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Proxy Votes

 

Proxy Voting Guidelines

We believe that passive holding of corporate stocks without assessment of the social and environmental, as well as the financial performance of a corporation does not fulfill our obligation as a shareholder.

With its separately managed accounts, the Foundation votes its proxies as follows:

  • When program interests are directly involved, proxies shall be voted in a manner consistent with them. 
  • When a shareholder resolution deals with a social or environmental issue that is not directly related to the Foundation’s program interests, the proxy shall be voted in a manner consistent with this Policy Statement. The Foundation will review each individual case and consult with our grantees, managers and others, as appropriate. 
  • On issues of corporate governance the Foundation will vote according to the following general guidelines: 
  • Ratify Auditors 
  • Ratify Directors unless governance or a program interest issue has been raised or there is a lack of diversity on the board 
  • Vote against golden parachutes for executives 
  • Vote for proposals requiring a majority of independent directors 
  • Vote for proposals requiring nominating and/or compensation committees to be composed exclusively of independent directors 
  • Vote for incentive payments that are tied to social and environmental performance 
  • Vote for proposals recognizing the standing of stakeholders other than shareholders in governance and control.

2014 Proxy Voting - 51 Companies

Board Nominees

  • Voted for board nominees of all 51 companies

Shareholder Resolutions: 31

  • Voted for 28 Shareholder Resolutions
  • Voted against 1 Shareholder Resolution
  • Abstained on 6 Shareholder Resolutions

Company Sponsored Resolution: 1

  • Voted for 1 Company Sponsored Resolution

 

 1. Abbott Laboratories (voted two proxies, stock owned by two investment managers)

  • Voted for board nominees
  • Voted for three shareholder resolutions:
    1. For the identification and labeling of all food products manufactured or sold under the company's brand name or private labels that may contain genetically engineered ingredients
    2. For a report on the company's policy on lobbying payments for direct and grassroots lobbying and on membership payments to tax-exempt entities that write and endorse model legislation
    3. For compliance costs not to be adjusted to calculate for senior executive incentive compensation awards

2. Air Products and Chemicals

  • Voted for board nominees

3. American Express Company

  • Voted for board nominees
  • Voted for three shareholder resolutions:
    1. For annual disclosure in corporate responsibility report of a comprehensive breakdown of workforce by race and gender
    2. For senior executives to retain a significant portion of shares acquired through an equity pay program until normal reaching retirement age
    3. For an annual report on how the company’s board is overseeing privacy and data risks subject to existing laws and regulations
  • Abstained on one shareholder resolution:
    1. Calling for the write to act by written consent of shareholders

4. Amgen

  • Voted for board nominees
  • Voted for one shareholder resolution:
    1. For all items presented to shareholders to be decided by a simple majority vote of the shares voted for and against an item

5. Automated Data Processing

  • Voted for board nominees

6. Becton, Dickinson and Company (voted two proxies, stock owned by two investment managers)

  • Voted for board nominees
  • Voted for one shareholder resolution:
    1. For the chair of the board to be an independent director

7. Borgwarner

  • Voted for board nominees
  • Voted for one shareholder resolution:
    1. For the elimination of votes that require greater than a simple majority

8. Cimarex Energy

  • Voted for board nominees

9. Coca-Cola Company

  • Voted for board nominees
  • Voted for one shareholder resolution:
    1. For the chair of the board to be an independent director 

10. COSTCO

  • Voted for board nominees
  • Voted for one shareholder resolution:
    1. For the elimination of votes that require greater than a simple majority
  • Voted for one company resolution:
    1. For the declassification of the board

11. Coviden PLC

  • Voted for board nominees

12. Cullen/Frost Bankers

  • Voted for board nominees

13.  CVS Caremark

  • Voted for board nominees

14. Danaher

  • Voted for board nominees
  • Voted for two shareholder resolutions:
    1. For a report on the company's policy on lobbying payments for direct and grassroots lobbying and on membership payments to tax-exempt entities that write and endorse model legislation
    2. For the chair of the board to be an independent director

