| Company Name |
Ticker |
Proposal Text |
Vote Instruction |
Rationale |
|---|
| 1st Source Corporation |
SRCE |
Elect Director Daniel B. Fitzpatrick |
Against |
Shareholders do not have the ability to amend bylaws, a multiyear concern for which we have voted against directors for two years now (against the nominating/governance chair in 2020 and against a nominating/governance committee incumbent in 2021). |
|---|
| Elect Director John F. Affleck-Graves |
Against |
Shareholders do not have the ability to amend bylaws, a multiyear concern for which we have voted against directors for two years now (against the nominating/governance chair in 2020 and against a nominating/governance committee incumbent in 2021). |
| ADT Inc. |
ADT |
Elect Director Eric L. Press |
Withhold |
The nominee is an incumbent and the company is maintaining a classified board and pop-up supermajority voting provisions (multiyear concern). |
|---|
| Elect Director Matthew E. Winter |
Withhold |
The nominee is an incumbent and the company is maintaining a classified board and pop-up supermajority voting provisions (multiyear concern). |
| Elect Director Matthew H. Nord |
Withhold |
The nominee is an incumbent and the company is maintaining a classified board and pop-up supermajority voting provisions (multiyear concern). |
| Alphabet Inc. |
GOOGL |
Elect Director John L. Hennessy |
Against |
The governance committee chair is held accountable for not addressing shareholders’ multiyear request to establish one-share, one-vote capital structure. |
|---|
| Berkshire Hathaway Inc. |
BRK.B |
Elect Director David S. Gottesman |
Withhold |
The nominee is a member of the compensation committee and the company has had multiple years of compensation concerns (voted against pay plan or committee members since 2019 AGM). |
|---|
| Elect Director Kenneth I. Chenault |
Withhold |
The nominee is a member of the compensation committee and the company has had multiple years of compensation concerns (voted against pay plan or committee members since 2019 AGM). |
| Elect Director Stephen B. Burke |
Withhold |
The nominee is a member of the compensation committee and the company has had multiple years of compensation concerns (voted against pay plan or committee members since 2019 AGM). |
| CBRE Group, Inc. |
CBRE |
Elect Director Christopher T. Jenny |
Against |
The nominee is an incumbent member of the audit committee and there is ineffective internal control over financial reporting (multiyear concern). |
|---|
| Elect Director Sanjiv Yajnik |
Against |
The nominee is an incumbent member of the audit committee and there is ineffective internal control over financial reporting (multiyear concern). |
| Five9, Inc. |
FIVN |
Elect Director David Welsh |
Withhold |
The nominee is the chair of the nominating/governance committee and the company is maintaining a classified board and supermajority vote structure (multiyear concern). |
|---|
| HarborOne Bancorp, Inc. |
HONE |
Elect Director Damian W. Wilmot |
Withhold |
The nominee is an incumbent member of nominating/governance committee and the company is maintaining a classified board and supermajority voting provisions (multiyear concern). |
|---|
| Elect Director Joseph F. Barry |
Withhold |
The nominee is a highly tenured incumbent (30+ years) and the company is maintaining a classified board and supermajority voting provisions (multi-year concern). |
| Elect Director Timothy R. Lynch |
Withhold |
The nominee is an incumbent member of the nominating/governance committee, and the company is maintaining a classified board and supermajority voting provisions (multiyear concern). |
| Jefferies Financial Group Inc. |
JEF |
Elect Director Barry J. Alperin |
Against |
The nominee is an incumbent member of the compensation committee, and multiyear, significant compensation concerns persist. |
|---|
| Elect Director Michael T. O'Kane |
Against |
The nominee is an incumbent member of the compensation committee, and multiyear, significant compensation concerns persist. |
| Elect Director Robert D. Beyer |
Against |
The nominee is an incumbent member of the compensation committee, and multiyear, significant compensation concerns persist. |
| Meta Platforms, Inc. |
FB |
Elect Director Andrew W. Houston |
Withhold |
All compensation committee incumbents are held accountable for a multiyear pay concern that remains unresolved with structural misalignment between pay and performance. |
|---|
| Elect Director Marc L. Andreessen |
Withhold |
All compensation committee incumbents are held accountable for a multiyear pay concern that remains unresolved with structural misalignment between pay and performance. |
| Elect Director Peggy Alford |
Withhold |
The nominee is the chair of the nominating/governance commitee, and the company is maintaining a multi-class equity structure with unequal voting rights. The nominee is the chair of the compensation committee, and unresolved multiyear pay concerns remain with structural misalignment between pay and performance. |
| Oracle Corporation |
ORCL |
Elect Director Bruce R. Chizen |
Withhold |
The nominee is a member of the governance committee and the company continues to have multiyear excessive share pledging concerns with the founder/board chair. |
|---|
| Elect Director Jeffrey S. Berg |
Withhold |
The nominee is a member of the governance committee and the company continues to have multiyear excessive share pledging concerns with the founder/board chair. |
