Concho Resources Inc....Voter Rationale: A vote FOR this proposal is warranted as pay and...

Vote Summary ReportDate range covered: 07/01/2018 to 09/30/2018

Location(s): All Locations

Institution Account(s): All Institution Accounts

Concho Resources Inc.

Meeting Date: 07/17/2018

Record Date: 06/01/2018

Country: USA

Meeting Type: Special

Primary Security ID: 20605P101

Ticker: CXO

Shares Voted: 13,700

Proposal Number ProponentProposal Text Mgmt Rec

VotingPolicy Rec

Vote Instruction

Mgmt ForReferForIssue Shares in Connection with Acquisition 1

Voter Rationale: A vote FOR this proposal is warranted given the solid strategic rationale and expected synergies that will result from the deal.

Constellation Brands, Inc.



Country: USA

Meeting Type: Annual


Ticker: STZ



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Jerry Fowden Mgmt For For For

Voter Rationale: A WITHHOLD vote is warranted for James Locke III for serving as a non-independent member of a key board committee. A vote FOR the remaining director nominees is warranted.

Mgmt ForForForElect Director Barry A. Fromberg 1.2


Mgmt ForForForElect Director Robert L. Hanson 1.3


Mgmt ForForForElect Director Ernesto M. Hernandez 1.4


Mgmt ForForForElect Director Susan Somersille Johnson 1.5


Mgmt WithholdReferForElect Director James A. Locke, III 1.6


Mgmt ForForForElect Director Daniel J. McCarthy 1.7





Constellation Brands, Inc.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Richard Sands 1.8


Mgmt ForForForElect Director Robert Sands 1.9


Mgmt ForForForElect Director Judy A. Schmeling 1.10


Mgmt ForForForElect Director Keith E. Wandell 1.11


Mgmt ForForForRatify KPMG LLP as Auditors 2

Voter Rationale: A vote FOR this proposal to ratify the auditor is warranted.

Mgmt ForForForAdvisory Vote to Ratify Named Executive Officers' Compensation

3

Voter Rationale: A vote FOR this proposal is warranted as pay and performance are reasonably aligned at this time.

McKesson Corporation



Country: USA


Primary Security ID: 58155Q103

Ticker: MCK



VotingPolicy Rec

Vote Instruction

1a Elect Director N. Anthony Coles Mgmt For For For

Mgmt ForForForElect Director John H. Hammergren 1b

Mgmt ForForForElect Director M. Christine Jacobs 1c

Mgmt ForForForElect Director Donald R. Knauss 1d

Mgmt ForForForElect Director Marie L. Knowles 1e

Mgmt ForForForElect Director Bradley E. Lerman 1f

Mgmt ForForForElect Director Edward A. Mueller 1g

Mgmt ForForForElect Director Susan R. Salka 1h

Mgmt ForForForRatify Deloitte & Touche LLP as Auditors 2




McKesson Corporation


VotingPolicy Rec

Vote Instruction


3

SH ForForAgainstReport on Lobbying Payments and Policy 4

Voter Rationale: A vote FOR this resolution is warranted, as additional reporting on the company's lobbying-related practices and policies, such as its trade association memberships and payments, and board oversight mechanisms would benefit shareholders in assessing its management of related risks.

SH ForForAgainstPro-rata Vesting of Equity Awards 5

Voter Rationale: A vote FOR this proposal is warranted, as a policy requiring pro-rata vesting upon a change in control would further align the interests of executives with shareholders.

SH AgainstAgainstAgainstUse GAAP for Executive Compensation Metrics

6

SH ForForAgainstReduce Ownership Threshold for Shareholders to Call Special Meeting

7

Voter Rationale: A vote FOR this proposal is warranted as it would enhance the existing shareholder right to call special meetings.

Quality Care Properties, Inc.



Country: USA


Primary Security ID: 747545101

Ticker: QCP



VotingPolicy Rec

Vote Instruction

1 Approve Merger Agreement Mgmt For Refer For

Voter Rationale: A vote FOR this proposal is warranted. Though the offer represents a slight discount to the unaffected date, it appears that management's rationale for pursuing the transaction is sound and that the standalone alternative does not appear to be the best option available to shareholders, as the absorption of HCR ManorCare appears to pose a material risk to the company. In light of these factors, the all-cash nature of the transaction will provide downside protection and certainty of value to existing shareholders.

Mgmt AgainstReferForAdvisory Vote on Golden Parachutes 2

Voter Rationale: A vote AGAINST this proposal is warranted. Although cash severance is double trigger and reasonably based, all outstanding equity is subject to single trigger vesting, including sizeable time and performance-vested shares granted only four months ago. While the performance award is contingent upon performance achievement, the goal is not disclosed and last year's goal was subjective in nature.

Mgmt ForReferForAdjourn Meeting 3

Voter Rationale: A vote FOR this item is warranted given support for the underlying transaction.




GGP Inc.



Country: USA


Primary Security ID: 36174X101

Ticker: GGP



VotingPolicy Rec

Vote Instruction


Voter Rationale: A vote FOR this transaction is warranted as the special committee appears to have conducted robust negotiations; no other acquirers have come forward despite general market knowledge that the company was seeking strategic alternatives since May 2017 and had received a concrete offer from BPY in November 2017; the company's challenges as a standalone entity; and the fact that the merger consideration appears reasonable from a valuation standpoint.

Mgmt ForReferForAuthorize a New Class of Capital Stock 2

Voter Rationale: A vote FOR these proposals is warranted. The merger itself warrants shareholder support for the reasons laid out in Item 1. Item 2 would allow for the issuance of class A shares of BPR stock, effectively creating BPR, which is positive for GGP shareholders in that it would allow certain shareholders who cannot, or prefer not to, hold equity of BPY the ability to participate in the potential upside of the transaction. Shares of class A stock were designed to be economically equivalent to units of BPY. Furthermore, after the transaction, shareholders of BPR class A stock would have the ability to, should they elect to, exchange their equity for units of BPY on a one-to-one basis. The remaining items align the governance provisions of BPR shares with those of BPY.

Mgmt ForReferForAmend Charter to Remove the Ability of Stockholders to Prohibit BPR Board from Amending the BPR Bylaws

3


Mgmt ForReferForIncrease Supermajority Vote Requirement for Amendments

4


Mgmt ForReferForAdopt or Increase Supermajority Vote Requirement for Removal of Directors

5





GGP Inc.


VotingPolicy Rec

Vote Instruction

Mgmt ForReferForAmend Bylaws to Include a Provision Requiring BPR to Include in its Proxy Statements and Proxy Cards Director Candidates Selected by a BPY Affiliate

6


Mgmt ForReferForEliminate Right to Call Special Meeting 7



Voter Rationale: A vote AGAINST this proposal is warranted. The CEO's outstanding equity awards are subject to automatic, single-trigger vesting. Moreover, he will receive his full cash severance despite continuing employment with similar compensation terms to his current employment.

The Walt Disney Company



Country: USA



Ticker: DIS



VotingPolicy Rec

Vote Instruction

1 Issue Shares in Connection with Acquisition Mgmt For Refer For

Voter Rationale: The strategic rationale appears sound, and when taking a longer-term approach and considering synergies, the implied valuation of the purchase seems reasonable. As such, a vote FOR this item is recommended.


Voter Rationale: A vote FOR this proposal is warranted given that shareholder support is warranted for the share issuance proposal.

Twenty-First Century Fox, Inc.



