Vote Summary Report September 2019 North America - LGIM

Transcription

September 2019 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 2019

Vote Summary ReportDate range covered: 09/01/2019 to 09/30/2019H&R Block, Inc.Meeting Date: 09/12/2019Country: USAPrimary Security ID: 093671105Meeting Type: AnnualTicker: HRBPrimary ISIN: US0936711052ProposalNumberVoteProposal TextProponentMgmt RecInstruction1aElect Director Angela N. ArchonMgmtForFor1bElect Director Paul J. BrownMgmtForFor1cElect Director Robert A. GerardMgmtForFor1dElect Director Richard A. JohnsonMgmtForFor1eElect Director Jeffrey J. Jones, IIMgmtForFor1fElect Director David Baker LewisMgmtForFor1gElect Director Victoria J. ReichMgmtForFor1hElect Director Bruce C. RohdeMgmtForFor1iElect Director Matthew E. WinterMgmtForFor1jElect Director Christianna WoodMgmtForFor2Ratify Deloitte & Touche LLP as AuditorsMgmtForFor3Advisory Vote to Ratify Named ExecutiveOfficers' CompensationMgmtForForNetApp, Inc.Meeting Date: 09/12/2019Country: USAPrimary Security ID: 64110D104Meeting Type: AnnualTicker: NTAPPrimary ISIN: US64110D1046ProposalNumberVoteProposal TextProponentMgmt RecInstruction1aElect Director T. Michael NevensMgmtForFor1bElect Director Gerald HeldMgmtForFor1cElect Director Kathryn M. HillMgmtForFor1dElect Director Deborah L. KerrMgmtForFor1eElect Director George KurianMgmtForFor1fElect Director Scott F. SchenkelMgmtForFor

Vote Summary ReportDate range covered: 09/01/2019 to 09/30/2019NetApp, Inc.ProposalNumberProposal TextProponentMgmt RecVoteInstruction1gElect Director George T. ShaheenMgmtForFor2Amend Omnibus Stock PlanMgmtForFor3Amend Qualified Employee Stock PurchasePlanMgmtForFor4Advisory Vote to Ratify Named ExecutiveOfficers' CompensationMgmtForFor5Ratify Deloitte & Touche LLP as AuditorsMgmtForForThe Kraft Heinz CompanyMeeting Date: 09/12/2019Country: USAPrimary Security ID: 500754106Meeting Type: AnnualTicker: KHCPrimary ISIN: US5007541064ProposalNumberVoteProposal TextProponentMgmt RecInstruction1aElect Director Gregory E. AbelMgmtForFor1bElect Director Alexandre BehringMgmtForFor1cElect Director Joao M. Castro-NevesMgmtForAgainstBlended Rationale: Remuneration: A vote against is applied as LGIM has had concerns with the remuneration policy for 3 years.1dElect Director Tracy Britt CoolMgmtForFor1eElect Director John T. CahillMgmtForFor1fElect Director Feroz DewanMgmtForFor1gElect Director Jeanne P. JacksonMgmtForFor1hElect Director Jorge Paulo LemannMgmtForFor1iElect Director John C. PopeMgmtForAgainstBlended 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.1jElect Director Alexandre Van DammeMgmtForFor1kElect Director George ZoghbiMgmtForFor

Vote Summary ReportDate range covered: 09/01/2019 to 09/30/2019The Kraft Heinz CompanyProposalNumber2Proposal TextProponentMgmt RecVoteInstructionAdvisory Vote to Ratify Named ExecutiveOfficers' CompensationMgmtForAgainstBlended Rationale: A vote AGAINST this proposal is warranted. CEO and NEO pay increased significantly from the prior year,due to a significant increase in the value of equity awards, with the addition of performance shares. While the CEO's equitygrants were forfeited upon his termination, other NEOs also received sizable grants which remain outstanding. The companydid not disclose the rationale for the large pay increase and, while investors generally prefer for a majority of long-termincentives to be performance-conditioned, shareholders expect this portion to replace existing pay, not to be additive to overallcompensation levels. Further, performance targets were not disclosed for the award, making it difficult for investors to assessthe goal rigor of such sizable grants.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.4Report on Protein DiversificationSHAgainstAgainst5Report on Efforts to Reduce Pesticide Use inthe Company's Supply ChainSHAgainstForBlended Rationale: A vote FOR this proposal is warranted, as shareholders would benefit from more information regardingpesticide use in the company's agricultural supply chain, given greater public scrutiny over pesticide use and its impacts on theenvironment.Alimentation Couche-Tard Inc.Meeting Date: 09/18/2019Country: 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 BouchardMgmtForFor2.2Elect Director Melanie KauMgmtForFor2.3Elect Director Jean BernierMgmtForFor2.4Elect Director Nathalie BourqueMgmtForFor2.5Elect Director Eric BoykoMgmtForFor2.6Elect Director Jacques D'AmoursMgmtForFor2.7Elect Director Richard FortinMgmtForFor