15. EBay

  • Voted for board nominees
  • Abstained on one shareholder resolution:
    1. Calling for the write to act by written consent of shareholders
  • Voted against one shareholder resolution:
    1. Against the spin-off of PayPal into a separately traded company

16. Herman Miller, Inc

  • Voted for board nominees

17. Hunt Transportation Services

  • Voted for board nominees

18. Illinois Tool Company

  • Voted for board nominees

19. Intercontinental Exchange Group

  • Voted for board nominees

20. International Business Machine

  • Voted for board nominees
  • Voted for one shareholder resolution:
    1. For a report on the company's policy on lobbying payments for direct and grassroots lobbying and on membership payments to tax-exempt entities that write and endorse model legislation
  • Abstained on two shareholder resolutions:
    1. Calling for the write to act by written consent of shareholders
    2. Limiting accelerated executive pay

21. Johnson & Johnson

  • Voted for board nominees
  • Voted for one shareholder resolution:
    1. For senior executives to retain a significant portion of shares acquired through an equity pay program until normal reaching retirement age

22. Lazard

  • Voted for board nominees

23. Lowe’s

  • Voted for board nominees
  • Voted for one shareholder resolution
    1. For a report on the impact of the company’s sustainability policy

24. Marsh & McLennan Companies

  • Voted for board nominees

25. Mastercard

  • Voted for board nominees

26. McCormick and Company

  • Voted for board nominees

27. Merck & Company

  • Voted for board nominees
  • Abstained on two shareholder resolutions

    1. Calling for special board meetings
    2. Calling for the write to act by written consent of shareholders

28. Microchip Technology (voted two proxies, stock owned by two investment managers)

  • Voted for board nominees

29. Newell Rubbermaid

  • Voted for board nominees

30. Noble Energy

  • Voted for board nominees

31. Nucor Corporation

  • Voted for board nominees
  • Voted for one shareholder resolution:
    1. For director nominees to be elected by an affirmative vote of a majority of votes cast at an annual meeting of shareholders

32. Omnicom Group

  • Voted for board nominees

33. O’Reilly Automotive

  • Voted for board nominees
  • Voted for one shareholder resolution:
    1. For senior executives to retain a significant portion of shares acquired through an equity pay program until normal reaching retirement age

34. PetSmart

  • Voted for board nominees

35. Praxair

  • Voted for board nominees

36. Proctor & Gamble Company (voted two proxies, stock owned by two investment managers)

  • Voted for board nominees
  • Voted for two shareholder resolutions:
    1. For a report on the cost of the company continued use of recycled packaging
    2. For an annual report on the alignment between the company's values and its political contributions

37. Robert Half International

  • Voted for board nominees

38. Schlumberger Limited

  • Voted for board nominees

39. Scripps Networks Interactive

  • Voted for board nominees

40. J. M. Smucker (voted two proxies, stock owned by two investment managers)

  • Voted for board nominees

41. State Street

  • Voted for board nominees

42. Sysco Corporation

  • Voted for board nominees

43. Texas Instruments

  • Voted for board nominees

44. 3M Company (voted two proxies, stock owned by two investment managers)

  • Voted for board nominees
  • Abstained on one shareholder resolution:
    1. Calling for the write to act by written consent of shareholders

45. TJX Companies

  • Voted for board nominees

46. TW Telecom

  • Voted for board nominees
  • Voted for one shareholder resolution:
    1. For the chair of the board to be an independent director

47. U.S. Bancorp

  • Voted for board nominees
  • Voted for one shareholder resolution:
    1. For the chair of the board to be an independent director

48. Unilever (voted two proxies, stock owned by two investment managers)

  • Voted for board nominees

49. UnitedHealth Group

  • Voted for board nominees
  • Voted for two shareholder resolutions:
    1. For cumulative voting for board nominees
    2. For a report on the company's policy on lobbying payments for direct and grassroots lobbying and on membership payments to tax-exempt entities that write and endorse model legislation

50. W.W. Grainger

  • Voted for board nominees

51. Wal-Mart Stores

  • Voted for board nominees
  • Voted for three shareholder resolutions:
    1. For the annual disclosure of whether the company, in the previous fiscal year, recouped any incentive or stock compensation from any senior executive as a result of conduct inimical to the interests of or detrimental to Wal-Mart
    2. For the chair of the board to be an independent director
    3. For a report on the company's policy on lobbying payments for direct and grassroots lobbying and on membership payments to tax-exempt entities that write and endorse model legislation

 

2013 Proxy Voting - 24 Companies

Board Nominees

  • Voted FOR board nominees of 23 companies
  • Voted AGAINST board nominee of one company - lack of women as current or proposed board members

Shareholder Resolutions:

  • Voted for 29 of 29 Shareholder Resolutions

 1. Abbott Laboratories

  • Voted for board nominees
  • Voted for six shareholder resolutions:
    1. For a policy removing genetically engineered crops, organisms or products from all nutritional products sold or manufactured, where feasible, until it is proven that they are not harmful to humans, animals and the environment and as an interim step label and identify those products
    2. For the disclosure of lobbying expenses
    3. For the chairman of the board of directors to be an independent director
    4. For a policy on company executives retaining a percentage of equity pay
    5. For a policy that does not remove compliance costs from financial results when determining incentive compensation
    6. For a policy on accelerating the vesting of awards upon a change in control of the company

2. Abbvie, Inc.

  • Voted for board nominees

3. Automatic Data Processing, Inc.

  • Voted for board nominees

4. Air Products and Chemicals, Inc.

  • Voted for board nominees
  • Voted for one shareholder resolutions:
    1. For the annual election of all board members

5. Amgen Inc.

  • Voted for board nominees

6. Becton, Dickenson and Company

  • Voted for board nominees

7. Coca-Cola Company

  • Voted for board nominees
  • Voted for one shareholder resolution:
    1. For the establishment of a Board Committee on Human Rights to review the implications of company policies for the human rights of individuals in the U.S. and worldwide

8. Colgate-Palmolive Company

  • Voted for board nominees
  • Voted for one shareholder resolution:
    1. For a policy on company executives retaining a percentage of equity pay

9. Cullen/Frost Bankers, Inc.

  • Voted for board nominees

10. CVS Caremark Corporation

  • Voted for board nominees
  • Voted for three shareholder resolutions:
  1. For a report on policies and procedures for making corporate contributions and expenditures to (a) participate or intervene in any political campaign on behalf of (or in opposition to) any candidate for public office, or (b) influence the general public, or any segment thereof, with respect to an election or referendum. The report shall also list the monetary and non-monetary contributions and expenditures (direct and indirect), including the identity of the recipient as well as the amount paid to each
  2. For a prohibition on the acceleration of vesting of any equity award granted to any senior executive, except that any unvested award will vest on a partial, pro rata basis up to the time of the senior executive’s termination
  3. For an annual report disclosing (a) the policy and procedures governing lobbying, both direct and indirect, and grassroots lobbying communications, (b) payments made for (a) direct or indirect lobbying or (b) grassroots lobbying communications, in each case including the amount of the payment and the recipient, and (c) membership in and payments to any tax-exempt organization that writes and endorses model legislation.

