Vote Summary Report North America September 2020 - LGIM

Transcription

September 2020 North America Voting ReportVoting reportLegal & General Investment ManagementNo warranty is given and no representation is maderegarding the accuracy or completeness of the contentof this report, and no liability or responsibility isaccepted for the information contained in this report.Registered Offce:Legal & General Investment Management LimitedOne Coleman StreetLondon EC2R 5AA 44 (0) 20 3124 4444Authorised and Regulated by the Financial Conduct AuthorityCopyright Legal & General Investment Management 2020

Vote Summary ReportDate range covered: 09/01/2020 to 09/30/2020NortonLifeLock Inc.Meeting Date: 09/08/2020Country: USAPrimary Security ID: 668771108Meeting Type: AnnualTicker: NLOKPrimary ISIN: US6687711084ProposalNumberVoteProposal TextProponentMgmt RecInstruction1aElect Director Sue BarsamianMgmtForFor1bElect Director Eric K. BrandtMgmtForAgainstBlended Rationale: Board mandates: A vote against is applied as LGIM expects a CEO or Non-Executive Directors not to holdtoo many external roles to ensure they can undertake their duties effectively.1cElect Director Frank E. DangeardMgmtForFor1dElect Director Nora M. DenzelMgmtForFor1eElect Director Peter A. FeldMgmtForAgainstBlended Rationale: Remuneration: A vote against is applied as LGIM has had concerns with the remuneration policy for the pastyear.1fElect Director Kenneth Y. HaoMgmtForFor1gElect Director David W. HumphreyMgmtForFor1hElect Director Vincent PiletteMgmtForFor2Ratify KPMG LLP as AuditorsMgmtForFor3Advisory Vote to Ratify Named ExecutiveOfficers' CompensationMgmtForAgainstBlended Rationale: Remuneration: Performance period A vote against is applied as LGIM expects performance to be measuredover a three year period.4Report on Political Contributions andExpendituresSHAgainstForBlended Rationale: Political lobbying: A vote in favour is applied as LGIM expects companies to provide sufficient disclosure onsuch contributions.NetApp, Inc.Meeting Date: 09/10/2020Country: USAPrimary Security ID: 64110D104Meeting Type: AnnualTicker: NTAPPrimary ISIN: US64110D1046ProposalNumber1aVoteProposal TextProponentMgmt RecInstructionElect Director T. Michael NevensMgmtForFor

Vote Summary ReportDate range covered: 09/01/2020 to 09/30/2020NetApp, Inc.ProposalNumberVoteProposal TextProponentMgmt RecInstruction1bElect Director Deepak AhujaMgmtForFor1cElect Director Gerald HeldMgmtForFor1dElect Director Kathryn M. HillMgmtForFor1eElect Director Deborah L. KerrMgmtForFor1fElect Director George KurianMgmtForFor1gElect Director Scott F. SchenkelMgmtForFor1hElect Director George T. ShaheenMgmtForFor2Advisory Vote to Ratify Named ExecutiveOfficers' CompensationMgmtForFor3Ratify Deloitte & Touche LLP as AuditorsMgmtForAgainstBlended Rationale: Auditor tenure: A vote against is applied as LGIM expects the role of the external auditor to be put to tenderon a regular basis.4Provide Right to Act by Written ConsentSHAgainstAgainstAlimentation Couche-Tard Inc.Meeting Date: 09/16/2020Country: CanadaPrimary Security ID: 01626P403Meeting Type: AnnualTicker: ATD.BPrimary ISIN: CA01626P4033ProposalNumberVoteProposal TextProponentMgmt RecInstructionMeeting for Class A Multiple Voting and ClassB Subordinate Voting ShareholdersMgmt1Approve PricewaterhouseCoopers LLP asAuditors and Authorize Board to Fix TheirRemunerationMgmtForFor2.1Elect Director Alain BouchardMgmtForWithholdBlended Rationale: Independence: A vote against is applied as LGIM expects a board to be regularly refreshed in order tomaintain independence, relevant skills, experience and diversity.2.2Elect Director Melanie KauMgmtForFor2.3Elect Director Jean BernierMgmtForFor2.4Elect Director Eric BoykoMgmtForFor2.5Elect Director Jacques D'AmoursMgmtForFor2.6Elect Director Janice L. FieldsMgmtForFor