Vote Summary ReportDate range covered: 09/01/2019 to 09/30/2019Alimentation Couche-Tard Inc.ProposalNumberProposal TextProponentMgmt RecVoteInstruction2.8Elect 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 CompensationApproachMgmtForForDarden Restaurants, Inc.Meeting Date: 09/18/2019Country: 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. (Gene) Lee, Jr.MgmtForFor1.5Elect Director Nana MensahMgmtForFor1.6Elect Director William S. SimonMgmtForFor1.7Elect Director Charles M. (Chuck) SonstebyMgmtForFor1.8Elect Director Timothy J. WilmottMgmtForFor2Advisory 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 KPMG LLP as AuditorsMgmtForFor

Vote Summary ReportDate range covered: 09/01/2019 to 09/30/2019Take-Two Interactive Software, Inc.Meeting Date: 09/18/2019Country: USAPrimary Security ID: 874054109Meeting Type: AnnualTicker: TTWOPrimary ISIN: US8740541094ProposalNumber1.1VoteProposal TextProponentMgmt RecInstructionElect Director Strauss ZelnickMgmtForAgainstBlended 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.1.2Elect Director Michael DornemannMgmtForFor1.3Elect Director J MosesMgmtForFor1.4Elect Director Michael ShereskyMgmtForFor1.5Elect Director LaVerne SrinivasanMgmtForFor1.6Elect Director Susan TolsonMgmtForFor1.7Elect Director Paul VieraMgmtForFor1.8Elect Director Roland HernandezMgmtForAgainstBlended 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.2Advisory Vote to Ratify Named ExecutiveOfficers' CompensationMgmtForAgainstBlended Rationale: Remuneration: Performance period. A vote against is applied as LGIM expects remuneration to be measuredover at least a 3 year performance period.3Ratify Ernst & Young LLP as AuditorsMgmtForForConagra Brands, Inc.Meeting Date: 09/19/2019Country: USAPrimary Security ID: 205887102Meeting Type: AnnualTicker: CAGPrimary ISIN: US2058871029ProposalNumberVoteProposal TextProponentMgmt RecInstruction1aElect Director Anil AroraMgmtForFor1bElect Director Thomas "Tony" K. BrownMgmtForFor

Vote Summary ReportDate range covered: 09/01/2019 to 09/30/2019Conagra Brands, Inc.ProposalNumber1cProposal TextProponentMgmt RecVoteInstructionElect Director Stephen G. ButlerMgmtForAgainstBlended 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.1dElect Director Sean M. ConnollyMgmtForFor1eElect Director Joie A. GregorMgmtForFor1fElect Director Rajive JohriMgmtForFor1gElect Director Richard H. LennyMgmtForFor1hElect Director Melissa LoraMgmtForFor1iElect Director Ruth Ann MarshallMgmtForFor1jElect Director Craig P. OmtvedtMgmtForFor1kElect Director Scott OstfeldMgmtForFor2Ratify KPMG LLP as AuditorsMgmtForFor3Advisory Vote to Ratify Named ExecutiveOfficers' CompensationMgmtForForNIKE, Inc.Meeting Date: 09/19/2019Country: USAPrimary Security ID: 654106103Meeting Type: AnnualTicker: NKEPrimary ISIN: US6541061031ProposalNumber1.1VoteProposal 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.1.2Elect Director Peter B. HenryMgmtForFor1.3Elect 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: Performance period. A vote against is applied as LGIM expects remuneration to be measured overat least a 3 year performance period.

Vote Summary ReportDate range covered: 09/01/2019 to 09/30/2019NIKE, Inc.ProposalNumber3Proposal TextProponentMgmt RecVoteInstructionRatify 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.FedEx CorporationMeeting Date: 09/23/2019Country: USAPrimary Security ID: 31428X106Meeting Type: AnnualTicker: FDXPrimary ISIN: US31428X1063ProposalNumberVoteProposal TextProponentMgmt RecInstruction1.1Elect Director John A. EdwardsonMgmtForFor1.2Elect Director Marvin R. EllisonMgmtForFor1.3Elect Director Susan Patricia GriffithMgmtForFor1.4Elect Director John C. (Chris) InglisMgmtForFor1.5Elect Director Kimberly A. JabalMgmtForFor1.6Elect Director Shirley Ann JacksonMgmtForFor1.7Elect Director R. Brad MartinMgmtForFor1.8Elect Director Joshua Cooper RamoMgmtForFor1.9Elect Director Susan C. SchwabMgmtForFor1.10Elect Director Frederick W. SmithMgmtForFor1.11Elect Director David P. SteinerMgmtForFor1.12Elect 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 3 years.

