Press Release

Egan-Jones Proposed 2019 Guideline Changes

Comments or questions to the proposed Guideline changes should be directed to Magda Pacheco, Manager, Client Relations at Egan-Jones Proxy Services (mpacheco@egan-jones.com) before February 15, 2019.

Proposed 2019 Changes to Egan-Jones Proxy Guidelines

 

Proposal Title

Standard

T-H

SRI

Catholic

Conservative

 

 

 

 

 

 

Management Proposals

Amendment of existing guideline -Altering Size of the Board
 FOR management proposals to fix the size of the board [add:] as long as the number of directors is between 5 and 15.
The board should periodically review its own size, and determine a set number of directors between 5 and 15,  instead of a range.

Management proposals regarding any Board size changes must require shareholder approval.

N/A

FOR management proposals to set range of directors as long as there are not less than 5 and more than 15 directors on the board.

AGAINST management proposals that give management the ability to alter size of the board without shareholder approval.

FOR

AGAINST management proposals to allow the Board to fix number of directors without shareholder approval.

FOR

AGAINST management proposals to allow the Board to set range of directors without shareholder approval.

FOR

Case-by-case management proposals to approve unusual board size.

Universal Proxy Card in a Contested Election - FOR proposals requesting that the company require the use of a universal proxy card in contested elections.

Approval of Removal of Mandatory Retirement Age - FOR proposals requesting the approval to remove the mandatory retirement age for directors and trustees.

Amendment of existing guideline - Reverse Stock Split
Case-by-case basis on management proposals to implement a reverse stock split that do not proportionately reduce the number of shares authorized for issuance, [add:] taking into consideration stock price at the record date.

Virtual Shareholder Meetings
FOR proposals asking to allow the Company to hold a virtual meeting of shareholders along with an in-person meeting at a designated location.

Quorum Requirements - FOR proposals seeking approval of a lower quorum requirement if the reduced quorum is at least one-third of shares entitled to vote, either in person or by proxy.

Tax Gross-Ups - AGAINST say-on-pay proposal and compensation committee members when executive employment agreements include tax gross-ups.

Insufficient Executive Compensation Disclosure - AGAINST compensation committee members due to insufficient disclosure on executive compensation.

Shareholder Proposals

Environmental:

 Standard

 T-H

 SRI

 Catholic

 Conservative

Shareholder Proposal: 2-Degree Scenario

based on the Governance Rating score; FOR in cases when the Company receives one of the lowest two scores on the Governance Rating; AGAINST otherwise

FOR

FOR

FOR

AGAINST

Shareholder Proposal: Report on Supply Chain Deforestation Impacts

based on the Governance Rating score; FOR in cases when the Company receives one of the lowest two scores on the Governance Rating; AGAINST otherwise

FOR

FOR

FOR

AGAINST

Shareholder Proposal: Report on Public Policy Advocacy on Climate change and Energy by Relevant Industry Associations

based on the Governance Rating score; FOR in cases when the Company receives one of the lowest two scores on the Governance Rating; AGAINST otherwise

FOR

FOR

FOR

AGAINST

Shareholder Proposal: Report on Electrification of the Transportation Sector

AGAINST

FOR

FOR

FOR

AGAINST

Cybersecurity:

Shareholder Proposal on Report on Cyber Risk

based on the Cybersecurity Risk Rating, FOR in cases when the Company receives one of the lowest two scores on the Governance Rating; AGAINST otherwise

FOR

FOR

FOR

AGAINST

Governance:

Shareholder Proposal on Annual Right to Convert a Limited Amount of Class B Common Stock (10 votes per share) into Class A Common Stock (1 vote per share)

FOR

FOR

FOR

FOR

FOR

Shareholder Proposal: Certification of Sound Commercial Practices Related to the Selling of Financial Products and Services

based on the Governance Rating score, FOR in cases when the Company receives one of the lowest two scores on the Governance Rating; AGAINST otherwise

FOR

FOR

FOR

AGAINST

Shareholder Proposal Regarding Proxy Voting Review Report

based on the Governance Rating score, FOR in cases when the Company receives one of the lowest two scores on the Governance Rating; AGAINST otherwise

FOR

FOR

FOR

AGAINST

Shareholder Proposal Regarding a Risk Oversight Committee/Public Policy Committee

based on the Governance Rating score, FOR in cases when the Company receives one of the lowest two scores on the Governance Rating; AGAINST otherwise

FOR

FOR

FOR

AGAINST

Shareholder Proposal on Content Management Report/Content Enforcement Policies

based on the Governance Rating score, FOR in cases when the Company receives one of the lowest two scores on the Governance Rating; AGAINST otherwise

FOR

FOR

FOR

AGAINST

Shareholder Proposal Requesting that the Board Authorize a Self-Tender Offer

AGAINST

AGAINST

AGAINST

AGAINST

AGAINST

Shareholder Proposal Regarding Shareholder Approval that Each bylaw amendment adopted by the board of directors not become effective until approved by shareholders

FOR

FOR

FOR

FOR

AGAINST

Social, Labor Issues:

Shareholder Proposal: Report disclosing the governance measures the Company has implemented to more effectively monitor and manage financial and reputational risks related to the opioid crisis in the U.S.