Country: USA


Primary Security ID: 90130A101

Ticker: FOXA







VotingPolicy Rec

Vote Instruction


Voter Rationale: The initial sales process was suboptimal, as the company’s apparent preference towards a deal with Disney clearly failed to extract maximum value for shareholders. The board originally accepted a substantially lower offer of $29.54 per share from Disney, before Comcast’s unsolicited competing bid of $35.00 per share prompted Disney to sweeten its offer by 28.6 percent. Nonetheless, the current offer represents compelling value, as evidenced by the 55.5 percent premium to FOX’s unaffected trading price (even before accounting for the value of the New Fox shares), an implied valuation that exceeds FOX’s historical multiples, and shareholders’ ability to participate in the upside inherent in the combined company. As such, a vote FOR the merger is warranted.

Mgmt ForReferForApprove Distribution Agreement 2

Voter Rationale: A vote FOR this item is warranted in light of support for the underlying transaction.

Mgmt ForReferForAmend Charter Regarding Hook Stock 3

Voter Rationale: As the underlying transaction warrants support, a vote FOR this proposal is warranted.


Voter Rationale: A vote FOR this proposal is warranted given that shareholder support is warranted for the combination merger proposal, the distribution merger proposal or the charter amendment proposal.


Voter Rationale: A vote AGAINST this proposal is warranted. There are concerns regarding executives' very large "retention RSUs," half of which vests automatically upon the merger, that were made on top of executives' sizable golden parachute benefits. Also, certain performance equity awards were amended to vest at target without a clearly disclosed rationale or sufficient explanatory disclosure.




Country: USA



Ticker: FOXA



VotingPolicy Rec

Vote Instruction


Voter Rationale: The initial sales process was suboptimal, as the company’s apparent preference towards a deal with Disney clearly failed to extract maximum value for shareholders. The board originally accepted a substantially lower offer of $29.54 per share from Disney, before Comcast’s unsolicited competing bid of $35.00 per share prompted Disney to sweeten its offer by 28.6 percent. Nonetheless, the current offer represents compelling value, as evidenced by the 52.2 percent premium to FOXA’s unaffected trading price (even before accounting for the value of the New Fox shares), an implied valuation that exceeds FOXA’s historical multiples, and shareholders’ ability to participate in the upside inherent in the combined company. As such, a vote FOR the merger is warranted.

Mgmt ForReferForApprove Distribution Agreement 2

Voter Rationale: A vote FOR this item is warranted in light of support for the underlying transaction.




Legg Mason, Inc.



Country: USA



Ticker: LM



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Robert E. Angelica Mgmt For For For

Voter Rationale: A vote FOR the director nominees is warranted.

Mgmt ForForForElect Director Carol Anthony "John" Davidson 1.2


Mgmt ForForForElect Director Michelle J. Goldberg 1.3


Mgmt ForForForElect Director Barry W. Huff 1.4


Mgmt ForForForElect Director John V. Murphy 1.5


Mgmt ForForForElect Director Alison A. Quirk 1.6


Mgmt ForForForElect Director W. Allen Reed 1.7


Mgmt ForForForElect Director Margaret Milner Richardson 1.8


Mgmt ForForForElect Director Kurt L. Schmoke 1.9


Mgmt ForForForElect Director Joseph A. Sullivan 1.10



2

Mgmt ForForForRatify PricewaterhouseCoopers LLP as Auditors

3

Prestige Brands Holdings, Inc.



Country: USA


Primary Security ID: 74112D101

Ticker: PBH




Prestige Brands Holdings, Inc.



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Ronald M. Lombardi Mgmt For For For

Mgmt ForForForElect Director John E. Byom 1.2

Mgmt ForForForElect Director Gary E. Costley 1.3

Mgmt ForForForElect Director Sheila A. Hopkins 1.4

Mgmt ForForForElect Director James M. Jenness 1.5

Mgmt ForForForElect Director Carl J. Johnson 1.6

Mgmt ForForForElect Director Natale S. Ricciardi 1.7


2


3

SCANA Corporation



Country: USA


Primary Security ID: 80589M102

Ticker: SCG



VotingPolicy Rec

Vote Instruction


Voter Rationale: A vote FOR the merger is warranted given the financial challenges faced by the company as a result of a failed nuclear project and subsequent efforts by the South Carolina state government to reduce the company's rates, the implied premium to SCG shares, and the fact that SCG shareholders would have an opportunity to participate in the combined company's upside potential.


Voter Rationale: A vote AGAINST this proposal is warranted. All equity is subject to single-trigger vesting upon the completion of the merger, including CEO Addison's performance awards granted just six months ago, which were meant to vest or be earned over three years, but will vest at target. The full acceleration of recently-granted performance awards represents a windfall opportunity.


Voter Rationale: A vote FOR this proposal is warranted as it would help the board garner the votes required to approve the underlying transaction, which merits support.




STERIS plc



Country: United Kingdom


Primary Security ID: G84720104

Ticker: STE



VotingPolicy Rec

Vote Instruction

1a Elect Director Richard C. Breeden Mgmt For For For


Mgmt ForForForElect Director Cynthia L. Feldmann 1b


Mgmt ForForForElect Director Jacqueline B. Kosecoff 1c


Mgmt ForForForElect Director David B. Lewis 1d


Mgmt ForForForElect Director Duncan K. Nichol 1e


Mgmt ForForForElect Director Walter M. Rosebrough, Jr. 1f


Mgmt ForForForElect Director Nirav R. Shah 1g


Mgmt ForForForElect Director Mohsen M. Sohi 1h


Mgmt ForForForElect Director Richard M. Steeves 1i


Mgmt ForForForElect Director Loyal W. Wilson 1j


Mgmt ForForForElect Director Michael B. Wood 1k


Mgmt ForForForRatify Ernst & Young LLP as Auditors 2

Mgmt ForForForAppoint Ernst & Young LLP as U.K. Statutory Auditors

3

Mgmt ForForForAuthorise the Board or the Audit Committee to Fix Remuneration of Ernst & Young LLP as U.K. Statutory Auditor

4


5




STERIS plc


VotingPolicy Rec

Vote Instruction

Mgmt ForForForApprove Remuneration Report 6

Xerox Corporation



Country: USA



Ticker: XRX



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Gregory Q. Brown Mgmt For For For


Mgmt ForForForElect Director Keith Cozza 1.2


Mgmt ForForForElect Director Jonathan Christodoro 1.3


Mgmt ForForForElect Director Joseph J. Echevarria 1.4


Mgmt ForForForElect Director Nicholas Graziano 1.5


Mgmt ForForForElect Director Cheryl Gordon Krongard 1.6


Mgmt ForForForElect Director Scott Letier 1.7


Mgmt ForForForElect Director Sara Martinez Tucker 1.8


Mgmt ForForForElect Director Giovanni ('John') Visentin 1.9



2

Mgmt AgainstAgainstForAdvisory Vote to Ratify Named Executive Officers' Compensation

3

Voter Rationale: A vote AGAINST this proposal is warranted given that the company recently entered into an employment agreement with new CEO John Visentin that provides for problematic modified single-trigger cash severance.




Xerox Corporation


VotingPolicy Rec

Vote Instruction

Mgmt AgainstAgainstForAdjourn Meeting 4

Voter Rationale: A vote AGAINST this proposal is warranted given that support is not warranted for Item 3.

Michael Kors Holdings Limited



Country: Virgin Isl (UK)


Primary Security ID: G60754101

Ticker: KORS



VotingPolicy Rec

Vote Instruction

1a Elect Director M. William Benedetto Mgmt For For For


Mgmt ForForForElect Director Stephen F. Reitman 1b


Mgmt ForForForElect Director Jean Tomlin 1c




3

SH ForForAgainstAssess Feasibility of Adopting Quantitative Renewable Energy Goals

4

Voter Rationale: A vote FOR this proposal is warranted as Michael Kors could provide additional information on policies and practices that the company has implemented to proactively monitor and address climate change risk. In addition, the company could provide more information on its energy efficiency and renewable energy initiatives.

Xilinx, Inc.



Country: USA



Ticker: XLNX



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Dennis Segers Mgmt For For For





Xilinx, Inc.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Raman Chitkara 1.2


Mgmt ForForForElect Director Saar Gillai 1.3


Mgmt ForForForElect Director Ronald S. Jankov 1.4


Mgmt ForForForElect Director Mary Louise Krakauer 1.5


Mgmt ForForForElect Director Thomas H. Lee 1.6


Mgmt ForForForElect Director J. Michael Patterson 1.7


Mgmt ForForForElect Director Victor Peng 1.8


Mgmt ForForForElect Director Albert A. Pimentel 1.9


Mgmt ForForForElect Director Marshall C. Turner 1.10


Mgmt ForForForElect Director Elizabeth W. Vanderslice 1.11


Mgmt ForForForAmend Qualified Employee Stock Purchase Plan

2

Mgmt ForForForAmend Omnibus Stock Plan 3


4


Eagle Materials Inc.



Country: USA



Ticker: EXP




Eagle Materials Inc.



VotingPolicy Rec

Vote Instruction

1A Elect Director F. William Barnett Mgmt For For For

Mgmt ForForForElect Director Richard Beckwitt 1B

Mgmt ForForForElect Director Ed H. Bowman 1C


2


Electronic Arts Inc.



Country: USA



Ticker: EA



VotingPolicy Rec

Vote Instruction

1a Elect Director Leonard S. Coleman Mgmt For For For


Mgmt ForForForElect Director Jay C. Hoag 1b


Mgmt ForForForElect Director Jeffrey T. Huber 1c


Mgmt ForForForElect Director Lawrence F. Probst, III 1d


Mgmt ForForForElect Director Talbott Roche 1e


Mgmt ForForForElect Director Richard A. Simonson 1f


Mgmt ForForForElect Director Luis A. Ubinas 1g


Mgmt ForForForElect Director Heidi J. Ueberroth 1h





Electronic Arts Inc.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Andrew Wilson 1i



2


EnerSys



Country: USA


Primary Security ID: 29275Y102

Ticker: ENS



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Hwan-yoon F. Chung Mgmt For For For


Mgmt ForForForElect Director Nelda J. Connors 1.2


Mgmt ForForForElect Director Arthur T. Katsaros 1.3


Mgmt ForForForElect Director Robert Magnus 1.4


Mgmt ForForForApprove Qualified Employee Stock Purchase Plan

2



4

Plantronics, Inc.



Country: USA



Ticker: PLT




Plantronics, Inc.

Shares Voted: 9,100


VotingPolicy Rec

Vote Instruction

If the Acquisition Has Not Occurred by the Time of the Annual Meeting: Elect Eight (8) Directors

Mgmt

Mgmt ForForForElect Director Robert Hagerty 1aa


Mgmt ForForForElect Director Marv Tseu 1ab


Mgmt ForForForElect Director Joe Burton 1ac


Mgmt ForForForElect Director Brian Dexheimer 1ad


Mgmt ForForForElect Director Gregg Hammann 1ae


Mgmt ForForForElect Director John Hart 1af


Mgmt ForForForElect Director Guido Jouret 1ag


Mgmt ForForForElect Director Marshall Mohr 1ah


MgmtIf the Acquisition Has Occurred by the Time of the Annual Meeting: Elect Ten (10) Directors

Mgmt ForForForElect Director Robert Hagerty 1ba


Mgmt ForForForElect Director Marv Tseu 1bb


Mgmt ForForForElect Director Joe Burton 1bc


Mgmt ForForForElect Director Brian Dexheimer 1bd


Mgmt ForForForElect Director Gregg Hammann 1be





Plantronics, Inc.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director John Hart 1bf


Mgmt ForForForElect Director Guido Jouret 1bg


Mgmt ForForForElect Director Marshall Mohr 1bh


Mgmt ForForForElect Director Frank Baker 1bi


Mgmt ForForForElect Director Daniel Moloney 1bj



2

Mgmt AgainstAgainstForAmend Omnibus Stock Plan 3

Voter Rationale: Based on evaluation of the estimated cost, plan features, and grant practices using the Equity Plan Scorecard (EPSC), a vote AGAINST this proposal is warranted due to the following key factors: * Plan cost is excessive; * The plan allows for the problematic treatment of equity upon a CIC; and * The plan allows broad discretion to accelerate vesting.


4


5

Ralph Lauren Corporation



Country: USA



Ticker: RL

Shares Voted: 5,314


VotingPolicy Rec

Vote Instruction

1.1 Elect Director Frank A. Bennack, Jr. Mgmt For For For


Mgmt ForForForElect Director Joel L. Fleishman 1.2


Mgmt ForForForElect Director Michael A. George 1.3





Ralph Lauren Corporation


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Hubert Joly 1.4




3

Voter Rationale: A vote AGAINST this proposal is warranted. While concerns regarding elevated CEO pay were largely mitigated by the CEO transition and associated new hire awards, other concerns remain. Pay for Executive Chairman and Chief Creative Officer R. Lauren remains high, at nearly twice the median pay for CEOs, and increased substantially in 2018, despite long-term underperformance. Further, executive officers received above-target payouts under the annual incentive program for financial results that declined from the prior year.

Cirrus Logic, Inc.



Country: USA



Ticker: CRUS



VotingPolicy Rec

Vote Instruction

1.1 Elect Director John C. Carter Mgmt For For For

Mgmt ForForForElect Director Alexander M. Davern 1.2

Mgmt ForForForElect Director Timothy R. Dehne 1.3

Mgmt ForForForElect Director Christine King 1.4

Mgmt ForForForElect Director Jason P. Rhode 1.5

Mgmt ForForForElect Director Alan R. Schuele 1.6

Mgmt ForForForElect Director David J. Tupman 1.7



3

Mgmt ForForForApprove Omnibus Stock Plan 4

Qorvo, Inc.



Country: USA


Primary Security ID: 74736K101

Ticker: QRVO




Qorvo, Inc.



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Ralph G. Quinsey Mgmt For For For


Mgmt ForForForElect Director Robert A. Bruggeworth 1.2


Mgmt ForForForElect Director Daniel A. DiLeo 1.3


Mgmt ForForForElect Director Jeffery R. Gardner 1.4


Mgmt ForForForElect Director Charles Scott Gibson 1.5


Mgmt ForForForElect Director John R. Harding 1.6


Mgmt ForForForElect Director David H. Y. Ho 1.7


Mgmt ForForForElect Director Roderick D. Nelson 1.8


Mgmt ForForForElect Director Walden C. Rhines 1.9


Mgmt ForForForElect Director Susan L. Spradley 1.10


Mgmt ForForForElect Director Walter H. Wilkinson, Jr. 1.11



2


ABIOMED, Inc.



Country: USA



Ticker: ABMD




ABIOMED, Inc.

Shares Voted: 3,900


VotingPolicy Rec

Vote Instruction

1.1 Elect Director Eric A. Rose Mgmt For Refer Withhold

Voter Rationale: WITHHOLD votes from Eric Rose for attending less than 75 percent of the board and committee meetings held over the past fiscal year without disclosing a reason for the absences. A vote FOR the remaining director nominees is warranted.

Mgmt ForForForElect Director Jeannine M. Rivet 1.2

Voter Rationale: WITHHOLD votes from Eric Rose for attending less than 75 percent of the board and committee meetings held over the past fiscal year without disclosing a reason for the absences. A vote FOR the remaining director nominees is warranted.


2

Voter Rationale: A vote FOR this proposal is warranted. While concerns remain regarding the design of both short- and long-term incentive programs, payouts are substantiated by the company's strong TSR and financial performance.


Voter Rationale: Based on the Equity Plan Scorecard evaluation (EPSC), a vote FOR this proposal is warranted.



CA, Inc.



Country: USA



Ticker: CA



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Jens Alder Mgmt For For For


Mgmt ForForForElect Director Nancy A. Altobello 1.2


Mgmt ForForForElect Director Raymond J. Bromark 1.3


Mgmt ForForForElect Director Michael P. Gregoire 1.4





CA, Inc.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Jean M. Hobby 1.5


Mgmt ForForForElect Director Rohit Kapoor 1.6


Mgmt ForForForElect Director Jeffrey G. Katz 1.7


Mgmt ForForForElect Director Kay Koplovitz 1.8


Mgmt ForForForElect Director Christopher B. Lofgren 1.9


Mgmt ForForForElect Director Richard Sulpizio 1.10




3

Red Hat, Inc.



Country: USA



Ticker: RHT



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Sohaib Abbasi Mgmt For For For


Mgmt ForForForElect Director W. Steve Albrecht 1.2


Mgmt ForForForElect Director Charlene T. Begley 1.3


Mgmt ForForForElect Director Narendra K. Gupta 1.4


Mgmt ForForForElect Director Kimberly L. Hammonds 1.5





Red Hat, Inc.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director William S. Kaiser 1.6


Mgmt ForForForElect Director James M. Whitehurst 1.7


Mgmt ForForForElect Director Alfred W. Zollar 1.8



2


3

The Williams Companies, Inc.



Country: USA



Ticker: WMB



VotingPolicy Rec

Vote Instruction

1 Increase Authorized Common Stock Mgmt For Refer For

Voter Rationale: A vote FOR this proposal is warranted because the size of the proposed increase is reasonable and there are no substantial concerns with the company's past share usage.

Mgmt ForReferForIssue Shares in Connection with Acquisition 2

Voter Rationale: A vote FOR this proposal is warranted. The strategic rationale appears sound and the market reaction has been positive. Furthermore, the merger will simplify the company's capital structure and is expected to provide shareholders with a more competitive cost of capital.


Voter Rationale: A vote FOR this proposal is warranted, as the proposed transactions contemplated under Items 1 and 2 warrant shareholder support.

Microchip Technology Incorporated



Country: USA



Ticker: MCHP




Microchip Technology Incorporated



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Steve Sanghi Mgmt For For For


Mgmt ForForForElect Director Matthew W. Chapman 1.2


Mgmt ForForForElect Director L.B. Day 1.3


Mgmt ForForForElect Director Esther L. Johnson 1.4


Mgmt ForForForElect Director Wade F. Meyercord 1.5




3

DXC Technology Company



Country: USA


Primary Security ID: 23355L106

Ticker: DXC



VotingPolicy Rec

Vote Instruction

1a Elect Director Mukesh Aghi Mgmt For For For


Mgmt ForForForElect Director Amy E. Alving 1b


Mgmt ForForForElect Director David L. Herzog 1c


Mgmt ForForForElect Director Sachin Lawande 1d


Mgmt ForForForElect Director J. Michael Lawrie 1e





DXC Technology Company


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Mary L. Krakauer 1f


Mgmt ForForForElect Director Julio A. Portalatin 1g


Mgmt ForForForElect Director Peter Rutland 1h


Mgmt ForForForElect Director Manoj P. Singh 1i


Mgmt ForForForElect Director Robert F. Woods 1j




3

The J. M. Smucker Company



Country: USA



Ticker: SJM



VotingPolicy Rec

Vote Instruction

1a Elect Director Kathryn W. Dindo Mgmt For For For

Voter Rationale: Vote AGAINST Nancy Lopez Russell for attending less than 75 percent of the board and committee meetings held over the past fiscal year without disclosing an acceptable reason for the absences. A vote FOR the remaining director nominees is warranted.

Mgmt ForForForElect Director Paul J. Dolan 1b


Mgmt ForForForElect Director Jay L. Henderson 1c


Mgmt ForForForElect Director Elizabeth Valk Long 1d





The J. M. Smucker Company


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Gary A. Oatey 1e


Mgmt ForForForElect Director Kirk L. Perry 1f


Mgmt ForForForElect Director Sandra Pianalto 1g


Mgmt AgainstReferForElect Director Nancy Lopez Russell 1h


Mgmt ForForForElect Director Alex Shumate 1i


Mgmt ForForForElect Director Mark T. Smucker 1j


Mgmt ForForForElect Director Richard K. Smucker 1k


Mgmt ForForForElect Director Timothy P. Smucker 1l


Mgmt ForForForElect Director Dawn C. Willoughby 1m





3

Voter Rationale: A vote FOR this proposal is warranted. While there are concerns regarding the use of the same performance metric in the short- and long-term plans and the length of the performance period tied to equity incentives, pay and performance are reasonably aligned at this time.




DCT Industrial Trust, Inc.



Country: USA



Ticker: DCT



VotingPolicy Rec

Vote Instruction


Voter Rationale: A vote FOR this proposal is warranted given the compelling rationale, the implied premium to DCT's unaffected share price, and the downside risk of non-approval. Concerns regarding the lack of an auction process are substantially mitigated given that no superior proposals have been publicly disclosed to date, despite the reasonable termination fee.

Mgmt ForReferForAdvisory Vote on Golden Parachutes 2

Voter Rationale: A vote FOR this proposal is warranted. Although equity vesting is single trigger, cash severance is double trigger and of a reasonable basis and no NEOs are eligible to receive excise tax gross-up payments.


Voter Rationale: A vote FOR this proposal is warranted given that the underlying transaction warrants shareholder support.

Helen of Troy Ltd.



Country: Bermuda


Primary Security ID: G4388N106

Ticker: HELE

Shares Voted: 6,200


VotingPolicy Rec

Vote Instruction

1a Elect Director Gary B. Abromovitz Mgmt For For For

Mgmt ForForForElect Director Krista L. Berry 1b

Mgmt ForForForElect Director Vincent D. Carson 1c

Mgmt ForForForElect Director Thurman K. Case 1d

Mgmt ForForForElect Director Timothy F. Meeker 1e

Mgmt ForForForElect Director Julien R. Mininberg 1f

Mgmt ForForForElect Director Beryl B. Raff 1g

Mgmt ForForForElect Director William F. Susetka 1h

Mgmt ForForForElect Director Darren G. Woody 1i


2





Helen of Troy Ltd.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForApprove Qualified Employee Stock Purchase Plan

4

Mgmt ForForForApprove Grant Thornton LLP as Auditors and Authorize Board to Fix Their Remuneration

5

Commvault Systems, Inc.



Country: USA



Ticker: CVLT

Shares Voted: 9,900


VotingPolicy Rec

Vote Instruction

1.1 Elect Director N. Robert Hammer Mgmt For For For

Mgmt ForForForElect Director Keith Geeslin 1.2

Mgmt ForForForElect Director Gary B. Smith 1.3

Mgmt ForForForElect Director Vivie 'YY' Lee 1.4

Voter Rationale: AGAINST votes are warranted for incumbent director nominees N. Robert Hammer, Keith Geeslin, and Gary Smith for maintaining a poison pill that has not been ratified by shareholders. A vote FOR the remaining director nominee Vivie Lee is warranted.




4

Cigna Corp.



Country: USA



Ticker: CI



VotingPolicy Rec

Vote Instruction





Cigna Corp.