Vote Summary ReportDate range covered: 09/01/2020 to 09/30/2020Alimentation Couche-Tard Inc.ProposalNumberVoteProposal TextProponentMgmt RecInstruction2.7Elect Director Richard FortinMgmtForFor2.8Elect Director Brian HannaschMgmtForFor2.9Elect Director Marie Josee LamotheMgmtForFor2.10Elect Director Monique F. LerouxMgmtForFor2.11Elect Director Real PlourdeMgmtForFor2.12Elect Director Daniel RabinowiczMgmtForFor2.13Elect Director Louis TetuMgmtForFor3Advisory Vote on Executive CompensationApproachMgmtForForShareholder ProposalsMgmt4SP 1: Integrate ESG Criteria into inEstablishing Executive CompensationSHAgainstAgainst5SP 2: Determine that a Director isIndependent or Non-Independent BeDisclosed in Management CircularSHAgainstAgainst6SP 3: Adopt a Responsible Employment PolicyWhile Ensuring Its Employees a Living WageSHAgainstAgainstTake-Two Interactive Software, Inc.Meeting Date: 09/16/2020Country: USAPrimary Security ID: 874054109Meeting Type: AnnualTicker: TTWOPrimary ISIN: US8740541094ProposalNumber1.1VoteProposal TextProponentMgmt RecInstructionElect Director Strauss ZelnickMgmtForAgainstBlended Rationale: Joint Chair/CEO: A vote against is applied as LGIM expects companies to separate the roles of Chair andCEO due to risk management and oversight.1.2Elect Director Michael DornemannMgmtForFor1.3Elect Director J MosesMgmtForFor1.4Elect Director Michael ShereskyMgmtForAgainstBlended Rationale: Remuneration: A vote against is applied as LGIM has had concerns with the remuneration policy for the pastyear.1.5Elect Director LaVerne SrinivasanMgmtForFor1.6Elect Director Susan TolsonMgmtForFor

Vote Summary ReportDate range covered: 09/01/2020 to 09/30/2020Take-Two Interactive Software, Inc.ProposalNumberVoteProposal TextProponentMgmt RecInstruction1.7Elect Director Paul VieraMgmtForFor1.8Elect Director Roland HernandezMgmtForFor2Advisory Vote to Ratify Named ExecutiveOfficers' CompensationMgmtForAgainstBlended Rationale: Remuneration: Performance period. A vote against is applied as LGIM expects performance to be measuredover a three year period.3Amend Omnibus Stock PlanMgmtForFor4Ratify Ernst & Young LLP as AuditorsMgmtForForNIKE, Inc.Meeting Date: 09/17/2020Country: USAPrimary Security ID: 654106103Meeting Type: AnnualTicker: NKEPrimary ISIN: US6541061031ProposalNumber1aVoteProposal TextProponentMgmt RecInstructionElect Director Alan B. Graf, Jr.MgmtForWithholdBlended Rationale: Independence: A vote against is applied as LGIM expects a board to be regularly refreshed in order tomaintain independence, relevant skills, experience and diversity.1bElect Director Peter B. HenryMgmtForFor1cElect Director Michelle A. PelusoMgmtForFor2Advisory Vote to Ratify Named ExecutiveOfficers' CompensationMgmtForAgainstBlended Rationale: Remuneration: Performance conditions. A vote against is applied as LGIM expects a sufficient portion ofawards to be assessed against performance conditions to ensure alignment of remuneration with companyperformance.Remuneration: Uncapped. A vote against is applied as LGIM expects all incentive plans to be capped either as apercentage of salary or a fixed number of shares.A vote AGAINST this proposal is warranted. The compensation committeeawarded large discretionary bonuses to executives when payouts were not earned under the 2020 annual incentive programand 2018-2020 long-term incentive program, without sufficient explanation. While CEO Donahoe joined the company duringthe second half of fiscal 2020 he received a discretionary bonus of 6.75 million, in part due to receiving a target payoutopportunity of 5 million for the 2018-2020 LTIP performance period. Donahoe has a similar 5 million target payoutopportunity for the 2019-2021 performance period. Awarding payout opportunities to newly hired executives for which asignificant portion of the measurement period has already elapsed undermines the connection between pay and performance.3Ratify PricewaterhouseCoopers LLP asAuditorsMgmtForAgainstBlended Rationale: Auditor tenure: A vote against is applied as LGIM expects the role of the external auditor to be put to tenderon a regular basis.4Amend Omnibus Stock PlanMgmtForFor

