: 2002305
Page 8 of 2,968
SPMS Stichting Pensioenfonds Medisch Specialisten All Votes Report
Vote Summary Report Date range covered: 04/01/2018 to 06/30/2018
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.
Mgmt For For Ratify Ernst & Young LLP as Auditors 2
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
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
SPMS Stichting Pensioenfonds Medisch Specialisten All Votes Report
Vote Summary Report Date range covered: 04/01/2018 to 06/30/2018
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
Mgmt For For Ratify Ernst & Young LLP as Auditors 2
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
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 Require Independent Board Chairman 8
Voter Rationale: Appointing a fully independent chairman creates a balance of power that is more conducive to long-term performance. A board headed by management cannot reasonably provide the best oversight and evaluation of management's performance.
SH 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
SPMS Stichting Pensioenfonds Medisch Specialisten All Votes Report
Vote Summary Report Date range covered: 04/01/2018 to 06/30/2018
ABC-Mart Inc. Meeting Date: 05/24/2018 Country: Japan
Meeting Type: Annual Ticker: 2670
Primary ISIN: JP3152740001 Primary SEDOL: 6292102
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
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Katsunuma, Kiyoshi 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 Kojima, Jo 2.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Kikuchi, Takashi 2.5
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Hattori, Kiichiro 2.6
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Abercrombie & Fitch Co. Meeting Date: 06/14/2018 Country: USA
Meeting Type: Annual Ticker: ANF
Primary ISIN: US0028962076 Primary SEDOL: 2004185
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
SPMS Stichting Pensioenfonds Medisch Specialisten All Votes Report
Vote Summary Report Date range covered: 04/01/2018 to 06/30/2018
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
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
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.
Mgmt For For Ratify PricewaterhouseCoopers LLP as Auditors 4
Voter Rationale: The audit firm has served the company more than 20 years. While specific term limits for auditors is not a consensus best practice, there is value in gaining new perspectives on finances and controls. The board should consider a plan for bringing in a new auditing firm.
SH For Against 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
Primary ISIN: US0038301067 Primary SEDOL: 2003030
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director W. Dean Karrash 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.
Page 12 of 2,968
SPMS Stichting Pensioenfonds Medisch Specialisten All Votes Report
Vote Summary Report Date range covered: 04/01/2018 to 06/30/2018
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
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 Ratify BDO USA, LLP as Auditors 2
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
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
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Acacia Communications, Inc. 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, 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.
Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 4
Acacia Research Corporation Meeting Date: 06/14/2018 Country: USA
Meeting Type: Proxy Contest Ticker: ACTG
Primary ISIN: US0038813079 Primary SEDOL: 2169589
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
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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
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 Vicky B. Gregg 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.
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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.
Mgmt For For Ratify Ernst & Young LLP as Auditors 3
Acadia Realty Trust Meeting Date: 05/10/2018 Country: USA
Meeting Type: Annual Ticker: AKR
Primary ISIN: US0042391096 Primary SEDOL: 2566522
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
Mgmt For For Ratify BDO USA, LLP as Auditors 2
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
3
Access National Corporation Meeting Date: 05/24/2018 Country: USA
Meeting Type: Annual Ticker: ANCX
Primary ISIN: US0043371014 Primary SEDOL: B01Y8T5
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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
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 Gary D. LeClair 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.
Mgmt For For Elect Director Janet A. Neuharth 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.
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
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
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.
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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
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
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.
Achilles Corp. Meeting Date: 06/28/2018 Country: Japan
Meeting Type: Annual Ticker: 5142
Primary ISIN: JP3108000005 Primary SEDOL: 6496045
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 40
Mgmt For For
Mgmt For For Elect Director Ito, Mamoru 2.1
Mgmt Against For Elect Director Kobayashi, Hideaki 2.2
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Hikage, Ichiro 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 Fujisawa, Minoru 2.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Nagashima, Teruaki 2.5
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
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Achilles Corp. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Elect Director Okura, Takaya 2.6
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Suzuki, Takuo 2.7
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Yonetake, Koichiro 2.8
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
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.
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
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
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Achillion Pharmaceuticals, Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Amend Omnibus Stock Plan 3
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 Ratify PricewaterhouseCoopers LLP as Auditors 4
Mgmt For For Elect Director Joseph Truitt 5
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.
ACI Worldwide, Inc. Meeting Date: 06/12/2018 Country: USA
Meeting Type: Annual Ticker: ACIW
Primary ISIN: US0044981019 Primary SEDOL: 2889155
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
Mgmt For For Ratify Deloitte & Touche LLP as Auditors 2
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
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
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Acom Co., Ltd. Meeting Date: 06/22/2018 Country: Japan
Meeting Type: Annual Ticker: 8572
Primary ISIN: JP3108600002 Primary SEDOL: 6049784
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 1
Mgmt For For
Mgmt For For Elect Director Kinoshita, Shigeyoshi 2.1
Mgmt Against For Elect Director Wachi, Kaoru 2.2
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Kinoshita, Masataka 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 Sagehashi, Teruyuki 2.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Watanabe, Noriyoshi 2.5
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Hori, Naoki 2.6
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
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
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.
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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.
Mgmt Against For Amend Omnibus Stock Plan 2
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.
Mgmt For For Ratify Ernst & Young LLP as Auditors 3
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
4
Voter Rationale: A larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice. Also, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
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
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.
Page 22 of 2,968
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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
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 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
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Elect Director 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.
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
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.
Mgmt For For Ratify PricewaterhouseCoopers LLP as Auditors 3
Acushnet Holdings Corp. Meeting Date: 06/11/2018 Country: USA
Meeting Type: Annual Ticker: GOLF
Primary ISIN: US0050981085 Primary SEDOL: BD3WG50
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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 Declassify the Board of Directors 2
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
Mgmt For For Ratify PricewaterhouseCoopers LLP as Auditors 5
Mgmt For For Advisory Vote to Ratify Named Executive Officers' Compensation
6
Adams Resources & Energy, Inc. Meeting Date: 05/08/2018 Country: USA
Meeting Type: Annual Ticker: AE
Primary ISIN: US0063513081 Primary SEDOL: 2007526
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
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.
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Vote Summary Report Date range covered: 04/01/2018 to 06/30/2018
Adams Resources & Energy, Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Withhold For Elect Director Richard C. Jenner 1.5
Voter Rationale: We voted against this director as a member of the audit committee because shareholders should be given the opportunity to approve the auditors annually.
Mgmt For For Elect Director W. R. Scofield 1.6
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
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 One Year One Year Advisory Vote on Say on Pay Frequency 3
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
Meeting Type: Annual Ticker: 2685
Primary ISIN: JP3856000009 Primary SEDOL: 6300016
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
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Vote Summary Report Date range covered: 04/01/2018 to 06/30/2018
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
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 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
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 Ratify Ernst & Young LLP as Auditors 2
Adeka Corp. Meeting Date: 06/22/2018 Country: Japan
Meeting Type: Annual Ticker: 4401
Primary ISIN: JP3114800000 Primary SEDOL: 6054904
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 22
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
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Vote Summary Report Date range covered: 04/01/2018 to 06/30/2018
Adeka Corp. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Elect Director Tomiyasu, Haruhiko 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 Arata, Ryozo 2.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Tajima, Koji 2.5
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Yukino, Toshinori 2.6
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Kobayashi, Yoshiaki 2.7
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Fujisawa, Shigeki 2.8
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Shiga, Yoji 2.9
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Yoshinaka, Atsuya 2.10
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
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
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.
ADO Properties S.A. Meeting Date: 06/19/2018 Country: Luxembourg
Meeting Type: Annual Ticker: ADJ
Primary ISIN: LU1250154413 Primary SEDOL: BYNXBZ5
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Vote Summary Report Date range covered: 04/01/2018 to 06/30/2018
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
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 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
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Vote Summary Report Date range covered: 04/01/2018 to 06/30/2018
Adobe Systems Incorporated Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Elect Director Frank A. Calderoni 1d
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
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
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 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: 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 Amend Omnibus Stock Plan 2
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.
Mgmt For For Ratify KPMG LLP as Auditors 3
Voter Rationale: The audit firm has served the company more than 20 years. While specific term limits for auditors is not a consensus best practice, there is value in gaining new perspectives on finances and controls. The board should consider a plan for bringing in a new auditing firm.
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
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.
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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
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 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
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 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
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 Advisory Vote to Ratify Named Executive Officers' Compensation
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
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Vote Summary Report Date range covered: 04/01/2018 to 06/30/2018
ADTRAN, Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Ratify PricewaterhouseCoopers LLP as Auditors 3
Voter Rationale: The audit firm has served the company more than 20 years. While specific term limits for auditors is not a consensus best practice, there is value in gaining new perspectives on finances and controls. The board should consider a plan for bringing in a new auditing firm.
Advan Co., Ltd. Meeting Date: 06/28/2018 Country: Japan
Meeting Type: Annual Ticker: 7463
Primary ISIN: JP3121950004 Primary SEDOL: 6050913
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 13
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
Primary ISIN: US00751Y1064 Primary SEDOL: 2822019
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Vote Summary Report Date range covered: 04/01/2018 to 06/30/2018
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
Mgmt For For Advisory Vote to Ratify Named Executive Officers' Compensation
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.
Mgmt For For Ratify Deloitte & Touche LLP as Auditors 3
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
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 Ernest J. Mrozek 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.
Mgmt For For Ratify Ernst & Young LLP as Auditors 2
Page 32 of 2,968
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Advanced Disposal Services, Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Advisory Vote to Ratify Named Executive Officers' Compensation
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.
Advanced Energy Industries, Inc. Meeting Date: 05/03/2018 Country: USA
Meeting Type: Annual Ticker: AEIS
Primary ISIN: US0079731008 Primary SEDOL: 2049175
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
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 John A. Roush 1.6
Mgmt For For Elect Director Yuval Wasserman 1.7
Mgmt For For Ratify Grant Thornton LLP as Auditors 2
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
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
Primary ISIN: US0079031078 Primary SEDOL: 2007849
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Vote Summary Report Date range covered: 04/01/2018 to 06/30/2018
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 Ratify Ernst & Young 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.
Mgmt For For Increase Authorized Common Stock 3
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
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
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Vote Summary Report Date range covered: 04/01/2018 to 06/30/2018
AdvanSix Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Elect Director Sharon S. Spurlin 1c
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 Ratify PricewaterhouseCoopers LLP as Auditors 2
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. 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
Meeting Type: Annual Ticker: 6857
Primary ISIN: JP3122400009 Primary SEDOL: 6870490
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
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Vote Summary Report Date range covered: 04/01/2018 to 06/30/2018
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
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 Withhold For Elect Director Thomas Woiwode 1.3
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 Ernst & Young LLP as Auditors 2
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
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Vote Summary Report Date range covered: 04/01/2018 to 06/30/2018
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 Allocation of Income and Dividends 3
Mgmt For For Approve Discharge of Board 4
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Vote Summary Report Date range covered: 04/01/2018 to 06/30/2018
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
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 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
Meeting Type: Annual Ticker: 8267
Primary ISIN: JP3388200002 Primary SEDOL: 6480048
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
Voter Rationale: Top management is responsible for the company's unfavourable ROE performance.
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
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Vote Summary Report Date range covered: 04/01/2018 to 06/30/2018
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
Meeting Type: Annual Ticker: 9787
Primary ISIN: JP3389700000 Primary SEDOL: 6476218
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
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Yashi, Tajiro 1.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Furukawa, Yukio 1.5
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Sadaoka, Hiroki 1.6
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Shikata, Motoyuki 1.7
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Mito, Hideyuki 1.8
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
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
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Aeon Delight Co. Ltd. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Appoint Statutory Auditor Tsusue, Koji 2
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.
Aeon Fantasy Co., Ltd. Meeting Date: 05/15/2018 Country: Japan
Meeting Type: Annual Ticker: 4343
Primary ISIN: JP3131420006 Primary SEDOL: 6439255
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Amend Articles to Amend Business Lines Mgmt For For
Mgmt For For Elect Director Fujiwara, Nobuyuki 2.1
Mgmt Against For Elect Director Nitta, Satoru 2.2
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Fujiwara, Tokuya 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 Tamura, Yoshihiro 2.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Kajita, Shigeru 2.5
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Takano, Kyoko 2.6
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Koiwa, Wataru 2.7
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
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
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.
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AEON Financial Service Co., Ltd. Meeting Date: 06/20/2018 Country: Japan
Meeting Type: Annual Ticker: 8570
Primary ISIN: JP3131400008 Primary SEDOL: 6037734
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
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Watanabe, Hiroyuki 1.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Wakabayashi, Hideki 1.5
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Mangetsu, Masaaki 1.6
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Yamada, Yoshitaka 1.7
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Suzuki, Kazuyoshi 1.8
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Arai, Naohiro 1.9
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Ishizuka, Kazuo 1.10
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Saito, Tatsuya 1.11
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
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
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AEON Mall Co., Ltd. Meeting Date: 05/16/2018 Country: Japan
Meeting Type: Annual Ticker: 8905
Primary ISIN: JP3131430005 Primary SEDOL: 6534202
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
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Chiba, Seiichi 1.3
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Mishima, Akio 1.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Fujiki, Mitsuhiro 1.5
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Okada, Motoya 1.6
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Tamai, Mitsugu 1.7
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Sato, Hisayuki 1.8
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Okamoto, Masahiko 1.9
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Yokoyama, Hiroshi 1.10
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Nakarai, Akiko 1.11
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
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
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Aetna Inc. Meeting Date: 05/18/2018 Country: USA
Meeting Type: Annual Ticker: AET
Primary ISIN: US00817Y1082 Primary SEDOL: 2695921
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director Fernando Aguirre Mgmt For For
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Elect Director Mark T. Bertolini 1b
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 For For Elect Director Frank M. Clark 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 Molly J. Coye 1d
Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.
Mgmt For For Elect Director 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
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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
Mgmt For For Ratify KPMG 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.
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, incentive awards to executives should be 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
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.
Affiliated Managers Group, Inc. Meeting Date: 06/12/2018 Country: USA
Meeting Type: Annual Ticker: AMG
Primary ISIN: US0082521081 Primary SEDOL: 2127899
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
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Affiliated Managers Group, Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Elect Director Sean M. Healey 1e
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 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
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
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 Ratify PricewaterhouseCoopers LLP as Auditors 3
Voter Rationale: The audit firm has served the company more than 20 years. While specific term limits for auditors is not a consensus best practice, there is value in gaining new perspectives on finances and controls. The board should consider a plan for bringing in a new auditing firm.
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
Annual Meeting Agenda Mgmt
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
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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
Primary ISIN: US0010551028 Primary SEDOL: 2026361
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director Daniel P. Amos 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. 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 W. Paul Bowers 1b
Mgmt For For Elect Director Toshihiko Fukuzawa 1c
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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
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Elect Director Melvin T. Stith 1k
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 Advisory Vote to Ratify Named Executive Officers' Compensation
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.
Mgmt For For Ratify KPMG LLP as Auditors 3
Voter Rationale: The audit firm has served the company more than 20 years. While specific term limits for auditors is not a consensus best practice, there is value in gaining new perspectives on finances and controls. The board should consider a plan for bringing in a new auditing firm.
AGCO Corporation Meeting Date: 04/26/2018 Country: USA
Meeting Type: Annual Ticker: AGCO
Primary ISIN: US0010841023 Primary SEDOL: 2010278
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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
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.
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.
Mgmt Against 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. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt For For Ratify KPMG LLP as Auditors 3
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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
Mgmt For For Increase Authorized Common Stock 2
Mgmt Against For 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. 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.
Mgmt For For Ratify Ernst & Young LLP as Auditors 4
AGREE REALTY CORPORATION Meeting Date: 05/15/2018 Country: USA
Meeting Type: Annual Ticker: ADC
Primary ISIN: US0084921008 Primary SEDOL: 2062161
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.
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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
Mgmt For For Ratify Grant Thornton LLP as Auditors 2
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
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
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 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.
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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
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 Ratify Deloitte & Touche LLP as Auditors 2
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
Meeting Type: Annual Ticker: 1299
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
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Aica Kogyo Co. Ltd. Meeting Date: 06/22/2018 Country: Japan
Meeting Type: Annual Ticker: 4206
Primary ISIN: JP3100800006 Primary SEDOL: 6010047
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 50
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
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Iwase, Yukihiro 3.3
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Omura, Nobuyuki 3.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Mori, Ryoji 3.5
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
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
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 Statutory Auditor Katagiri, Kiyoshi 4.2
Aichi Bank Ltd. Meeting Date: 06/22/2018 Country: Japan
Meeting Type: Annual Ticker: 8527
Primary ISIN: JP3103000000 Primary SEDOL: 6196550
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Aichi Bank Ltd.
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 45
Mgmt For For
Mgmt Against For Elect Director Koide, Shinichi 2.1
Voter Rationale: Top management is responsible for the company's unfavourable ROE performance.
Mgmt Against For Elect Director Yazawa, Katsuyuki 2.2
Voter Rationale: Top management is responsible for the company's unfavourable ROE performance.
Mgmt Against For Elect Director Kobayashi, Masato 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 Ito, Yoshihiro 2.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Ito, Yukinori 2.5
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Takahashi, Tomoyuki 2.6
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Ota, Wataru 2.7
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Matsuno, Hiroyasu 2.8
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Kuratomi, Nobuhiko 2.9
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director and Audit Committee Member Yoshida, Shigemasa
3.1
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
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
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
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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
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
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
Meeting Type: Annual Ticker: 6345
Primary ISIN: JP3103200006 Primary SEDOL: 6010092
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 11
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
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Ohira, Akihiko 3.3
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
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
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Aichi Corp. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Elect Director and Audit Committee Member Kawataki, Satoru
4.4
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 Approve Compensation Ceiling for Directors Who Are Not Audit Committee Members
5
Mgmt For For Approve Compensation Ceiling for Directors Who Are Audit Committee Members
6
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
Meeting Type: Annual Ticker: 5482
Primary ISIN: JP3103600007 Primary SEDOL: 6010207
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 Iwase, Takahiro 2.1
Mgmt For For Elect Director Fujioka, Takahiro 2.2
Mgmt Against For Elect Director Asano, Hiroaki 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 Yasui, Koichi 2.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt For For Elect Director Arai, Yuko 2.5
Mgmt Against For Elect Director Nakamura, Motoshi 2.6
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt For For Appoint Alternate Statutory Auditor Munakata, Yu
3
Mgmt For For Approve Annual Bonus 4
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Aida Engineering Ltd. Meeting Date: 06/27/2018 Country: Japan
Meeting Type: Annual Ticker: 6118
Primary ISIN: JP3102400003 Primary SEDOL: 6010326
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 30
Mgmt For For
Mgmt For For Elect Director Aida, Kimikazu 2.1
Mgmt Against For Elect Director Nakanishi, Naoyoshi 2.2
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Yap Teck Meng 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 Suzuki, Toshihiko 2.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Kawakami, Masahiro 2.5
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Oiso, Kimio 2.6
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt For For Elect Director Gomi, Hirofumi 2.7
Mgmt Against For Appoint Statutory Auditor Matsumoto, Shigeo 3
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Aiful Corp. Meeting Date: 06/26/2018 Country: Japan
Meeting Type: Annual Ticker: 8515
Primary ISIN: JP3105040004 Primary SEDOL: 6019419
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Fukuda, Yoshitaka Mgmt For Against
Page 56 of 2,968
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Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Voter Rationale: Top management is responsible for the company's unfavourable ROE performance.
Mgmt Against For Elect Director Sato, Masayuki 1.2
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Oishi, Kazumitsu 1.3
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Nakagawa, Tsuguo 1.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Fukuda, Mitsuhide 1.5
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Tanaka, Yoshiaki 1.6
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Uemura, Hiroshi 1.7
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Masui, Keiji 1.8
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director and Audit Committee Member Shimamura, Minoru
2
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
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
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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
Mgmt For For Ratify KPMG LLP as Auditors 2
Mgmt Against For 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. 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.
Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 4
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
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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
Mgmt For For Ratify Deloitte & Touche LLP as Auditors 3
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
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 Increase Authorized Common Stock 5
Mgmt For For Eliminate Supermajority Vote Requirement 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.
Mgmt For For Adjourn Meeting 7
Air Water Inc. Meeting Date: 06/27/2018 Country: Japan
Meeting Type: Annual Ticker: 4088
Primary ISIN: JP3160670000 Primary SEDOL: 6441465
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
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Toyoda, Kikuo 1.3
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt For For Elect Director Shirai, Kiyoshi 1.4
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Air Water Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Elect Director Karato, Yu 1.5
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Matsubara, Yukio 1.6
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Machida, Masato 1.7
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Tsutsumi, Hideo 1.8
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Murakami, Yukio 1.9
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Nagata, Minoru 1.10
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Sogabe, Yasushi 1.11
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Kawata, Hirokazu 1.12
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Shiomi, Yoshio 1.13
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Kajiwara, Katsumi 1.14
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Iinaga, Atsushi 1.15
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Komura, Kosuke 1.16
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Toyonaga, Akihiro 1.17
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
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Air Water Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Elect Director Matsubayashi, Ryosuke 1.18
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
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
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 Gentaro Toya 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.
Mgmt For For Elect Director Peter V. Ueberroth 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.
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
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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
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
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
Meeting Type: Annual Ticker: 7283
Primary ISIN: JP3101600009 Primary SEDOL: 6010649
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 15
Mgmt For For
Mgmt For For Elect Director Nomura, Tokuhisa 2.1
Mgmt Against For Elect Director Nakano, Masataka 2.2
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Ishida, Tomoya 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 Takagi, Takaaki 2.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Nakane, Toru 2.5
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Kosaka, Yoshifumi 2.6
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Iwata, Hitoshi 2.7
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt For For Elect Director Tsuge, Satoe 2.8
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Aisan Industry Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Appoint Statutory Auditor Torii, Hisanao 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 Against For Appoint Statutory Auditor Kishi, Hirohisa 3.2
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 Against For Appoint Statutory Auditor Yamanaka, Akihiro 3.3
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Mgmt Against For Approve Stock Option Plan 4
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.
Mgmt For For Approve Annual Bonus 5
Aisin Seiki Co. Ltd. Meeting Date: 06/19/2018 Country: Japan
Meeting Type: Annual Ticker: 7259
Primary ISIN: JP3102000001 Primary SEDOL: 6010702
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 90
Mgmt For For
Mgmt For For Elect Director Toyoda, Kanshiro 2.1
Mgmt Against For Elect Director Mitsuya, Makoto 2.2
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Okabe, Hitoshi 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 Usami, Kazumi 2.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Nishikawa, Masahiro 2.5
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
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Aisin Seiki Co. Ltd. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Elect Director Uenaka, Hiroshi 2.6
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Ozaki, Kazuhisa 2.7
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Shimizu, Kanichi 2.8
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
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
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Amakusa, Haruhiko 2.14
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt For For Appoint Statutory Auditor Takasu, Hikaru 3
Mgmt For For Approve Annual Bonus 4
Ajinomoto Co. Inc. Meeting Date: 06/26/2018 Country: Japan
Meeting Type: Annual Ticker: 2802
Primary ISIN: JP3119600009 Primary SEDOL: 6010906
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 17
Mgmt For For
Mgmt For For Appoint Statutory Auditor Amano, Hideki 2
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AK Steel Holding Corporation Meeting Date: 05/24/2018 Country: USA
Meeting Type: Annual Ticker: AKS
Primary ISIN: US0015471081 Primary SEDOL: 2067735
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
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 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
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
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
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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
Mgmt For For Declassify the Board of Directors 2
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 Advisory Vote to Ratify Named Executive Officers' Compensation
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.
Mgmt For For Ratify PricewaterhouseCoopers LLP as Auditors 4
Akatsuki Inc. Meeting Date: 06/19/2018 Country: Japan
Meeting Type: Annual Ticker: 3932
Primary ISIN: JP3107000006 Primary SEDOL: BYXBLB5
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 10
Mgmt For For
Akebono Brake Industry Co. Ltd. Meeting Date: 06/15/2018 Country: Japan
Meeting Type: Annual Ticker: 7238
Primary ISIN: JP3108400007 Primary SEDOL: 6011200
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Elect Director Okazaki, Ken Mgmt For For
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Akebono Brake Industry Co. Ltd. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Appoint Statutory Auditor Shinoda, Tatsuya 2.1
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 Statutory Auditor Takahashi, Hitoshi 2.2
Mgmt Against For Appoint Statutory Auditor Itagaki, Yuji 2.3
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Mgmt Against For Approve Takeover Defense Plan (Poison Pill) 3
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.
Akita Bank Ltd. Meeting Date: 06/27/2018 Country: Japan
Meeting Type: Annual Ticker: 8343
Primary ISIN: JP3107600003 Primary SEDOL: 6011653
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 35
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
Voter Rationale: Top management is responsible for the company's unfavourable ROE performance.
Mgmt Against For Elect Director Araya, Akihiro 3.2
Voter Rationale: Top management is responsible for the company's unfavourable ROE performance.
Mgmt Against For Elect Director Sasaki, Toshiyuki 3.3
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Takada, Masayuki 3.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
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Akita Bank Ltd. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Elect Director Kudo, Takanori 3.5
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Handa, Naoki 3.6
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Kato, Takashi 3.7
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Tsuchiya, Masato 3.8
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Nishimura, Kiichiro 3.9
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Tsuji, Yoshiyuki 3.10
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
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
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 Kitajima, Masashi
4.3
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 Morohashi, Masahiro
4.4
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 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.
Mgmt For For Approve Compensation Ceiling for Directors Who Are Not Audit Committee Members
6
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Akita Bank Ltd. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Approve Compensation Ceiling for Directors Who Are Audit Committee Members
7
Mgmt Against For Approve Deep Discount Stock Option Plan 8
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.
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
Primary ISIN: US0113111076 Primary SEDOL: 2021634
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.
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
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.
Mgmt For For Ratify KPMG LLP as Auditors 3
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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
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
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.
Mgmt Against For Amend Omnibus Stock Plan 3
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
Primary ISIN: US0123481089 Primary SEDOL: 2012757
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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
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 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
Mgmt For For Ratify KPMG LLP as Auditors 2
Mgmt Against For 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, 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
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Albemarle Corporation Meeting Date: 05/08/2018 Country: USA
Meeting Type: Annual Ticker: ALB
Primary ISIN: US0126531013 Primary SEDOL: 2046853
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
Voter Rationale: Board efforts to reduce supermajority provisions are appreciated, as they create artificial barriers for shareholders. Majority voting should be sufficient to change policies.
Mgmt For For Ratify PricewaterhouseCoopers LLP as Auditors 4
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.
Alder BioPharmaceuticals, Inc. Meeting Date: 05/23/2018 Country: USA
Meeting Type: Annual Ticker: ALDR
Primary ISIN: US0143391052 Primary SEDOL: BLZHCS4
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Alder BioPharmaceuticals, Inc.
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Paul B. Cleveland 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 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
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 Against For Advisory Vote to Ratify Named Executive Officers' Compensation
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.
Mgmt For For Ratify PricewaterhouseCoopers LLP as Auditors 3
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
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.
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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
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 Against For Advisory Vote to Ratify Named Executive Officers' Compensation
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.
Mgmt For For Ratify Deloitte & Touche LLP as Auditors 3
Voter Rationale: The audit firm has served the company more than 20 years. While specific term limits for auditors is not a consensus best practice, there is value in gaining new perspectives on finances and controls. The board should consider a plan for bringing in a new auditing firm.
Alexander's, Inc. Meeting Date: 05/17/2018 Country: USA
Meeting Type: Annual Ticker: ALX
Primary ISIN: US0147521092 Primary SEDOL: 2014021
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
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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.
Mgmt For For Ratify Deloitte & Touche 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.
Alexandria Real Estate Equities, Inc. Meeting Date: 05/22/2018 Country: USA
Meeting Type: Annual Ticker: ARE
Primary ISIN: US0152711091 Primary SEDOL: 2009210
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Joel S. Marcus Mgmt For For
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 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.
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Alexandria Real Estate Equities, Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Elect Director James P. Cain 1.4
Voter Rationale: Company bylaws or articles of incorporation should not erode shareholders' rights and should be subject to shareholder approval.
Mgmt Against For Elect Director Maria C. Freire 1.5
Voter Rationale: Company bylaws or articles of incorporation should not erode shareholders' rights and should be subject to shareholder approval.
Mgmt Against For Elect Director Richard H. Klein 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.
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
Mgmt Against For Amend Omnibus Stock Plan 2
Voter Rationale: On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control. 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 Against For Advisory Vote to Ratify Named Executive Officers' Compensation
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.
Mgmt For For Ratify Ernst & Young LLP as Auditors 4
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.
Alexion Pharmaceuticals, Inc. Meeting Date: 05/08/2018 Country: USA
Meeting Type: Annual Ticker: ALXN
Primary ISIN: US0153511094 Primary SEDOL: 2036070
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
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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
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 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
Mgmt For For Ratify PricewaterhouseCoopers LLP as Auditors 2
Mgmt Against For 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. 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.
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.
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
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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
Mgmt For For Accept Financial Statements and Statutory Reports
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
Mgmt Close Meeting 17
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Alfresa Holdings Corp. Meeting Date: 06/26/2018 Country: Japan
Meeting Type: Annual Ticker: 2784
Primary ISIN: JP3126340003 Primary SEDOL: 6687214
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Amend Articles to Amend Business Lines Mgmt For For
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
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Masunaga, Koichi 2.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Izumi, Yasuki 2.5
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Arakawa, Ryuji 2.6
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Katsuki, Hisashi 2.7
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Shimada, Koichi 2.8
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt For For Elect Director Terai, Kimiko 2.9
Mgmt Against For Elect Director Yatsurugi, Yoichiro 2.10
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
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
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Align Technology, Inc. Meeting Date: 05/16/2018 Country: USA
Meeting Type: Annual Ticker: ALGN
Primary ISIN: US0162551016 Primary SEDOL: 2679204
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
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 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.
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Align Technology, Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
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.
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
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
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
2
Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 3
Mgmt For For Approve PricewaterhouseCoopers LLP as Auditors and Authorize Board to Fix Their Remuneration
4
Mgmt Against For Approve Omnibus Stock Plan 5
Alleghany Corporation Meeting Date: 04/27/2018 Country: USA
Meeting Type: Annual Ticker: Y
Primary ISIN: US0171751003 Primary SEDOL: 2016801
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Alleghany Corporation
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director William K. Lavin Mgmt For Against
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Elect Director Phillip M. Martineau 1b
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt For For Elect Director Raymond L.M. Wong 1c
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt For For Ratify Ernst & Young LLP as Auditors 2
Mgmt For For Advisory Vote to Ratify Named Executive Officers' Compensation
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.
Allegheny Technologies Incorporated Meeting Date: 05/10/2018 Country: USA
Meeting Type: Annual Ticker: ATI
Primary ISIN: US01741R1023 Primary SEDOL: 2526117
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Herbert J. Carlisle 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.
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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
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt Against For Elect Director 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.
Mgmt Against 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, incentive awards to executives should be 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 Ratify Ernst & Young LLP as Auditors 3
Voter Rationale: The audit firm has served the company more than 20 years. While specific term limits for auditors is not a consensus best practice, there is value in gaining new perspectives on finances and controls. The board should consider a plan for bringing in a new auditing firm.
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
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.
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Allegiance Bancshares, Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Elect Director William 'Nick' S. Nichols, III 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.
Mgmt For For Elect Director Steven F. Retzloff 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.
Mgmt For For Elect Director Raimundo Riojas E. 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.
Mgmt For For Elect Director Fred S. Robertson 1.5
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 Ramon A. Vitulli, III 1.6
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
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
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 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
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.
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Allegiant Travel Company Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Elect Director Linda A. Marvin 1D
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 For For Elect Director Charles W. Pollard 1E
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 John Redmond 1F
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
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.
Mgmt For For Ratify KPMG LLP as Auditors 3
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
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 Nicole Parent Haughey 1c
Mgmt For For Elect Director David D. Petratis 1d
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 Dean I. Schaffer 1e
Mgmt For For Elect Director Charles L. Szews 1f
Mgmt For For Elect Director Martin E. Welch, III 1g
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Allegion plc Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
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
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 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
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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
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 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.
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
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.
Mgmt For For Approve PricewaterhouseCoopers LLP as Auditors and Authorize Board to Fix Their Remuneration
3
Voter Rationale: The audit firm has served the company more than 20 years. While specific term limits for auditors is not a consensus best practice, there is value in gaining new perspectives on finances and controls. The board should consider a plan for bringing in a new auditing firm.
Mgmt For For Authorize Issue of Equity with Pre-emptive Rights
4
Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights
5A
Mgmt For For Authorize Issuance of Equity or Equity-Linked Securities without Preemptive Rights
5B
SH For Against Require Independent Board Chairman 6
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.
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
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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
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Elect Director Alan R. Hodnik 1e
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 James J. Hoolihan 1f
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 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
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Elect Director Robert P. Powers 1k
Mgmt For For Elect Director Leonard C. Rodman 1l
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 Advisory Vote to Ratify Named Executive Officers' Compensation
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.
Mgmt For For Ratify PricewaterhouseCoopers LLP as Auditors 3
Voter Rationale: The audit firm has served the company more than 20 years. While specific term limits for auditors is not a consensus best practice, there is value in gaining new perspectives on finances and controls. The board should consider a plan for bringing in a new auditing firm.
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Alliance Data Systems Corporation Meeting Date: 06/06/2018 Country: USA
Meeting Type: Annual Ticker: ADS
Primary ISIN: US0185811082 Primary SEDOL: 2762030
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
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.
Mgmt For For Elect Director 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
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.
Mgmt For For Elect Director Timothy J. Theriault 1.8
Mgmt For For Elect Director Laurie A. Tucker 1.9
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Alliance Data Systems Corporation Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against 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. 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.
Mgmt For For Ratify Deloitte & Touche LLP as Auditors 3
Alliant Energy Corporation Meeting Date: 05/17/2018 Country: USA
Meeting Type: Annual Ticker: LNT
Primary ISIN: US0188021085 Primary SEDOL: 2973821
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.
Mgmt Against 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 remuneration committee should not allow vesting of incentive awards for below median performance.
Mgmt For For Ratify Deloitte & Touche LLP as Auditors 3
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Alliant Energy Corporation Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
SH For Against Report on Political Contributions 4
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.
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
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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
Primary ISIN: US0193301092 Primary SEDOL: 2414717
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Richard D. Federico Mgmt For For
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 Gerald J. (Bud) Laber 1.2
Voter Rationale: Companies should establish and disclose a policy on hedging of company stock by executives. Hedging activity by executives should be prohibited as it potentially severs management alignment with shareholder interest.
Mgmt For For Elect Director 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
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 Michael R. Winter 1.7
Mgmt Against 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. 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.
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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
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 Trustee Michael R. Emory 1.4
Mgmt Withhold For Elect Trustee James Griffiths 1.5
Voter Rationale: Executive directors are expected to hold no more than one external directorships to ensure they have sufficient time and energy to discharge their roles properly, particularly during unexpected company situations requiring substantial amounts of time.
Mgmt For For Elect 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
Primary ISIN: US01988P1084 Primary SEDOL: 2710039
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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
Mgmt For For Ratify Grant Thornton LLP as Auditors 3
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
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
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 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
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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
Mgmt For For Advisory Vote to Ratify Named Executive Officers' Compensation
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.
Mgmt For For Ratify Deloitte & Touche LLP as Auditors 3
Voter Rationale: The audit firm has served the company more than 20 years. While specific term limits for auditors is not a consensus best practice, there is value in gaining new perspectives on finances and controls. The board should consider a plan for bringing in a new auditing firm.
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
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt Against For Elect Director John 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
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 David E.I. Pyott 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.
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Alnylam Pharmaceuticals, Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Approve Omnibus Stock Plan 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, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable.
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
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.
Mgmt For For Ratify PricewaterhouseCoopers LLP as Auditors 4
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
Annual Meeting Agenda Mgmt
Mgmt For For Accept Financial Statements and Statutory Reports
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
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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
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 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
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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
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 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.
Mgmt For For Ratify Ernst & Young LLP as Auditors 2
Mgmt Against For Amend Omnibus Stock Plan 3
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.
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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 Lobbying Payments and Policy 5
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 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
Meeting Type: Annual Ticker: 6816
Primary ISIN: JP3126200009 Primary SEDOL: 6021481
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 15
Mgmt For For
Mgmt For For Elect Director Komeya, Nobuhiko 2.1
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Alpine Electronics Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Elect Director Endo, Koichi 2.2
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Kobayashi, Toshinori 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 Taguchi, Shuji 2.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Ikeuchi, Yasuhiro 2.5
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Kawarada, Yoji 2.6
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Inoue, Shinji 2.7
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Ishibashi, Koji 2.8
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Kataoka, Masataka 2.9
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Motokawa, Yasushi 2.10
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director and Audit Committee Member Kojima, Hideo
3.1
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
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
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt For For Elect Director and Audit Committee Member Kinoshita, Satoshi
3.5
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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
Meeting Type: Annual Ticker: 6770
Primary ISIN: JP3126400005 Primary SEDOL: 6021500
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 20
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
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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 Against For Approve Deep Discount 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.
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
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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
1 Receive Financial Statements and Statutory Reports for Fiscal 2017 (Non-Voting)
Mgmt
Mgmt For For Approve Allocation of Income and Dividends of EUR 0.52 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: 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
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Vote Instruction
Mgmt Against For Elect Director W. Michael Linn 1c
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 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
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
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
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Proponent
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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
Mgmt For For Ratify Deloitte & Touche LLP as Auditors 2
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. 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
Ordinary Business Mgmt
Mgmt For For Approve Financial Statements and Statutory Reports
1
Mgmt For For Approve Consolidated Financial Statements and Statutory Reports
2
Mgmt For For Approve Allocation of Income and Dividends of EUR 0.24 per Share
3
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Proponent
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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
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 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
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Proponent
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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
Meeting Type: Annual Ticker: 6113
Primary ISIN: JP3122800000 Primary SEDOL: 6022105
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 22
Mgmt For For
Mgmt For For Elect Director Okamoto, Mitsuo 2.1
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Proponent
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Vote Instruction
Mgmt For For Elect Director Isobe, Tsutomu 2.2
Mgmt Against For Elect Director Shibata, Kotaro 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 Kudo, Hidekazu 2.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Miwa, Kazuhiko 2.5
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
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
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt For For Appoint Alternate Statutory Auditor Murata, Makoto
3
Mgmt For For Approve Annual Bonus 4
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
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.
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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
Mgmt Against For Amend Omnibus Stock Plan 2
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.
Mgmt For For Amend Qualified Employee Stock Purchase Plan 3
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
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.
Mgmt For For Ratify PricewaterhouseCoopers LLP as Auditors 5
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.
Amano Corp. Meeting Date: 06/28/2018 Country: Japan
Meeting Type: Annual Ticker: 6436
Primary ISIN: JP3124400007 Primary SEDOL: 6027304
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 34
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
Primary ISIN: US0231351067 Primary SEDOL: 2000019
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Amazon.com, Inc.
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director Jeffrey P. Bezos Mgmt For For
Voter Rationale: The roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability.
Mgmt Against For Elect Director Tom A. Alberg 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, 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 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
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 Against For Elect Director Wendell P. Weeks 1i
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 Ratify Ernst & Young 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.
Mgmt For For Advisory Vote to Ratify Named Executive Officers' Compensation
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.
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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 Require Independent Board Chairman 5
Voter Rationale: Appointing a fully independent chairman creates a balance of power that is more conducive to long-term performance. A board headed by management cannot reasonably provide the best oversight and evaluation of management's performance.
SH 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
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 Advisory Vote to Ratify Named Executive Officers' Compensation
2
Mgmt For For Ratify KPMG LLP as Auditors 3
Voter Rationale: The audit firm has served the company more than 20 years. While specific term limits for auditors is not a consensus best practice, there is value in gaining new perspectives on finances and controls. The board should consider a plan for bringing in a new auditing firm.
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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
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 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.
Mgmt For For Ratify KPMG LLP as Auditors 2
Mgmt For For Advisory Vote to Ratify Named Executive Officers' Compensation
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
Primary ISIN: US0234361089 Primary SEDOL: 2024332
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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
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Elect Director Bruce D. Perkins 1F
Mgmt For For Elect Director Jeffrey A. Rideout 1G
Mgmt Withhold For Elect Director Donald A. Washburn 1H
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Elect Director Nathaniel M. Zilkha 1I
Mgmt For For Ratify KPMG LLP as Auditors 2
Mgmt For For Amend Omnibus Stock Plan 3
Mgmt Against For Approve Omnibus Stock Plan 4
Voter Rationale: On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control. Moreover, 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.
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
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.
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Ameren Corporation Meeting Date: 05/03/2018 Country: USA
Meeting Type: Annual Ticker: AEE
Primary ISIN: US0236081024 Primary SEDOL: 2050832
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director Warner L. Baxter Mgmt For For
Voter Rationale: The roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability.
Mgmt For For Elect Director 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
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 Steven H. Lipstein 1k
Mgmt For For Elect Director Stephen R. Wilson 1l
Mgmt Against 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 remuneration committee should not allow vesting of incentive awards for below median performance.
Mgmt For For Ratify PricewaterhouseCoopers LLP as Auditors 3
Voter Rationale: The audit firm has served the company more than 20 years. While specific term limits for auditors is not a consensus best practice, there is value in gaining new perspectives on finances and controls. The board should consider a plan for bringing in a new auditing firm.
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Proponent
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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
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 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
Mgmt For For Amend Qualified Employee Stock Purchase Plan 3
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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
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 Ray M. Robinson 1l
Mgmt For For Ratify KPMG LLP as Auditors 2
Mgmt For For Advisory Vote to Ratify Named Executive Officers' Compensation
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
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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
Voter Rationale: Changes in company bylaws or articles of incorporation should not erode shareholders' rights and should be subject to shareholder approval.
Mgmt Withhold For Elect Director Thomas S. Olinger 1.4
Voter Rationale: Changes in company bylaws or articles of incorporation should not erode shareholders' rights and should be subject to shareholder approval.
Mgmt Withhold For Elect Director Robert S. Sullivan 1.5
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 Ratify Ernst & Young LLP as Auditors 2
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
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.
Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 4
American Axle & Manufacturing Holdings, Inc. Meeting Date: 05/03/2018 Country: USA
Meeting Type: Annual Ticker: AXL
Primary ISIN: US0240611030 Primary SEDOL: 2382416
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director David C. Dauch Mgmt For For
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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
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 Peter D. Lyons 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.
Mgmt Against 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 remuneration committee should not allow vesting of incentive awards for below median performance.
Mgmt Against For Approve Omnibus Stock Plan 3
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. In addition, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control. 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.
Mgmt For For Ratify Deloitte & Touche LLP as Auditors 4
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
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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
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 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.
Mgmt For For Ratify Ernst & Young 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.
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
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
Primary ISIN: US0255371017 Primary SEDOL: 2026242
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Nicholas K. Akins Mgmt For For
Voter Rationale: The roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability.
Mgmt For For Elect Director 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
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Proponent
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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
Mgmt For For Ratify PricewaterhouseCoopers LLP as Auditors 2
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
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
Primary ISIN: US0256762065 Primary SEDOL: 2191300
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Brenda J. Cushing 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 David S. Mulcahy 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.
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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.
Mgmt For For Ratify KPMG LLP as Auditors 2
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
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
Primary ISIN: US0258161092 Primary SEDOL: 2026082
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
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 Daniel L. Vasella 1k
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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
Mgmt For For Ratify PricewaterhouseCoopers LLP as Auditors 2
Mgmt Against For 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. 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 Against Against Provide Right to Act by Written Consent 4
SH For Against Require Independent Board Chairman 5
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.
American Financial Group, Inc. Meeting Date: 05/22/2018 Country: USA
Meeting Type: Annual Ticker: AFG
Primary ISIN: US0259321042 Primary SEDOL: 2134532
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
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Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Withhold For Elect Director James E. Evans 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.
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
Mgmt For For Ratify Ernst & Young 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.
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
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
Primary ISIN: US0268747849 Primary SEDOL: 2027342
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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
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 Against For Elect Director Douglas M. Steenland 1j
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 Elect Director Theresa M. Stone 1k
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
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.
Mgmt For For Ratify PricewaterhouseCoopers LLP as Auditors 3
Voter Rationale: The audit firm has served the company more than 20 years. While specific term limits for auditors is not a consensus best practice, there is value in gaining new perspectives on finances and controls. The board should consider a plan for bringing in a new auditing firm.
American National Bankshares Inc. Meeting Date: 05/15/2018 Country: USA
Meeting Type: Annual Ticker: AMNB
Primary ISIN: US0277451086 Primary SEDOL: 2596950
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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
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 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
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 Tammy Moss Finley 2.1
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 Ratify Yount, Hyde and Barbour, P.C. as Auditors 3
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
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.
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American National Bankshares Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Approve Omnibus Stock Plan 5
Voter Rationale: Incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. In addition, on early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control.
American National Insurance Company Meeting Date: 04/27/2018 Country: USA
Meeting Type: Annual Ticker: ANAT
Primary ISIN: US0285911055 Primary SEDOL: 2028420
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
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 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.
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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.
Mgmt For For Advisory Vote to Ratify Named Executive Officers' Compensation
2
Mgmt For For Ratify KPMG LLP as Auditors 3
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
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 Wallace E. Boston, Jr. 1b
Mgmt For For Elect Director Barbara G. Fast 1c
Mgmt Against For Elect Director Jean C. Halle 1d
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 Against For Elect Director Barbara 'Bobbi' L. Kurshan 1e
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 Against For Elect Director Timothy J. Landon 1f
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 William G. Robinson, Jr. 1g
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
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.
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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
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 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
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 Susanne V. Clark 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.
Mgmt For For Ratify Grant Thornton LLP as Auditors 2
American River Bankshares Meeting Date: 05/17/2018 Country: USA
Meeting Type: Annual Ticker: AMRB
Primary ISIN: US0293261055 Primary SEDOL: 2676948
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
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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
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 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
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, 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.
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American States Water Company Meeting Date: 05/22/2018 Country: USA
Meeting Type: Annual Ticker: AWR
Primary ISIN: US0298991011 Primary SEDOL: 2267171
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
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 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.
Mgmt Against 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. 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.
Mgmt For For Ratify PricewaterhouseCoopers LLP as Auditors 3
American Tower Corporation Meeting Date: 05/23/2018 Country: USA
Meeting Type: Annual Ticker: AMT
Primary ISIN: US03027X1000 Primary SEDOL: B7FBFL2
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American Tower Corporation
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director Gustavo Lara Cantu 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 Raymond P. Dolan 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. 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 Robert D. Hormats 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 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
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Elect Director James D. Taiclet, Jr. 1i
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 Samme L. Thompson 1j
Mgmt For For Ratify Deloitte & Touche 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.
Mgmt For For Advisory Vote to Ratify Named Executive Officers' Compensation
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.
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American Vanguard Corporation Meeting Date: 06/06/2018 Country: USA
Meeting Type: Annual Ticker: AVD
Primary ISIN: US0303711081 Primary SEDOL: 2025711
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
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 M. Esmail Zirakparvar 1h
Mgmt For For Ratify BDO USA, 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.
Mgmt For For Advisory Vote to Ratify Named Executive Officers' Compensation
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.
Mgmt For For Amend Qualified Employee Stock Purchase Plan 4
American Water Works Company, Inc. Meeting Date: 05/11/2018 Country: USA
Meeting Type: Annual Ticker: AWK
Primary ISIN: US0304201033 Primary SEDOL: B2R3PV1
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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
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 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
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 James G. Stavridis 1g
Mgmt For For Elect Director Susan N. Story 1h
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 Against For Advisory Vote to Ratify Named Executive Officers' Compensation
2
Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance.
Mgmt For For Ratify PricewaterhouseCoopers LLP as Auditors 3
Voter Rationale: The audit firm has served the company more than 20 years. While specific term limits for auditors is not a consensus best practice, there is value in gaining new perspectives on finances and controls. The board should consider a plan for bringing in a new auditing firm.
SH 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 Lobbying Payments and Policy 5
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 Political Contributions 6
Voter Rationale: Comprehensive, aggregate disclosure on political spending is best practice. Disclosure should include all state and local donations including support for 527 organizations and ballot initiatives. In addition, the company should identify key relationships with trade associations that engage in lobbying on the corporation's behalf, as well as describe its policies and processes for giving. We ask that the board provide ultimate oversight for political donations.
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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
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 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
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
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.
Mgmt For For Ratify PricewaterhouseCoopers LLP as Auditors 3
SH For Against Report on Political Contributions and Expenditures
4
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.
Ameris Bancorp Meeting Date: 05/15/2018 Country: USA
Meeting Type: Annual Ticker: ABCB
Primary ISIN: US03076K1088 Primary SEDOL: 2038849
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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
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 Jimmy D. Veal 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. 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 Ratify Crowe Horwath LLP as Auditors 2
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, 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.
Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 4
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
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.
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AMERISAFE, Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Elect Director Millard E. Morris 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.
Mgmt For For Elect Director Randall E. Roach 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.
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.
Mgmt For For Advisory Vote to Ratify Named Executive Officers' Compensation
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.
Mgmt For For Ratify Ernst & Young LLP as Auditors 4
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.
AMETEK, Inc. Meeting Date: 05/08/2018 Country: USA
Meeting Type: Annual Ticker: AME
Primary ISIN: US0311001004 Primary SEDOL: 2089212
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
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.
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AMETEK, Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
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.
Mgmt For For Ratify Ernst & Young LLP as Auditors 3
Voter Rationale: The audit firm has served the company more than 20 years. While specific term limits for auditors is not a consensus best practice, there is value in gaining new perspectives on finances and controls. The board should consider a plan for bringing in a new auditing firm.
Amgen Inc. Meeting Date: 05/22/2018 Country: USA
Meeting Type: Annual Ticker: AMGN
Primary ISIN: US0311621009 Primary SEDOL: 2023607
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
Mgmt For For Advisory Vote to Ratify Named Executive Officers' Compensation
2
Mgmt For For Ratify Ernst & Young LLP as Auditors 3
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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
Primary ISIN: US0316521006 Primary SEDOL: 2242929
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
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Elect Director 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
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 David N. Watson 1.10
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Amkor Technology, Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
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.
Mgmt For For Ratify PricewaterhouseCoopers LLP as Auditors 3
AMN Healthcare Services, Inc. Meeting Date: 04/18/2018 Country: USA
Meeting Type: Annual Ticker: AMN
Primary ISIN: US0017441017 Primary SEDOL: 2813552
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Mark G. Foletta Mgmt For Against
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 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
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.
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AMN Healthcare Services, Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against 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 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.
Mgmt For For Ratify KPMG LLP as Auditors 3
SH For Against Reduce Ownership Threshold for Shareholders to Call Special Meeting
4
Voter Rationale: Holders of significant share capital should be entitled to call a special meeting. A total holding requirement of 5% is a suitable threshold to prevent abuse.
AMP Limited Meeting Date: 05/10/2018 Country: Australia
Meeting Type: Annual Ticker: AMP
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
Primary ISIN: US0320371034 Primary SEDOL: 2031688
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Ampco-Pittsburgh Corporation
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Michael I. German 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 Ann E. Whitty 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.
Mgmt Against 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. Also, the remuneration committee should not allow vesting of incentive awards for below median performance.
Mgmt For For Ratify Deloitte & Touche LLP as Auditors 3
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
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt Against For Elect Director 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
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 Ernst & Young LLP as Auditors 2
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Amphenol Corporation Meeting Date: 05/17/2018 Country: USA
Meeting Type: Annual Ticker: APH
Primary ISIN: US0320951017 Primary SEDOL: 2145084
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Ronald P. Badie Mgmt For Against
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. 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 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
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 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
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 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
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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
Mgmt For For Ratify Deloitte & Touche 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.
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. 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.
SH For Against Reduce Ownership Threshold for Shareholders to Call Special Meeting
4
Voter Rationale: Holders of significant share capital should be entitled to call a special meeting. A total holding requirement of 5% is a suitable threshold to prevent abuse.
Amplifon SpA Meeting Date: 04/20/2018 Country: Italy
Meeting Type: Annual Ticker: AMP
Primary ISIN: IT0004056880 Primary SEDOL: B14NJ71
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Ordinary Business Mgmt
Mgmt For For Approve Financial Statements, Statutory Reports, and Allocation of Income
1
Mgmt For For Approve Remuneration of Directors 2
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.
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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
Primary ISIN: US0323325045 Primary SEDOL: 2400619
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Jong S. Whang 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.
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.
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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
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
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.
Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 4
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 For For Adjourn Meeting 2
Mgmt Dissident Proxy (Gold Proxy Card)
Mgmt Do Not Vote Against Approve Merger Agreement 1
Mgmt Do Not Vote Against Adjourn Meeting 2
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AMUSE Inc. Meeting Date: 06/24/2018 Country: Japan
Meeting Type: Annual Ticker: 4301
Primary ISIN: JP3124500004 Primary SEDOL: 6388238
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 12.5
Mgmt For For
Mgmt For For Elect Director Osato, Yokichi 2.1
Mgmt Against For Elect Director Shiba, Yojiro 2.2
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt For For Elect Director Hatanaka, Tatsuro 2.3
Mgmt Against For Elect Director Ichige, Rumiko 2.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Soma, Nobuyuki 2.5
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Saito, Naoto 2.6
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
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
Meeting Type: Annual Ticker: 9202
Primary ISIN: JP3429800000 Primary SEDOL: 6014908
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
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ANA Holdings Co.,Ltd. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Elect Director Shinobe, Osamu 2.2
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt For For Elect Director Katanozaka, Shinya 2.3
Mgmt Against For Elect Director Nagamine, Toyoyuki 2.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Ishizaka, Naoto 2.5
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Takada, Naoto 2.6
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Hirako, Yuji 2.7
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Mori, Shosuke 2.8
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Yamamoto, Ado 2.9
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
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
Primary ISIN: US0325111070 Primary SEDOL: 2032380
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director Anthony R. Chase Mgmt For For
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Elect Director David E. Constable 1b
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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
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 Peter J. Fluor 1e
Mgmt Against For Elect Director Joseph W. Gorder 1f
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 Against For Elect Director John R. Gordon 1g
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Elect Director Sean Gourley 1h
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Elect Director Mark C. McKinley 1i
Mgmt For For Elect Director Eric D. Mullins 1j
Mgmt For For Elect Director R. A. Walker 1k
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 Ratify KPMG 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.
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, 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.
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Analogic Corporation Meeting Date: 06/21/2018 Country: USA
Meeting Type: Special Ticker: ALOG
Primary ISIN: US0326572072 Primary SEDOL: 2032090
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
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
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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
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 Patrick Y. Yang 1.12
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
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.
Mgmt For For Ratify Ernst & Young LLP as Auditors 3
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, 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
Meeting Type: Annual Ticker: 6381
Primary ISIN: JP3122450004 Primary SEDOL: 6468141
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 10
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
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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
Mgmt Against For Approve Takeover Defense Plan (Poison Pill) 5
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.
Anhui Conch Cement Company Ltd Meeting Date: 05/30/2018 Country: China
Meeting Type: Annual Ticker: 914
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
Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account.
Mgmt For For Approve 2017 Audited Financial Reports Prepared Under the PRC Accounting Standards and International Financial Reporting Standards Respectively
3
Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account.
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
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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
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.
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
Meeting Type: Annual Ticker: 8715
Primary ISIN: JP3122440005 Primary SEDOL: B3PQXL5
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Anicom Holdings Inc.
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 5
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
Primary ISIN: US0352551081 Primary SEDOL: 2035754
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
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 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.
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Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Ratify Deloitte & Touche LLP as Auditors 4
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
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
Ordinary Business Mgmt
Mgmt Against For Approve Long Term Incentive Plan 1
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 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 Extraordinary Business
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
Primary ISIN: US0352901054 Primary SEDOL: 2468844
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Anixter International Inc.
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Lord James Blyth 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.
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
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 Withhold For Elect Director Melvyn N. Klein 1.7
Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. The 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 George Munoz 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. 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 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
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.
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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.
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
2
Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance.
Mgmt For For Ratify Ernst & Young LLP as Auditors 3
Voter Rationale: The audit firm has served the company more than 20 years. While specific term limits for auditors is not a consensus best practice, there is value in gaining new perspectives on finances and controls. The board should consider a plan for bringing in a new auditing firm.
Annaly Capital Management, Inc. Meeting Date: 05/23/2018 Country: USA
Meeting Type: Annual Ticker: NLY
Primary ISIN: US0357104092 Primary SEDOL: 2113456
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
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt Against For Elect Director 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.
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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
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 Advisory Vote to Ratify Named Executive Officers' Compensation
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.
Mgmt For For Ratify Ernst & Young LLP as Auditors 3
Anritsu Corp. Meeting Date: 06/26/2018 Country: Japan
Meeting Type: Annual Ticker: 6754
Primary ISIN: JP3128800004 Primary SEDOL: 6044109
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 7.5
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
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Kubota, Akifumi 3.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Niimi, Masumi 3.5
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
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Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Elect Director Sano, Takashi 3.6
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt For For Elect Director Inoue, Yuji 3.7
Mgmt For For Approve Annual Bonus 4
Mgmt For For Approve Trust-Type Equity Compensation Plan 5
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
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 Alec D. Gallimore 1b
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt For For Ratify Deloitte & Touche LLP as Auditors 2
Mgmt For For Advisory Vote to Ratify Named Executive Officers' Compensation
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.