based on the Governance Rating score, FOR in cases when the Company receives one of the lowest two scores on the Governance Rating; AGAINST otherwise

based on the Governance Rating score, FOR in cases when the Company receives one of the lowest two scores on the Governance Rating; AGAINST otherwise

FOR

FOR

AGAINST

Stockholder Proposal on Compensation Committee Drug Pricing Report

based on the Governance Rating score, FOR in cases when the Company receives one of the lowest two scores on the Governance Rating; AGAINST otherwise

FOR

FOR

FOR

AGAINST

Shareholder Proposal Seeking Support for the Descheduling of Cannabis

AGAINST

AGAINST

AGAINST

AGAINST

AGAINST

Shareholder Proposal: Report on Ethical Recruitment in Global Supply Chains

AGAINST

FOR

FOR

FOR

AGAINST

Shareholder Proposal: Independent Director with Human Rights Expertise

based on the Governance Rating score, FOR in cases when the Company receives one of the lowest two scores on the Governance Rating; AGAINST otherwise

FOR

FOR

FOR

AGAINST

Shareholder Proposal Regarding Human Rights Report

based on the Governance Rating score, FOR in cases when the Company receives one of the lowest two scores on the Governance Rating; AGAINST otherwise

FOR

FOR

FOR

AGAINST

Shareholder Proposal Requesting Report on Business with Conflict-Complicit Governments

AGAINST

FOR

FOR

FOR

AGAINST

Shareholder Proposal: Report on the Company’s Activities Related to Safety Measures and Mitigation of Harm Associated with Company Products

AGAINST

FOR

FOR

FOR

AGAINST

Shareholder Proposal Regarding a Slavery and Human Trafficking Report

AGAINST

FOR

FOR

FOR

AGAINST

Shareholder Proposal on Report on Prison Labor in Supply Chain

 based on the Governance Rating score, FOR in cases when the Company receives one of the lowest two scores on the Governance Rating; AGAINST otherwise

FOR

FOR

FOR

AGAINST

CEO compensation related

Shareholder Proposal: Deduct Impact of Stock Buybacks from Executive Pay

 based on the Governance Rating score, FOR in cases when the Company receives one of the lowest two scores on the Governance Rating; AGAINST otherwise

FOR

FOR

FOR

AGAINST

Shareholder Proposal: Policy Prohibiting the Vesting of Equity-Based Awards for Senior Executives Due to a Voluntary Resignation to Enter Government Service.

AGAINST

FOR

FOR

FOR

AGAINST

Shareholder Proposal on Policy to Use GAAP Financial Metrics for Purposes of Determining Executive Compensation

based on the Governance Rating score, FOR in cases when the Company receives one of the lowest two scores on the Governance Rating; AGAINST otherwise

FOR

FOR

FOR

AGAINST

Shareholder Proposal Requesting Report on the Extent to Which Risks Related to Public Concern Over Drug Pricing Strategies are Integrated into Incentive Compensation Arrangements

AGAINST

FOR

FOR

FOR

AGAINST

Shareholder Proposal on Setting Target Amounts for CEO Compensation

AGAINST

FOR

FOR

FOR

AGAINST

Shareholder Proposal: Reform Executive Compensation Policy with Social Responsibility

AGAINST

FOR

FOR

FOR

AGAINST

Shareholder Proposal: Independence of compensation advisors

FOR

FOR

FOR

FOR

AGAINST

Shareholder Proposal: Adoption of advisory vote on executive compensation

based on the Compensation Rating score; FOR in cases when the Company fails the Compensation model; AGAINST otherwise

FOR

FOR

FOR

AGAINST

Shareholder Proposal: Nonqualified Savings Plan Earnings to adopt a policy that prohibits the practice of paying above-market earnings on the non-tax-qualified retirement saving or deferred income account balances of senior executive officers.

AGAINST

FOR

FOR

FOR

AGAINST

Shareholder Proposal: Equity Ratio Disclosure used by the Compensation Committee to set compensation

AGAINST

FOR

FOR

FOR

AGAINST

In rare cases, Egan-Jones may choose to override the documented guideline recommendation when we believe it to be in the best long-term financial interest of shareholders.

Egan-Jones Proxy Services will announce its final 2019 Guidelines by the end of February 2019.

Contact:

Kevin McManus
Egan-Jones Proxy Services
61 Station Road
Haverford, PA 19041
+1-703-982-1083 
kmcmanus@egan-jones.com

Egan-Jones Proxy Services (“EJP”) is a leading provider of independent proxy research, voting recommendations and voting services to a variety of institutional investors. EJP assists institutional fiduciaries in determining voting directions as well as assisting in the administrative submission of proxy voting, and provides research, recommendations, voting, and voting record retention services on various shareholder proxy voting matters. EJP was established in 2002 by the Egan-Jones Ratings Co., Inc. (“EJR”), a nationally recognized statistical rating organization (“NRSRO”) as designated by the U.S. Securities and Exchange Commission. EJR provides credit rating services for primarily institutional clients. EJP is a related division of EJR, and is not a subsidiary or stand-alone corporate entity. EJP and EJR have physical and electronic safeguards in place to prevent conflicts of interest and the sharing of client data.