2023 Say on Pay Results

BREAKDOWN OF SAY ON PAY VOTE RESULTS

Russell 3000 companies (1.5%) have failed Say on Pay thus far in 2023. Since our last report, seven companies have failed Say on Pay: BlackLine, CME Group, Equifax, Pitney Bowes, Prologis, Simon Property Group, and Telos

SAY ON PAY OBSERVATIONS

• The current failure rate (1.5%) is 130 basis points lower than the failure rate at this time last year (2.8%)
• The percentage of Russell 3000 companies receiving greater than 90% support (78%) is higher than the percentage at this time last year (75%)
• The current Russell 3000 average vote result of 91.4% is 220 basis points higher than the index’s year-end average vote in 2022, and the current S&P 500 average vote result of 89.3% is 210 basis points higher than the year-end average vote in 2022
• The average Russell 3000 vote result thus far in 2023 is 210 basis points higher than the average S&P 500 vote result

COMPARISON OF RUSSELL 3000 AND S&P 500

RUSSELL 3000 SAY ON PAY VOTE RESULTS BY GICS SECTOR

ISS RECOMMENDATION RATE OBSERVATIONS

• 5% of Russell 3000 companies and 8.2% of S&P 500 companies have received an ISS “Against” recommendation thus far in 2023
• The ISS “Against” recommendation rate is significantly lower for both the Russell 3000 and S&P 500 thus far in 2023
• The ISS “Against” recommendation rate for the S&P 500 is higher than that of the Russell 3000 thus far in 2023; historically, the “Against” recommendation rate has been higher for the Russell 3000 at the end of each prior year

ISS “AGAINST” RECOMMENDATION RATE

AVERAGE RUSSELL 3000 VOTE RESULT AFTER ISS “FOR” OR “AGAINST” RECOMMENDATION

The average vote result for Russell 3000 companies that receive an ISS “Against” is 28% percentage points lower than those that receive an ISS “For” thus far in 2023

LIKELIHOOD OF A LOW SAY ON PAY VOTE ISS “AGAINST” RECOMMENDATION RATE

LIKELY CAUSES OF SAY ON PAY VOTES UNDER 50% IN 2023

2023 E&S Proposal Results

• Shareholders have voted on 87 social proposals and 38 environmental proposals thus far in 2023
• Median vote support is 17% for social proposals and 23% for environmental proposals
• Three social proposals (3%) and one environmental proposal (3%) have received greater than 50% support thus far in 2023
• Median support has decreased by five percentage points for social proposals when compared to 2022 year-end average support, and four percentage points for environmental proposals; this is a continuation of the downward trend in median support for E&S proposals observed in 2022

ENVIRONMENTAL & SOCIAL PROPOSALS MEDIAN VOTE RESULTS

ENVIRONMENTAL & SOCIAL PROPOSALS VOTE RESULT DISTRIBUTIONS

SPOTLIGHT: EXPEDITORS INTERNATIONAL OF WASHINGTON

A shareholder submitted a proposal requesting that Expeditor report on the effectiveness and outcomes of the Company’s diversity, equity, and inclusion efforts.

The proposal received 57% vote support

• The proponent requested that the Company publish workforce diversity data that is comparable with other companies, with a particular emphasis on EEO-1 forms which are published by 94% of the S&P 100
• The Board opposed the proposal, calling it both unnecessary and impractical due to the large number of employees located outside of the United States where data does not necessarily fit into U.S.-focused diversity categories
• ISS recommended a vote “For” the proposal as the Company has not provided quantitative data on their workforce diversity, and there are extant models for how to account for diversity in a U.S. context at global companies, such as applying racial/ethnic categories only to the U.S. workforce and providing gender statistics globally

2023 Director Election Results

DIRECTOR ELECTION OBSERVATIONS

• Average vote support for Director nominees of 95.3% thus far in 2023 is 80 basis points higher than the yearend support observed in 2022
• Over the past five years, average Director election vote support at companies that received a Say on Pay vote below 50% in the prior year is five percentage points lower than at companies that received above 70% support
• Average vote support for female Director nominees is 110 basis points higher than average support for male nominees, which is trending similar to previous years at this point in the season

BREAKDOWN OF DIRECTOR ELECTION RESULTS

AVERAGE DIRECTOR ELECTION RESULTS IN YEAR FOLLOWING SAY ON PAY (2019-2023)

AVERAGE DIRECTOR ELECTION RESULTS BY GENDER

2023 Equity Proposal Results

• Average vote support for equity proposals thus far in the proxy season (89.2%) is 180 basis points below the average vote support observed at this time last year (91.0%)
• Utah Medical Products, United Natural Foods, and Compass Minerals each had a proposal that received vote support below 50% thus far in 2023
• Average support for equity proposals that received an ISS ‘Against’ recommendation thus far in proxy season (71%) is 400 basis points below the average vote support observed in 2022 (75%)

BREAKDOWN OF EQUITY PLAN PROPOSAL VOTES

AVERAGE VOTE RESULT AFTER ISS “FOR” OR “AGAINST” RECOMMENDATION

ISS “AGAINST” RECOMMENDATION RATE