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					NILGOSC Voting Activity 2009 – Shareholder Resolution Appendix


TOPIC             SUBJECT                    PROPONENT            RESOLUTION                                COMPANIES         VOTE      REASONING
                                                                 For the company to prepare and issue
                                                                 a detailed report by Nov 30 2009 on
                                                                 the company's animal testing
                                                                 reduction plans. The report should                                     Based on the company’s existing
                                                                 address contracting lab operations as                                  animal welfare testing policies,
                                                                 well as the company's own animal                                       related oversight mechanisms,
                                                                 use. Finally the proponents                                            regulatory requirements which
                                             The Physicians      recommend the consideration of                                         require animal testing, and the cost
                                             Committee for       creating a management position to                                      and burden of producing such a
                                             the Responsible     implement a reduction in animal            Abbot                       detailed report, shareholder support
Animal Welfare    Report on Animal Testing   Medicine            testing.                                   Laboratories      Against   for the resolution is not warranted.
                                                                 For the company to produce a                                           Shareholders would not gain a
                                                                 comprehensive report, at reasonable                                    significant informational benefit in
                                                                 cost and omitting proprietary                                          exchange for the resources and
                                             The Sisters of      information, on the company's                                          potential competitive disadvantages
                  Report on spaced-based     Mercy of the        involvement in the space-based             Lockheed                    that the company would face by
Arms              weapons program            Americas            weapons program.                           Martin Corp       Against   fulfilling the filers' request.
                                             Jewish Voice for
                                             Peace along with
                                             a number of co-     Requesting the company report on its                                   The existing combination of federal
                                             filling members     foreign sales of weapons-related                                       regulation and the necessity to limit
                                             of the Interfaith   products, and other equipment and                                      disclosure where it could affect the
                                             Centre on           services related to those products for                                 company's competitive advantage
                  Report on Foreign Military Corporate           the past ten years, including country                                  outweigh the potential benefits that
Arms              Sales                      Responsibility.     of destination.                            Caterpillar Inc   Against   may be derived from this proposal.
                                                                 Requesting the company report to
                                                                 shareholders on the significant
                                                                 promises (including technology                                         The existing combination of federal
                                                                 transfers) the company has made to                                     regulation and the necessity to limit
                                                                 foreign governments or firms as part                                   disclosure where it could affect the
                                             The Sisters of      of any foreign military sale in order to   United                      company's competitive advantage
                  Report on Foreign Military Charity of Saint    offset the cost of the purchased           Technologies                outweigh the potential benefits that
Arms              Sales offsets              Elizabeth           weapons                                    Corp              Against   may be derived from this proposal.
                                                                 For the board to take necessary steps
                                                                 to adopt a policy or amend the
                                                                 company's bylaws to require that,
                                                                 whenever possible and subject to any
                                                                 presently existing contractual
                                                                 obligations, the position of the
                                                                 chairman of the board be held by an
                                             Texas               independent director who has not           Texas                       NILGOSC will generally support calls
Board             Require an Independent     Instruments         served as an executive officer of the      Instruments                 for the appointment of an
Composition       board chairman             Shareholder         company.                                   Inc               For       independent chairman.
NILGOSC Voting Activity 2009 – Shareholder Resolution Appendix


TOPIC             SUBJECT                    PROPONENT          RESOLUTION                              COMPANIES      VOTE      REASONING
                                                               Requesting that the board amend its
                                                               bylaws to provide that the positions of
                                                               the chairman and the CEO not be held
                                             Services          by the same person. The proponent
                                             Employees         asks that the position of the chairman                            NILGOSC will generally support calls
Board             Require an Independent     International;    of the board be filled by an             Wells Fargo              for the appointment of an
Composition       board chairman             Union             independent director.                    and Company    For       independent chairman.
                                                               Requesting the company to repeal its
                                                               classified board structure and elect all
                                                               directors annually. Currently the board The McGraw-
Board             Declassify the board of                      comprises three director classes. Each Hill Companies             NILGOSC will generally support the
Composition       directors                  Kenneth Steiner of which serves a three-year term          Inc            For       annual election of directors.
                                                               Requesting that board take the
                                                               necessary steps to adopt a policy to
                                                               require an independent board             The McGraw-              NILGOSC will generally support calls
Board             Require an Independent     Central Laborers' chairman who has not previously been Hill Companies               for the appointment of an
Composition       Board Chairman             Pension Fund      an executive officer of McGraw-Hill.     Inc            For       independent chairman.
                                                                                                                                 NILGOSC will generally support calls
Board             Require an Independent     SEIU Master       To amend bylaws to require that the Bank of                       for the appointment of an
Composition       Board Chairman             Trust             chairman be an independent director. America Corp       For       independent chairman.
                                                               Proposal to repeal the company's
Board             Declassify the board of    Ram Trust         classified board structure and for the                            NILGOSC will generally support the
Composition       directors                  Services          annual election of all directors       Corning Inc      For       annual election of directors.
                  Amend Article 11 of
                  bylaws Re: nomination of
                  employees shareholders     Worker's Council For a new procedure for election of a                              This resolution is too restrictive and
Board             representative to the      and Employee     shareholder employee as a board                                    the positive aspects are not
Composition       board of directors         Shareholders     member.                                 Total SA         Against   determined.
                                                                                                                                 Adoption would create additional
                  Amend by-laws to                                                                                               costs without assuring enhanced
                  establish board US                           To amend bylaws to provide for a       The Goldman                oversight beyond the company's
Board             economic security                            board committee on US economic         Sachs Group                existing risk management
Composition       committee                  John Harrington   security                               Inc              Against   framework.
                                                              Calling for the board to require that                              NILGOSC will generally support calls
Board             Require an Independent                      the chair not simultaneously serve as Prudential                   for the appointment of an
Composition       Board Chairman             Mr Michael Hirsh the CEO.                              Financial inc      For       independent chairman.
NILGOSC Voting Activity 2009 – Shareholder Resolution Appendix


TOPIC             SUBJECT                   PROPONENT            RESOLUTION                          COMPANIES         VOTE   REASONING




