Vote Summary

BERRY GLOBAL GROUP, INC.

Security

08579W103

Meeting Type

Annual

Ticker Symbol

BERY

Meeting Date

16-Feb-2022

ISIN

US08579W1036

Agenda

935541551 - Management

Record Date

28-Dec-2021

Holding Recon Date

28-Dec-2021

City /

Country

/

United

States

Vote Deadline

15-Feb-2022 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed

by

Vote

Management

Recommendation

For/Against

Management

1A.

Election of Director: B. Evan Bayh

Management

Against

For

Against

Comments: Affiliated Outside director serving as a member of the Compensation Committee

   According to Egan-Jones' Proxy Guidelines, a director whose tenure on the Board is 10 years or

more is considered affiliated, with the exception of diverse nominees.

We believe that key Board committees namely Audit, Compensation and Nominating committees should be

comprised solely of Independent outside directors for sound corporate governance practice.

Member of the Compensation Committee and the Company earns a compensation score of Needs

Attention   Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held

accountable for such a poor rating and should ensure that the Company's compensation policies and

procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term

interest of its shareholders and necessary to attract and retain experienced, highly qualified executives

critical to the Company's long-term success and the enhancement of shareholder value.

1B.

Election of Director: Jonathan F. Foster

Management

Against

For

Against

Comments: Member of the Compensation Committee and the Company earns a compensation score of

Needs Attention   Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held

accountable for such a poor rating and should ensure that the Company's compensation policies and

procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term

interest of its shareholders and necessary to attract and retain experienced, highly qualified executives

critical to the Company's long-term success and the enhancement of shareholder value.

1C.

Election of Director: Idalene F. Kesner

Management

For

For

For

1D.

Election of Director: Jill A. Rahman

Management

For

For

For

1E.

Election of Director: Carl J. Rickertsen

Management

Against

For

Against

Comments: Member of the Compensation Committee and the Company earns a compensation score of

Needs Attention   Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held

accountable for such a poor rating and should ensure that the Company's compensation policies and

procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term

interest of its shareholders and necessary to attract and retain experienced, highly qualified executives

critical to the Company's long-term success and the enhancement of shareholder value.

1F.

Election of Director: Thomas E. Salmon

Management

For

For

For

1G.

Election of Director: Paula A. Sneed

Management

For

For

For

1H.

Election of Director: Robert A. Steele

Management

For

For

For

1I.

Election of Director: Stephen E. Sterrett

Management

For

For

For

1J.

Election of Director: Scott B. Ullem

Management

Against

For

Against

Comments: Member of the Compensation Committee and the Company earns a compensation score of

Needs Attention   Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held

accountable for such a poor rating and should ensure that the Company's compensation policies and

procedures are centered on a competitive pay-for-performance culture, strongly aligned with the long-term

interest of its shareholders and necessary to attract and retain experienced, highly qualified executives

critical to the Company's long-term success and the enhancement of shareholder value.

2.

To ratify the selection of Ernst & Young LLP

as Berry's independent registered public

accountants for the fiscal year ending

October 1, 2022.

Management

Against

For

Against

Comments: The sum total of our evaluation can be found in the Auditor Rating we give this auditor.

Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has

earned a grade of Some Concerns and thus, has failed to pass our model.

 

After taking into account both the quantitative and qualitative measures outlined below, we believe that

shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST

this Proposal.

3.

To approve, on an advisory, non-binding

basis, our executive compensation.

Management

Against

For

Against

Comments: After taking into account both the quantitative and qualitative measures outlined below, we

believe that shareholders cannot support the current compensation policies put in place by the Company's

directors. Furthermore, we believe that the Company's compensation policies and procedures are not

effective or strongly aligned with the long-term interest of its shareholders. Therefore, we recommend a vote

AGAINST this Proposal.

APPLE INC.

Security

037833100

Meeting Type

Annual

Ticker Symbol

AAPL

Meeting Date

04-Mar-2022

ISIN

US0378331005

Agenda

935541549 - Management

Record Date

03-Jan-2022

Holding Recon Date

03-Jan-2022

City /

Country

/

United

States

Vote Deadline

03-Mar-2022 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed

by

Vote

Management

Recommendation

For/Against

Management

1A.

Election of Director: James Bell

Management

For

For

For

1B.

Election of Director: Tim Cook

Management

For

For

For

1C.

Election of Director: Al Gore

Management

Against

For

Against

Comments: F6           Affiliation - Over-tenured director - Member of a Key Board committee

 

According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is

considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit,

Compensation and Nominating committees should be comprised solely of Independent outside directors for

sound corporate governance practice.

 

F19         Member of the Compensation Committee and Compensation Score of Some Concerns or Needs

Attention and the Compensation Plan Fails Dilution Model

 

According to Egan-Jones' Proxy Guidelines the Compensation Committee should be held accountable for

such a poor score and should ensure that the Company's compensation policies and procedures are

centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its

shareholders and necessary to attract and retain experienced, highly qualified executives critical to the

Company's long-term success and the enhancement of shareholder value. Moreover, Egan-Jones believes

that the Compensation Committee should be held accountable for such disapproval and that the board as a

whole should seek to align CEO and employee pay more clearly as well as link that pay with the

performance of the company, and work to reduce the potential cost of any similar plan that may be

proposed in the future.

1D.

Election of Director: Alex Gorsky

Management

For

For

For

1E.

Election of Director: Andrea Jung

Management

Against

For

Against

Comments: F19         Member of the Compensation Committee and Compensation Score of Some

Concerns or Needs Attention and the Compensation Plan Fails Dilution Model

 

According to Egan-Jones' Proxy Guidelines the Compensation Committee should be held accountable for

such a poor score and should ensure that the Company's compensation policies and procedures are

centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its

shareholders and necessary to attract and retain experienced, highly qualified executives critical to the

Company's long-term success and the enhancement of shareholder value. Moreover, Egan-Jones believes

that the Compensation Committee should be held accountable for such disapproval and that the board as a

whole should seek to align CEO and employee pay more clearly as well as link that pay with the

performance of the company, and work to reduce the potential cost of any similar plan that may be

proposed in the future.

1F.

Election of Director: Art Levinson

Management

Against

For

Against

Comments: F6           Affiliation - Over-tenured director - Member of a Key Board committee

 

According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is

considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit,

Compensation and Nominating committees should be comprised solely of Independent outside directors for

sound corporate governance practice.

 

F19         Member of the Compensation Committee and Compensation Score of Some Concerns or Needs

Attention and the Compensation Plan Fails Dilution Model

 

According to Egan-Jones' Proxy Guidelines the Compensation Committee should be held accountable for

such a poor score and should ensure that the Company's compensation policies and procedures are

centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its

shareholders and necessary to attract and retain experienced, highly qualified executives critical to the

Company's long-term success and the enhancement of shareholder value. Moreover, Egan-Jones believes

that the Compensation Committee should be held accountable for such disapproval and that the board as a

whole should seek to align CEO and employee pay more clearly as well as link that pay with the

performance of the company, and work to reduce the potential cost of any similar plan that may be

proposed in the future.

1G.

Election of Director: Monica Lozano

Management

For

For

For

1H.

Election of Director: Ron Sugar

Management

Against

For

Against

Comments: F6           Affiliation - Over-tenured director - Member of a Key Board committee

 

According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is

considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit,

Compensation and Nominating committees should be comprised solely of Independent outside directors for

sound corporate governance practice.

1I.

Election of Director: Sue Wagner

Management

For

For

For

2.

Ratification of the appointment of Ernst &

Young LLP as Apple's independent

registered public accounting firm for fiscal

2022.

Management

Against

For

Against

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor.

Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has

earned a grade of Needs Attention and thus, has failed to pass our model.

 

After taking into account both the quantitative and qualitative measures outlined below, we believe that

shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST

this Proposal.

3.

Advisory vote to approve executive

compensation.

Management

Against

For

Against

Comments: After taking into account both the quantitative and qualitative measures outlined below, we

believe that shareholders cannot support the current compensation policies put in place by the Company's

directors. Furthermore, we believe that the Company's compensation policies and procedures are not

effective or strongly aligned with the long-term interest of its shareholders. Therefore, we recommend a vote

AGAINST this Proposal.

4.

Approval of the Apple Inc. 2022 Employee

Stock Plan.

Management

Against

For

Against

Comments: After taking into account the maximum amount of shareholder equity dilution this proposal could

cause, as well as both the quantitative and qualitative measures outlined below, we believe that

shareholders should not support the passage of this plan as proposed by the board of directors. We

recommend the board seek to align CEO pay more closely with the performance of the company and work

to reduce the cost of any similar plan that may be proposed in the future. Therefore, we recommend a vote

AGAINST this Proposal.

5.

A shareholder proposal entitled

"Reincorporate with Deeper Purpose".

Shareholder

Against

Against

For

6.

A shareholder proposal entitled

"Transparency Reports".

Shareholder

For

Against

Against

Comments: We believe that approval of the proposal will reduce the posed significant legal, reputational,

and financial risk to Apple and its shareholders brought by lack of transparency that affects freedom of

expression or access to information. After evaluating the details pursuant to the shareholder proposal and in

accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote FOR this Proposal.

7.

A shareholder proposal entitled "Report on

Forced Labor".

Shareholder

For

Against

Against

Comments: We believe that transparency is important for evaluating risks and ensuring that investors and

stakeholders have adequate information necessary to make informed decisions. Accordingly, we

recommend a vote FOR this Proposal.

8.

A shareholder proposal entitled "Pay

Equity".

Shareholder

For

Against

Against

Comments: We believe that approval of the proposal is necessary and warranted in the Company. Pay

disparities by gender and race in companies, in our view, could bring operational risks and reputational

damage that is detrimental to shareholder value. After evaluating the details pursuant to the shareholder

proposal and in accordance with the Egan-Jones Guidelines, we recommend a vote FOR this Proposal.

9.

A shareholder proposal entitled "Civil Rights

Audit".

Shareholder

For

Against

Against

Comments: We believe that a company's success depends upon its ability to embrace diversity in the

community it serves. As such, we believe that adoption of this proposal is in the best interests of the

Company and its shareholders.  As such, in accordance with the Egan-Jones' Guidelines, we recommend a

vote FOR this Proposal.

10.

A shareholder proposal entitled "Report on

Concealment Clauses".

Shareholder

For

Against

Against

Comments: We believe that transparency is important for evaluating risks and ensuring that investors and

stakeholders have adequate information necessary to make informed decisions. Accordingly, we

recommend a vote FOR this Proposal.

BRIGHTVIEW HOLDINGS, INC.

Security

10948C107

Meeting Type

Annual

Ticker Symbol

BV

Meeting Date

08-Mar-2022

ISIN

US10948C1071

Agenda

935543593 - Management

Record Date

12-Jan-2022

Holding Recon Date

12-Jan-2022

City /

Country

/

United

States

Vote Deadline

07-Mar-2022 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed

by

Vote

Management

Recommendation

For/Against

Management

1.

DIRECTOR

Management

1

James R. Abrahamson

Withheld

For

Against

Comments: F18         Member of the Compensation Committee and the Company earns a compensation

score of Some Concerns or Needs Attention

 

Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such

a poor score and should ensure that the Company's compensation policies and procedures are centered on

a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders

and necessary to attract and retain experienced, highly qualified executives critical to the Company's long-

term success and the enhancement of shareholder value.

2

Jane Okun Bomba

For

For

For

3

Frank Lopez

Withheld

For

Against

Comments: F18         Member of the Compensation Committee and the Company earns a compensation

score of Some Concerns or Needs Attention

 

Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such

a poor score and should ensure that the Company's compensation policies and procedures are centered on

a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders

and necessary to attract and retain experienced, highly qualified executives critical to the Company's long-

term success and the enhancement of shareholder value.

4

Andrew V. Masterman

For

For

For

5

Paul E. Raether

Withheld

For

Against

Comments: F6           Affiliation - Over-tenured director - Member of a Key Board committee

 

According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is

considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit,

Compensation and Nominating committees should be comprised solely of Independent outside directors for

sound corporate governance practice.

6

Richard W. Roedel

For

For

For

7

Mara Swan

Withheld

For

Against

Comments: F18         Member of the Compensation Committee and the Company earns a compensation

score of Some Concerns or Needs Attention

 

Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such

a poor score and should ensure that the Company's compensation policies and procedures are centered on

a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders

and necessary to attract and retain experienced, highly qualified executives critical to the Company's long-

term success and the enhancement of shareholder value.

8

Joshua T. Weisenbeck

Withheld

For

Against

Comments: F6           Affiliation - Over-tenured director - Member of a Key Board committee

 

According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is

considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit,

Compensation and Nominating committees should be comprised solely of Independent outside directors for

sound corporate governance practice.