11. Illinois Tool Works, Inc.

  • Vote for board nominees
  • Vote for one shareholder resolution:
    1. For the elimination of super majority voting requirements

12. International Business Machines Corp.

  • Vote for board nominees
  • Vote for four shareholder resolutions:
    1. For a report on lobbying of legislators and regulators including that done on behalf of the company by trade associations
    2. For written consent at shareholder meetings
    3. For the chairman of the board of directors to be independent of management
    4. For a policy on company executives retaining a percentage of equity pay

13. International Flavors & Flagrances, Inc.

  • Vote for board nominees

14. Johnson & Johnson

  • Vote for board nominees
  • Vote for three shareholder resolutions:
    1. For a policy on company executives retaining a percentage of equity pay
    2. For a policy to screen corporate political contributions and electioneering communications against candidates whose voting records are inconsistent with corporate values & report results to shareholders
    3. For the chairman of the board of directors to be an independent board member

15. Johnson Controls, Inc.

  • Vote for board nominees
  • Vote for two shareholder resolutions:
    1. For the separation of the positions of Chair of the Board of Directors and CEO and that the Chair of the Board of Directors be an independent director
    2. For written consent by shareholders entitled to cast the minimum number of votes that would be necessary to authorize the action

16. Lowe's Companies

  • Voted for board nominees
  • Voted for one shareholder resolution:
    1. For a policy on company executives retaining a percentage of equity pay until retirement

17. Marsh & McLennan Companies

  • Voted for board nominees

18. Microchip Technology Inc.

  • Voted AGAINST board nominees due to lack of women on the board

19. Nike, Inc.

  • Voted for board nominees
  • Voted for one shareholder resolution:
    1. For a policy requiring reporting on political contributions, including through trade associations and other non-profit organizations

20. Omnicom Group Inc.

  • Voted for board nominees
  • Voted for two shareholder resolutions:
    1. For a policy requiring the provision of a comprehensive report of the company's workforce by race and gender in its annual sustainability reports
    2. For a policy on company executives retaining a percentage of equity pay until retirement

21. Procter & Gamble Company

  • Voted for board nominees

22. J. M. SMUCKER COMPANY

  • Voted for board nominees

23. 3M Company

  • Voted for board nominees
  • Voted for two shareholder resolutions:
    1. For written consent at shareholder meetings
    2. For a study to prohibit the use of company funds to influence elections or referenda

24. Unitedhealth Group Inc.

  • Voted for board nominees
  • Voted for one shareholder resolution:
    1. For reporting annually on the company's policies and procedures governing lobbying and grassroots communication, the payments used by the company for lobbying and the recipient, and the company's membership in and payments to any tax exempt organization that writes and endorses legislation.

2013 Corporate Engagement

Joined the Interfaith Center on Corporate Responsibility (ICCR) and more than 275 institutional investors, unions, pension funds and religious orders in signing a letter that calls on apparel industry leaders to implement systemic reforms that will ensure worker safety and welfare, and to adopt zero tolerance policies on global supply chain abuses.

Companies were asked to:

  • Join the Accord on Fire and Building Safety (http://www.industriall-union.org/sites/default/files/uploads/documents/2013-05-13_-_accord_on_fire_and_building_safety_in_bangladesh.pdf#overlay-context that includes the International Labor Organization, non-governmental organizations, trade unions and companies, to implement plans with measurable goals to address all aspects of fire and building safety in a timely manner. 
  • Commit to strengthening local trade unions and to ensuring a living wage for all workers.
  • Publicly disclose all their suppliers including those from Bangladesh, the programs they have in place to ensure the safety and health of all their workers and their performance against these goals including any corrective action.
  • Ensure that appropriate grievance mechanisms and effective remedies for affected workers and families, including compensation, are in place.

Signed a letter to U.S. Secretary of State John Kerry urging him to publicly support the Accord on Fire and Building Safety in Bangladesh, and to call on U.S. brands and retailers to sign on immediately. The Accord includes independent safety inspections with public reports, mandatory factory building renovations, the obligation by brands and retailers to underwrite the cost of repairs, and a vital role for workers and their unions in protecting their own safety.