                                                            Requesting that as the terms in office
                                                            of elected directors expire, at least
                                           Stichting        one candidate shall be selected and
                                           Pensioenfonds    recommended for election to the                                   NILGOSC supported this shareholder
                  Request director nominee ABP              company's board who has a high level     Freeport-                resolution as there is a lack of
Board             environmental            (Netherlands) et of environmental expertise and who       McMoRan                  independent influence on the board's
Composition       qualifications           al               qualifies as an independent director.    Copper & Gold For        public policy committee.
                                                            Proposal to repeal the company's
Board             Declassify the board of                   classified board structure and for the                            NILGOSC will generally support the
Composition       directors                Shareholders     annual election of all directors         Caterpillar Inc   For    annual election of directors.
                                                             Amend the company's bylaws to                                    NILGOSC will generally support calls
Board             Require an Independent                     require an independent chairman of                               for the appointment of an
Composition       Board Chairman            Shareholders     the board.                              Caterpillar Inc For      independent chairman.
                                                             Requesting that the board undertake a
                                                             review of its director recruitment
                                                             policies, focusing on the nomination of
Board             Review director                            current and former CEOs of other        The Toronto-             Current recruitment procedures
Composition       recruitment policies      Robert Verdun    corporations to the board               Dominion Bank Against    adhere to best practice
                                                             Requesting that the bank adopt a
                  Adopt policy limiting the                  governance rule to limit the number of                           Adoption could limit the board's
Board             number of board seats per                  board seats a director may sit on at    The Toronto-             ability to recruit qualified directors.
Composition       Director                  MEDAC            four.                                   Dominion Bank Against    Overly restrictive proposal.
                                                             Requesting that the board adopt a
                                                             policy stipulating that 50% of new
                  Adopt policy to increase                   candidates nominated as directors be                             The company's current commitment
Board             the number of women                        women until parity between men and The Toronto-                  to gender diversity adheres to best
Composition       directors                 MEDAC            women is achieved.                      Dominion Bank Against    practice.
                                                             For the company to allow shareholders
                  Advisory vote to ratify                    an advisory vote on executive                                    NILGOSC will generally support the
                  named executive officers'                  compensation at each annual general                              introduction of advisory votes on
Compensation      compensation              Gretchen Parrish meeting of shareholders.                Eli Lilly and Co For     remuneration.
                                            Walden Asset
                                            Management and
                                            the              Requesting that the board adopt a
                  Advisory vote to ratify   communications policy that enables shareholders to                                NILGOSC will generally support the
                  named executive officers' Workers of       vote on an advisory resolution to                                introduction of advisory votes on
Compensation      compensation              America          ratify the executives’ compensation.    General Electric For     remuneration.
NILGOSC Voting Activity 2009 – Shareholder Resolution Appendix


TOPIC             SUBJECT                     PROPONENT          RESOLUTION                               COMPANIES     VOTE      REASONING
                                                                                                                                  The company's policy to pay
                                                                                                                                  dividends on unvested restricted
                                                                                                                                  stock may result in significant
                                                                                                                                  income that is not performance-
                                                                 Requesting the company to adopt a                                based, the adoption of the policy
                  Adopt a policy to cease the                    policy that the company will no longer                           providing shares are vested prior to
                  payments to senior                             pay dividends or equivalent payments                             the shares being paid on restricted
                  executives for shares not                      to senior executives of the company                              stock would minimise costs to
Compensation      owned.                      The IUE-CWA        for shares they do not own.            General Electric For      shareholders

                                                                                                                                  Seeking shareholder approval after
                                                                                                                                  the material terms of the contract
                                                                                                                                  are agreed upon would give the
                                                                                                                                  board a framework within which to
                  Submit severance            The National       Requesting for the board to seek                                 work and may prevent the excessive
                  agreement to shareholder Legal and Policy      shareholder approval of certain future                           "pay for failure" packages that have
Compensation      vote.                       Center             severance with senior executives.      General Electric For      been witnessed at other companies.
                                              The City of
                                              Philadelphia                                                                        The potential golden coffins
                                              Public Employees                                                                    payments to be made upon the
                  Adopt a policy in which the Retirement     Adopt a policy of obtaining                                          death or disability of an executive do
                  company will not make or System and the    shareholder approval of any future                                   not reinforce the company's pay-for-
                  promise to make any         Miami Fire     agreements that would obligate                                       performance philosophy. It is unclear
                  death benefit payments to Fighters' Relief Lockheed to make any death benefit           Lockheed                how Lockheed shareholders would
Compensation      senior executives.                         payments to its executives.
                                              and Pension Fund                                            Martin Corp   For       benefit from these payouts.
                                                             Adopt a policy giving shareholders the
                                                             opportunity at each annual general
                                                             meeting of shareholders to vote on an
                                                             advisory resolution proposed by
                                                             company's management, to ratify the
                                                             compensation of the named executive
                                                             officers set forth in the proxy
                                                             statement's summary table (SCT) and
                  Advisory vote to ratify                    the accompanying narrative disclosure                                NILGOSC will generally support the
                  named executive officers'                  of material factors provided to              Lockheed                introduction of advisory votes on
Compensation      compensation                John Chevedden understand the SCT.                          Martin Corp   For       remuneration.
                                                                                                                                  Proposal is too restrictive. It would
                                                                                                                                  impair the compensation
                                                                                                                                  committee's ability to design an
                                                                 Prohibit the grant of future new stock                           appropriate mix of awards to
                                                                 options to senior executives and to                              executives and could put the
                  Limit/Prohibit Executive                       prohibit the repricing or renewal of the                         company at a disadvantage relative
Compensation      Stock-Based Awards          Evelyn Y Davis     currently outstanding stock options.     Pfizer Inc    Against   to its peers.
NILGOSC Voting Activity 2009 – Shareholder Resolution Appendix