 

F18         Member of the Compensation Committee and the Company earns a compensation score of Some

Concerns or Needs Attention

 

Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such

a poor score and should ensure that the Company's compensation policies and procedures are centered on

a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders

and necessary to attract and retain experienced, highly qualified executives critical to the Company's long-

term success and the enhancement of shareholder value.

2.

To approve, on an advisory basis, the

compensation of our named executive

officers.

Management

Against

For

Against

Comments: After taking into account both the quantitative and qualitative measures outlined below, we

believe that shareholders cannot support the current compensation policies put in place by the Company's

directors. Furthermore, we believe that the Company's compensation policies and procedures are not

effective or strongly aligned with the long-term interest of its shareholders. Therefore, we recommend a vote

AGAINST this Proposal.

3.

To ratify the appointment of Deloitte &

Touche LLP as BrightView Holdings, Inc.'s

independent registered public accounting

firm for 2022.

Management

Against

For

Against

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor.

Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has

earned a grade of Some Concerns and thus, has failed to pass our model.

 

After taking into account both the quantitative and qualitative measures outlined below, we believe that

shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST

this Proposal.

NESTLE S.A.

Security

641069406

Meeting Type

Annual

Ticker Symbol

NSRGY

Meeting Date

07-Apr-2022

ISIN

US6410694060

Agenda

935561464 - Management

Record Date

01-Mar-2022

Holding Recon Date

01-Mar-2022

City /

Country

/

United

States

Vote Deadline

30-Mar-2022 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed

by

Vote

Management

Recommendation

For/Against

Management

1A

Approval of the Annual Review, the

financial statements of Nestlé S.A. and the

consolidated financial statements of the

Nestlé Group for 2021

Management

For

For

For

1B

Acceptance of the Compensation Report

2021 (advisory vote)

Management

For

For

For

2

Discharge to the members of the Board of

Directors and of the Management

Management

For

For

For

3

Appropriation of profit resulting from the

balance sheet of Nestlé S.A. (proposed

dividend) for the financial year 2021

Management

For

For

For

4AA

Re-election of the member of the Board of

Director: Paul Bulcke, as member and

Chairman

Management

Against

For

Against

Comments: Over-Boarded (Board Chair)

 

According to Egan-Jones' Proxy Guidelines the Chairman, being responsible for the leadership of the Board

and the creation of the conditions necessary for overall board and individual director effectiveness, should

hold no more than one other public directorship to ensure the valuable and prudent exercise of his/her

fiduciary duties as a Chairman and that his/her integrity and efficiency are not compromised

4AB

Re-election of the member of the Board of

Director: Ulf Mark Schneider

Management

For

For

For

4AC

Re-election of the member of the Board of

Director: Henri de Castries

Management

For

For

For

4AD

Re-election of the member of the Board of

Director: Renato Fassbind

Management

For

For

For

4AE

Re-election of the member of the Board of

Director: Pablo Isla

Management

For

For

For

4AF

Re-election of the member of the Board of

Director: Eva Cheng

Management

For

For

For

4AG

Re-election of the member of the Board of

Director: Patrick Aebischer

Management

For

For

For

4AH

Re-election of the member of the Board of

Director: Kimberly A. Ross

Management

For

For

For

4AI

Re-election of the member of the Board of

Director: Dick Boer

Management

For

For

For

4AJ

Re-election of the member of the Board of

Director: Dinesh Paliwal

Management

For

For

For

4AK

Re-election of the member of the Board of

Director: Hanne Jimenez de Mora

Management

For

For

For

4AL

Re-election of the member of the Board of

Director: Lindiwe Majele Sibanda

Management

For

For

For

4BA

Election to the Board of Director: Chris

Leong

Management

For

For

For

4BB

Election to the Board of Director: Luca

Maestri

Management

For

For

For

4CA

Election of the member of the

Compensation Committee: Pablo Isla

Management

For

For

For

4CB

Election of the member of the

Compensation Committee: Patrick

Aebischer

Management

For

For

For

4CC

Election of the member of the

Compensation Committee: Dick Boer

Management

For

For

For

4CD

Election of the member of the

Compensation Committee: Dinesh Paliwal

Management

For

For

For

4D

Election of the statutory auditors Ernst &

Young Ltd, Lausanne branch

Management

Against

For

Against

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor.

Generally and absent other negative factors, we suggest a score of Neutral. This audit firm has earned a

grade of Some Concerns and thus, has failed to pass our model.

 

After, taking into account both the quantitative and qualitative measures outlined below, we believe that

shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST

this Resolution.

4E

Election of the Independent Representative

Hartmann Dreyer, Attorneys-at-law

Management

For

For

For

5A

Approval of the compensation of the Board

of Directors

Management

For

For

For

5B

Approval of the compensation of the

Executive Board

Management

For

For

For

6

Capital reduction (by cancellation of shares)

Management

For

For

For

7

In the event of any yet unknown new or

modified proposal by a shareholder during

the General Meeting, I instruct the

Independent Representative to vote as

follows.

Management

Against

Against

For

WHIRLPOOL CORPORATION

Security

963320106

Meeting Type

Annual

Ticker Symbol

WHR

Meeting Date

19-Apr-2022

ISIN

US9633201069

Agenda

935557085 - Management

Record Date

22-Feb-2022

Holding Recon Date

22-Feb-2022

City /

Country

/

United

States

Vote Deadline

18-Apr-2022 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed

by

Vote

Management

Recommendation

For/Against

Management

1A.

Election of Director: Samuel R. Allen

Management

Against

For

Against

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee

 

According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is

considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit,

Compensation and Nominating committees should be comprised solely of Independent outside directors for

sound corporate governance practice.

 

F18       Member of the Compensation Committee and the Company earns a compensation score of Some

Concerns or Needs Attention

 

Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such

a poor score and should ensure that the Company's compensation policies and procedures are centered on

a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders

and necessary to attract and retain experienced, highly qualified executives critical to the Company's long-

term success and the enhancement of shareholder value.

1B.

Election of Director: Marc R. Bitzer

Management

For

For

For

1C.

Election of Director: Greg Creed

Management

Against

For

Against

Comments: F18       Member of the Compensation Committee and the Company earns a compensation

score of Some Concerns or Needs Attention

 

Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such

a poor score and should ensure that the Company's compensation policies and procedures are centered on

a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders

and necessary to attract and retain experienced, highly qualified executives critical to the Company's long-

term success and the enhancement of shareholder value.

1D.

Election of Director: Gary T. DiCamillo

Management

Against

For

Against

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee

 

According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is

considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit,

Compensation and Nominating committees should be comprised solely of Independent outside directors for

sound corporate governance practice.

1E.

Election of Director: Diane M. Dietz

Management

Against

For

Against

Comments: F18       Member of the Compensation Committee and the Company earns a compensation

score of Some Concerns or Needs Attention

 

Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such

a poor score and should ensure that the Company's compensation policies and procedures are centered on

a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders

and necessary to attract and retain experienced, highly qualified executives critical to the Company's long-

term success and the enhancement of shareholder value.

1F.

Election of Director: Gerri T. Elliott

Management

Against

For

Against

Comments: F18       Member of the Compensation Committee and the Company earns a compensation

score of Some Concerns or Needs Attention

 

Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such

a poor score and should ensure that the Company's compensation policies and procedures are centered on

a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders

and necessary to attract and retain experienced, highly qualified executives critical to the Company's long-

term success and the enhancement of shareholder value.

1G.

Election of Director: Jennifer A. LaClair

Management

For

For

For

1H.

Election of Director: John D. Liu

Management

For

For

For

1I.

Election of Director: James M. Loree

Management

Against

For

Against

Comments: F18       Member of the Compensation Committee and the Company earns a compensation

score of Some Concerns or Needs Attention

 

Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such

a poor score and should ensure that the Company's compensation policies and procedures are centered on

a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders

and necessary to attract and retain experienced, highly qualified executives critical to the Company's long-

term success and the enhancement of shareholder value.

1J.

Election of Director: Harish Manwani

Management

Against

For

Against

Comments: F18       Member of the Compensation Committee and the Company earns a compensation

score of Some Concerns or Needs Attention

 

Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such

a poor score and should ensure that the Company's compensation policies and procedures are centered on

a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders

and necessary to attract and retain experienced, highly qualified executives critical to the Company's long-

term success and the enhancement of shareholder value.

1K.

Election of Director: Patricia K. Poppe

Management

For

For

For

1L.

Election of Director: Larry O. Spencer

Management

For

For

For

1M.

Election of Director: Michael D. White

Management

Against

For

Against

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee

 

According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is

considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit,

Compensation and Nominating committees should be comprised solely of Independent outside directors for

sound corporate governance practice.

2.

Advisory vote to approve Whirlpool

Corporation's executive compensation.

Management

Against

For

Against

Comments: After taking into account both the quantitative and qualitative measures outlined below, we

believe that shareholders cannot support the current compensation policies put in place by the Company's

directors. Furthermore, we believe that the Company's compensation policies and procedures are not

effective or strongly aligned with the long-term interest of its shareholders. Therefore, we recommend a vote

AGAINST this Proposal.

3.

Ratification of the appointment of Ernst &

Young LLP as Whirlpool Corporation's

independent registered public accounting

firm for 2022.

Management

Against

For

Against

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor.

Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has

earned a grade of Some Concerns and thus, has failed to pass our model.

 

After taking into account both the quantitative and qualitative measures outlined below, we believe that

shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST

this Proposal.

APTIV PLC

Security

G6095L109

Meeting Type

Annual

Ticker Symbol

APTV

Meeting Date

27-Apr-2022

ISIN

JE00B783TY65

Agenda

935560309 - Management

Record Date

02-Mar-2022

Holding Recon Date

02-Mar-2022

City /

Country

/

United

States

Vote Deadline

22-Apr-2022 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed

by

Vote

Management

Recommendation

For/Against

Management

1A.

Election of Director: Kevin P. Clark

Management

For

For

For

1B.

Election of Director: Richard L. Clemmer

Management

For

For

For

1C.

Election of Director: Nancy E. Cooper

Management

For

For

For

1D.

Election of Director: Joseph L. Hooley

Management

For

For

For

1E.

Election of Director: Merit E. Janow

Management

For

For

For

1F.

Election of Director: Sean O. Mahoney

Management

Against

For

Against

Comments: F6           Affiliation - Over-tenured director - Member of a Key Board committee

 

According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is

considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit,

Compensation and Nominating committees should be comprised solely of Independent outside directors for

sound corporate governance practice.

1G.

Election of Director: Paul M. Meister

Management

For

For

For

1H.

Election of Director: Robert K. Ortberg

Management

For

For

For

1I.

Election of Director: Colin J. Parris

Management

For

For

For

1J.

Election of Director: Ana G. Pinczuk

Management

For

For

For

2.

Proposal to re-appoint auditors, ratify

independent public accounting firm and

authorize the directors to determine the

fees paid to the auditors.

Management

Against

For

Against

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor.

Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has

earned a grade of Needs Attention and thus, has failed to pass our model.

 

After taking into account both the quantitative and qualitative measures outlined below, we believe that

shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST

this Proposal.

3.

Say-on-Pay - To approve, by advisory vote,

executive compensation.

Management

For

For

For

GLOBAL PAYMENTS INC.

Security

37940X102

Meeting Type

Annual

Ticker Symbol

GPN

Meeting Date

28-Apr-2022

ISIN

US37940X1028

Agenda

935564585 - Management

Record Date

04-Mar-2022

Holding Recon Date

04-Mar-2022

City /

Country

/

United

States

Vote Deadline

27-Apr-2022 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed

by

Vote

Management

Recommendation

For/Against

Management

1A.

Election of Director: F. Thaddeus Arroyo

Management

For

For

For

1B.

Election of Director: Robert H.B. Baldwin,

Jr.

Management

For

For

For

1C.

Election of Director: John G. Bruno

Management

Against

For

Against

Comments: F18        Member of the Compensation Committee and the Company earns a compensation

score of Some Concerns or Needs Attention

 

Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such

a poor score and should ensure that the Company's compensation policies and procedures are centered on

a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders

and necessary to attract and retain experienced, highly qualified executives critical to the Company's long-

term success and the enhancement of shareholder value.

1D.

Election of Director: Kriss Cloninger III

Management

Against

For

Against

Comments: F18        Member of the Compensation Committee and the Company earns a compensation

score of Some Concerns or Needs Attention

 

Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such

a poor score and should ensure that the Company's compensation policies and procedures are centered on

a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders

and necessary to attract and retain experienced, highly qualified executives critical to the Company's long-

term success and the enhancement of shareholder value.