| Elect Director Leon E. Panetta |
Withhold |
The nominee is a member of the governance committee and the company continues to have multiyear excessive share pledging concerns with the founder/board chair. |
| Elect Director William G. Parrett |
Withhold |
The nominee is a member of the governance committee and the company continues to have multiyear excessive share pledging concerns with the founder/board chair. |
| Village Super Market, Inc. |
VLGEA |
Elect Director William Sumas |
Withhold |
The nominee is an incumbent, and there is not at least one female director (multiyear concern, third year escalating for lack of gender diversity). |
|---|
| Elect Director John P. Sumas |
Withhold |
The nominee is an incumbent, and there is not at least one female director (multiyear concern, third year escalating for lack of gender diversity). |
| Elect Director Nicholas Sumas |
Withhold |
The nominee is an incumbent, and there is not at least one female director (multiyear concern, third year escalating for lack of gender diversity). |
| Elect Director John J. Sumas |
Withhold |
The nominee is an incumbent, and there is not at least one female director (multiyear concern, third year escalating for lack of gender diversity). |
| Elect Director Kevin Begley |
Withhold |
The nominee is an incumbent, and there is not at least one female director (multiyear concern, third year escalating for lack of gender diversity). |
| Elect Director Steven Crystal |
Withhold |
The nominee is an incumbent and there is not at least one female director. (multi-year concern, third year escalating for lack of gender diversity) |
| Elect Director Stephen F. Rooney |
Withhold |
The nominee is an incumbent, and there is not at least one female director (multi-year concern, third year escalating for lack of gender diversity). |
| Apple Inc. |
AAPL |
Report on Concealment Clauses |
For |
Having a mandatory training on conduct policy is a standard practice that has not prevented harassment cases at other companies. Although the Company has committed to incorporate language that will allow departing employees to discuss their experiences in US separation agreements going forward, supporting the proposal will encourage Apple to reach out to shareholders and further explore what the best practices are. |
|---|
| The Coca-Cola Company |
KO |
Report on External Public Health Costs |
Against |
While we agree that product health and nutrition are a material ESG risk for Coca-Cola, the company is significantly addressing the asks put forward by the proponent. Coca-Cola is taking clear action around reducing the sugar content of its products, while quantifying and disclosing the results of its progress and setting robust, forward-looking goals related to health. Actions include introducing new products and making public commitments and pledges to considerably reduce sugar in its beverages. The company acknowledges that factors such as health-related concerns and evolving consumer preferences are impactful to its business and is accordingly taking meaningful steps to improve its product formulas and manage risks related to public health. Recognizing that KO has received similar proposals in prior years, AB will continue to evaluate the company's efforts as they relate to reducing the sugar content of its products. |
|---|
| Amazon.com, Inc. . |
AMZN |
Commission Third Party Study and Report on Risks Associated with Use of Rekognition |
For |
We agree with the proponent that Amazon should perform a similar exercise for Rekognition as it has done with Ring. Simply because the Rekognition product isn’t used as a surveillance tool or isn’t intended as a surveillance tool does not guarantee the absence of misuse cases or potentially harmful impact on users and communities. We also note that the company isn't necessarily bound by the time line requested by the proponent, given the advisory nature of the proposal. |
|---|
| Report on Risks Associated with Use of Concealment Clauses |
For |
In absence of any data to assess the impact of existing concealment clauses, including mandatory arbitration, on the Company’s employees’ ability to raise concerns on harassment and discrimination, greater transparency on the Company’s concealment clauses in all forms would add value for shareholders to understand the potential risks. |
| Meta Platforms, Inc |
FB |
Report on Risks Associated with Use of Concealment Clauses |
For |
In absence of any data to assess the impact of existing concealment clauses on the Company’s employees’ ability to raise concerns on harassment and discrimination, greater transparency on the Company’s concealment clauses in all forms would add value for shareholders to understand the potential risks. |
|---|
| Alphabet Inc. |
GOOGL |
Approve Recapitalization Plan for all Stock to Have One-vote per Share |
For |
The requested action enhances shareholder voice and aligns with AB’s Proxy Voting and Governance Policy approach in promoting the one-share, one-vote principle. Similar to prior years, support is warranted on this proposal. |
|---|
| Sally Beauty Holdings |
SBH |
Elect Director Marshall E. Eisenberg |
Against |
The board has four directors who recently reached 15 years of service, the MSCI definition of entrenchment. Though AB has engaged with management about board refreshment, we do not see any refreshment in this year’s slate. As such, a vote against the chair of the nominating/governance committee is warranted. |
|---|