TOPIC             SUBJECT                     PROPONENT          RESOLUTION                             COMPANIES        VOTE   REASONING
                  Advisory vote to ratify     Christopher      Allow the shareholders an advisory                               NILGOSC will generally support the
                  named executive officers'   Reynolds         vote on executive compensation at                                introduction of advisory votes on
Compensation      compensation                Foundation       each annual meeting of shareholders. Pfizer Inc           For    remuneration.
                                                               To adopt a policy that provides
                  Advisory vote to ratify     The Unitarian    shareholders to vote on an advisory                              NILGOSC will generally support the
                  named executive officers'   Association of   resolution to ratify the executives'     Abbot                   introduction of advisory votes on
Compensation      compensation                Congregations    compensation                             Laboratories     For    remuneration.
                                                               Adopt a policy requiring the named
                                                               executives to retain 75% of the shares
                                                               acquired through the company's
                                                               compensation plans, excluding tax-
                                                               deferred retirement plans, for two
                                                               years following the termination of the
                                                               employment, and to report to
                                                               shareholders regarding the policy                                A more rigorous policy such as that
                                                               before the Company's 2010 annual                                 proposed may be better address
                                                               meeting. The policy should prohibit                              shareholders' concerns about
                                                               hedging transactions that are not        PNC Financial           obtaining strong links between the
                  Stock retention/Holding     The AFL-CIO      sales but offset the risk of loss to the Services Group          interests of top executives and long-
Compensation      Period                      Reserve Fund     executive.                               Inc              For    term shareholder value.
                                                               Adopt a policy that provides
                  Advisory vote to ratify                      shareholders the opportunity to vote                             NILGOSC will generally support the
                  named executive officers'                    on an advisory resolution to ratify the Marathon Oil             introduction of advisory votes on
Compensation      compensation                Chris Rossi      executives' compensation                 Corp             For    remuneration.
                  Advisory vote to ratify                      Adopt a policy granting shareholders                             NILGOSC will generally support the
                  named executive officers'                    an advisory vote on executive            Bank of                 introduction of advisory votes on
Compensation      compensation                Kenneth Steiner compensation.                             America Corp     For    remuneration.
                                                               To urge the board of directors and its
                                                               compensation committee to
                                                               implement the following set of
                                                               executive compensation reforms that
                  TARP related                Indiana Laborers impose important limitations on senior   Bank of                 Current disclosure of compensation
Compensation      compensation                Pension Fund     executive compensation                   America Corp     For    changes is inadequate.
NILGOSC Voting Activity 2009 – Shareholder Resolution Appendix


TOPIC             SUBJECT                     PROPONENT          RESOLUTION                            COMPANIES         VOTE      REASONING

                                                                                                                                   The proponent's argument for
                                                                                                                                   additional disclosure is not
                                                                                                                                   compelling and the benefits of such
                                                                Requesting that the future proxy                                   disclosures are unclear. Further, the
                                                                statements expand disclosure of                                    additional disclosures are not
                                                                compensation to include certain                                    required by the SEC and could
                                                                executive officers, beyond the named                               provide competitors with sensitive
                                                                executive officers, who are                                        compensation information that could
                                                                contractually entitled to receive in                               place the company at a potential
                  Increase disclosure of                        excess of $500,000 annually as a base Bristol-Myers                disadvantage regarding hiring and
Compensation      executive compensation      Evelyn Y Davis    salary.                               Squibb Co.         Against   retaining executive talent.
                                                                Requesting that the board adopt a
                                              Unitarian         policy that provides shareholders the
                  Advisory vote to ratify     Universalist      opportunity to vote on an advisory                                 NILGOSC will generally support the
                  named executive officers'   Association of    resolution to ratify the executives'  Bristol-Myers                introduction of advisory votes on
Compensation      compensation                Congregations     compensation                          Squibb Co.         For       remuneration.
                                                                To adopt a policy requiring that senior                            The current guidelines are not
                                                                executives retain a significant                                    rigorous enough and should go
                                                                percentage of shares acquired through                              beyond the standard 5x salary for
                                                                equity compensation programs until                                 CEOs. In addition, the company does
                                                                two years following the termination of                             not have a retention ratio nor a
                                                                their employment and to report to                                  holding period requirement. Further,
                                                                shareholders regarding the policy                                  the company does not address post
                  Stock retention/Holding                       before Danaher's 2010 annual                                       termination holding period
Compensation      Period                      Shareholders      meeting.                                  Danaher Corp   For       requirements
                                                                To adopt an advisory vote after re-       Potash
                  Advisory vote to ratify                       examining recent trends and speaking Corporation of                NILGOSC will generally support the
                  named executive officers'                     with stakeholders of the company who Saskatchewan                  introduction of advisory votes on
Compensation      compensation                Meritas Financial are in favour of this practice.           Inc            For       remuneration.
                                                                To foresee the disclosure of the
                                                                individual allocation of stock options
                  Amend Article 19 of         Worker's Council and restricted shares to the ten
                  bylaws Re: disclosure of    and Employee      mostly highly compensated employees                                The company's current disclosure is
Compensation      individual stock plans      Shareholders      who are not corporate officers.           Total SA       Against   adequate.
                                                                To authorise the board to grant free
                                                                shares representing up to 0.2 percent
                                                                of issued capital for use in a restricted
                                                                stock plan. The authorisation would be                             Given the absence of information on
                  Approve restricted stock    Employee          valid for 26mths and would replace all                             performance criteria, this proposal
Compensation      plan to all employees       shareholders      outstanding authorisations.               Total SA       Against   warrants opposition.
NILGOSC Voting Activity 2009 – Shareholder Resolution Appendix


TOPIC             SUBJECT                     PROPONENT         RESOLUTION                                COMPANIES         VOTE      REASONING
                                                               Requesting that the board adopt a
                  Advisory vote to ratify                      policy that provides shareholders to                                   NILGOSC will generally support the
                  named executive officers'   Mr William       vote on an advisory resolution to          Prudential                  introduction of advisory votes on
Compensation      compensation                Creighton        ratify the executives' compensation.       Financial inc     For       remuneration.
                                                               Requesting that the board adopt a
                                                               policy that provides shareholders the
                  Advisory vote to ratify                      opportunity to vote on an advisory                                     NILGOSC will generally support the
                  named executive officers'   Mr Ray T.        resolution to ratify executives'                                       introduction of advisory votes on
Compensation      compensation                Chevedden        compensation.                              PG&E Corp         For       remuneration.
                                                               Requesting that the board adopt a
                                                               policy that provides shareholder the
                  Advisory vote to ratify     The Connecticut opportunity too vote on an advisory                                     NILGOSC will generally support the
                  named executive officers'   Retirement Plans resolution to ratify the executives'                                   introduction of advisory votes on
Compensation      compensation                and Trust Fund   compensation.                              Wellpoint Corp For          remuneration.
                                                               Requesting that the board adopt a
                                                               policy that provides shareholders the
                  Advisory vote to ratify     The Nathan       opportunity to vote on an advisory         UnitedHealth                NILGOSC will generally support the
                  named executive officers'   Cummings         resolution to ratify the executives'       Group                       introduction of advisory votes on
Compensation      compensation                Foundation       compensation.                              Incorporated.     For       remuneration.

                                                               Requesting that the board of directors                                 NILGOSC voted against the
                                                               establish a pay-for-superior-                                          compensation committee for
                                                               performance principle by establishing                                  excessive payments under incentive
                  Pay for Superior                             an executive compensation plan for         Wal-Mart                    schemes. Therefore, this proposal
Compensation      performance                 Shareholders     senior executives.                         Stores Inc        For       warranted a for vote.
                                                               Adopt a policy that provides
                  Advisory vote to ratify                      shareholders the opportunity to vote                                   NILGOSC will generally support the
                  named executive officers'                    on an advisory resolution to ratify the    Wal-Mart                    introduction of advisory votes on
Compensation      compensation                Shareholders     executives' compensation                   Stores Inc        For       remuneration.
                                                               Proposed shareholder approval of the
                                                               following statement: "all incentive
                                                               compensation and terminal pay for
                                                               named executive officers shall be in
                                                               the form of stock options that will vest
                                                               at a time certain in the future and                                    This proposal would interfere with
                  Stock retention/Holding                      cannot be exercised until 5 years after    Wal-Mart                    grant practices without providing
Compensation      Period                      Shareholders     vesting."                                  Stores Inc        Against   benefits to shareholders.
                                                                                                                                      NILGOSC will generally support
                  Limitation on                                Adopt a policy pertaining to the                                       proposals to ensure the
                  compensation consultant                      retention of compensation                                              independence of external pay
Compensation      services                    Shareholders     consultants.                               Caterpillar Inc   For       consultants.
NILGOSC Voting Activity 2009 – Shareholder Resolution Appendix


TOPIC             SUBJECT                   PROPONENT           RESOLUTION                           COMPANIES       VOTE   REASONING
                                                               Requesting that the board adopt a
                                                               policy that provides shareholders the
                  Advisory vote to ratify                      opportunity to vote on an advisory                           NILGOSC will generally support the
                  named executive officers'                    resolution to ratify the executives'                         introduction of advisory votes on
Compensation      compensation               Michael Loeb      compensation.                         Yahoo! Inc      For    remuneration.
                                                               For the company to allow shareholders
                  Advisory vote to ratify                      an advisory vote on executive                                NILGOSC will generally support the
                  named executive officers'                    compensation at each annual general The Toronto-             introduction of advisory votes on
Compensation      compensation               Meritas Financial meeting of shareholders.              Dominion Bank   For    remuneration.
                                                               Requesting the board to undertake a
                                                               comprehensive review of the bank's
                                                               executive compensation. The review
                                                               should ensure that incentives do not
                                                               encourage extreme risks, and that
                                                               bonuses are paid out only when long-
                                                               term performance has been proven to
                                                               be sound and sustainable and lead to
                                                               new policies to place before
                  Review Executive                             shareholders for approval in one      The Toronto-           Proposal is line with NILGOSC policy
Compensation      Compensation Programs      Robert Verdun     year's time.                          Dominion Bank   For    on Executive Remuneration.
                                                               Requesting that the board adopt a
                                             Mercy             policy that provides shareholders the
                  Advisory vote to ratify    Investment        opportunity to vote on an advisory    Honeywell              NILGOSC will generally support the
                  named executive officers' Program/Sisters resolution to ratify the executives'     International          introduction of advisory votes on
Compensation      compensation               of Mercy          compensation.                         Inc             For    remuneration.
                                                               Requesting that the compensation
                                                               committee adopt a policy that the
                                                               company will not make or promise to
                                                               make its senior executives any tax
                                                               gross-up payment, except for gross-
                                                               ups provided pursuant to a plan,
                                                               policy or arrangement applicable to                          NILGOSC does not support any
                                                               management employees of the                                  payment to directors which is in
                                                               company generally, such as a          Honeywell              excess of shareholder approved
                                                               relocation or expatriate tax          International          contractual rights or is not related to
Compensation      Adopt Anti Gross-up policy AFSCME Fund       equalisation policy.                  Inc             For    a performance target.
                                                               For the company to allow shareholders
                  Advisory vote to ratify                      an advisory vote on executive                                NILGOSC will generally support the
                  named executive officers'                    compensation at each annual general The Toronto-             introduction of advisory votes on
Compensation      compensation               MEDAC             meeting of shareholders.              Dominion Bank   For    remuneration.
NILGOSC Voting Activity 2009 – Shareholder Resolution Appendix


TOPIC             SUBJECT                   PROPONENT         RESOLUTION                              COMPANIES      VOTE   REASONING
                                                             Request the board of directors to
                                                             adopt the following principles relating
                                                             to the employment of any named
                                                             executives:
                                                             1) If the company enters into an
                                                             employment agreement (the
                                                             “Agreement”) with a NEO, the
                                                             Agreement must have a specified
                                                             termination date, not to exceed three
                                                             years, and should not contain an
                                                             “evergreen” clause that provides for                           Acknowledging that the company
                                                             automatic renewal without                                      has adopted a position this year that
                                                             shareholder approval.                                          it will not agree to any tax-
                                                             2) The Company should not permit the                           reimbursements or gross-up
                                                             accelerated vesting of stock options,                          provisions in any future executive
                                            American         restricted stock, and other equity-                            officer compensation arrangement,
                                            Federation of    based awards.                                                  this proposal warrants shareholder
                                            Labor and        3) The Company should not provide                              support because the company did
                                            Congress of      for excise tax gross-ups or any other                          not effectively address the auto-
                  Adopt Employment          Industrial       kind of similar make-whole                                     renewal feature in the potential
Compensation      Contract                  Organisations    arrangements.                            Danaher Corp   For    future arrangements.
                                                             Requesting that the company provide
                                                             a report, updated semi-annually, on
                                                             Wells Fargo's direct and indirect
                                                             political contributions and trade
                                                             association expenditures made with
                                                             corporate funds. The report should
                                                             include an accounting of the
                                                             company's funds that are used for
                                                             such contributions, identification of
                                                             the person or persons in the company
                                                             who participated in making the
                                                             decision to contribute, and internal
                                                             policies, guidelines and procedures
                                                             that govern its political contributions.
                                                             The report should be submitted to the                          NILGOSC supports the full disclosure
                                            Firefighters'    company's Audit Committee or other                             of political contributions and would
                                            Pension System   relevant oversight committee and                               like to see an improvement in the
                  Report on Political       of the City of   disclosed to shareholders on the         Wells Fargo           company's disclosure of political
Donations         Contributions             Kansas City      company website.                         and Company    For    donations.
NILGOSC Voting Activity 2009 – Shareholder Resolution Appendix


TOPIC             SUBJECT                   PROPONENT            RESOLUTION                                COMPANIES      VOTE   REASONING
                                                                Requesting that the company provide
                                                                a report, updated semi-annually, on
                                                                its direct and indirect political
                                                                contributions and trade association
                                                                expenditures made with corporate
                                                                funds. This report should disclose an
                                                                accounting of the company’s funds
                                                                that are used for such contributions,
                                                                identification of the person or persons
                                                                in the company who participated in
                                                                making the decision to contribute, and
                                                                internal policies, guidelines, and
                                                                procedures that govern its political
                                                                contributions. The report should be
                                                                submitted to the company’s Audit                                 NILGOSC supports the full disclosure
                                                                Committee or other relevant oversight                            of political contributions and would
                                            Nathan              committee and disclosed to                 The McGraw-           like to see an improvement in the
                  Report on Political       Cummings            shareholders on the company Web            Hill Companies        company's disclosure of political
Donations         Contributions             Foundation          site                                       Inc            For    donations.
                                                                For the company to provide a report,                             NILGOSC supports the full disclosure
                                                                updated semi-annually, on its direct                             of political contributions and would
                                                                and indirect political contributions and   The Goldman           like to see an improvement in the
                  Report on Political       Domini Social       payments to trade association used         Sachs Group           company's disclosure of political
Donations         Contributions             Investments         for political purposes.                    Inc            For    donations.