1E.

Election of Director: Joia M. Johnson

Management

Against

For

Against

Comments: F18        Member of the Compensation Committee and the Company earns a compensation

score of Some Concerns or Needs Attention

 

Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such

a poor score and should ensure that the Company's compensation policies and procedures are centered on

a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders

and necessary to attract and retain experienced, highly qualified executives critical to the Company's long-

term success and the enhancement of shareholder value.

1F.

Election of Director: Ruth Ann Marshall

Management

For

For

For

1G.

Election of Director: Connie D. McDaniel

Management

For

For

For

1H.

Election of Director: William B. Plummer

Management

For

For

For

1I.

Election of Director: Jeffrey S. Sloan

Management

For

For

For

1J.

Election of Director: John T. Turner

Management

For

For

For

1K.

Election of Director: M. Troy Woods

Management

For

For

For

2.

Approval, on an advisory basis, of the

compensation of our named executive

officers for 2021.

Management

Against

For

Against

Comments: After taking into account both the quantitative and qualitative measures outlined below, we

believe that shareholders cannot support the current compensation policies put in place by the Company's

directors. Furthermore, we believe that the Company's compensation policies and procedures are not

effective or strongly aligned with the long-term interest of its shareholders. Therefore, we recommend a vote

AGAINST this Proposal.

3.

Ratification of the appointment of Deloitte &

Touche LLP as our independent registered

public accounting firm for the year ending

December 31, 2022.

Management

Against

For

Against

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor.

Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has

earned a grade of Needs Attention and thus, has failed to pass our model.

 

After taking into account both the quantitative and qualitative measures outlined below, we believe that

shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST

this Proposal.

4.

Advisory vote on shareholder proposal

regarding shareholders' right to call a

special meeting.

Shareholder

For

Against

Against

Comments: We believe that this proposal is consistent with best corporate governance practices and in the

best interests of the shareholders to permit holders of 25% or more of the Company's outstanding shares of

common stock to call special meetings of shareholders. After evaluating the details pursuant to the

shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote

FOR this Proposal.

CROWN HOLDINGS, INC.

Security

228368106

Meeting Type

Annual

Ticker Symbol

CCK

Meeting Date

28-Apr-2022

ISIN

US2283681060

Agenda

935573700 - Management

Record Date

08-Mar-2022

Holding Recon Date

08-Mar-2022

City /

Country

/

United

States

Vote Deadline

27-Apr-2022 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed

by

Vote

Management

Recommendation

For/Against

Management

1.

DIRECTOR

Management

1

Timothy J. Donahue

Withheld

For

Against

Comments: F21         Combined CEO and Board Chair Positions and the Company Earns a Board Score of

Some Concerns or Needs Attention

 

Egan-Jones' Proxy Guidelines state that there is an inherent potential conflict, in having the CEO or former

CEO serve as the Chairman of the Board. Consequently, we prefer that companies focus on the following

areas to improve its corporate governance practices: separate the roles of the Chairman and CEO, hold

annual director elections, have one class of voting stock only, have key board committees consisting of

independent directors and majority of independent directors on board and include non-binding

compensation vote on agenda to further ensure board independence and accountability.

2

Richard H. Fearon

For

For

For

3

Andrea J. Funk

Withheld

For

Against

Comments: F19         Member of the Compensation Committee and Compensation Score of Some

Concerns or Needs Attention and the Compensation Plan Fails Dilution Model

 

According to Egan-Jones' Proxy Guidelines the Compensation Committee should be held accountable for

such a poor score and should ensure that the Company's compensation policies and procedures are

centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its

shareholders and necessary to attract and retain experienced, highly qualified executives critical to the

Company's long-term success and the enhancement of shareholder value. Moreover, Egan-Jones believes

that the Compensation Committee should be held accountable for such disapproval and that the board as a

whole should seek to align CEO and employee pay more clearly as well as link that pay with the

performance of the company, and work to reduce the potential cost of any similar plan that may be

proposed in the future.

4

Stephen J. Hagge

Withheld

For

Against

Comments: F19         Member of the Compensation Committee and Compensation Score of Some

Concerns or Needs Attention and the Compensation Plan Fails Dilution Model

 

According to Egan-Jones' Proxy Guidelines the Compensation Committee should be held accountable for

such a poor score and should ensure that the Company's compensation policies and procedures are

centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its

shareholders and necessary to attract and retain experienced, highly qualified executives critical to the

Company's long-term success and the enhancement of shareholder value. Moreover, Egan-Jones believes

that the Compensation Committee should be held accountable for such disapproval and that the board as a

whole should seek to align CEO and employee pay more clearly as well as link that pay with the

performance of the company, and work to reduce the potential cost of any similar plan that may be

proposed in the future.

5

James H. Miller

Withheld

For

Against

Comments: F6           Affiliation - Over-tenured director - Member of a Key Board committee

 

According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is

considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit,

Compensation and Nominating committees should be comprised solely of Independent outside directors for

sound corporate governance practice.

 

F19         Member of the Compensation Committee and Compensation Score of Some Concerns or Needs

Attention and the Compensation Plan Fails Dilution Model

 

According to Egan-Jones' Proxy Guidelines the Compensation Committee should be held accountable for

such a poor score and should ensure that the Company's compensation policies and procedures are

centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its

shareholders and necessary to attract and retain experienced, highly qualified executives critical to the

Company's long-term success and the enhancement of shareholder value. Moreover, Egan-Jones believes

that the Compensation Committee should be held accountable for such disapproval and that the board as a

whole should seek to align CEO and employee pay more clearly as well as link that pay with the

performance of the company, and work to reduce the potential cost of any similar plan that may be

proposed in the future.

6

Josef M. Müller

Withheld

For

Against

Comments: F6           Affiliation - Over-tenured director - Member of a Key Board committee

 

According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is

considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit,

Compensation and Nominating committees should be comprised solely of Independent outside directors for

sound corporate governance practice.

 

F19         Member of the Compensation Committee and Compensation Score of Some Concerns or Needs

Attention and the Compensation Plan Fails Dilution Model

 

According to Egan-Jones' Proxy Guidelines the Compensation Committee should be held accountable for

such a poor score and should ensure that the Company's compensation policies and procedures are

centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its

shareholders and necessary to attract and retain experienced, highly qualified executives critical to the

Company's long-term success and the enhancement of shareholder value. Moreover, Egan-Jones believes

that the Compensation Committee should be held accountable for such disapproval and that the board as a

whole should seek to align CEO and employee pay more clearly as well as link that pay with the

performance of the company, and work to reduce the potential cost of any similar plan that may be

proposed in the future.

7

B. Craig Owens

For

For

For

8

Caesar F. Sweitzer

For

For

For

9

Marsha C. Williams

Withheld

For

Against

Comments: F19         Member of the Compensation Committee and Compensation Score of Some

Concerns or Needs Attention and the Compensation Plan Fails Dilution Model

 

According to Egan-Jones' Proxy Guidelines the Compensation Committee should be held accountable for

such a poor score and should ensure that the Company's compensation policies and procedures are

centered on a competitive pay-for-performance culture, strongly aligned with the long-term interest of its

shareholders and necessary to attract and retain experienced, highly qualified executives critical to the

Company's long-term success and the enhancement of shareholder value. Moreover, Egan-Jones believes

that the Compensation Committee should be held accountable for such disapproval and that the board as a

whole should seek to align CEO and employee pay more clearly as well as link that pay with the

performance of the company, and work to reduce the potential cost of any similar plan that may be

proposed in the future.

10

Dwayne A. Wilson

For

For

For

2.

Ratification of the appointment of

independent auditors for the fiscal year

ending December 31, 2022.

Management

Against

For

Against

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor.

Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has

earned a grade of Needs Attention and thus, has failed to pass our model.

 

After taking into account both the quantitative and qualitative measures outlined below, we believe that

shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST

this Proposal.

3.

Approval by advisory vote of the resolution

on executive compensation as described in

the Proxy Statement.

Management

Against

For

Against

Comments: After taking into account both the quantitative and qualitative measures outlined below, we

believe that shareholders cannot support the current compensation policies put in place by the Company's

directors. Furthermore, we believe that the Company's compensation policies and procedures are not

effective or strongly aligned with the long-term interest of its shareholders. Therefore, we recommend a vote

AGAINST this Proposal.

4.

Adoption of the 2022 Stock-Based Incentive

Compensation Plan.

Management

Against

For

Against

Comments: After taking into account the maximum amount of shareholder equity dilution this proposal could

cause, as well as both the quantitative and qualitative measures outlined below, we believe that

shareholders should not support the passage of this plan as proposed by the board of directors. We

recommend the board seek to align CEO pay more closely with the performance of the company and work

to reduce the cost of any similar plan that may be proposed in the future. Therefore, we recommend a vote

AGAINST this Proposal.

5.

Consideration of a Shareholder's proposal

requesting the Board of Directors to adopt

shareholder special meeting rights.

Management

Against

For

Against

Comments: We believe that this proposal is consistent with best corporate governance practices and in the

best interests of the shareholders to permit holders of at least 10% or more of the Company's outstanding

shares of common stock to call special meetings of shareholders. After evaluating the details pursuant to

the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote

AGAINST this Proposal.

BERKSHIRE HATHAWAY INC.

Security

084670702

Meeting Type

Annual

Ticker Symbol

BRKB

Meeting Date

30-Apr-2022

ISIN

US0846707026

Agenda

935562137 - Management

Record Date

02-Mar-2022

Holding Recon Date

02-Mar-2022

City /

Country

/

United

States

Vote Deadline

29-Apr-2022 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed

by

Vote

Management

Recommendation

For/Against

Management

1.

DIRECTOR

Management

1

Warren E. Buffett

Withheld

For

Against

Comments: F21       Combined CEO and Board Chair Positions and the Company Earns a Board Score of

Some Concerns or Needs Attention

 

Egan-Jones' Proxy Guidelines state that there is an inherent potential conflict, in having the CEO or former

CEO serve as the Chairman of the Board. Consequently, we prefer that companies focus on the following

areas to improve its corporate governance practices: separate the roles of the Chairman and CEO, hold

annual director elections, have one class of voting stock only, have key board committees consisting of

independent directors and majority of independent directors on board and include non-binding

compensation vote on agenda to further ensure board independence and accountability.

2

Charles T. Munger

For

For

For

3

Gregory E. Abel

For

For

For

4

Howard G. Buffett

For

For

For

5

Susan A. Buffett

For

For

For

6

Stephen B. Burke

Withheld

For

Against

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee

 

According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is

considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit,

Compensation and Nominating committees should be comprised solely of Independent outside directors for

sound corporate governance practice.

7

Kenneth I. Chenault

For

For

For

8

Christopher C. Davis

For

For

For

9

Susan L. Decker

For

For

For

10

David S. Gottesman

Withheld

For

Against

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee

 

According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is

considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit,

Compensation and Nominating committees should be comprised solely of Independent outside directors for

sound corporate governance practice.

11

Charlotte Guyman

For

For

For

12

Ajit Jain

For

For

For

13

Ronald L. Olson

For

For

For

14

Wallace R. Weitz

For

For

For

15

Meryl B. Witmer

For

For

For

2.

Shareholder proposal regarding the

adoption of a policy requiring that the Board

Chair be an independent director.

Shareholder

For

Against

Against

Comments: We believe that there is an inherent potential conflict, in having an Inside director serve as the

Chairman of the board. Consequently, we prefer that companies separate the roles of the Chairman and

CEO and that the Chairman be independent to further ensure board independence and accountability.  After

evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy

Guidelines, we recommend a vote FOR this Proposal.

3.

Shareholder proposal regarding the

publishing of an annual assessment

addressing how the Corporation manages

climate risks.

Shareholder

For

Against

Against

Comments: We believe that the report on climate change will develop new methods that can be applied

globally when sufficient observations exist. Acknowledging climate change as an inevitable factor, and

recognizing the need to adapt, involves bold decisions by business. Therefore, we believe that companies

should review how climate change impacts the economy and portfolio companies and evaluate how

shareholder resolutions on climate change may impact long-term shareholder value as it votes proxies.

After evaluating the details pursuant to the shareholder proposal and in accordance with the Egan-Jones'

Proxy Guidelines, we recommend a vote FOR this Proposal.

4.

Shareholder proposal regarding how the

Corporation intends to measure, disclose

and reduce greenhouse gas emissions.

Shareholder

For

Against

Against

Comments: We believe that setting clear-cut goals will help the Company reduce its regulatory risk related

to GHG emissions, financial risk by decreasing volatility of energy prices, and overall expenditure on energy

by implementing a disciplined business strategy to cut emissions from its operations. We believe that the

proposal warrants shareholder approval. Here, we find that approval of the proposal will provide the

transparency shareholders need to evaluate such activities.  After evaluating the details pursuant to the

shareholder proposal and in accordance with the Egan-Jones' Guidelines, we recommend a vote FOR this

Proposal.

5.

Shareholder proposal regarding the

reporting of the Corporation's diversity,

equity and inclusion efforts.

Shareholder

For

Against

Against

Comments: We believe that the proposal warrants shareholder approval. We believe that the proposal

would encourage good governance and enhance shareholder value by bringing together a diverse range of

skills and experience necessary in building a constructive and challenging workforce. After evaluating the

details pursuant to the shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we

recommend a vote FOR this Proposal.

PROLOGIS, INC.

Security

74340W103

Meeting Type

Annual

Ticker Symbol

PLD

Meeting Date

04-May-2022

ISIN

US74340W1036

Agenda

935572380 - Management

Record Date

07-Mar-2022

Holding Recon Date

07-Mar-2022

City /

Country

/

United

States

Vote Deadline

03-May-2022 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed

by

Vote

Management

Recommendation

For/Against

Management

1A.

Election of Director: Hamid R. Moghadam

Management

For

For

For

1B.

Election of Director: Cristina G. Bita

Management

For

For

For

1C.

Election of Director: George L. Fotiades

Management

Against

For

Against

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee

 

According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is

considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit,

Compensation and Nominating committees should be comprised solely of Independent outside directors for

sound corporate governance practice.

1D.

Election of Director: Lydia H. Kennard

Management

For

For

For

1E.

Election of Director: Irving F. Lyons III

Management

For

For

For

1F.

Election of Director: Avid Modjtabai

Management

For

For

For

1G.

Election of Director: David P. O'Connor

Management

For

For

For

1H.

Election of Director: Olivier Piani

Management

For

For

For

1I.

Election of Director: Jeffrey L. Skelton

Management

Against

For

Against

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee

 

According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is

considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit,

Compensation and Nominating committees should be comprised solely of Independent outside directors for

sound corporate governance practice.

1J.

Election of Director: Carl B. Webb

Management

Against

For

Against

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee

 

According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is

considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit,

Compensation and Nominating committees should be comprised solely of Independent outside directors for

sound corporate governance practice.

1K.

Election of Director: William D. Zollars

Management

Against

For

Against

Comments: F6        Affiliation - Over-tenured director - Member of a Key Board committee

 

According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is

considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit,

Compensation and Nominating committees should be comprised solely of Independent outside directors for

sound corporate governance practice.

2.

Advisory Vote to Approve the Company's

Executive Compensation for 2021

Management

For

For

For

3.

Ratification of the Appointment of KPMG

LLP as the Company's Independent

Registered Public Accounting Firm for the

Year 2022

Management

Against

For

Against

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor.

Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has

earned a grade of Needs Attention and thus, has failed to pass our model.

 

After taking into account both the quantitative and qualitative measures outlined below, we believe that

shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST

this Proposal.

CLARIVATE PLC

Security

G21810109

Meeting Type

Annual

Ticker Symbol

CLVT

Meeting Date

05-May-2022

ISIN

JE00BJJN4441

Agenda

935609543 - Management

Record Date

07-Mar-2022

Holding Recon Date

07-Mar-2022

City /

Country

/

United

States

Vote Deadline

04-May-2022 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed

by

Vote

Management

Recommendation

For/Against

Management

1A.

Election of Director: Jerre Stead

Management

For

For

For

1B.

Election of Director: Valeria Alberola

Management

For

For

For

1C.

Election of Director: Michael Angelakis

Management

For

For

For

1D.

Election of Director: Jane Okun Bomba

Management

Against

For

Against

Comments: F18       Member of the Compensation Committee and the Company earns a compensation

score of Some Concerns or Needs Attention

 

Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such

a poor score and should ensure that the Company's compensation policies and procedures are centered on

a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders

and necessary to attract and retain experienced, highly qualified executives critical to the Company's long-

term success and the enhancement of shareholder value.

1E.

Election of Director: Usama N. Cortas

Management

For

For

For

1F.

Election of Director: Konstantin Gilis

Management

For

For

For

1G.

Election of Director: Balakrishnan S. Iyer

Management

For

For

For

1H.

Election of Director: Adam T. Levyn

Management

For

For

For

1I.

Election of Director: Anthony Munk

Management

For

For

For

1J.

Election of Director: Richard W. Roedel

Management

For

For

For

1K.

Election of Director: Andrew Snyder

Management

For

For

For

1L.

Election of Director: Sheryl von Blucher

Management

Against

For

Against

Comments: F18       Member of the Compensation Committee and the Company earns a compensation

score of Some Concerns or Needs Attention

 

Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such

a poor score and should ensure that the Company's compensation policies and procedures are centered on

a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders

and necessary to attract and retain experienced, highly qualified executives critical to the Company's long-

term success and the enhancement of shareholder value.

1M.

Election of Director: Roxane White

Management

Against

For

Against

Comments: F18       Member of the Compensation Committee and the Company earns a compensation

score of Some Concerns or Needs Attention

 

Egan-Jones' Proxy Guidelines state that the Compensation Committee should be held accountable for such

a poor score and should ensure that the Company's compensation policies and procedures are centered on

a competitive pay-for-performance culture, strongly aligned with the long-term interest of its shareholders

and necessary to attract and retain experienced, highly qualified executives critical to the Company's long-

term success and the enhancement of shareholder value.

2.

AUTHORIZATION TO REPURCHASE

ORDINARY SHARES IN OPEN-MARKET

TRANSACTIONS.

Management

Against

For

Against

Comments: We note, however, that in absence of the purpose of the proposed share repurchase, we

believe that approval of the proposal could be detrimental to the interests of the shareholders and could

unintentionally manipulate the Company's true value. As such, we recommend a vote AGAINST this

Proposal.

3.

AUTHORIZATION TO REPURCHASE

ORDINARY SHARES FROM ANY

SHAREHOLDER PARTY TO THAT

CERTAIN REGISTRATION RIGHTS

AGREEMENT WITH THE COMPANY

DATED AS OF OCTOBER 1, 2020, AS

AMENDED.

Management

Against

For

Against

Comments: We note, however, that in absence of the purpose of the proposed share repurchase, we

believe that approval of the proposal could be detrimental to the interests of the shareholders and could

unintentionally manipulate the Company's true value. As such, we recommend a vote AGAINST this

Proposal.