VotingPolicy Rec

Vote Instruction

Voter Rationale: While the PBM landscape has become less attractive since the deal was struck, the valuation implied by the merger consideration appears reasonable. The strategic rationale appears sound, as merging with ESRX should allow Cigna to integrate a patient's medical and pharmacy data to create more coordinated treatment plans with better outcomes and lower overall costs. That, in turn, should help the company maintain or grow its market share, especially as its three main competitors are all moving toward owning their own PBMs. As such a vote FOR the merger is warranted.


Voter Rationale: A vote FOR this item is warranted in light of support for Item 1.

Express Scripts Holding Co.



Country: USA


Primary Security ID: 30219G108

Ticker: ESRX



VotingPolicy Rec

Vote Instruction


Voter Rationale: The strategic rationale appears sound, the offer represents a premium of 30.8 percent relative to the unaffected date, and it was also above the company's all-time high closing price. When adjusting for the loss of largest customer Anthem, the implied valuation of the merger consideration, most recently 11.0x EV/NTM EBITDA, is above the 10.1x EV/NTM EBITDA which ESRX averaged during 2014-15, before Anthem's departure became a concern. Furthermore, since the merger was announced, the environment for PBMs appears to have deteriorated, due to changing governmental attitudes and the entry of Amazon into the pharmacy market, making the merger an even more attractive option than the standalone alternative. As such, a vote FOR the merger is warranted.




Voter Rationale: A vote AGAINST this proposal is warranted. All the outstanding performance shares are subject to single-trigger vesting and performance shares recently granted in FY18 will be deemed earned at the maximum performance level without a clearly disclosed rationale. Additionally, the single-trigger bonus payment for the termination year is relatively large.

KLX, Inc.



Country: USA



Ticker: KLXI




KLX, Inc.



VotingPolicy Rec

Vote Instruction


Voter Rationale: A vote FOR this proposal is warranted in light of the value and certainty of the cash consideration, the sound rationale, and the thorough sale process. Furthermore, while the offer represents a discount to the share price immediately prior to the transaction announcement, it represents the value for only the company's aerospace business. The company's remaining energy services business will be spun-off prior to consummation of the transaction, allowing existing shareholders the ability to participate in the upside potential of those assets.


Voter Rationale: A vote AGAINST this proposal is warranted. The NEOs' potential cash severance payments and transaction bonuses are outsized. Moreover, a majority of the equity awards are subject to single-trigger vesting with performance shares deemed earned at maximum opportunity.


Voter Rationale: A vote FOR this proposal is warranted as support for the underlying transaction is also warranted.

ILG, Inc.



Country: USA


Primary Security ID: 44967H101

Ticker: ILG



VotingPolicy Rec

Vote Instruction


Voter Rationale: A vote FOR this transaction is warranted in light of the premium, the strategic rationale, and the sale process.


Voter Rationale: A vote FOR this proposal is warranted. Cash severance is double trigger and of a reasonable basis, equity awards are double trigger, and no NEOs are eligible to receive excise tax gross-up payments.


Voter Rationale: Given that shareholder support of the underlying transaction is warranted, a vote FOR this proposal is warranted.

Vectren Corp.



Country: USA


Primary Security ID: 92240G101

Ticker: VVC




Vectren Corp.



VotingPolicy Rec

Vote Instruction


Voter Rationale: A vote FOR the merger is warranted given the thorough process, the liquidity and certainty of value provided by the all-cash form of consideration, and the solid premium to VVC's unaffected price.


Voter Rationale: A vote FOR this proposal is warranted. While equity awards are single trigger, more recently granted awards will be prorated. Moreover, NEOs' cash severance is double trigger and of a reasonable basis, and no NEOs are eligible to receive excise tax gross-up payments.


Voter Rationale: A vote FOR this proposal is warranted as it would allow the company to seek votes in favor of the merger proposal, which warrant support.

Casey's General Stores, Inc.



Country: USA



Ticker: CASY

Shares Voted: 8,800


VotingPolicy Rec

Vote Instruction

1.1 Elect Director Terry W. Handley Mgmt For For For

Mgmt ForForForElect Director Donald E. Frieson 1.2

Mgmt ForForForElect Director Cara K. Heiden 1.3



3


Mgmt ForForForAdopt Majority Voting for Uncontested Election of Directors

5

Mgmt AgainstAgainstForAmendment to Articles of Incorporation to Provide that the Number of Directors be Determined by the Board from Time to Time

6

Voter Rationale: A vote AGAINST this proposal is warranted as it could have an adverse impact on shareholders' rights.




LaSalle Hotel Properties



Country: USA

Meeting Type: Proxy Contest


Ticker: LHO

Shares Voted: 0


VotingPolicy Rec

Vote Instruction

Management Proxy (White Proxy Card) Mgmt

Mgmt Do Not Vote

ReferForApprove Merger Agreement 1

Mgmt Do Not Vote

ReferForAdvisory Vote on Golden Parachutes 2

Mgmt Do Not Vote

ReferForAdjourn Meeting 3

MgmtDissident Proxy (Gold Proxy Card)

Mgmt Do Not Vote

ReferAgainstApprove Merger Agreement 1

Voter Rationale: The consideration of the Blackstone deal is less than the current value of Pebblebrook’s competing bid, and less than the current value of LHO shares—a plain indication that the market sees greater value in alternatives other than the current Blackstone deal. In the case of an alternative combination with Pebblebrook, shareholders stand to benefit from a high degree of synergy potential—synergy potential which has inspired sufficient confidence to push LHO and PEB valuations up significantly in recent months. As Blackstone's current offer of $33.50 cash per share does not appear to represent the best alternative for shareholders on a risk-adjusted basis, a vote AGAINST the proposed transaction is warranted.

Mgmt Do Not Vote

ReferAgainstAdvisory Vote on Golden Parachutes 2

Voter Rationale: A vote AGAINST this proposal is warranted. NEOs' equity awards will automatically accelerate and CEO Barnello and NEO Young are eligible to receive problematic excise tax gross-up payments.

Mgmt Do Not Vote

ReferAgainstAdjourn Meeting 3

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

VIASAT, INC.



Country: USA


Primary Security ID: 92552V100

Ticker: VSAT



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Frank J. Biondi, Jr. Mgmt For For For





VIASAT, INC.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Robert Johnson 1.2


Mgmt ForForForElect Director John Stenbit 1.3



2


3

Voter Rationale: A vote AGAINST this proposal is warranted. Although the company introduced performance stock options in FY18, the target vesting level is not disclosed, making it difficult for shareholders to assess the goal rigor of this new program. Further, the short-term incentive program continues to focus mainly on subjective criteria and the CEO earned an above-target payout despite missing the majority of financial targets.


Envision Healthcare Corp.



Country: USA



Ticker: EVHC



VotingPolicy Rec

Vote Instruction


Voter Rationale: A vote FOR this proposal is warranted, in light of the board's thorough process and the challenges to thecompany's business model and its uncertain growth prospects as a standalone company.


Voter Rationale: A vote FOR this proposal is warranted. Both cash severance and PSUs are double trigger and no excise tax grossups are expected.


Voter Rationale: A vote FOR this proposal is warranted, as support for the underlying transaction is warranted.

Mgmt ForForForElect Director John T. Gawaluck 4a


Mgmt ForForForElect Director Joey A. Jacobs 4b


Mgmt ForForForElect Director Kevin P. Lavender 4c





Envision Healthcare Corp.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Leonard M. Riggs, Jr. 4d


Mgmt ForForForDeclassify the Board of Directors and Eliminate the Series A-1 Mandatory Convertible Preferred Stock

5

Voter Rationale: A vote FOR this proposal is warranted as declassifying the board would enhance director accountability toshareholders and demonstrate a commitment to shareholders' interests on the part of management.