                                            The Teamsters   For the company to provide a report,                                 NILGOSC supports the full disclosure
                                            General Fund of updated semi-annually, on its direct                                 of political contributions and would
                                                            and indirect political contributions and
                                            the International                                                                    like to see an improvement in the
                  Report on Political       Brotherhood of  payments to trade association used                                   company's disclosure of political
Donations         Contributions             Teamsters       for political purposes.                        Google Inc     For    donations.
                                                            Requesting that the company provide
                                                            a report, updated semi-annually, on
                                                            its direct and indirect political
                                                            contributions and payments made                                      NILGOSC supports the full disclosure
                                                            with corporate funds to trade                                        of political contributions and would
                                                            associations and other tax-exempt              Marsh &               like to see an improvement in the
                  Report on Political       AFL-CIO Reserve organisations to support political             McLennan              company's disclosure of political
Donations         Contributions             Fund            activities.                                    Companies Inc For     donations.
NILGOSC Voting Activity 2009 – Shareholder Resolution Appendix


TOPIC             SUBJECT                   PROPONENT         RESOLUTION                                COMPANIES     VOTE      REASONING
                                                             Requesting the company to provide a
                                                             report, updated semi-annually, on its
                                                             direct and indirect political
                                                             contributions and payments to trade
                                                             associations used for political
                                                             purposes. This report should include
                                                             an accounting of the company's funds
                                                             that are used for such contributions,
                                                             identification of the person or persons
                                                             in the company who participated in
                                                             making the decision to contributions
                                                             and internal policies, guidelines, and
                                                             procedures that govern its political
                                                             donations. The report should be                                    NILGOSC supports the full disclosure
                                            Firefighters'    submitted to the company's Audit                                   of political contributions and would
                                            Pension System   committee or other relevant oversight                              like to see an improvement in the
                  Report on Political       of the City of   committee and disclosed to                 Wal-Mart                company's disclosure of political
Donations         Contributions             Kansas City      shareholders on the company website.       Stores Inc    For       donations.
                                                             Prepare a global warming report, at a
                                                             reasonable expense and omitting
                                                             proprietary information, by October
                                                             2009. The report should disclose how
                                                             action taken by Exelon to reduce its
                                                             impact on global climate change has
                                                             been effective and/or will affect global
                                                             climate change in the future. The
                                                             requested report should discuss mean
                                                             global temperature, undesirable                                    The resolution is considered
                                           Free enterprise   weather-related events and disasters       Exelon                  unnecessary and impractical and the
Environmental     Report on Global Warming Action Fund       avoided.                                   Corporation   Against   board's response is sufficient.

                  Evaluate the potential                                                                                        The company has exhibited
                  conversion of the                                                                                             prolonged poor performance but the
                  corporation's business                                                                                        value maximisation proposal does
                  units into four or more                    Asking the board of directors to                                   not warrant shareholders support at
                  public corporations and                    commission an independent study to                                 this time. The company has good
Financials        distribute new shares     John Hepburn     evaluate a break-up of the company. General Electric Against       governance practices.
                                                             For the company to produce a report                                The proposal is not prescriptive and
                                                             that evaluates its lending, marketing                              affords the company a degree of
                                                             and collection practices which could be                            flexibility in the scope of its
                  Report on Predatory       Domini Social    considered predatory and their impact Bank of                      response. Current disclosure is
Financials        Lending Policies          Investments      on borrowers.                           America Corp For           inadequate.
NILGOSC Voting Activity 2009 – Shareholder Resolution Appendix


TOPIC             SUBJECT                     PROPONENT           RESOLUTION                                COMPANIES      VOTE      REASONING
                                                                 To prohibit the company from paying
                                                                 fees to the company's audit firm for
                  Limit Auditor from                             any services other than for audit                                   NILGOSC will support any effort to
                  providing non-audit                            activities that are required by state or   State Street             limit non-audit services provided by
Financials        services                     Patrick A Jorstad federal law                                Corp           For       auditors.
                                                                 Proposes the creation of a new EUR
                                                                 54.5 million ($72.2 million) pool of
                                                                 capital from the management board
                  Approve creation of EUR                        would be authorised to issue new
                  54.5 million pool of capital                   shares for a period of five years until                             The limits exceed 5% of issued share
Financials        without pre-emptive rights Unnamed             May 31,2014                                Q-Cells SE     Against   capital.
                                                                 Requests that the board undertake a
                                                                 comprehensive review of short selling
                                                                 and, if warranted, bring forward a
                                                                 policy for consideration by
                                                                 shareholders and, if necessary, for
                  Review Short-selling                           submission to legislators and              The Toronto-
Financials        programs                     Robert Verdun     regulators.                                Dominion Bank Against    This is a regulatory matter.
                                                                                                                                     Management should be afforded the
                                                                                                                                     flexibility to make decisions on
                                                                                                                                     specific public policy positions based
                                                                 To adopt principles for the health care                             on there own assessment of the
                  Adopt principles for health Sisters of Charity reform such as those based on the       Abbot                       most beneficial health care
Health            care reform                 of Saint Elizabeth Institute of Medicine's principles.     Laboratories      Against   strategies for the company.
                                                                                                                                     Management should be afforded the
                                                                                                                                     flexibility to make decisions on
                                                                                                                                     specific public policy positions based
                                                              To adopt principles for the health care                                on there own assessment of the
                  Adopt principles for health AFL-CIO Reserve reform such as those based on the       Bank of                        most beneficial health care
Health            care reform                 Fund            Institute of Medicine's principles.     America Corp         Against   strategies for the company.
                                                                                                                                     Based on the lack of company
                                                                                                                                     policies relating to dental amalgam
                                                                                                                                     risks and opportunities, providing
                                                                                                                                     the heightening regulatory
                                                                                                                                     oversights of dental amalgam in the
                                                                                                                                     United States and abroad, and given
                                                              Requesting the company prepare a                                       the persistent debates over the
                                                              report by Dec 31 2009 at reasonable                                    safety of such products, there
                                                              cost omitting propriety information                                    appears to be a reasonable basis for
                                                              identifying policy options for                                         Danaher to better inform
                                            Dominican Sisters eliminating exposure of the                                            shareholders of its policies relating
                  Report on Mercury Product of Hope and       environment and dental consumers to                                    to the products which could pose
Health            Policies.                 Trinity Health    mercury from the company's product. Danaher Corp             For       risks to human health.
NILGOSC Voting Activity 2009 – Shareholder Resolution Appendix


TOPIC             SUBJECT                     PROPONENT          RESOLUTION                                COMPANIES      VOTE      REASONING
                                              The American                                                                          Management should be afforded the
                                              Federation of                                                                         flexibility to make decisions on
                                              Labor and                                                                             specific public policy positions based
                                              Congress of       Adopt principles for health care reform                             on there own assessment of the
                  Adopt principles for health Industrial        based upon the Institute of Medicine                                most beneficial health care
Health            care reform                 Organisations     principles                              Google Inc        Against   strategies for the company.
                                                                Requesting that the board annually
                                                                report on the products manufactured
                                                                by licensees and sold under Mattel's
                                                                brand names in order that
                                                                shareholders can be assured of both
                                                                the product's safety and quality, and
                  Report on product safety    Marie-Claire      working conditions under which they                                 The company's current disclosure is
Health            and working conditions      Hessler-Grisel    were produced.                          Mattel Inc        Against   adequate.
                                                                                                                                    Management should be afforded the
                                                                                                                                    flexibility to make decisions on
                                                                                                                                    specific public policy positions based
                                                              To adopt principles for the health care Honeywell                     on there own assessment of the
                  Adopt principles for health AFL-CIO Reserve reform such as those based on the       International                 most beneficial health care
Health            care reform                 Fund            Institute of Medicine's principles.     Inc                 Against   strategies for the company.
                                                                                                                                    Based on the company's
                                                                                                                                    participation in the GNI and, as a
                                                                                                                                    signatory, its formal institution of
                                                                                                                                    policies to help protect the freedom
                  Adopt policies to protect   The Office of the For the company to institute policies                               of access to the internet, the
                  freedom of access to the    Comptroller of    to protect freedom of access to the                                 resolution does not warrant
Human Rights      internet                    New York City     internet.                                  Google Inc     Against   shareholder support.
                  Amend EEO Policy to                           Requesting the company amend its
                  prohibit discrimination     The New York      written equal employment opportunity                                NILGOSC will normally vote for
                  based on sexual             City Employees' policy to explicitly prohibit                                         proposals calling for action on equal
                  orientation and gender      Retirement        discrimination based on sexual             Anadarko                 employment opportunity and anti-
Human Rights      identity.                   System            orientation and gender identity.           Petroleum Corp For       discrimination.
                                                                Requesting the company create a
                                                                policy articulating Intel's respect for,
                  Adopt policy on human       Northstar Asset and commitment to, the Human Right                                    The company's current disclosure is
Human Rights      rights to water             Management        to Water                                   Intel Corp     Against   adequate.
                  Amend EEO Policy to                           Requesting that Wal-Mart amend its
                  prohibit discrimination                       written equal employment opportunity                                NILGOSC will normally vote for
                  based on sexual             Unitarian         (EEO) policy to explicitly prohibit                                 proposals calling for action on equal
                  orientation and gender      Universalist      discrimination based on both sexual        Wal-Mart                 employment opportunity and anti-
Human Rights      identity.                   Association       orientation and gender identity.           Stores Inc     For       discrimination.
NILGOSC Voting Activity 2009 – Shareholder Resolution Appendix


TOPIC             SUBJECT                    PROPONENT           RESOLUTION                             COMPANIES        VOTE      REASONING

                                                                                                                                   Based on concerns over whether the
                                                                                                                                   implementation of the proposal
                                                                                                                                   would effectively address the
                                                                                                                                   proponent's underlying concerns
                                                                                                                                   regarding caterpillar's support for
                                                                                                                                   Federal GHG legislation and
                                                                                                                                   providing the cost and burden of
                                                                                                                                   producing such a detailed report
                                                                                                                                   which would likely require significant
                                                               Requesting the company report on its                                updates in order for the reporting to
                                                               process of identifying and prioritising                             remain relevant, there is
                  Report on lobbying         Free enterprise   legislative and public policy advocacy                              questionable utility and benefits of
Human Rights      priorities.                Action Fund       activities.                             Caterpillar Inc   Against   the requested report.
                                                               Requesting the company to provide
                                                               shareholders an annual list of
                                                               company vice presidents, consultants,
                                                               legal counsel, investment bankers,
                                                               director and lobbyists that served in
                                                               any governmental capacity in the
                                                               previous 5 yrs. The report should
                                                               include information about whether the
                                                               listed employees engaged in any
                  Report on Government                         matter that had a bearing on the        Bank of
Other             Service of Employees       Evelyn Y Davis    company or its subsidiaries.            America Corp      Against   Current disclosure is adequate.

                                                                                                                                   The company has already taken
                                                                                                                                   adequate steps, therefore it is not
                                                               Requesting that the board steps to                                  necessary for the company to
                  Reincorporate in another                     incorporate the company in North                                    reincorporate in North Dakota to
Other             state                      Chris Rossi       Dakota.                                  PG&E Corp        Against   improve or enhance its governance.
                                                                                                                                   Given    the     company's      overall
                                                               Calling for the board to reincorporate                              governance practices, recent positive
                                                               the company in North Dakota and to                                  governance         changes,        and
                                                               elect that the company be subject to     Marsh &                    responsiveness to shareholders, the
                  Reincorporate in another                     the North Dakota Publicly Traded         McLennan                   proposed       reincorporation       is
Other             state                      Mark Filiberto    Corporations Act.                        Companies Inc Against      unwarranted.
NILGOSC Voting Activity 2009 – Shareholder Resolution Appendix


TOPIC             SUBJECT                      PROPONENT         RESOLUTION                            COMPANIES       VOTE       REASONING
                                                                                                                                  The reincorporation would positively
                                                                                                                                  impact shareholder rights based on
                                                                                                                                  comparison of state statutes and
                                                                                                                                  overall governance provisions. The
                                                                                                                                  board ignored a clear shareholder
                                                              Requesting that the board initiate the                              mandate to enable shareholders
                                                              appropriate process to change the                                   holding ten percent of the company's
                  Reincorporate in another                    company's state of incorporation from                               common stock to call a special
Other             state                        John Chevedden Delaware to North Dakota.              Staples Inc   For            meeting.
                                                              Recommend that the company take
                                                              the necessary steps to issue a stock
                                                              certificate of ownership of the                                     Per RiskMetrics recommendation,
                                                              company to any shareholder who                                      this would not provide a better
                  Issue Stock Certificate of                  requests it upon payment of a                                       protection against loss or theft and
Other             Ownership                    Evelyn Y Davis reasonable fee if so requested.        NYSE Euronext Against        may reduce efficiency of transactions
                                                                                                                                  Requiring more than a simple
                                                                 For the company to fully adopt simple                            majority may permit management to
                                                                 majority vote requirements in the                                entrench itself by blocking initiatives
Shareholders      Reduce Supermajority         Dana Chatfield    company's articles of incorporation                              that are in shareholders' best
Rights            Vote Requirement             Jones             and bylaws.                           Eli Lilly and Co For       interests.
                                                                                                                                  Requiring more than a simple
                                          California Public                                                                       majority may permit management to
                  Amend vote requirements Employees'             For the company to allow shareholders                            entrench itself by blocking initiatives
Shareholders      to amend                Retirement             to amend the company's bylaws by a                               that are in shareholders' best
Rights            articles/bylaws/charter System                 majority vote.                        Eli Lilly and Co For       interests.
                                                                 Requesting for the company to                                    NILGOSC will normally oppose
Shareholders      Provide for Cumulative                         implement cumulative voting in                                   resolutions which call for cumulative
Rights            voting                       Evelyn Y Davis    director elections                    General Electric Against   voting in the election of directors
                                                                                                                                  NILGOSC will normally oppose
Shareholders      Provide for Cumulative                         Adopt cumulative voting in the                                   resolutions which call for cumulative
Rights            Voting                       William Steiner   election of directors.                Pfizer Inc      Against    voting in the election of directors
                                                                 Asking the company to give holders of
                                                                 10 percent of the company's                                      The 10 percent threshold in this
                  Amend                                          outstanding common stock the power                               proposal is reasonable and would
Shareholders      Articles/Bylaws/Charter-                       to call special meetings of                                      result in the enhancement of
Rights            call special meetings        Nick Rossi        shareholders.                         Pfizer Inc      For        shareholder rights.
                                                                                                                                  Requiring more than a simple
                                                                                                                                  majority may permit management to
                                                                 Requesting that the company take the The McGraw-                 entrench itself by blocking initiatives
Shareholders      Reduce Supermajority         Nick Rossi and    necessary steps to adopt a simple    Hill Companies              that are in shareholders' best
Rights            Vote Requirement             Emil Rossi        majority vote standard.              Inc            For          interests.
NILGOSC Voting Activity 2009 – Shareholder Resolution Appendix


TOPIC             SUBJECT                    PROPONENT           RESOLUTION                            COMPANIES       VOTE      REASONING

                                              The United                                                                         Where election by majority vote is
                                              Brotherhood of   Requesting the board initiate a         The McGraw-               not common practice, NILGOSC will
Shareholders      Require a majority vote for Carpenters       majority vote standard for the election Hill Companies            support any efforts for it to be
Rights            the election of directors   Pension Fund     of directors.                           Inc            For        introduced.
                                                               To take steps to amend bylaws and
                                                               each appropriate governing document                               The 10 percent threshold in this
                  Amend                                        to give holders of 10% of the                                     proposal is reasonable and would
Shareholders      Articles/Bylaws/Charter-                     outstanding common stock the power Marathon Oil                   result in the enhancement of
Rights            call special meetings      Nick Rossi        to call special shareowner meetings. Corp              For        shareholder rights.
                                                                                                                                 NILGOSC will normally oppose
Shareholders      Provide for Cumulative                       For the board to take steps necessary   Bank of                   resolutions which call for cumulative
Rights            Voting                     Nick Rossi        to adopt cumulative voting.             America Corp    Against   voting in the election of directors
                                                               For the company to take necessary                                 The 10 percent threshold in this
                  Amend                                        steps to allow holders of 10% of                                  proposal is reasonable and would
Shareholders      Articles/Bylaws/Charter-                     outstanding common stock the power      Bank of                   result in the enhancement of
Rights            call special meetings       Ray Chevedden    to call special meetings.               America Corp    For       shareholder rights.
                                              United                                                                             Where election by majority vote is
                                              Brotherhood of   Requesting the board initiate a                                   not common practice, NILGOSC will
Shareholders      Require a majority vote for Carpenters       majority vote standard for the election                           support any efforts for it to be
Rights            the election of directors   Pension Fund     of directors.                           Corning Inc     For       introduced.
                                                                                                                                 The only supermajority provision
                                                               To adopt a simple majority vote                                   currently maintained by the
                                                               requirement applicable to each                                    company protects shareholders and
Shareholders      Reduce Supermajority                         shareholder voting requirement in the   Bristol-Myers             does not serve to entrench the
Rights            Vote Requirement           Kenneth Steiner   company's charter and bylaws.           Squibb Co.      Against   board.
                                                               To ask the company to give holders of                             The 10 percent threshold in this
                  Amend                                        10% of the company's outstanding                                  proposal is reasonable and would
Shareholders      Articles/Bylaws/Charter-                     common stock the power to call          Bristol-Myers             result in the enhancement of
Rights            call special meetings      Nick Rossi        special meetings of shareholders.       Squibb Co.      For       shareholder rights.
                                                                                                       The Goldman               NILGOSC will normally oppose
Shareholders      Provide for Cumulative                       Requesting that the board adopt         Sachs Group               resolutions which call for cumulative
Rights            voting                     Evelyn Y Davis    cumulative voting                       Inc             Against   voting in the election of directors
                                                                                                                                 Requiring more than a simple
                                                                                                                                 majority may permit management to
                                                             Calling for the elimination of            The Goldman               entrench itself by blocking initiatives
Shareholders      Reduce Supermajority                       supermajority vote requirements in        Sachs Group               that are in shareholders' best
Rights            Vote Requirement           James McRitchie the company's charter and bylaws.         Inc             For       interests.
                                                                                                                                 The 10 percent threshold in this
                  Amend                                     Requesting the board take the                                        proposal is reasonable and would
Shareholders      Articles/Bylaws/Charter-                  necessary steps to give shareholders                                 result in the enhancement of
Rights            call special meetings      John Chevedden the power to call special meetings.        Mattel Inc      For       shareholder rights.
NILGOSC Voting Activity 2009 – Shareholder Resolution Appendix


TOPIC             SUBJECT                    PROPONENT           RESOLUTION                             COMPANIES      VOTE      REASONING
                                                            Requesting that the company                                          NILGOSC will normally oppose
Shareholders      Provide for Cumulative                    implement cumulative voting in              Schering-                resolutions which call for cumulative
Rights            Voting                     John Chevedden director elections                          Plough Corp    Against   voting in the election of directors
                                                            Asking the company to give holders of
                                                            10 percent of the company's                                          The 10 percent threshold in this
                  Amend                                     outstanding common stock the power                                   proposal is reasonable and would
Shareholders      Articles/Bylaws/Charter-                  to call special meetings of                 Schering-                result in the enhancement of
Rights            call special meetings      John Chevedden shareholders.                               Plough Corp    For       shareholder rights.
                                                                                                                                 Where election by majority vote is
                                                                                                                                 not common practice, NILGOSC will
Shareholders      Adopt Simple majority                        Requesting that the adoption of a       FirstEnergy               support any efforts for it to be
Rights            vote                       Shareholders      simple majority vote standard.          Corp            For       introduced.
                                                               Requesting that shareholders owning                               The 10 percent threshold in this
                  Amend                                        10 percent if the company's stock be                              proposal is reasonable and would
Shareholders      Articles/Bylaws/Charter-                     allowed to call a special meeting of    FirstEnergy               result in the enhancement of
Rights            call special meetings      Shareholders      shareholders                            Corp            For       shareholder rights.
                                                               To adopt a policy establishing an
                                                               engagement process with the
                                                               proponents of shareholder proposals
                                                               that are supported by a majority of
                  Establish shareholder                        the votes cast, excluding abstentions                             It is best practice to ensure direct
Shareholders      proponent engagement                         and broker non0votes, at any annual FirstEnergy                   communication with shareholder
Rights            process                    Shareholders      meeting.                                Corp            For       proponents.
                                                               Requesting that the board initiate the
                                                               appropriate process to amend the
                                                               company's governance documents to
                                                               provide that director nominees shall                              Where election by majority vote is
                                                               be elected by the affirmative vote of                             not common practice, NILGOSC will
Shareholders      Require a majority vote for                  the majority of votes cast at an annual FirstEnergy               support any efforts for it to be
Rights            the election of directors   Shareholders     meeting of shareholders                 Corp            For       introduced.
                                                               Requesting that the company take the
                                                               necessary steps to implement                                      NILGOSC will normally oppose
Shareholders      Provide for Cumulative                       cumulative voting in directors’                                   resolutions which call for cumulative
Rights            voting                     William Steiner   elections.                              Intel Corp      Against   voting in the election of directors
                                                               Calling for the board to allow holders                            The 10 percent threshold in this
                  Amend                                        of 10 percent of the company's          Marsh &                   proposal is reasonable and would
Shareholders      Articles/Bylaws/Charter-                     common shares to call special           McLennan                  result in the enhancement of
Rights            call special meetings      William Steiner   meetings of shareholders.               Companies Inc   For       shareholder rights.
                                                                                                                                 The 10 percent threshold in this
                  Amend                                        Requesting the company give ten                                   proposal is reasonable and would
Shareholders      Articles/Bylaws/Charter-                     percent shareholders the right to call   Wal-Mart                 result in the enhancement of
Rights            call special meetings      William Steiner   special meetings.                        Stores Inc     For       shareholder rights.
NILGOSC Voting Activity 2009 – Shareholder Resolution Appendix


TOPIC             SUBJECT                    PROPONENT          RESOLUTION                             COMPANIES         VOTE      REASONING
                                                               Requesting that the board initiate the
                                                               appropriate process to amend the
                                              The United       company's governance documents to
                                              Brotherhood of   provide that director nominees shall                                Where election by majority vote is
                                              Carpenters and   be elected by the affirmative vote of                               not common practice, NILGOSC will
Shareholders      Require a majority vote for Joiners of       the majority of votes cast at an annual Devon Energy                support any efforts for it to be
Rights            the election of directors   America          meeting of shareholders                 Corp              For       introduced.
                                                               Requesting that the board initiate the
                                                               appropriate process to amend the
                                                               company's bylaws to provide that
                                                               director nominees shall be elected by                               Where election by majority vote is
                                                               the affirmative vote of the majority of                             not common practice, NILGOSC will
Shareholders      Require a majority vote for                  votes cast at an annual general                                     support any efforts for it to be
Rights            the election of directors   Shareholders     meeting of shareholders.                Caterpillar Inc   For       introduced.
                                                                                                                                   Requiring more than a simple
                                                                                                                                   majority may permit the board to
                                                                                                                                   entrench itself by blocking
Shareholders      Adopt Simple majority                        Requesting that the adoption of a                                   amendments that are in
Rights            vote                       Shareholders      simple majority vote standard.        Caterpillar Inc For           shareholders' best interests.
                                                               Requesting that the company adopt a                                 Requiring more than a simple
                                                               simple majority vote requirement                                    majority may permit management to
                                                               applicable to each shareholder voting                               entrench itself by blocking initiatives
Shareholders      Reduce Supermajority                         requirement in the company's charter                                that are in shareholders' best
Rights            Vote Requirement           William Steiner   and bylaws.                           NYSE Euronext For             interests.
                                                                                                       Honeywell                   NILGOSC will normally oppose
Shareholders      Provide for Cumulative                       Adopt cumulative voting in the          International               resolutions which call for cumulative
Rights            Voting                     William Steiner   election of directors.                  Inc               Against   voting in the election of directors
                                                               Asking the company to give holders of
                                                               10 percent of the company's                                         The 10 percent threshold in this
                  Amend                      June              outstanding common stock the power      Honeywell                   proposal is reasonable and would
Shareholders      Articles/Bylaws/Charter-   Kreutzer/Cathy    to call special meetings of             International               result in the enhancement of
Rights            call special meetings      Snyder            shareholders.                           Inc               For       shareholder rights.
                                                                                                                                   NILGOSC will normally oppose
Shareholders      Provide for Cumulative                       Requesting that the board adopt                                     resolutions which call for cumulative
Rights            voting                     Evelyn Y Davis    cumulative voting                       Delta Airlines    Against   voting in the election of directors

				
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