Vote Summary ReportDate range covered: 09/01/2020 to 09/30/2020NIKE, Inc.ProposalNumber5VoteProposal TextProponentMgmt RecInstructionReport on Political Contributions DisclosureSHAgainstForBlended Rationale: Political lobbying: A vote in favour is applied as LGIM expects companies to provide sufficient disclosure onsuch contributions.Canopy Growth CorporationMeeting Date: 09/21/2020Country: CanadaPrimary Security ID: 138035100Meeting Type: Annual/SpecialTicker: WEEDPrimary ISIN: CA1380351009ProposalNumberVoteProposal TextProponentMgmt RecInstruction1AElect Director Judy A. SchmelingMgmtForFor1BElect Director David KleinMgmtForFor1CElect Director Robert L. HansonMgmtForFor1DElect Director David LazzaratoMgmtForFor1EElect Director William NewlandsMgmtForFor1FElect Director Jim SabiaMgmtForFor1GElect Director Theresa YanofskyMgmtForFor2Approve KPMG LLP as Auditors and AuthorizeBoard to Fix Their RemunerationMgmtForFor3Re-approve Omnibus Incentive PlanMgmtForAgainstBlended Rationale: Based on evaluation of the estimated cost, plan features, grant practices, and overriding negative factorsusing the Equity Plan Score Card (EPSC), vote AGAINST this omnibus plan due to the following key factor(s):- The plan'sestimated cost is excessive;- The company's potential dilution from equity plans is excessive;- The company's burn rate isexcessive.4Amend Employee Stock Purchase PlanMgmtForFor5Advisory Vote on Executive CompensationApproachMgmtForFor6Advisory Vote on Say on Pay FrequencyMgmtOne YearOne YearFedEx CorporationMeeting Date: 09/21/2020Country: USAPrimary Security ID: 31428X106Meeting Type: AnnualTicker: FDXPrimary ISIN: US31428X1063

Vote Summary ReportDate range covered: 09/01/2020 to 09/30/2020FedEx CorporationProposalNumberVoteProposal TextProponentMgmt RecInstruction1aElect Director Marvin R. EllisonMgmtForFor1bElect Director Susan Patricia GriffithMgmtForFor1cElect Director John C. (Chris) InglisMgmtForFor1dElect Director Kimberly A. JabalMgmtForFor1eElect Director Shirley Ann JacksonMgmtForFor1fElect Director R. Brad MartinMgmtForFor1gElect Director Joshua Cooper RamoMgmtForFor1hElect Director Susan C. SchwabMgmtForFor1iElect Director Frederick W. SmithMgmtForAgainstBlended Rationale: Joint Chair/CEO: A vote against is applied as LGIM expects companies to separate the roles of Chair andCEO due to risk management and oversight.Independence: A vote against is applied as LGIM expects a board to be regularlyrefreshed in order to maintain independence, relevant skills, experience and diversity.1jElect Director David P. SteinerMgmtForFor1kElect Director Rajesh SubramaniamMgmtForFor1lElect Director Paul S. WalshMgmtForAgainstBlended Rationale: Board mandates: A vote against is applied as LGIM expects a CEO or Non-Executive Directors not to holdtoo many external roles to ensure they can undertake their duties effectively.Independence: A vote against is applied as LGIMexpects a board to be regularly refreshed in order to maintain independence, relevant skills, experience anddiversity.Remuneration: A vote against is applied as LGIM has had concerns with the remuneration policy for the past year.2Advisory Vote to Ratify Named ExecutiveOfficers' CompensationMgmtForAgainstBlended Rationale: Remuneration: Performance conditions. A vote against is applied as LGIM expects a sufficient portion ofawards to be assessed against performance conditions to ensure alignment of remuneration with company performance.3Ratify Ernst &Young LLP as AuditorsMgmtForFor4Report on Lobbying Payments and PolicySHAgainstForBlended Rationale: Political lobbying: A vote in favour is applied as LGIM expects companies to provide sufficient disclosure onsuch contributions5Report on Political Contributions DisclosureSHAgainstForBlended Rationale: Political lobbying: A vote in favour is applied as LGIM expects companies to provide sufficient disclosure onsuch contributions6Report on Employee Representation on theBoard of DirectorsSHAgainstAgainst7Provide Right to Act by Written ConsentSHAgainstAgainst8Report on Integrating ESG Metrics IntoExecutive Compensation ProgramSHAgainstAgainst

