Press Release

Egan-Jones 2020 Guideline Changes Implemented

Egan-Jones 2020 Guideline Changes Implemented

February 26, 2020

Haverford, PA -- Egan Jones Proxy Services ("EJPS") today announced the implementation of changes to its proxy voting guidelines for the 2020 Proxy Season.

Proposal Title

Standard

Taft-Hartley

SRI

Catholic

Conservative

Director Independence Standards:

Clarification: A nominee whose tenure on the Board hasn’t reached 10 years by the date of the meeting or up to 90 days after and provided the company discloses exact appointment date, will be excluded from recommendation to withhold from.

N/A

Inclusion into Definition of Independence: Director identified as not independent by the Company.

Addition: Alternate members of key committees will be subject to the same independence criteria as regular members

Clarification in Definition of Independence: Should not be an immediate family member of an individual who is, or at any time during the past five years was, employed by the company as an executive officer

MANAGEMENT PROPOSALS

Elimination of Supermajority Voting Provisions for Amendments to the Certificate of Incorporation and Bylaws - FOR proposals requesting elimination of supermajority voting provisions for amendments to the certificate of incorporation and bylaws.

Authorization of the Board to Fill (casual) Vacancies - FOR proposals requesting that vacancies in the number of Directors be designated as casual vacancies and that the Board of Directors be authorized to fill such vacancies as and when it deems fit. On condition that director appointed to fill such a casual vacancy shall hold office until the next annual meeting following his or her election or until his or her election or until his or her successor is elected.

Call Special Meetings - FOR management proposals asking to permit shareholders of record who beneficially own, in the aggregate, at least 25% of the Company’s outstanding common stock to call a special meeting of shareholders.

SHAREHOLDER PROPOSALS

Governance

 

Standard

Taft-Hartley

SRI

Catholic

Conservative

Shareholder Proposals Regarding Majority Voting for the Election of Directors in Uncontested meetings

FOR

Shareholder Proposals on Employee Representation on the Board of Directors

AGAINST

FOR

AGAINST

AGAINST

AGAINST

Shareholder Proposal: Human Capital Management

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: Creation of a New Technology Committee

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

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

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

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

AGAINST

Shareholder Proposal to Adopt a Mandatory Arbitration Bylaw

AGAINST

Social, Human Resources, Health, Environmental

Shareholder Proposal: Prepare an Annual Report Regarding Sexual Harassment Complaints

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 and Indigenous Peoples’ Rights and asking the Company to modify its committee charters, Bylaws and/or Articles of Incorporation, to articulate the fiduciary duties of Board and management to ensure due diligence on Human and Indigenous Peoples’ Rights.

AGAINST

FOR

FOR

FOR

AGAINST

Shareholder Proposal to Report to Shareholders on the Company’s Minimum Requirements and Standards Related to Workforce Practices.

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 Policies of Freedom of Expression - to report annually to shareholders, at reasonable expense and excluding confidential and proprietary information, regarding the Company’s policies on freedom of expression and access to information, including whether it has publicly committed to respect freedom of expression as a human right; the oversight mechanisms for formulating and administering policies on freedom of expression and access to information

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 Protein Diversification

AGAINST

AGAINST

FOR

FOR

AGAINST

Shareholder Proposal on Disclosure of Pesticide Management Data, requesting that the Company disclose, at reasonable expense and omitting proprietary information, quantitative metrics demonstrating measurable progress toward the reduction of synthetic chemical pesticide use in the Company’s supply chain.

AGAINST

AGAINST

FOR

FOR

AGAINST

Shareholder Proposal:  Suspend Memberships of Industry Associations that are Involved in Lobbying Inconsistent with the Goals of the Paris Agreement

Based on the Governance Rating score: FOR when the Company receives one of the lowest two scores on the Governance Rating; AGAINST otherwise.

FOR

FOR

FOR

AGAINST

Shareholder Proposal Requesting a Report on Water Resources Risks a report on quantitative metrics identified by the Sustainability Accounting Standards Board (SASB) as providing material information on water resource risks for the Meat, Poultry and Dairy sector at reasonable expense and excluding confidential information.

Based on the Governance Rating score: FOR when the Company receives one of the lowest two scores on the Governance Rating; AGAINST otherwise.

FOR

FOR

FOR

AGAINST

Shareholder Proposal - the Board's Nominee Disclosure Policy a policy to disclose to shareholders the following:
1. A description of the specific minimum qualifications that the Board's nominating committee believes must be met by a nominee to be on the board of directors; and
2. Each nominee's skills, ideological perspectives, and experience presented in a chart or matrix form.

Based on the Governance Rating score: FOR 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 Regarding Exclusion of Legal or Compliance Costs from Financial Performance Adjustments for Executive Compensation

AGAINST

FOR

FOR

FOR

AGAINST

Use of a Deferral Period for Certain Compensation of Senior Executives

Based on the Compensation score: FOR when the Company receives one of the lowest two scores on the Compensation Rating; AGAINST otherwise.

FOR

FOR

FOR

AGAINST

Change in recommendation

 

 

 

 

 

Executive Pay Confidential Voting
Shareholder proposals to adopt a bylaw provision restricting management's access to vote tallies prior to the annual Meeting with respect to certain executive pay matters.

N/A

N/A

N/A

N/A

AGAINST

 

See the full updated guidelines at: http://ejproxy.com/methodologies/

Comments or questions about the Egan-Jones Proxy Guideline should be directed to Ms. Magda Pacheco, Manager, Client Relations at Egan-Jones Proxy Services (mpacheco@egan-jones.com).