Vote Summary ReportDate range covered: 09/01/2019 to 09/30/2019FedEx CorporationProposalNumber2Proposal TextProponentMgmt RecVoteInstructionAdvisory 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.A voteAGAINST this proposal is warranted. While it is positive that the board determined to not pay annual bonuses to NEOs inrecognition of poor performance, the increase in the CEO's target STI opportunity is not sufficiently explained, and his sizablelong-term awards position his total pay near the median despite long-term TSR underperformance. Further, the annualincentive program allows for significant committee discretion and the majority of long-term incentives are time-vesting,resulting in an overall pay structure that is not rigorously performance-based. Investors may object to the company's paymentto NEOs of tax reimbursements for restricted stock such a practice is not the market norm and it represents anon-performance-based benefit.3Approve Omnibus Stock PlanMgmtForFor4Ratify Ernst & Young LLP as AuditorsMgmtForFor5Report on Lobbying Payments and PolicySHAgainstForBlended Rationale: Political lobbying: A vote in favour is applied as LGIM expects companies to provide sufficient disclosure onsuch contributions.6Report on Employee Representation on theBoard of DirectorsSHAgainstAgainstGeneral Mills, Inc.Meeting Date: 09/24/2019Country: USAPrimary Security ID: 370334104Meeting Type: AnnualTicker: GISPrimary ISIN: US3703341046ProposalNumberVoteProposal TextProponentMgmt RecInstruction1aElect Director R. Kerry ClarkMgmtForFor1bElect Director David M. CordaniMgmtForAgainstBlended Rationale: Remuneration: A vote against is applied as LGIM has had concerns with the remuneration policy for 3 years.1cElect Director Roger W. Ferguson, Jr.MgmtForFor1dElect Director Jeffrey L. HarmeningMgmtForFor1eElect Director Maria G. HenryMgmtForFor1fElect Director Elizabeth C. LempresMgmtForFor1gElect Director Diane L. NealMgmtForFor1hElect 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.

Vote Summary ReportDate range covered: 09/01/2019 to 09/30/2019General Mills, Inc.ProposalNumberProposal TextProponentMgmt RecVoteInstruction1iElect Director Maria A. SastreMgmtForFor1jElect Director Eric D. SprunkMgmtForFor1kElect Director Jorge A. UribeMgmtForFor2Advisory 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 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: 09/26/2019Country: USAPrimary Security ID: 513272104Meeting Type: AnnualTicker: LWPrimary ISIN: US5132721045ProposalNumberVoteProposal TextProponentMgmt RecInstruction1aElect Director Peter J. BensenMgmtForFor1bElect Director Charles A. BlixtMgmtForAgainstBlended Rationale: Remuneration: A vote against is applied as LGIM has had concerns with the remuneration policy for 3 years.1cElect Director Andre J. HawauxMgmtForFor1dElect Director W.G. JurgensenMgmtForAgainstBlended Rationale: Remuneration: A vote against is applied as LGIM has had concerns with the remuneration policy for 3 years.1eElect Director Thomas P. MaurerMgmtForFor1fElect Director Hala G. ModdelmogMgmtForAgainstBlended Rationale: Remuneration: A vote against is applied as LGIM has had concerns with the remuneration policy for 3 years.1gElect Director Maria Renna SharpeMgmtForAgainstBlended Rationale: Remuneration: A vote against is applied as LGIM has had concerns with the remuneration policy for 3 years.1hElect Director Thomas P. WernerMgmtForFor2Advisory Vote to Ratify Named ExecutiveOfficers' CompensationMgmtForAgainstBlended Rationale: Remuneration: Performance period. A vote against is applied as LGIM expects remuneration to be measuredover at least a 3 year performance period.

Vote Summary ReportDate range covered: 09/01/2019 to 09/30/2019Lamb Weston Holdings, Inc.ProposalNumberProposal TextProponentMgmt RecVoteInstruction3Ratify KPMG LLP as AuditorsMgmtForFor4Report on Pesticide Use in the Company'sSupply ChainSHAgainstForBlended Rationale: A vote FOR this proposal is warranted, as shareholders would benefit from more information regardingpesticide use in the company's agricultural supply chain, given greater public scrutiny over pesticide use and its impacts on theenvironment.

2 Amend Omnibus Stock Plan Mgmt For For 3 Amend Qualified Employee Stock Purchase Plan Mgmt For For 4 Advisory Vote to Ratify Named Executive Officers' Compensation Mgmt For For . FedEx Corporation Meeting Date: 09/23/2019 Country: USA Meeting Type: Annual Primary Security ID: