Annual Corporate Governance & Executive Compensation Survey

2019 Corporate Governance & Executive Compensation Survey

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Shearman & Sterling LLP 58 | Shareholder Proposal Season SHAREHOLDER PROPOSALS — SELECT COMPENSATION MATTERS Select Compensation Matters The number of compensation-related proposals continued to decline in 2019, although the level of shareholder support increased slightly. SHAREHOLDER PROPOSALS — SELECT ENVIRONMENTAL AND SOCIAL MATTERS * Through June 30, 2019. * Through June 30, 2019. 2019* 2018 2017 Proposal Type # Props. # Pass Avg. % in Favor # Props. # Pass Avg. % in Favor # Props. # Pass Avg. % in Favor Create Remuneration Report 5 0 26.3 7 0 20.7 3 0 5.6 Adopt/Amend Pro-Rata Vesting Policy 4 0 30.3 8 0 23.2 8 0 25.3 Approve Clawback Provisions 3 1 43.0 7 0 39.9 6 0 13.9 Adopt Stock Retention/ Holding Period 1 0 0.5 0 0 0 4 0 23.3 TOTAL 13 1 N/A 22 0 N/A 21 0 N/A 2019* 2018 2017 Proposal Type # Props. # Pass Avg. % in Favor # Props. # Pass Avg. % in Favor # Props. # Pass Avg. % in Favor Political/Lobbying Report 56 2 33.6 51 0 28.8 57 0 25.6 Social Issues (Various) Report 27 2 24.8 17 0 21.9 8 0 12.9 Human Rights Report 11 0 27.1 5 0 12.5 12 0 12.7 Environmental Report/Policy 10 0 24.0 9 0 26.9 8 0 27.9 Climate Change Report 7 0 27.0 3 0 15.0 5 0 14.2

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