Vote Summary ReportDate range covered: 09/01/2020 to 09/30/2020General Mills, Inc.Meeting Date: 09/22/2020Country: USAPrimary Security ID: 370334104Meeting Type: AnnualTicker: GISPrimary ISIN: US3703341046ProposalNumberVoteProposal TextProponentMgmt RecInstruction1aElect Director R. Kerry ClarkMgmtForFor1bElect Director David M. CordaniMgmtForFor1cElect Director Roger W. Ferguson, Jr.MgmtForFor1dElect Director Jeffrey L. HarmeningMgmtForAgainstBlended Rationale: Joint Chair/CEO: A vote against is applied as LGIM expects companies to separate the roles of Chair andCEO due to risk management and oversight.1eElect Director Maria G. HenryMgmtForFor1fElect Director Jo Ann JenkinsMgmtForFor1gElect Director Elizabeth C. LempresMgmtForFor1hElect Director Diane L. NealMgmtForFor1iElect Director Steve OdlandMgmtForAgainstBlended Rationale: Independence: A vote against is applied as LGIM expects a board to be regularly refreshed in order tomaintain independence, relevant skills, experience and diversity.1jElect Director Maria A. SastreMgmtForFor1kElect Director Eric D. SprunkMgmtForFor1lElect Director Jorge A. UribeMgmtForFor2Advisory Vote to Ratify Named ExecutiveOfficers' CompensationMgmtForFor3Ratify KPMG LLP as AuditorsMgmtForAgainstBlended Rationale: Auditor tenure: A vote against is applied as LGIM expects the role of the external auditor to be put to tenderon a regular basis.Tesla, Inc.Meeting Date: 09/22/2020Country: USAPrimary Security ID: 88160R101Meeting Type: AnnualTicker: TSLAPrimary ISIN: US88160R1014

Vote Summary ReportDate range covered: 09/01/2020 to 09/30/2020Tesla, Inc.ProposalNumberVoteProposal TextProponentMgmt RecInstruction1.1Elect Director Elon MuskMgmtForFor1.2Elect Director Robyn DenholmMgmtForAgainstBlended Rationale: Classified Board: A vote against is applied as LGIM supports a declassified board as directors should standfor re-election on an annual basis.Votes AGAINST audit committee chair Robyn Denholm are warranted given concerns on therisk oversight function of the board, in light of the pledging of a significant amount of the company's common stock by certaindirectors and executives.Votes AGAINST compensation committee member Robyn Denholm are further warranted due toconsecutive years of high director pay without a reasonable rationale disclosed.1.3Elect Director Hiromichi MizunoMgmtForFor2Advisory Vote to Ratify Named ExecutiveOfficers' CompensationMgmtForAgainstBlended Rationale: A vote AGAINST this proposal is warranted. CEO Musk received less than 30,000 in total pay for the yearunder review, after receiving a special performance-based stock option award valued by ISS at 3.2 billion in the prior year.While CEO pay was minimal for the year in review, a review of the pay programs for other NEOs reveals concerningfeatures.The company does not maintain traditional incentive programs, with NEO pay consisting entirely of base salary andsizable equity awards that lack performance vesting conditions. While stock options are appreciation-based and require anincrease in the stock price in order to gain value, investors increasingly expect a meaningful portion of long-term incentives tobe tied to pre-set performance goals. The magnitude of equity awards granted to an internally promoted NEO is alsoconcerning, particularly as the proxy does not provide detail regarding how the committee determines the size of equityawards.3Ratify PricewaterhouseCoopers LLP asAuditorsMgmtForFor4Report on Paid AdvertisingSHAgainstAgainst5Adopt Simple Majority VoteSHAgainstForBlended Rationale: A vote FOR this proposal is warranted given that elimination of the supermajority vote requirementenhances shareholder rights.6Report on Employee ArbitrationSHAgainstForBlended Rationale: A vote in favour is applied as shareholders would benefit from more transparency from the company on thetopic.7Additional Reporting on Human RightsSHAgainstBlended Rationale: Human rights: A vote in favour is applied as LGIM supports such risk assessments as we consider humanrights issues to be a material risk to companies.Conagra Brands, Inc.Meeting Date: 09/23/2020Country: USAPrimary Security ID: 205887102Meeting Type: AnnualTicker: CAGPrimary ISIN: US2058871029For

Vote Summary ReportDate range covered: 09/01/2020 to 09/30/2020Conagra Brands, Inc.ProposalNumberVoteProposal TextProponentMgmt RecInstruction1aElect Director Anil AroraMgmtForFor1bElect Director Thomas "Tony" K. BrownMgmtForFor1cElect Director Sean M. ConnollyMgmtForFor1dElect Director Joie A. GregorMgmtForFor1eElect Director Rajive JohriMgmtForFor1fElect Director Richard H. LennyMgmtForFor1gElect Director Melissa LoraMgmtForFor1hElect Director Ruth Ann MarshallMgmtForFor1iElect Director Craig P. OmtvedtMgmtForFor1jElect Director Scott OstfeldMgmtForFor2Ratify KPMG LLP as AuditorsMgmtForFor3Advisory Vote to Ratify Named ExecutiveOfficers' CompensationMgmtForForDarden Restaurants, Inc.Meeting Date: 09/23/2020Country: USAPrimary Security ID: 237194105Meeting Type: AnnualTicker: DRIPrimary ISIN: US2371941053ProposalNumberVoteProposal TextProponentMgmt RecInstruction1.1Elect Director Margaret Shan AtkinsMgmtForFor1.2Elect Director James P. FogartyMgmtForFor1.3Elect Director Cynthia T. JamisonMgmtForWithholdBlended Rationale: Board mandates: A vote against is applied as LGIM expects a CEO or Non-Executive Directors not to holdtoo many external roles to ensure they can undertake their duties effectively.1.4Elect Director Eugene I. Lee, Jr.MgmtForWithholdBlended Rationale: Board mandates: A vote against is applied as LGIM expects a CEO or Non-Executive Directors not to holdtoo many external roles to ensure they can undertake their duties effectively.1.5Elect Director Nana MensahMgmtForFor1.6Elect Director William S. SimonMgmtForFor

Vote Summary ReportDate range covered: 09/01/2020 to 09/30/2020Darden Restaurants, Inc.ProposalNumberVoteProposal TextProponentMgmt RecInstruction1.7Elect Director Charles M. SonstebyMgmtForFor1.8Elect Director Timothy J. WilmottMgmtForFor2Advisory Vote to Ratify Named ExecutiveOfficers' CompensationMgmtForFor3Ratify KPMG LLP as AuditorsMgmtForAgainstBlended Rationale: Auditor tenure: A vote against is applied as LGIM expects the role of the external auditor to be put to tenderon a regular basis.Lamb Weston Holdings, Inc.Meeting Date: 09/24/2020Country: USAPrimary Security ID: 513272104Meeting Type: AnnualTicker: LWPrimary ISIN: US5132721045ProposalNumberVoteProposal TextProponentMgmt RecInstruction1aElect Director Peter J. BensenMgmtForFor1bElect Director Charles A. BlixtMgmtForFor1cElect Director Robert J. CovielloMgmtForFor1dElect Director Andre J. HawauxMgmtForFor1eElect Director W.G. JurgensenMgmtForFor1fElect Director Thomas P. MaurerMgmtForFor1gElect Director Robert A. NiblockMgmtForFor1hElect Director Hala G. ModdelmogMgmtForFor1iElect Director Maria Renna SharpeMgmtForFor1jElect Director Thomas P. WernerMgmtForFor2Advisory Vote to Ratify Named ExecutiveOfficers' CompensationMgmtForFor3Ratify KPMG LLP as AuditorsMgmtForFor

4 Amend Employee Stock Purchase Plan Mgmt For For 5 Advisory Vote on Executive Compensation Approach 6 Advisory Vote on Say on Pay Frequency Mgmt Mgmt For One Year For One Year FedEx Corporation Meeting Date: 09/21/2020 Country: USA Meeting Type: Annual Primary Security ID: 31428X106 Ticker: FDX Primary ISIN: US31428X1063 . Vote Summary Report