4.

AUTHORIZATION TO REPURCHASE

5.25% SERIES A MANDATORY

CONVERTIBLE PREFERRED SHARES IN

OPEN-MARKET TRANSACTIONS.

Management

Against

For

Against

Comments: We note, however, that in absence of the purpose of the proposed share repurchase, we

believe that approval of the proposal could be detrimental to the interests of the shareholders and could

unintentionally manipulate the Company's true value. As such, we recommend a vote AGAINST this

Proposal.

5.

APPROVAL, ON AN ADVISORY, NON-

BINDING BASIS, OF THE

COMPENSATION OF OUR NAMED

EXECUTIVE OFFICERS.

Management

Against

For

Against

Comments: After taking into account both the quantitative and qualitative measures outlined below, we

believe that shareholders cannot support the current compensation policies put in place by the Company's

directors. Furthermore, we believe that the Company's compensation policies and procedures are not

effective or strongly aligned with the long-term interest of its shareholders. Therefore, we recommend a vote

AGAINST this Proposal.

6.

RATIFICATION OF APPOINTMENT OF

INDEPENDENT REGISTERED PUBLIC

ACCOUNTANTS.

Management

For

For

For

DANAHER CORPORATION

Security

235851102

Meeting Type

Annual

Ticker Symbol

DHR

Meeting Date

10-May-2022

ISIN

US2358511028

Agenda

935575057 - Management

Record Date

11-Mar-2022

Holding Recon Date

11-Mar-2022

City /

Country

/

United

States

Vote Deadline

09-May-2022 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed

by

Vote

Management

Recommendation

For/Against

Management

1A.

Election of Director to hold office until the

2023 Annual Meeting of Shareholders:

Rainer M. Blair

Management

For

For

For

1B.

Election of Director to hold office until the

2023 Annual Meeting of Shareholders:

Linda Filler

Management

For

For

For

1C.

Election of Director to hold office until the

2023 Annual Meeting of Shareholders: Teri

List

Management

For

For

For

1D.

Election of Director to hold office until the

2023 Annual Meeting of Shareholders:

Walter G. Lohr, Jr.

Management

Against

For

Against

Comments: F6          Affiliation - Over-tenured director - Member of a Key Board committee

 

According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is

considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit,

Compensation and Nominating committees should be comprised solely of Independent outside directors for

sound corporate governance practice.

1E.

Election of Director to hold office until the

2023 Annual Meeting of Shareholders:

Jessica L. Mega, MD, MPH

Management

For

For

For

1F.

Election of Director to hold office until the

2023 Annual Meeting of Shareholders:

Mitchell P. Rales

Management

For

For

For

1G.

Election of Director to hold office until the

2023 Annual Meeting of Shareholders:

Steven M. Rales

Management

For

For

For

1H.

Election of Director to hold office until the

2023 Annual Meeting of Shareholders:

Pardis C. Sabeti, MD, D. PHIL

Management

For

For

For

1I.

Election of Director to hold office until the

2023 Annual Meeting of Shareholders: A.

Shane Sanders

Management

For

For

For

1J.

Election of Director to hold office until the

2023 Annual Meeting of Shareholders: John

T. Schwieters

Management

Against

For

Against

Comments: F6          Affiliation - Over-tenured director - Member of a Key Board committee

 

According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is

considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit,

Compensation and Nominating committees should be comprised solely of Independent outside directors for

sound corporate governance practice.

1K.

Election of Director to hold office until the

2023 Annual Meeting of Shareholders: Alan

G. Spoon

Management

Against

For

Against

Comments: F6          Affiliation - Over-tenured director - Member of a Key Board committee

 

According to Egan-Jones' Proxy Guidelines a director whose tenure on the Board is 10 years or more is

considered affiliated, except for diverse nominees. We believe that key Board committees namely Audit,

Compensation and Nominating committees should be comprised solely of Independent outside directors for

sound corporate governance practice.

1L.

Election of Director to hold office until the

2023 Annual Meeting of Shareholders:

Raymond C. Stevens, Ph.D

Management

For

For

For

1M.

Election of Director to hold office until the

2023 Annual Meeting of Shareholders: Elias

A. Zerhouni, MD

Management

For

For

For

2.

To ratify the selection of Ernst & Young LLP

as Danaher's independent registered public

accounting firm for the year ending

December 31, 2022.

Management

Against

For

Against

Comments: The sum total of our evaluation can be found in the Auditor Score we give this auditor.

Generally and absent other negative factors, we suggest a score of Neutral or higher. This audit firm has

earned a grade of Needs Attention and thus, has failed to pass our model.

 

After taking into account both the quantitative and qualitative measures outlined below, we believe that

shareholders should not support the ratification of the auditors. Therefore, we recommend a vote AGAINST

this Proposal.

3.

To approve on an advisory basis the

Company's named executive officer

compensation.

Management

For

For

For

4.

To act upon a shareholder proposal

requesting that Danaher amend its

governing documents to reduce the

percentage of shares required for

shareholders to call a special meeting of

shareholders from 25% to 10%.

Shareholder

For

Against

Against

Comments: We believe that this proposal is consistent with best corporate governance practices and in the

best interests of the shareholders to permit holders of 10% or more of the Company's outstanding shares of

common stock to call special meetings of shareholders. After evaluating the details pursuant to the

shareholder proposal and in accordance with the Egan-Jones' Proxy Guidelines, we recommend a vote

FOR this Proposal.

INTERCONTINENTAL EXCHANGE, INC.

Security

45866F104

Meeting Type

Annual

Ticker Symbol

ICE

Meeting Date

13-May-2022

ISIN

US45866F1049

Agenda

935583408 - Management

Record Date

15-Mar-2022

Holding Recon Date

15-Mar-2022

City /

Country

/

United

States

Vote Deadline

12-May-2022 11:59 PM ET

SEDOL(s)

Quick Code

Item

Proposal

Proposed

by

Vote

Management

Recommendation

For/Against

Management

1A.

Election of Director for term expiring in

2023: Hon. Sharon Y. Bowen

Management

For

For

For

1B.

Election of Director for term expiring in

2023: Shantella E. Cooper

Management

For

For

For

1C.

Election of Director for term expiring in

2023: Duriya M. Farooqui

Management

For

For

For

1D.

Election of Director for term expiring in

2023: The Rt. Hon. the Lord Hague of

Richmond

Management

Against

For

Against