Corporate Governance

2017 Corporate Governance & Execution Compensation Survey

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Shearman & Sterling 22 | Proxy Access "FIX-IT" PROPOSALS (2016-2017)* 2 1 6 7 11 11 2 29 33 40 0 0 excluded / withdrawn proposals passed (67% average vote in favor) proposals failed (33% average vote in favor) 2 1 6 7 11 11 2 29 33 40 0 0 excluded / withdrawn proposals passed proposals failed (29% average vote in favor) Three-Term Proposals 12 Tailored Proposals 15 Total "Fix-It" Proposals 2 1 6 7 11 11 2 29 33 40 0 0 excluded / withdrawn proposals passed proposals failed (28% average vote in favor) Shareholder Cap Proposals 44 2 1 6 7 11 11 2 29 33 40 0 0 excluded / withdrawn proposals passed proposals failed 71 *Includes proposals received and voted on prior to September 1, 2017.

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