6

Voter Rationale: A vote AGAINST this proposal is warranted. The compensation committee failed to demonstrate adequate responsiveness to last year's failed say-on-pay vote. Moreover, certain short- and long-term incentive targets are not disclosed, the TSR-based portion of the PSU does not include a provision for negative TSR and the former executive chairman received a sizeable time-vested award.



CA, Inc.



Country: USA



Ticker: CA



VotingPolicy Rec

Vote Instruction


Voter Rationale: The merger consideration is higher than any closing price for CA shares since 2000 and is at a 19.6 percent premium to CA's unaffected price. The board's rationale for selling seems appropriate, as the company forecasts slow growth, and the implied valuation is well above historic valuations. As such, support FOR the merger is warranted.




Voter Rationale: A vote FOR the proposal is warranted. Equity award vesting and cash severance are both double trigger, and no excise tax gross-ups may be paid.

NetScout Systems, Inc.



Country: USA


Primary Security ID: 64115T104

Ticker: NTCT




NetScout Systems, Inc.



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Alfred Grasso Mgmt For For For


Mgmt ForForForElect Director Vincent J. Mullarkey 1.2



2


3


4

SCANA Corp.



Country: USA



Ticker: SCG



VotingPolicy Rec

Vote Instruction

1.1 Elect Director James A. Bennett Mgmt For For For

Mgmt ForForForElect Director Lynne M. Miller 1.2

Mgmt ForForForElect Director James W. Roquemore 1.3

Mgmt ForForForElect Director Maceo K. Sloan 1.4

Mgmt ForForForElect Director John E. Bachman 1.5

Mgmt ForForForElect Director Patricia D. Galloway 1.6


2


Mgmt ForForForDeclassify the Board of Directors 4

Voter Rationale: New Mexico favours unclassified board of directors.




SCANA Corp.


VotingPolicy Rec

Vote Instruction

SH ForForAgainstAssess Portfolio Impacts of Policies to Meet 2 Degree Scenario

5

Voter Rationale: A vote FOR this proposal is warranted because the company does not disclose the impacts that climate change regulations might have on the company and its operations, nor does it discuss the actions that it is taking to mitigate these regulatory risks.

H&R Block, Inc.



Country: USA



Ticker: HRB



VotingPolicy Rec

Vote Instruction

1a Elect Director Angela N. Archon Mgmt For For For

Mgmt ForForForElect Director Paul J. Brown 1b

Mgmt ForForForElect Director Robert A. Gerard 1c

Mgmt ForForForElect Director Richard A. Johnson 1d

Mgmt ForForForElect Director Jeffrey J. Jones, II 1e

Mgmt ForForForElect Director David Baker Lewis 1f

Mgmt ForForForElect Director Victoria J. Reich 1g

Mgmt ForForForElect Director Bruce C. Rohde 1h

Mgmt ForForForElect Director Matthew E. Winter 1i

Mgmt ForForForElect Director Christianna Wood 1j



3

Voter Rationale: A vote AGAINST this proposal is warranted. While annual equity awards are intended to be approximately 80 percent performance-based, the CEO's sign-on equity awards are entirely time-vesting and lack performance conditions.

SH AgainstAgainstAgainstRequire Shareholder Approval of Bylaw Amendments Adopted by the Board of Directors

4

NetApp, Inc.



Country: USA



Ticker: NTAP




NetApp, Inc.



VotingPolicy Rec

Vote Instruction

1a Elect Director T. Michael Nevens Mgmt For Refer Against

Voter Rationale: A vote AGAINST governance committee chair T. Michael Nevens is warranted due to the action of the board to exclude a non-binding shareholder proposal that would have requested the adoption of a new right with a lower ownership threshold for shareholders to call special meetings.

Mgmt ForForForElect Director Gerald Held 1b


Mgmt ForForForElect Director Kathryn M. Hill 1c


Mgmt ForForForElect Director Deborah L. Kerr 1d


Mgmt ForForForElect Director George Kurian 1e


Mgmt ForForForElect Director Scott F. Schenkel 1f


Mgmt ForForForElect Director George T. Shaheen 1g


Mgmt ForForForElect Director Richard P. Wallace 1h



Voter Rationale: Based on the Equity Plan Scorecard evaluation (EPSC), a vote FOR this proposal is warranted.


3

Voter Rationale: A vote FOR this proposal is warranted given that: The purchase price is reasonable; The shares reserved

is relatively conservative; and The offer period is within the limits prescribed by Section 423 of the Internal Revenue Code.




NetApp, Inc.


VotingPolicy Rec

Vote Instruction


4

Voter Rationale: Some concerns remain, including above-median benchmarking and the use of multiple outsized peers. However, a vote FOR this proposal is warranted as pay is generally aligned with company performance at this time.



Mgmt AgainstAgainstForRatify Existing Ownership Threshold for Shareholders to Call Special Meeting

6

Voter Rationale: A vote AGAINST this proposal is warranted. The board's action to exclude a non-binding shareholder proposal that would have requested a lower ownership threshold raises significant concern. Moreover, a lower ownership threshold to call a special meeting would facilitate use of the right by groups of institutional shareholders, and the current bylaw provisions place material restrictions on the timing and the subject matter that can be raised at special meetings.

Deckers Outdoor Corp.



Country: USA



Ticker: DECK

Shares Voted: 7,100


VotingPolicy Rec

Vote Instruction

1.1 Elect Director John M. Gibbons Mgmt For For For

Mgmt ForForForElect Director Nelson C. Chan 1.2

Mgmt ForForForElect Director Cynthia (Cindy) L. Davis 1.3

Mgmt ForForForElect Director Michael F. Devine, III 1.4

Mgmt ForForForElect Director William L. McComb 1.5

Mgmt ForForForElect Director David Powers 1.6

Mgmt ForForForElect Director James Quinn 1.7

Mgmt ForForForElect Director Lauri M. Shanahan 1.8

Mgmt ForForForElect Director Brian A. Spaly 1.9

Mgmt ForForForElect Director Bonita C. Stewart 1.10



3




Education Realty Trust, Inc.



Country: USA


Primary Security ID: 28140H203

Ticker: EDR



VotingPolicy Rec

Vote Instruction


Voter Rationale: A vote FOR this proposal is warranted given the sound rationale, the premium to EDR's unaffected share price, and the downside risk of non-approval. Concerns regarding the lack of a formal auction process are substantially mitigated given that no superior proposals have been publicly disclosed to date, despite the reasonable termination fee.


Voter Rationale: A vote AGAINST this proposal is warranted. Cash severance and equity award vesting are both single trigger and NEO Brewer is eligible to receive an excise tax gross-up payment.


Voter Rationale: A vote FOR this proposal is warranted given that the underlying transaction warrants shareholder support.

Zions Bancorporation



Country: USA



Ticker: ZION



VotingPolicy Rec

Vote Instruction

1 Approve Restructuring Plan Mgmt For Refer For

Voter Rationale: A vote FOR this proposal is warranted given the board's strong rationale and that following the reorganization,shareholders' rights and ownership percentages will be preserved



Mgmt AgainstReferForOther Business A

Voter Rationale: A vote AGAINST this proposal is warranted, as proposals which are detrimental to shareholder value may arise without shareholders having the opportunity to make a fully informed vote on the issue.

Integrated Device Technology, Inc.



Country: USA



Ticker: IDTI




Integrated Device Technology, Inc.



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Ken Kannappan Mgmt For For For


Mgmt ForForForElect Director Selena Loh LaCroix 1.2


Mgmt ForForForElect Director Umesh Padval 1.3


Mgmt ForForForElect Director Gordon Parnell 1.4


Mgmt ForForForElect Director Robert Rango 1.5


Mgmt ForForForElect Director Norman Taffe 1.6


Mgmt ForForForElect Director Gregory L. Waters 1.7



2


3

Patterson Cos., Inc.



Country: USA



Ticker: PDCO



VotingPolicy Rec

Vote Instruction

1a Elect Director John D. Buck Mgmt For For For

Mgmt ForForForElect Director Alex N. Blanco 1b

Mgmt ForForForElect Director Jody H. Feragen 1c

Mgmt ForForForElect Director Robert C. Frenzel 1d

Mgmt ForForForElect Director Francis (Fran) J. Malecha 1e




Patterson Cos., Inc.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Ellen A. Rudnick 1f

Mgmt ForForForElect Director Neil A. Schrimsher 1g

Mgmt ForForForElect Director Mark S. Walchirk 1h

Mgmt ForForForElect Director James W. Wiltz 1i


Voter Rationale: Based on evaluation of the estimated cost, plan features, and grant practices using the Equity Plan Scorecard (EPSC), a vote AGAINST this proposal is warranted due to the following key factor(s):- Plan cost is excessive;- Estimated duration of available and proposed shares exceeds six years;- The plan allows for the problematic treatment of equity upon a CIC; and- The plan allows broad discretion to accelerate vesting.


3


MB Financial, Inc.



Country: USA


Primary Security ID: 55264U108

Ticker: MBFI



VotingPolicy Rec

Vote Instruction


Voter Rationale: A vote FOR this proposal is warranted given the: • meaningful premium to the MBFI share price; • implied per-share consideration exceeds the highest closing price before the announcement; • sound rationale; and the • downside risk of non-approval based on the positive market reaction following the announcement.

Mgmt ForReferForAmend Charter 2

Voter Rationale: A vote FOR this proposal is warranted given that the underlying merger transaction under Item 1 warrants support.


Voter Rationale: A vote FOR this proposal is warranted. Cash severance is double trigger and of a reasonable basis. While certain NEOs are eligible to receive tax gross-ups, the company does not anticipate any will be payable. In addition, equity awards are double trigger, with performance awards being earned based on actual performance.


Voter Rationale: A vote FOR this proposal is warranted as it would allow the company to seek votes in favor of the merger transaction, which warrants support.




DARDEN RESTAURANTS, INC.



Country: USA



Ticker: DRI



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Margaret Shan Atkins Mgmt For For For

Mgmt ForForForElect Director James P. Fogarty 1.2

Mgmt ForForForElect Director Cynthia T. Jamison 1.3

Mgmt ForForForElect Director Eugene I. (Gene) Lee, Jr. 1.4

Mgmt ForForForElect Director Nana Mensah 1.5

Mgmt ForForForElect Director William S. Simon 1.6

Mgmt ForForForElect Director Charles M. (Chuck) Sonsteby 1.7

Mgmt ForForForElect Director Timothy J. Wilmott 1.8


2


SH ForForAgainstAssess Feasibility of Adopting a Policy to Phase Out Use of Antibiotics

4

Voter Rationale: A vote FOR this proposal is warranted because a growing number of Darden s peers have committed to eliminating the use of medically important antibiotics for disease prevention purposes in their animal agriculture supply chains, and the company could be at risk of becoming a laggard.

Acxiom Corp.



Country: USA



Ticker: ACXM



VotingPolicy Rec

Vote Instruction

1a Elect Director John L. Battelle Mgmt For For For


Mgmt ForForForElect Director William J. Henderson 1b


Mgmt ForForForElect Director Debora B. Tomlin 1c





Acxiom Corp.


VotingPolicy Rec

Vote Instruction


2

Voter Rationale: A vote FOR this proposal is warranted as pay and performance are reasonably aligned. However, shareholders should continue to monitor compensation at the company as the compensation committee made recent enhancements to certain NEO severance arrangements relating to the proposed asset sale.

Mgmt ForReferForApprove Sale of Company Assets 3

Voter Rationale: A vote FOR this transaction is warranted, given the positive market reaction, strong strategic rationale, and the robust process of sale.

Mgmt ForForForApprove Plan of Reorganization 4

Voter Rationale: A vote FOR this proposal is warranted, as it is a condition to the asset sale, which warrants shareholder approval.

Mgmt ForForForAdjourn Meeting 5

Voter Rationale: A vote FOR this proposal is warranted, given that support for the underlying transaction is warranted.

Mgmt AgainstAgainstForAdvisory Vote on Golden Parachutes 6

Voter Rationale: A vote AGAINST this proposal is warranted. While the asset sale does not constitute a change in control under NEOs' employment agreements and the company's Severance Policy, the compensation committee materially enhanced severance benefits relating to the proposed asset sale.

Mgmt AgainstAgainstForAmend Omnibus Stock Plan 7

Voter Rationale: Based on evaluation of the estimated cost, plan features, and grant practices using the Equity Plan Scorecard (EPSC), a vote AGAINST this proposal is warranted due to the following key factors:- Plan cost is excessive;- The plan allows for the problematic treatment of equity upon a CIC;- The plan allows broad discretion to accelerate vesting.



NIKE, Inc.



Country: USA



Ticker: NKE



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Alan B. Graf, Jr. Mgmt For For For

Mgmt ForForForElect Director John C. Lechleiter 1.2

Mgmt ForForForElect Director Michelle A. Peluso 1.3


2




NIKE, Inc.


VotingPolicy Rec

Vote Instruction

SH ForForAgainstReport on Political Contributions Disclosure 3

Voter Rationale: A vote FOR this proposal is warranted, as more comprehensive information regarding Nike's political contribution spending and nonprofit organization participation would enable shareholders to have a more comprehensive understanding of the company's political activities.


4

Conagra Brands, Inc.



Country: USA



Ticker: CAG



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Anil Arora Mgmt For For For


Mgmt ForForForElect Director Thomas "Tony" K. Brown 1.2


Mgmt ForForForElect Director Stephen G. Butler 1.3


Mgmt ForForForElect Director Sean M. Connolly 1.4


Mgmt ForForForElect Director Joie A. Gregor 1.5


Mgmt ForForForElect Director Rajive Johri 1.6


Mgmt ForForForElect Director Richard H. Lenny 1.7


Mgmt ForForForElect Director Ruth Ann Marshall 1.8


Mgmt ForForForElect Director Craig P. Omtvedt 1.9






Conagra Brands, Inc.


VotingPolicy Rec

Vote Instruction


3

Take-Two Interactive Software, Inc.



Country: USA



Ticker: TTWO



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Strauss Zelnick Mgmt For For For


Mgmt ForForForElect Director Michael Dornemann 1.2


Mgmt ForForForElect Director J Moses 1.3


Mgmt ForForForElect Director Michael Sheresky 1.4


Mgmt ForForForElect Director LaVerne Srinivasan 1.5


Mgmt ForForForElect Director Susan Tolson 1.6


Mgmt ForForForElect Director Paul Viera 1.7



2


ANDEAVOR



Country: USA



Ticker: ANDV




ANDEAVOR



VotingPolicy Rec

Vote Instruction


Voter Rationale: The offer represented a 24.4 percent premium to the unaffected price and a 21.7 percent premium to the all-time high closing price at announcement. As of Aug. 20, the offer represented a 28.9 percent premium and a 37.3 percent premium over peers' median and Andeavor's three-year median EV/NTM EBITDA multiples, respectively. Given the significant premium over market prices and implied valuation multiples, the positive market reaction, and the strong strategic rationale, a vote FOR the transaction is recommended.


Voter Rationale: A vote FOR this proposal is warranted. Cash severance is double trigger and of a reasonable basis, NEOs' equity awards are double trigger, and no NEOs are eligible to receive excise tax gross-up payments.


Voter Rationale: A vote FOR this proposal is warranted given support for the underlying transaction.

FedEx Corp.



Country: USA


Primary Security ID: 31428X106

Ticker: FDX



VotingPolicy Rec

Vote Instruction

1.1 Elect Director John A. Edwardson Mgmt For For For


Mgmt ForForForElect Director Marvin R. Ellison 1.2


Mgmt ForForForElect Director Susan Patricia Griffith 1.3


Mgmt ForForForElect Director John C. (Chris) Inglis 1.4


Mgmt ForForForElect Director Kimberly A. Jabal 1.5


Mgmt ForForForElect Director Shirley Ann Jackson 1.6


Mgmt ForForForElect Director R. Brad Martin 1.7





FedEx Corp.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Joshua Cooper Ramo 1.8


Mgmt ForForForElect Director Susan C. Schwab 1.9


Mgmt ForForForElect Director Frederick W. Smith 1.10


Mgmt ForForForElect Director David P. Steiner 1.11


Mgmt ForForForElect Director Paul S. Walsh 1.12



2


SH ForForAgainstReport on Lobbying Payments and Policy 4

Voter Rationale: A vote FOR this resolution is warranted, as additional information on the company's lobbying expenses and trade association memberships, payments, and oversight mechanisms would give shareholders a comprehensive understanding of the company's management of its lobbying activities and any related risks and benefits.

SH ForForAgainstProvide Right to Act by Written Consent 5

Voter Rationale: A vote FOR this proposal is warranted given that the ability to act by written consent would enhance shareholder rights.

SH AgainstAgainstAgainstBylaw Amendment Confirmation by Shareholders

6

Marathon Petroleum Corp.



Country: USA



Ticker: MPC



VotingPolicy Rec

Vote Instruction

1 Issue Shares in Connection with Merger Mgmt For Refer For

Voter Rationale: Despite some concerns over valuation, expected synergies that will accrue to legacy MPC shareholders nearly offset the premium being paid to ANDV shareholders. Furthermore, the board has presented a strong strategic rationale for the merger. On balance, vote FOR the transaction is recommended.




Marathon Petroleum Corp.


VotingPolicy Rec

Vote Instruction

Mgmt ForReferForIncrease Authorized Common Stock 2

Voter Rationale: A vote FOR this proposal is warranted as the proposed increase in authorized shares of common stock is reasonable, and there are no substantial concerns about the company's past use of shares.

Mgmt ForReferForApprove Increase in Size of Board 3

Voter Rationale: A vote FOR this proposal is recommended as the requested increase appears to be appropriate for a company of this size, and there is no evidence suggesting that the proposal is an attempt to entrench current management.


Voter Rationale: A vote FOR this proposal is warranted given support for the underlying transaction.

General Mills, Inc.



Country: USA



Ticker: GIS



VotingPolicy Rec

Vote Instruction

1a Elect Director Alicia Boler Davis Mgmt For For For


Mgmt ForForForElect Director R. Kerry Clark 1b


Mgmt ForForForElect Director David M. Cordani 1c


Mgmt ForForForElect Director Roger W. Ferguson, Jr. 1d


Mgmt ForForForElect Director Jeffrey L. Harmening 1e


Mgmt ForForForElect Director Maria G. Henry 1f


Mgmt ForForForElect Director Heidi G. Miller 1g


Mgmt ForForForElect Director Steve Odland 1h





General Mills, Inc.


VotingPolicy Rec

Vote Instruction

Mgmt ForForForElect Director Maria A. Sastre 1i


Mgmt ForForForElect Director Eric D. Sprunk 1j


Mgmt ForForForElect Director Jorge A. Uribe 1k



2


SH ForForAgainstReport on Impact of Pesticides on Pollinators 4

Voter Rationale: A vote FOR this proposal is warranted, as shareholders would benefit from more information regarding pesticide use in the company's agricultural supply chain, given greater public scrutiny over pesticide use and its impacts on the environment.

Stifel Financial Corp.



Country: USA



Ticker: SF



VotingPolicy Rec

Vote Instruction

1 Approve Omnibus Stock Plan Mgmt For Refer Against

Voter Rationale: Based on evaluation of the estimated cost, plan features, and grant practices using the Equity Plan Scorecard

(EPSC), a vote AGAINST this proposal is warranted due to the following key factor(s): Plan cost is excessive; Three-year

average burn rate is excessive; The plan allows for the problematic treatment of equity upon a CIC; and The plan permits

liberal recycling of shares.

McDermott International, Inc.



Country: Panama



Ticker: MDR




McDermott International, Inc.



VotingPolicy Rec

Vote Instruction

1.1 Elect Director Forbes I.J. Alexander Mgmt For For For

Mgmt ForForForElect Director Philippe Barril 1.2

Mgmt ForForForElect Director John F. Bookout, III 1.3

Mgmt ForForForElect Director David Dickson 1.4

Mgmt ForForForElect Director L. Richard Flury 1.5

Mgmt ForForForElect Director W. Craig Kissel 1.6

Mgmt ForForForElect Director Gary P. Luquette 1.7

Mgmt ForForForElect Director James H. Miller 1.8

Mgmt ForForForElect Director William H. Schumann, III 1.9

Mgmt ForForForElect Director Mary L. Shafer-Malicki 1.10

Mgmt ForForForElect Director Marsha C. Williams 1.11


2


Worthington Industries, Inc.



Country: USA



Ticker: WOR



VotingPolicy Rec

Vote Instruction

1.1 Elect Director John B. Blystone Mgmt For For For

Voter Rationale: A WITHHOLD vote is warranted for audit committee member Mark Davis in light of the pledging of a significant amount of the company's stock.A vote FOR the remaining director nominees is warranted.

Mgmt WithholdReferForElect Director Mark C. Davis 1.2


Mgmt ForForForElect Director Sidney A. Ribeau 1.3





Worthington Industries, Inc.


VotingPolicy Rec

Vote Instruction


2

Voter Rationale: Although a concern is noted, a vote FOR this proposal is warranted as pay and performance are reasonably aligned at this time.



John Wiley & Sons, Inc.



Country: USA



Ticker: JW.A



VotingPolicy Rec

Vote Instruction

1.1 Elect Director George Bell Mgmt For For For


Mgmt ForForForElect Director David C. Dobson 1.2


Mgmt ForForForElect Director Laurie A. Leshin 1.3


Mgmt ForForForElect Director William Pence 1.4




3

Mgmt ForForForApprove Non-Employee Director Restricted Stock Plan

4

Lamb Weston Holdings, Inc.



Country: USA



Ticker: LW




Lamb Weston Holdings, Inc.



VotingPolicy Rec

Vote Instruction

1a Elect Director Peter J. Bensen Mgmt For For For


Mgmt ForForForElect Director Charles A. Blixt 1b


Mgmt ForForForElect Director Andre J. Hawaux 1c


Mgmt ForForForElect Director W.G. Jurgensen 1d


Mgmt ForForForElect Director Thomas P. Maurer 1e


Mgmt ForForForElect Director Hala G. Moddelmog 1f


Mgmt ForForForElect Director Andrew J. Schindler 1g


Mgmt ForForForElect Director Maria Renna Sharpe 1h


Mgmt ForForForElect Director Thomas P. Werner 1i



2


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