Antero Resources Corporation Meeting Date: 06/20/2018 Country: USA
Meeting Type: Annual Ticker: AR
Primary ISIN: US03674X1063 Primary SEDOL: BFD2WR8
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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.
Mgmt For For Ratify KPMG LLP as Auditors 2
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
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
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.
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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
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt Against For Elect Director Ramiro G. Peru 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. 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 Ratify Ernst & Young 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.
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
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 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
Meeting Type: Annual Ticker: 6832
Primary ISIN: JP3105280006 Primary SEDOL: 6270960
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AOI Electronics
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 29
Mgmt For For
AOKI Holdings Inc. Meeting Date: 06/27/2018 Country: Japan
Meeting Type: Annual Ticker: 8214
Primary ISIN: JP3105400000 Primary SEDOL: 6045759
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
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt For For Elect Director Aoki, Akihiro 1.3
Mgmt Against For Elect Director Tamura, Haruo 1.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Shimizu, Akira 1.5
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Nakamura, Hiroaki 1.6
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Aoki, Masamitsu 1.7
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Araki, Wataru 1.8
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Terui, Norio 1.9
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
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Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Elect Director Hirai, Masatake 1.10
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Tanii, Shingo 1.11
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
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
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 Against For Approve Director and Statutory Auditor Retirement Bonus
3
Voter Rationale: There should be disclosure of the total award of retirement bonuses.
Mgmt Against For Approve Bonus Related to Retirement Bonus System Abolition
4
Voter Rationale: There should be disclosure of the total award of retirement bonuses.
Mgmt Against For Approve Equity Compensation Plan 5
Voter Rationale: This plan does not effectively link executive pay to performance. The board should introduce stretching performance targets that reward strong performance and build shareholder value over time.
Aomori Bank Ltd. Meeting Date: 06/26/2018 Country: Japan
Meeting Type: Annual Ticker: 8342
Primary ISIN: JP3106000007 Primary SEDOL: 6045823
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 30
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
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
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Aomori Bank Ltd. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Elect Director Takeuchi, Hitoshi 3.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
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 – and companies should strive to make them fully independent.
Mgmt Against For Elect Director and Audit Committee Member Ishida, Norihisa
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 Against For Elect Director and Audit Committee Member Kushibiki, Toshisada
4.3
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 For For Elect Director and Audit Committee Member Ishida, Mie
4.4
Mgmt For For Approve Trust-Type Equity Compensation Plan 5
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
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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.
Mgmt Against 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. 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 Against For Approve Remuneration Report 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 For For Accept Financial Statements and Statutory Reports
4
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Aon plc Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Ratify Ernst & Young LLP as Auditors 5
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.
Mgmt For For Ratify Ernst & Young LLP as Aon's U.K. Statutory Auditor
6
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.
Mgmt For For Authorize Board to Fix Remuneration of Auditors 7
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.
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
Meeting Type: Annual Ticker: 8219
Primary ISIN: JP3106200003 Primary SEDOL: 6045878
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 120
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
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Aozora Bank, Ltd. Meeting Date: 06/27/2018 Country: Japan
Meeting Type: Annual Ticker: 8304
Primary ISIN: JP3711200000 Primary SEDOL: B1G1854
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, Makoto 2.1
Mgmt For For Elect Director Baba, Shinsuke 2.2
Mgmt Against For Elect Director Sekizawa, Yukio 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 Takeda, Shunsuke 2.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Mizuta, Hiroyuki 2.5
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
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
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
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
Primary ISIN: US0374111054 Primary SEDOL: 2043962
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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
Mgmt For For Ratify Ernst & Young LLP as Auditors 11
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
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
Primary ISIN: US03748R1014 Primary SEDOL: 2057059
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Terry Considine Mgmt For For
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Proponent
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Mgmt Rec
Vote Instruction
Voter Rationale: The board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate. In addition, the roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability.
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
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Elect Director Nina A. Tran 1.8
Mgmt For For Ratify Ernst & Young 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.
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
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.
Mgmt Against For Amend Omnibus Stock Plan 4
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
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Apogee Enterprises, Inc. Meeting Date: 06/28/2018 Country: USA
Meeting Type: Annual Ticker: APOG
Primary ISIN: US0375981091 Primary SEDOL: 2046176
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Bernard P. Aldrich Mgmt For Withhold
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability. Furthermore, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.
Mgmt For For Elect Director Herbert K. Parker 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.
Mgmt For For Elect Director Joseph F. Puishys 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.
Mgmt For For Elect Director Lloyd E. Johnson 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.
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. 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 For For Ratify Deloitte & Touche LLP as Auditors 4
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
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AppFolio, Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
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 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.
Mgmt For For Ratify PricewaterhouseCoopers LLP as Auditors 2
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
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 Alex Ignatiev 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.
Mgmt For For Ratify Grant Thornton LLP as Auditors 2
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
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.
Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 4
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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 Allocation of Income and Dividends 2
Mgmt For For Approve Discharge of Board 3
Mgmt For For Renew Appointment of Deloitte as Auditor 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 Against For Reelect Christopher Cole as Director 5.1
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 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: Incentive awards to executives should be 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 Policy 7
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
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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: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt Against For Approve Omnibus Stock Plan 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.
Mgmt For For Ratify Ernst & Young LLP as Auditors 3
Aptiv PLC Meeting Date: 04/26/2018 Country: Jersey
Meeting Type: Annual Ticker: APTV
Primary ISIN: JE00B783TY65 Primary SEDOL: B783TY6
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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
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
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.
Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 14
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
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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
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 Ratify Deloitte LLP as Auditors 2
ARATA CORP. Meeting Date: 06/27/2018 Country: Japan
Meeting Type: Annual Ticker: 2733
Primary ISIN: JP3125100002 Primary SEDOL: 6517515
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
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Ono, Yuzo 1.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Furiyoshi, Takahiro 1.5
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Omote, Toshiyuki 1.6
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Kataoka, Haruki 1.7
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt For For Elect Director Aoki, Yoshihisa 1.8
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ARATA CORP. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Elect Director Ishii, Hideo 1.9
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
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
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 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
Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Ratify Deloitte & Touche LLP as Auditors 2
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, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
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ARC Document Solutions, Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Amend Omnibus Stock Plan 4
Voter Rationale: On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control. 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
Mgmt For For Ratify Ernst & Young LLP as Auditors 2
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, 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.
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ArcBest Corporation Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Amend Omnibus Stock Plan 4
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
Annual Meeting Agenda Mgmt
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
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 Share Plan Grant Under the Performance Share Unit Plan
IX
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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
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 Laurie S. Goodman 1b
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
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.
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Arch Capital Group Ltd. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Elect Director John M. Pasquesi 1d
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability. Furthermore, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. Moreover, directors with long board tenures should not serve on committees that require absolute independence. The 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 Against For Advisory Vote to Ratify Named Executive Officers' Compensation
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.
Mgmt For For Ratify PricewaterhouseCoopers LLP as Auditors 3
Voter Rationale: The audit firm has served the company more than 20 years. While specific term limits for auditors is not a consensus best practice, there is value in gaining new perspectives on finances and controls. The board should consider a plan for bringing in a new auditing firm.
Mgmt Against For Approve Omnibus Stock Plan 4
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
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Arch Capital Group Ltd. Proposal Number
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
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Arch Capital Group Ltd. Proposal Number
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
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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
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 For For Elect Director Richard A. Navarre 1f
Mgmt For For Elect Director Scott D. Vogel 1g
Mgmt Against 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, incentive awards to executives should be 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 LLP as Auditors 3
Voter Rationale: The audit firm has served the company more than 20 years. While specific term limits for auditors is not a consensus best practice, there is value in gaining new perspectives on finances and controls. The board should consider a plan for bringing in a new auditing firm.
Archer-Daniels-Midland Company Meeting Date: 05/03/2018 Country: USA
Meeting Type: Annual Ticker: ADM
Primary ISIN: US0394831020 Primary SEDOL: 2047317
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
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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
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 Ratify Ernst & Young 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.
Mgmt For For Advisory Vote to Ratify Named Executive Officers' Compensation
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.
Mgmt For For Approve Qualified Employee Stock Purchase Plan
4
SH For Against Require Independent Board Chairman 5
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.
Archrock Inc. Meeting Date: 04/25/2018 Country: USA
Meeting Type: Annual Ticker: AROC
Primary ISIN: US03957W1062 Primary SEDOL: BYRGSX7
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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
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 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
Mgmt For For Ratify Deloitte & Touche LLP as Auditors 3
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
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.
Mgmt For For Adjourn Meeting 5
Arcland Sakamoto Co. Ltd. Meeting Date: 05/10/2018 Country: Japan
Meeting Type: Annual Ticker: 9842
Primary ISIN: JP3100100001 Primary SEDOL: 6048004
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 15
Mgmt For For
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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
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Hoshino, Hiroyuki 2.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Matsuoka, Minoru 2.5
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Shida, Mitsuaki 2.6
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
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
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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
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.
Mgmt For For Advisory Vote to Ratify Named Executive Officers' Compensation
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.
Mgmt Against For Amend 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.
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
Meeting Type: Annual Ticker: 9948
Primary ISIN: JP3968600001 Primary SEDOL: 6721930
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Arcs Co., Ltd.
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 25
Mgmt For For
Mgmt For For Elect Director Miura, Koichi 2.1
Mgmt Against For Elect Director Fukuhara, Tomoharu 2.2
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt For For Elect Director Yokoyama, Kiyoshi 2.3
Mgmt Against For Elect Director Furukawa, Koichi 2.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Muguruma, Akira 2.5
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Kogarimai, Hideki 2.6
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Fukuhara, Ikuharu 2.7
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Inoue, Koichi 2.8
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Sawada, Tsukasa 2.9
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Nekomiya, Kazuhisa 2.10
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt For For Elect Director Saeki, Hiroshi 2.11
Mgmt For For Elect Director Sasaki, Ryoko 2.12
Mgmt For For Approve Annual Bonus 3
Ardelyx, Inc. Meeting Date: 06/13/2018 Country: USA
Meeting Type: Annual Ticker: ARDX
Primary ISIN: US0396971071 Primary SEDOL: BN89V40
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Ardelyx, Inc.
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director William Bertrand, Jr. 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 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
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 Ratify Ernst & Young LLP as Auditors 2
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
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 Withhold For Elect Director Alan Robert McIlwraith 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. 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.
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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
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 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
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Elect Director 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
Mgmt Against For Amend Omnibus Stock Plan 2
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.
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
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.
Mgmt For For Ratify Grant Thornton LLP as Auditors 4
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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
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 Mural R. Josephson 1b
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt For For Elect Director Dymphna A. Lehane 1c
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt For For Elect Director Gary V. Woods 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.
Mgmt Against 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, incentive awards to executives should be 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
Meeting Type: Annual Ticker: 2815
Primary ISIN: JP3125800007 Primary SEDOL: 6049632
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 46
Mgmt For For
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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
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Shirakawa, Naoki 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 Uchida, Yoshikazu 2.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Matsumoto, Koichi 2.5
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Iwaki, Koji 2.6
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt For For Approve Annual Bonus 3
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
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.
Mgmt For For Elect Director Jayshree Ullal 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.
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Arista Networks, Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
2
Voter Rationale: The company should put in place a procedure which would enable it, should it identify any facts of manipulation of reported indicators or other bad faith actions on the part of any of its executive directors and other key managers which were detrimental to the long-term interests of its shareholders, to ensure that any funds wrongfully obtained in such manner are repaid to it. Furthermore, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Moreover, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.
Mgmt For For Ratify Ernst & Young LLP as Auditors 3
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
Ordinary Business Mgmt
Mgmt For For Approve Financial Statements and Statutory Reports
1
Mgmt For For Approve Consolidated Financial Statements and Statutory Reports
2
Mgmt For For Approve Allocation of Income and Dividends of EUR 2.30 per Share
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.
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Arkema Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Renew Appointment of Ernst and Young Audit as Auditor
10
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 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
Mgmt For For Authorize Repurchase of Up to 10 Percent of Issued Share Capital
14
Mgmt Extraordinary Business
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
Mgmt For For Authorize Capital Issuances for Use in Employee Stock Purchase Plans
22
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Arkema Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Authorize Filing of Required Documents/Other Formalities
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
Mgmt Against 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. 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 Ratify KPMG LLP as Auditors 3
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
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Proponent
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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 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 Ratify BDO USA, LLP as Auditors 2
Arrow Electronics, Inc. Meeting Date: 05/10/2018 Country: USA
Meeting Type: Annual Ticker: ARW
Primary ISIN: US0427351004 Primary SEDOL: 2051404
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
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 Steven H. Gunby 1.3
Mgmt For For Elect Director Gail E. Hamilton 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.
Mgmt For For Elect Director Richard S. Hill 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.
Mgmt Withhold For Elect Director M.F. 'Fran' Keeth 1.6
Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness.
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Arrow Electronics, Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Elect Director Andrew C. Kerin 1.7
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Elect Director Michael J. Long 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. 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 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.
Mgmt For For Ratify Ernst & Young 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.
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, 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
Primary ISIN: US0427441029 Primary SEDOL: 2051374
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Michael B. Clarke 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.
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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
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 Raymond F. O'Conor 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.
Mgmt For For Ratify KPMG 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.
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. 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
Primary ISIN: US3635761097 Primary SEDOL: 2359506
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director Sherry S. Barrat Mgmt For For
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Elect Director William L. Bax 1b
Mgmt For For Elect Director D. John Coldman 1c
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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
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 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
Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Elect Director Ralph J. Nicoletti 1i
Mgmt For For Elect Director Norman L. Rosenthal 1j
Mgmt For For Ratify Ernst & Young 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.
Mgmt For For Advisory Vote to Ratify Named Executive Officers' Compensation
3
Voter Rationale: Significant salary increases should be linked to material changes in the business or in the role and responsibilities of executive directors.
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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
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 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
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 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
Voter Rationale: This director is not sufficiently independent to serve as the independent lead director.
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.
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As One Corp. Meeting Date: 06/28/2018 Country: Japan
Meeting Type: Annual Ticker: 7476
Primary ISIN: JP3131300000 Primary SEDOL: 6480929
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 68
Mgmt For For
Mgmt For For Elect Director Iuchi, Takuji 2.1
Mgmt Against For Elect Director Ono, Mototaka 2.2
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Yamada, Kazuhito 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 Hoshino, Yasuyuki 2.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Fujinaka, Kenichi 2.5
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Kimura, Mitsushige 2.6
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
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
Meeting Type: Annual Ticker: 3333
Primary ISIN: JP3110500000 Primary SEDOL: B01WP21
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 14
Mgmt For For
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Proponent
Proposal Text
Mgmt Rec
Vote Instruction
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 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
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Matsushita, Toru 3.3
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Koga, Toshikatsu 3.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Nishioka, Shiro 3.5
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Omori, Takashi 3.6
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Ibe, Miyoji 3.7
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt For For Elect Director Inada, Masumitsu 3.8
Asahi Diamond Industrial Co. Ltd. Meeting Date: 06/26/2018 Country: Japan
Meeting Type: Annual Ticker: 6140
Primary ISIN: JP3114400009 Primary SEDOL: 6054788
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 5
Mgmt For For
Mgmt For For Elect Director Kataoka, Kazuki 2.1
Mgmt Against For Elect Director Kogawa, Kazuo 2.2
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
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Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Elect Director Okui, Takeo 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 Ran, Minshon 2.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Taniguchi, Kazuaki 2.5
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Suzuki, Toru 2.6
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Hagiwara, Toshimasa 2.7
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
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
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.
Asahi Holdings, Inc. Meeting Date: 06/19/2018 Country: Japan
Meeting Type: Annual Ticker: 5857
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
Mgmt For For Approve Trust-Type Equity Compensation Plan 2
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Asahi Kasei Corp. Meeting Date: 06/27/2018 Country: Japan
Meeting Type: Annual Ticker: 3407
Primary ISIN: JP3111200006 Primary SEDOL: 6054603
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
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.
Asbury Automotive Group, Inc. Meeting Date: 04/18/2018 Country: USA
Meeting Type: Annual Ticker: ABG
Primary ISIN: US0434361046 Primary SEDOL: 2855855
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
Mgmt For For Advisory Vote to Ratify Named Executive Officers' Compensation
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.
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Asbury Automotive Group, Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Ratify Ernst & Young LLP as Auditors 3
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
Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account.
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
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 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
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 Ratify KPMG LLP as Auditors 2
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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.
SH Against None Elect Non-independent Director No. 2 5.5
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.
SH Against None Elect Non-independent Director No. 3 5.6
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.
SH Against None Elect Non-independent Director No. 4 5.7
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.
SH Against None Elect Non-independent Director No. 5 5.8
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.
SH Against None Elect Non-independent Director No. 6 5.9
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.
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Proponent
Proposal Text
Mgmt Rec
Vote Instruction
SH Against None Elect Non-independent Director No. 7 5.10
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.
SH Against None Elect Non-independent Director No. 8 5.11
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.
SH Against None Elect Non-independent Director No. 9 5.12
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.
SH Against None Elect Non-independent Director No. 10 5.13
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.
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
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.
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ASGN Incorporated Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Elect Director Marty R. Kittrell 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.
Mgmt Against 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. 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.
Mgmt For For Ratify Deloitte & Touche LLP as Auditors 3
Voter Rationale: The audit firm has served the company more than 20 years. While specific term limits for auditors is not a consensus best practice, there is value in gaining new perspectives on finances and controls. The board should consider a plan for bringing in a new auditing firm.
Ashford Hospitality Trust, Inc. Meeting Date: 05/15/2018 Country: USA
Meeting Type: Annual Ticker: AHT
Primary ISIN: US0441031095 Primary SEDOL: 2310116
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Monty J. Bennett 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.
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.
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Ashford Hospitality Trust, Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against 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 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.
Mgmt For For Ratify BDO USA, LLP as Auditors 3
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
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 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
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Ashford Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Withhold For Elect Director Brian Wheeler 1.7
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 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 For For Ratify BDO USA, LLP as Auditors 3
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
Meeting Type: Annual Ticker: 4514
Primary ISIN: JP3541200006 Primary SEDOL: 6880820
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 7
Mgmt For For
Mgmt Against For Elect Director Kumano, Ikuo 2
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Approve Bonus Related to Retirement Bonus System Abolition
3
Voter Rationale: There should be disclosure of the total award of retirement bonuses.
Mgmt Against For Approve Equity Compensation Plan 4
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.
ASM International NV Meeting Date: 05/28/2018 Country: Netherlands
Meeting Type: Annual Ticker: ASM
Primary ISIN: NL0000334118 Primary SEDOL: 5165294
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ASM International NV
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Annual Meeting Agenda Mgmt
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
Mgmt Discussion on Company's Corporate Governance Structure
4
Mgmt For For Adopt Financial Statements and Statutory Reports
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 For For Ratify KPMG as Auditors 12
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
Voter Rationale: Any increase in capital of greater than 10% without pre-emption rights should be undertaken in exceptional circumstances only and fully justified by the company.
Mgmt Against For Authorize Board to Exclude Preemptive Rights from Share Issuances
13b
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 For For Authorize Repurchase of Up to 10 Percent of Issued Share Capital
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
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ASM International NV Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Amend Articles of Association 17
Mgmt Other Business (Non-Voting) 18
Mgmt Close Meeting 19
ASM Pacific Technology Ltd. Meeting Date: 05/08/2018 Country: Cayman Islands
Meeting Type: Annual Ticker: 522
Primary ISIN: KYG0535Q1331 Primary SEDOL: 6002453
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 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
Annual Meeting Agenda Mgmt
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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
Mgmt Discussion on Company's Corporate Governance Structure
3
Mgmt Discuss Remuneration Policy for Management Board
4.a
Mgmt For For Adopt Financial Statements and Statutory Reports
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
Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance.
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 Ratify KPMG as Auditors 9
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
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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
Mgmt Other Business (Non-Voting) 13
Mgmt Close Meeting 14
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
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 Gary Gregg 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.
Mgmt For For Elect Director Bret Pearlman 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.
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.
Mgmt For For Approve KPMG LLP as Auditors and Authorize Board to Fix Their Remuneration
3
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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 Approve Agenda of Meeting 4
Mgmt For For Designate Inspector(s) of Minutes of Meeting 5
Mgmt For For Acknowledge Proper Convening of Meeting 6
Mgmt Receive President's Report 7
Mgmt Receive Financial Statements and Statutory Reports
8a
Mgmt Receive Auditor's Report on Application of Guidelines for Remuneration for Executive Management
8b
Mgmt Receive Board's Proposal on Distribution of Profits
8c
Mgmt For For Accept Financial Statements and Statutory Reports
9a
Voter Rationale: Companies should develop and disclose a policy aimed at encouraging greater diversity, including gender, at the board and executive management levels, and throughout the organisation.
Mgmt For For Approve Allocation of Income and 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
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.
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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
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 For For Ratify PricewaterhouseCoopers as Auditors 12b
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 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
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 Authorize Class B Share Repurchase Program and Reissuance of Repurchased Shares
15
Mgmt Against For Approve Performance Share Matching Plan LTI 2018
16
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 Close Meeting 17
Associated Banc-Corp Meeting Date: 04/24/2018 Country: USA
Meeting Type: Annual Ticker: ASB
Primary ISIN: US0454871056 Primary SEDOL: 2055718
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
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Vote Instruction
Mgmt For For Elect Director Judith P. Greffin 1.5
Mgmt For For Elect Director William R. Hutchinson 1.6
Voter Rationale: The board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.
Mgmt For For Elect Director 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
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 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
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 John 'Jay' B. Williams 1.13
Mgmt Against 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, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. Moreover, a larger percentage of the equity awards should be tied to performance conditions. At least 50% is a minimum good practice.
Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 3
Mgmt For For Ratify KPMG LLP as Auditors 4
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.
Assurant, Inc. Meeting Date: 05/10/2018 Country: USA
Meeting Type: Annual Ticker: AIZ
Primary ISIN: US04621X1081 Primary SEDOL: 2331430
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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
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 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
Mgmt For For Ratify PricewaterhouseCoopers LLP as Auditors 2
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
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
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Proponent
Proposal Text
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Vote Instruction
Mgmt Against For Elect Director G. Lawrence Buhl 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.
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
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 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
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
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.
Mgmt For For Approve PricewaterhouseCoopers LLP as Auditors and Authorize Board to Fix Their Remuneration
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
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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
Primary ISIN: US0462241011 Primary SEDOL: 2060370
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
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 James B. Baker 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 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 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.
Mgmt For For Ratify KPMG LLP as Auditors 3
Astellas Pharma Inc. Meeting Date: 06/15/2018 Country: Japan
Meeting Type: Annual Ticker: 4503
Primary ISIN: JP3942400007 Primary SEDOL: 6985383
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Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, With a Final Dividend of JPY 18
Mgmt For For
Mgmt For For 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
Mgmt For For Approve Compensation Ceiling for Directors Who Are Not Audit Committee Members
6
Mgmt For For Approve Compensation Ceiling for Directors Who Are Audit Committee Members
7
Mgmt For For Approve Trust-Type Equity Compensation Plan 8
Mgmt For For Approve Annual Bonus 9
AstraZeneca plc Meeting Date: 05/18/2018 Country: United Kingdom
Meeting Type: Annual Ticker: AZN
Primary ISIN: GB0009895292 Primary SEDOL: 0989529
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AstraZeneca plc
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Accept Financial Statements and Statutory Reports
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 Remuneration Report 6
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
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Astronics Corporation Meeting Date: 05/31/2018 Country: USA
Meeting Type: Annual Ticker: ATRO
Primary ISIN: US0464331083 Primary SEDOL: 2060518
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
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Elect Director 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
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.
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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
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Ratify Ernst & Young 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.
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
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 J. Randall Waterfield 1.6
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.
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Asure Software, Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Ratify Marcum LLP as Auditors 2
Mgmt Against For Approve 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. 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
Primary ISIN: US00206R1023 Primary SEDOL: 2831811
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Randall L. Stephenson Mgmt For For
Voter Rationale: The roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability.
Mgmt For For Elect Director 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
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 Matthew K. Rose 1.10
Mgmt For For Elect Director Cynthia B. Taylor 1.11
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Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Elect Director Laura D'Andrea Tyson 1.12
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 Geoffrey Y. Yang 1.13
Mgmt For For Ratify Ernst & Young LLP as Auditors 2
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
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 For For Amend Stock Purchase and Deferral Plan 4
Mgmt Against For Approve Omnibus Stock Plan 5
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 Report on Lobbying Payments and Policy 6
Voter Rationale: Comprehensive, aggregate disclosure on political spending is best practice. Disclosure should include all state and local donations including support for 527 organizations and ballot initiatives. In addition, the company should identify key relationships with trade associations that engage in lobbying on the corporation's behalf, as well as describe its policies and processes for giving. We ask that the board provide ultimate oversight for political donations.
SH For Against 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.
SH For Against Require Independent Board Chairman 8
Voter Rationale: Appointing a fully independent chairman creates a balance of power that is more conducive to long-term performance. A board headed by management cannot reasonably provide the best oversight and evaluation of management's performance.
SH Against Against Provide Right to Act by Written Consent 9
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
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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
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 Robert Borden 1.3
Mgmt Against For Elect Director H. Carl McCall 1.4
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 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
Mgmt For For Elect Subsidiary Director Frank L. Gillis 3.2
Mgmt For For Elect Subsidiary Director William J. Wheeler 3.3
Mgmt For For Elect Subsidiary Director Natasha Scotland Courcy
4.1
Mgmt For For Elect Subsidiary Director Frank L. Gillis 4.2
Mgmt For For Elect Subsidiary Director William J. Wheeler 4.3
Mgmt For For Elect Subsidiary Director Natasha Scotland Courcy
5.1
Mgmt For For Elect Subsidiary Director William J. Wheeler 5.2
Mgmt For For Ratify PricewaterhouseCoopers LLP as Auditors 6
Mgmt For For Authorize Board to Fix Remuneration of the Auditors
7
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Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Approve Remuneration Report 8
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
Ordinary Business Mgmt
Mgmt For For Approve Financial Statements, Statutory Reports, and Allocation of Income
1
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 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
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Proponent
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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
Mgmt Against For Approve Remuneration Policy 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, 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
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Proponent
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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
Mgmt For For Ratify Ernst & Young LLP as Auditors 2
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
Voter Rationale: The board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.
Mgmt For For Elect Director 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
Mgmt For For Ratify PricewaterhouseCoopers LLP as Auditors 2
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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, 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.
Mgmt Against For Approve Omnibus Stock Plan 4
Voter Rationale: On early termination, all share-based awards should be time pro-rated and tested for performance, including in the event of a change of control. Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time. In addition, share options should not be granted to non-executive directors as this may compromise their independence and ability to hold management accountable.
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
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 Jordan M. Kupinsky 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 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
Mgmt For For Ratify BDO USA, LLP as Auditors 2
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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
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 Against For Elect Director Charles J. Roesslein 1h
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 Ratify PricewaterhouseCoopers LLP as Auditors 2
Atom Corp Meeting Date: 06/14/2018 Country: Japan
Meeting Type: Annual Ticker: 7412
Primary ISIN: JP3121900009 Primary SEDOL: 6012106
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
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
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Proponent
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Mgmt Against For Elect Director Saito, Noriyuki 1.3
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Ozawa, Toshiharu 1.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director and Audit Committee Member Ota, Kazuyoshi
2.1
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
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
Primary ISIN: FR0000051732 Primary SEDOL: 5654781
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Ordinary Business Mgmt
Mgmt For For Approve Financial Statements and Statutory Reports
1
Mgmt For For Approve Consolidated Financial Statements and Statutory Reports
2
Mgmt For For Approve Allocation of Income and Dividends of EUR 1.70 per Share
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.
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Proponent
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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.
Mgmt For For Authorize Repurchase of Up to 10 Percent of Issued Share Capital
12
Mgmt Extraordinary Business
Mgmt For For Authorize Decrease in Share Capital via Cancellation of Repurchased Shares
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
Mgmt For For Authorize Capital Issuances for Use in Employee Stock Purchase Plans
20
Mgmt Against For Authorize up to 0.9 Percent of Issued Capital for Use in Restricted Stock Plans
21
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 For For Amend Article 27 of Bylaws to Comply with Legal Changes Re: Auditors
22
Mgmt For For Authorize Filing of Required Documents/Other Formalities
23
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Atrion Corporation Meeting Date: 05/22/2018 Country: USA
Meeting Type: Annual Ticker: ATRI
Primary ISIN: US0499041053 Primary SEDOL: 2012735
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director Preston G. Athey 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 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.
Mgmt For For Ratify Grant Thornton LLP as Auditors 2
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. 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.
Autobacs Seven Co. Ltd. Meeting Date: 06/21/2018 Country: Japan
Meeting Type: Annual Ticker: 9832
Primary ISIN: JP3172500005 Primary SEDOL: 6068422
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, With a Final Dividend of JPY 30
Mgmt For For
Mgmt Against For Elect Director Kobayashi, Kiomi 2.1
Voter Rationale: Top management is responsible for the company's unfavourable ROE performance.
Mgmt For For Elect Director Matsumura, Teruyuki 2.2
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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
Primary ISIN: US0527691069 Primary SEDOL: 2065159
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
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 Stacy J. Smith 1h
Mgmt For For Ratify Ernst & Young 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.
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Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Advisory Vote to Ratify Named Executive Officers' Compensation
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.
Autoliv, Inc. Meeting Date: 05/08/2018 Country: USA
Meeting Type: Annual Ticker: ALV
Primary ISIN: US0528001094 Primary SEDOL: 2064253
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
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Elect Director David E. Kepler 1.5
Mgmt For For Elect Director Franz-Josef Kortum 1.6
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Elect Director Xiaozhi Liu 1.7
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 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
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Proponent
Proposal Text
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Vote Instruction
Mgmt For For Elect Director Thaddeus J. "Ted" Senko 1.10
Mgmt For For Elect Director Wolfgang Ziebart 1.11
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
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
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.
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
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 Against For Elect Director Rick L. Burdick 1.2
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.
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
Mgmt For For Ratify KPMG LLP as Auditors 2
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Proponent
Proposal Text
Mgmt Rec
Vote Instruction
SH For Against Require Independent Board Chairman 3
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.
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
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 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
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 Ratify Deloitte and Touche LLP as Auditors 2
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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, 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
Primary ISIN: US0534841012 Primary SEDOL: 2131179
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director Glyn F. Aeppel 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 Against For Elect Director Terry S. Brown 1b
Voter Rationale: Changes in company bylaws or articles of incorporation should not erode shareholders' rights and should be subject to shareholder approval.
Mgmt For For Elect Director Alan B. Buckelew 1c
Mgmt Against For Elect Director Ronald L. Havner, Jr. 1d
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 Stephen P. Hills 1e
Mgmt Against For Elect Director Richard J. Lieb 1f
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 Timothy J. Naughton 1g
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.
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AvalonBay Communities, Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Elect Director Peter S. Rummell 1h
Voter Rationale: 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 H. Jay Sarles 1i
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 Susan Swanezy 1j
Mgmt Against For Elect Director W. Edward Walter 1k
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 Ratify Ernst & Young as Auditors 2
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
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
Primary ISIN: US0536111091 Primary SEDOL: 2066408
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director Bradley A. Alford Mgmt For For
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Elect Director Anthony K. Anderson 1b
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt 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
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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
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 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
Mgmt Against 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 remuneration committee should not allow vesting of incentive awards for below median performance. Moreover, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt For For Ratify PricewaterhouseCoopers LLP as Auditors 3
Voter Rationale: The audit firm has served the company more than 20 years. While specific term limits for auditors is not a consensus best practice, there is value in gaining new perspectives on finances and controls. The board should consider a plan for bringing in a new auditing firm.
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Avex Inc. Meeting Date: 06/22/2018 Country: Japan
Meeting Type: Annual Ticker: 7860
Primary ISIN: JP3160950006 Primary SEDOL: 6129073
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 25
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
Primary ISIN: US05367P1003 Primary SEDOL: 2065870
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
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.
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Avid Technology, Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Elect Director Peter M. Westley 1c
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt For For Ratify BDO USA, LLP as Auditors 2
Mgmt Against For Amend Omnibus Stock Plan 3
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.
Mgmt For For Amend Qualified Employee Stock Purchase Plan 4
Mgmt For For Advisory Vote to Ratify Named Executive Officers' Compensation
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
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.
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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
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 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
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 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
Mgmt For For Ratify Deloitte & Touche 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.
Mgmt For For Advisory Vote to Ratify Named Executive Officers' Compensation
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
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Avista Corporation Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.
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
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Elect Director Rebecca A. Klein 1d
Mgmt For For Elect Director Scott H. Maw 1e
Mgmt For For Elect Director Scott L. Morris 1f
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 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
Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Moreover, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Elect Director Dennis P. Vermillion 1j
Mgmt For For Elect Director Janet D. Widmann 1k
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Ratify Deloitte & Touche 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.
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Avista Corporation Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
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
1 Accept Financial Statements and Statutory Reports
Mgmt For For
Mgmt For For Approve Remuneration Report 2
Mgmt For For Approve Remuneration Policy 3
Mgmt For For Approve Final Dividend 4
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
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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
Primary ISIN: US0543031027 Primary SEDOL: 2066721
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.
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Avon Products, Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Elect Director Nancy Killefer 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.
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.
Mgmt For For Advisory Vote to Ratify Named Executive Officers' Compensation
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.
Mgmt For For Ratify PricewaterhouseCoopers LLP as Auditors 3
Awa Bank Ltd. Meeting Date: 06/26/2018 Country: Japan
Meeting Type: Annual Ticker: 8388
Primary ISIN: JP3126800006 Primary SEDOL: 6068961
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
Voter Rationale: Top management is responsible for the company's unfavourable ROE performance.
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Awa Bank Ltd. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Elect Director Nagaoka, Susumu 4.2
Voter Rationale: Top management is responsible for the company's unfavourable ROE performance.
Mgmt Against For Elect Director Onishi, Yasuo 4.3
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Fukunaga, Takehisa 4.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Miyoshi, Toshiyuki 4.5
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Yamato, Shiro 4.6
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Miura, Atsunori 4.7
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director and Audit Committee Member Kaide, Takao
5.1
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director and Audit Committee Member Komatsu, Yasuhiro
5.2
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
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
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 Araki, Kojiro
5.5
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 Fujii, Hiroshi
5.6
Mgmt For For Elect Director and Audit Committee Member Noda, Seiko
5.7
Mgmt For For Approve Compensation Ceiling for Directors Who Are Not Audit Committee Members
6
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Awa Bank Ltd. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Approve Compensation Ceiling for Directors Who Are Audit Committee Members
7
Mgmt Against For Approve Director and Statutory Auditor Retirement Bonus
8
Voter Rationale: There should be disclosure of the total award of retirement bonuses.
Mgmt Against For Approve Bonus Related to Retirement Bonus System Abolition
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.
Mgmt For For Approve Trust-Type Equity Compensation Plan 10
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
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 Richard P. Moberg 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.
Mgmt For For Elect Director Kevin T. Russell 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.
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
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.
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Axa Meeting Date: 04/25/2018 Country: France
Meeting Type: Annual/Special Ticker: CS
Primary ISIN: FR0000120628 Primary SEDOL: 7088429
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Ordinary Business Mgmt
Mgmt For For Approve Financial Statements and Statutory Reports
1
Mgmt For For Approve Consolidated Financial Statements and Statutory Reports
2
Mgmt For For Approve Allocation of Income and Dividends of EUR 1.26 per Share
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
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Axa Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Renew Appointment of PricewaterhouseCoopers Audit as Auditor
15
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 Appoint Patrice Morot as Alternate Auditor 16
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 Remuneration of Directors in the Aggregate Amount of EUR 1.9 Million
17
Mgmt For For Authorize Repurchase of Up to 10 Percent of Issued Share Capital
18
Mgmt Extraordinary Business
Mgmt For For Authorize Capital Issuances for Use in Employee Stock Purchase Plans
19
Mgmt For For Authorize Capital Issuances for Use in Employee Stock Purchase Plans Reserved for Employees of International Subsidiaries
20
Mgmt For For Authorize Decrease in Share Capital via Cancellation of Repurchased Shares
21
Mgmt For For Amend Article 10 of Bylaws Re: Employee Representatives
22
Mgmt For For Authorize Filing of Required Documents/Other Formalities
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 Declassify the Board of Directors 2
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 Amend Bylaws 3
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Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Approve PricewaterhouseCoopers LLP as Auditors and Authorize Board to Fix Their Remuneration
4
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
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.
Mgmt Against For Amend Omnibus Stock Plan 6
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
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The audit committee should be fully independent and this director's membership could hamper the committee's impartiality and effectiveness. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness.
Mgmt For For Elect Director 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
Mgmt For For Ratify Ernst & Young LLP as Auditors 2
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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. 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
Meeting Type: Annual Ticker: 8255
Primary ISIN: JP3772400002 Primary SEDOL: 6408976
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 50
Mgmt For For
Mgmt For For Elect Director Hara, Kazuhiko 2.1
Mgmt Against For Elect Director Ueki, Takeyuki 2.2
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Igarashi, Yasuo 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 Yamagishi, Bungo 2.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Moriyama, Hitoshi 2.5
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Maruyama, Mitsuyuki 2.6
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Kabe, Toshio 2.7
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Nakagawa, Manabu 2.8
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
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Axial Retailing Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Elect Director Hayakawa, Hitoshi 2.9
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
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
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 Against For Appoint Statutory Auditor Iwasaki, Ryoji 3.2
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 Against For Appoint Statutory Auditor Saito, Yoshihito 3.3
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
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
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 Withhold For Elect Director Charles A. Davis 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.
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
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.
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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
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 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.
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
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.
Mgmt For For Ratify Grant Thornton LLP as Auditors 4
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Axon Enterprise, Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Approve Omnibus Stock Plan 5
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.
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
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
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Azbil Corp. Meeting Date: 06/26/2018 Country: Japan
Meeting Type: Annual Ticker: 6845
Primary ISIN: JP3937200008 Primary SEDOL: 6985543
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 41
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
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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
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 Against For Elect Director Stephen C. Sherrill 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, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.
Mgmt Against For Elect Director David L. Wenner 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.
Mgmt Against 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. 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.
Mgmt For For Ratify KPMG LLP as Auditors 3
Voter Rationale: The audit firm has served the company more than 20 years. While specific term limits for auditors is not a consensus best practice, there is value in gaining new perspectives on finances and controls. The board should consider a plan for bringing in a new auditing firm.
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
Voter Rationale: The decision to declassify the board is laudable. The annual election of directors provides greater board accountability to shareholders and is appreciated.
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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 For For Eliminate Supermajority Vote Requirement 4
Voter Rationale: Board efforts to reduce supermajority provisions are appreciated, as they create artificial barriers for shareholders. Majority voting should be sufficient to change policies.
Mgmt Against For Ratify Deloitte & Touche LLP as Auditors 5
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
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.
Mgmt Against For Amend Omnibus Stock Plan 7
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
Primary ISIN: US0565251081 Primary SEDOL: 2069128
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Todd A. Adams 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.
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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
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 For For Elect Director Richard A. Meeusen 1.5
Voter Rationale: The roles of Chairman and CEO are substantially different and generally should be separated. Separation of roles is important for securing a proper balance between executives and outside shareholders and preserving accountability.
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.
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
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.
Mgmt For For Ratify Ernst & Young LLP as Auditors 3
Voter Rationale: The audit firm has served the company more than 20 years. While specific term limits for auditors is not a consensus best practice, there is value in gaining new perspectives on finances and controls. The board should consider a plan for bringing in a new auditing firm.
Baker Hughes, a GE company Meeting Date: 05/11/2018 Country: USA
Meeting Type: Annual Ticker: BHGE
Primary ISIN: US05722G1004 Primary SEDOL: BDHLTQ5
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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
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 Against For Advisory Vote to Ratify Named Executive Officers' Compensation
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
Mgmt For For Ratify KPMG LLP as Auditors 4
Balchem Corporation Meeting Date: 06/20/2018 Country: USA
Meeting Type: Annual Ticker: BCPC
Primary ISIN: US0576652004 Primary SEDOL: 2072074
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Balchem Corporation
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Paul D. Coombs Mgmt For For
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability. Furthermore, the lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Elect Director Daniel E. Knutson 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.
Mgmt For For Ratify RSM US LLP as Auditors 2
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
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
Primary ISIN: US0584981064 Primary SEDOL: 2073022
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Robert W. Alspaugh 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 Michael J. Cave 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.
Mgmt For For Elect Director Pedro Henrique Mariani 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.
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Ball Corporation Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
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.
Mgmt Against For 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, 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
Mgmt For For Ratify KPMG LLP as Auditors 2
Mgmt Against For Approve Omnibus Stock Plan 3
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
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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
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Elect Director Dave R. Lopez 1.9
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Elect Director W. Scott Martin 1.10
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 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.
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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
Voter Rationale: The board should appoint a Lead Independent Director to establish appropriate checks and balances on the Board, support the Chairman, ensure orderly succession process for the Chairman, and act as a point of contact for shareholders, non-executive directors and senior executives where normal channels of communication through the board Chairman are considered inappropriate.
Mgmt Withhold For Elect Director H.E. Rainbolt 1.14
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 Michael S. Samis 1.15
Mgmt For For Elect Director Darryl Schmidt 1.16
Mgmt For For Elect Director Natalie Shirley 1.17
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Elect Director Robin Smith 1.18
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Elect Director Michael K. Wallace 1.19
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Elect Director Gregory G. Wedel 1.20
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 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
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Banco Santander Chile
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Meeting for ADR Holders Mgmt
Mgmt For For Approve Consolidated Financial Statements and Statutory Reports
1
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 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
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 For For Approve Remuneration of Directors 4
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
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.
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Bancorpsouth Bank Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Elect Director Keith J. Jackson 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 Withhold For Elect Director Larry G. Kirk 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. 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 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
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
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.
Mgmt For For Ratify KPMG LLP as Auditors 3
Voter Rationale: The audit firm has served the company more than 20 years. While specific term limits for auditors is not a consensus best practice, there is value in gaining new perspectives on finances and controls. The board should consider a plan for bringing in a new auditing firm.
BANDAI NAMCO Holdings Inc. Meeting Date: 06/18/2018 Country: Japan
Meeting Type: Annual Ticker: 7832
Primary ISIN: JP3778630008 Primary SEDOL: B0JDQD4
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BANDAI NAMCO Holdings Inc.
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 111
Mgmt For For
Mgmt For For Elect Director Taguchi, Mitsuaki 2.1
Mgmt Against For Elect Director Otsu, Shuji 2.2
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Asako, Yuji 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 Kawaguchi, Masaru 2.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Oshita, Satoshi 2.5
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Hagiwara, Hitoshi 2.6
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Kawashiro, Kazumi 2.7
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Miyakawa, Yasuo 2.8
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
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
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Bando Chemical Industries Ltd. Meeting Date: 06/21/2018 Country: Japan
Meeting Type: Annual Ticker: 5195
Primary ISIN: JP3779000003 Primary SEDOL: 6075068
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 15
Mgmt For For
Mgmt For For Elect Director Yoshii, Mitsutaka 2.1
Mgmt Against For Elect Director Kashiwada, Shinji 2.2
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Someda, Atsushi 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 Hata, Katsuhiko 2.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director and Audit Committee Member Matsusaka, Takahiro
3.1
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.The audit committee should be majority independent and companies should strive to make them fully independent.
Mgmt Against For Elect Director and Audit Committee Member Shigematsu, Takashi
3.2
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.The audit committee should be majority independent and companies should strive to make them fully independent.
Mgmt 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
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.
Bank of America Corporation Meeting Date: 04/25/2018 Country: USA
Meeting Type: Annual Ticker: BAC
Primary ISIN: US0605051046 Primary SEDOL: 2295677
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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
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 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
Mgmt For For Advisory Vote to Ratify Named Executive Officers' Compensation
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.
Mgmt For For Ratify PricewaterhouseCoopers LLP as Auditors 3
Voter Rationale: The audit firm has served the company more than 20 years. While specific term limits for auditors is not a consensus best practice, there is value in gaining new perspectives on finances and controls. The board should consider a plan for bringing in a new auditing firm.
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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
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 Ratify Moss Adams LLP as Auditors 2
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
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.
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Bank of Hawaii Corporation Meeting Date: 04/27/2018 Country: USA
Meeting Type: Annual Ticker: BOH
Primary ISIN: US0625401098 Primary SEDOL: 2074070
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
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 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
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 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.
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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
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Elect Director Victor K. Nichols 1.9
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 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
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 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.
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
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.
Mgmt For For Ratify Ernst & Young LLP as Auditors 3
Voter Rationale: The audit firm has served the company more than 20 years. While specific term limits for auditors is not a consensus best practice, there is value in gaining new perspectives on finances and controls. The board should consider a plan for bringing in a new auditing firm.
Bank of Iwate Ltd. Meeting Date: 06/22/2018 Country: Japan
Meeting Type: Annual Ticker: 8345
Primary ISIN: JP3152400002 Primary SEDOL: 6468022
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Bank of Iwate Ltd.
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 35
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
Voter Rationale: Top management is responsible for the company's unfavourable ROE performance.
Mgmt Against For Elect Director Taguchi, Sachio 3.2
Voter Rationale: Top management is responsible for the company's unfavourable ROE performance.
Mgmt Against For Elect Director Miura, Shigeki 3.3
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Kikuchi, Mikio 3.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Takahashi, Hiroaki 3.5
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Sato, Motomu 3.6
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Sasaki, Yasushi 3.7
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Miura, Hiroshi 3.8
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Takahashi, Atsushi 3.9
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Ube, Fumio 3.10
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director and Audit Committee Member Chiba, Yuji
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.
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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
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 Yoshida, Mizuhiko
4.3
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 Sugawara, Etsuko
4.4
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 Approve Compensation Ceiling for Directors Who Are Not Audit Committee Members
5
Mgmt For For Approve Compensation Ceiling for Directors Who Are Audit Committee Members
6
Mgmt Against For Approve Deep Discount Stock Option Plan 7
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.
Bank of Kyoto Ltd. Meeting Date: 06/28/2018 Country: Japan
Meeting Type: Annual Ticker: 8369
Primary ISIN: JP3251200006 Primary SEDOL: 6075756
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 30
Mgmt For For
Mgmt Against For Elect Director Takasaki, Hideo 2.1
Voter Rationale: Top management is responsible for the company's unfavourable ROE performance.
Mgmt Against For Elect Director Doi, Nobuhiro 2.2
Voter Rationale: Top management is responsible for the company's unfavourable ROE performance.
Mgmt Against For Elect Director Naka, Masahiko 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 Hitomi, Hiroshi 2.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
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Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Elect Director Anami, Masaya 2.5
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Iwahashi, Toshiro 2.6
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Kashihara, Yasuo 2.7
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Yasui, Mikiya 2.8
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Hata, Hiroyuki 2.9
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Koishihara, Norikazu 2.10
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
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
Primary ISIN: US0634251021 Primary SEDOL: 2647375
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
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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
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
2
Mgmt For For Approve Qualified Employee Stock Purchase Plan
3
Mgmt Against For Amend Omnibus Stock Plan 4
Mgmt For For Ratify Moss Adams LLP as Auditors 5
Bank of Nagoya Ltd. Meeting Date: 06/22/2018 Country: Japan
Meeting Type: Annual Ticker: 8522
Primary ISIN: JP3648800005 Primary SEDOL: 6620093
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 35
Mgmt For For
Mgmt Against For Elect Director Kato, Kazumaro 2.1
Voter Rationale: Top management is responsible for the company's unfavourable ROE performance.
Mgmt Against For Elect Director Fujiwara, Ichiro 2.2
Voter Rationale: Top management is responsible for the company's unfavourable ROE performance.
Mgmt Against For Elect Director Yamamoto, Yasuhisa 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 Yokota, Shinichi 2.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Ukai, Shogo 2.5
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Iyoda, Itaru 2.6
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
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Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Elect Director Imaoka, Kiyoshi 2.7
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Hattori, Satoru 2.8
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Suzuki, Kenji 2.9
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Saeki, Toshi 2.10
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Matsubara, Takehisa 2.11
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Appoint Statutory Auditor Sugita, Naoto 3
Voter Rationale: The Kansayaku statutory auditor board should be majority independent and work closely with the independent directors to ensure a robust system of oversight and internal control.
Bank of Okinawa Ltd. Meeting Date: 06/22/2018 Country: Japan
Meeting Type: Annual Ticker: 8397
Primary ISIN: JP3194600007 Primary SEDOL: 6657983
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, With a Final Dividend of JPY 35
Mgmt For For
Mgmt Against For Elect Director Tamaki, Yoshiaki 2.1
Voter Rationale: Top management is responsible for the company's unfavourable ROE performance.
Mgmt Against For Elect Director Yamashiro, Masayasu 2.2
Voter Rationale: Top management is responsible for the company's unfavourable ROE performance.
Mgmt Against For Elect Director Hokumori, Chotetsu 2.3
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
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Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Elect Director Kinjo, Yoshiteru 2.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Yamashiro, Tatsuhiko 2.5
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Iha, Kazuya 2.6
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Takara, Shigeru 2.7
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
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
Mgmt For For Approve Annual Bonus 4
Mgmt For For Approve Trust-Type Equity Compensation Plan 5
Bank of Saga Ltd. Meeting Date: 06/28/2018 Country: Japan
Meeting Type: Annual Ticker: 8395
Primary ISIN: JP3315200000 Primary SEDOL: 6076447
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 35
Mgmt For For
Mgmt Against For Elect Director Tominaga, Kingo 2.1
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Tsutsumi, Kazuyuki 2.2
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
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Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Elect Director Unoike, Toru 2.3
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt For For Appoint Statutory Auditor Tanaka, Toshiaki 3
Bank of The Ryukyus Ltd. Meeting Date: 06/27/2018 Country: Japan
Meeting Type: Annual Ticker: 8399
Primary ISIN: JP3975000005 Primary SEDOL: 6076351
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1 Approve Allocation of Income, with a Final Dividend of JPY 24.5
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
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Fukuhara, Keishi 2.4
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Tokashiki, Yasushi 2.5
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Shiroma, Yasushi 2.6
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Takehara, Toshiki 2.7
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Iguchi, Kaoru 2.8
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
Mgmt Against For Elect Director Shimoji, Yoshiro 2.9
Voter Rationale: The board should establish one-third board independence to ensure appropriate balance of independence and objectivity.
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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 For For Approve Agenda of Meeting 5
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
Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account.
Mgmt For For Approve Management Board Report on Group's Operations
12.3
Mgmt For For Approve Consolidated Financial Statements 12.4
Voter Rationale: Shareholders should have the right to elect directors annually in order to hold them to account.
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
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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
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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 For For Approve Remuneration Policy 14
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
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.
SH Against None Amend Statute 18
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.
Mgmt Management Proposal
Mgmt Close Meeting 19
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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
Mgmt For For Ratify KPMG LLP as Auditors 2
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
3
Mgmt One Year One Year Advisory Vote on Say on Pay Frequency 4
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
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.
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Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Elect Director John R. Layman 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.
Mgmt For For Elect Director David I. Matson 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.
Mgmt For For Elect Director Kevin F. Riordan 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.
Mgmt For For Elect Director Terry Schwakopf 1.5
Voter Rationale: Directors are elected in classes rather than annually, but shareholders should have the opportunity to communicate with directors regularly on their performance. The board should take immediate steps to declassify itself, thereby enhancing accountability.
Mgmt Against For Elect Director Gordon E. Budke 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. 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 Against For Advisory Vote to Ratify Named Executive Officers' Compensation
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.
Mgmt Against For Approve Omnibus Stock Plan 3
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.
Mgmt For For Ratify Moss Adams LLP as Auditors 4
Bar Harbor Bankshares Meeting Date: 05/15/2018 Country: USA
Meeting Type: Annual Ticker: BHB
Primary ISIN: US0668491006 Primary SEDOL: 2618111
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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
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.
Mgmt Withhold For Elect Director 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
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.
Mgmt For For Elect Director Stephen R. Theroux 1.11
Mgmt Withhold For Elect Director Scott G. Toothaker 1.12
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.
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Bar Harbor Bankshares Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Withhold For Elect Director David B. Woodside 1.13
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. Also, boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment.
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
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
Mgmt For For Approve Qualified Employee Stock Purchase Plan
4
Mgmt For For Ratify RSM US LLP as Auditors 5
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
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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 For For Approve Remuneration Policy 1
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
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Barnes Group Inc. Meeting Date: 05/04/2018 Country: USA
Meeting Type: Annual Ticker: B
Primary ISIN: US0678061096 Primary SEDOL: 2080732
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
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 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
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 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
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
2
Voter Rationale: The remuneration committee should not allow vesting of incentive awards for below median performance.
Mgmt For For Ratify PricewaterhouseCoopers LLP as Auditors 3
Voter Rationale: The audit firm has served the company more than 20 years. While specific term limits for auditors is not a consensus best practice, there is value in gaining new perspectives on finances and controls. The board should consider a plan for bringing in a new auditing firm.
Barrett Business Services, Inc. Meeting Date: 05/30/2018 Country: USA
Meeting Type: Annual Ticker: BBSI
Primary ISIN: US0684631080 Primary SEDOL: 2082675
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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
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 Thomas B. Cusick 1.4
Mgmt Against For Elect Director Jon L. Justesen 1.5
Voter Rationale: Directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. 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 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
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. 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.
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Barrett Business Services, Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Ratify Deloitte & Touche LLP as Auditors 4
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
1 Receive Financial Statements and Statutory Reports for Fiscal 2017 (Non-Voting)
Mgmt
Mgmt For For Approve Allocation of Income and Dividends of EUR 3.10 per Share
2
Mgmt For For Approve Discharge of Supervisory Board for Fiscal 2017
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.
Mgmt For For Approve Discharge of Management Board for Fiscal 2017
4
Mgmt For For Ratify KPMG AG as Auditors for Fiscal 2018 5
Voter Rationale: Companies that have had the same auditor for a period of over 10 years should consider a plan or tender process for bringing in a new auditing firm.
Mgmt 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
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Basic Energy Services, 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.
Mgmt For For Elect Director John Jackson 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.
Mgmt Against 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. In addition, incentive awards to executives should be clearly disclosed and include robust and stretching performance targets to reward strong performance and drive shareholder value over a sufficiently long period of time.
Mgmt For For Ratify KPMG LLP as Auditors 3
Baxter International Inc. Meeting Date: 05/08/2018 Country: USA
Meeting Type: Annual Ticker: BAX
Primary ISIN: US0718131099 Primary SEDOL: 2085102
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1a Elect Director Jose (Joe) E. Almeida 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 For For Elect Director Thomas F. Chen 1b
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt Against For Elect Director John D. Forsyth 1c
Voter Rationale: Boards where more than 33% of directors have served for more than 12 years lack balance. The nominating committee should take action to ensure an appropriately fresh board and reduce the proportion of long standing directors to reduce the risk of entrenchment. In addition, directors with long board tenures should not serve on committees that require absolute independence. The compensation committee should be independent and this director's membership could hamper the committee's impartiality and effectiveness. The nomination committee should be majority independent and this director's membership could hamper the committee's impartiality and effectiveness. 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.
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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
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 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.
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Baxter International Inc. Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
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.
Mgmt For For Ratify PricewaterhouseCoopers LLP as Auditors 3
Voter Rationale: The audit firm has served the company more than 20 years. While specific term limits for auditors is not a consensus best practice, there is value in gaining new perspectives on finances and controls. The board should consider a plan for bringing in a new auditing firm.
SH For Against 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.
SH Against Against Provide Right to Act by Written Consent 5
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
Mgmt For For Approve Discharge of Management Board for Fiscal 2017
2
Mgmt For For Approve Discharge of Supervisory Board for Fiscal 2017
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
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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
1 Receive Financial Statements and Statutory Reports for Fiscal 2017 (Non-Voting)
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
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 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
Primary ISIN: US0549371070 Primary SEDOL: 2830904
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BB&T Corporation
Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
1.1 Elect Director Jennifer S. Banner Mgmt For Against
Voter Rationale: This director is not sufficiently independent to serve as the independent lead director.
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
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Elect Director Kelly S. King 1.6
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 Louis B. Lynn 1.7
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Elect Director 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
Voter Rationale: The lead director is not considered sufficiently independent to serve in such role. The nominating/governance committee should appoint a fully independent lead director.
Mgmt For For Ratify PricewaterhouseCoopers LLP as Auditors 2
Mgmt Against For Advisory Vote to Ratify Named Executive Officers' Compensation
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.
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BB&T Corporation Proposal Number
Proponent
Proposal Text
Mgmt Rec
Vote Instruction
Mgmt For For Eliminate Supermajority Vote Requirement 4
Voter Rationale: Board efforts to reduce supermajority provisions are appreciated, as they create artificial barriers for shareholders. Majority voting should be sufficient to change policies.
SH For Against Reduce Ownership Threshold for Shareholders to Call Special Meeting
5
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.
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
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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
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.
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