2012 Proxy Voting — 22 Companies

Board Nominees

  • Voted for board nominees of 21 companies
  • Voted against board nominees of 1 company – lack of women as current or proposed board members

Shareholder Resolutions

  • Voted for 22 of 22 shareholder resolutions 

Company Resolutions

  • Voted for 4 of 4 company resolutions 

1. Altera Corporation

  • Voted for board nominees

2. American Express

  • Voted for board nominees
  • Voted for two shareholder resolutions: 
  1. For cumulative voting for directors
  2. For the chairman of the board of directors to be an independent director

3. Annie’s

  • Voted for board nominees 

4. Automatic Data Processing

  • Voted for board nominees 

5. Becton, Dickenson and Company

  • Voted for board nominees
  1. Voted for one shareholder resolution: 
  2. For cumulative voting for board members

6. Cisco Systems 

  • Voted for board nominees
  • Voted for two shareholder resolutions:
  1. For a policy to have an independent board chairman whenever possible
  2. For the preparation of a report on “Conflict Materials” in the company’s supply chain

7. CME Group Inc.

  • Voted for board nominees
  • Voted for one company resolution: 
  1. For annual election of all directors
  • Voted for one shareholder resolution: 
  1. For a more open board nomination process for shareholders

8. Ecolab Inc.

  • Voted for board nominees
  • Voted for one company resolution:
  1. For elimination of a supermajority to change the Certificate of Incorporation 
  • Voted for one shareholder resolution: 
  1. For requesting the Board of Directors to provide an annual advisory vote on electioneering, political contributions and communications expenditures

9. Google Inc.

  • Voted for board nominees
  • Voted for three shareholder resolutions: 
  1. For an annual proposal on the company’s plans for elections and political contributions and communications with an advisory shareholder vote on these policies and future plans
  2. Against a requirement for mandatory arbitration of certain shareholder claims
  3. For the adoption of a policy for outstanding stock to be given equal voting weight 

10. Hain Celestial Group

  • Voted for board nominees 

11. MasterCard Inc.

  • Voted for board nominees 

12. National Instruments Corp.

  • Voted for board nominees

13. Newfield Exploration Company

  • Voted for board nominees
  • Voted for one shareholder resolution: 
  1. For the chairman of the board of directors to be an independent director 

14. Noble Energy

  • Voted against board nominees – lack of women as current or proposed board members

15. Praxair, Inc.

  • Voted for board nominees
  • Voted for one company resolution: 
  1. For permitting shareholders to call special meetings of the shareholders; 
  2. Voted for one shareholder resolution: 
  3. For requesting the Board of Directors to provide an annual advisory vote on electioneering, political contributions and communications expenditures 

16. Proctor & Gamble Company 

  • Voted for board nominees
  • Voted for three shareholder resolutions: 
  1. For annual reporting and shareholder advisory vote on political contributions
  2. For the adoption of changes in packaging and the adoption of Producer Responsibility for Packaging
  3. For the adoption of a simple majority vote by shareholders rather than supermajority requirements 

17. Sysco

  • Voted for board nominees

18. Target Corporation

  • Voted for board nominees
  • Voted for two shareholder resolutions: 
  1. For preparation of a report on electronics recycling including a take-back program, a re-use initiative and efforts to prevent the exportation of hazardous e-waste
  2. For a policy prohibiting corporate funds for any political election or campaign.

19. Texas Instruments Inc.

  • Voted for board nominees 

20. The Progressive Corporation

  • Voted for board nominees
  • Voted for two company resolutions: 
  1. For annual election of all directors
  2. For elimination of a supermajority to change Code of Regulations

21. 3M Corporation

  • Voted for board nominees
  • Voted for three shareholder resolutions:
  1. For annual reports on the company’s lobbying of legislators and regulators, including lobbying on the company’s behalf by trade associations 
  2. For prohibiting company funds of any political election or campaign
  3. For the chairman of the board of directors to be an independent director 

22. W.W. Grainger, Inc.

  • Voted for board nominees
  • Voted for one company resolution: 
  1. For Say on Pay 

2012 Corporate Engagement

  • Co-signed investors’ letters to: 
  1. Georgia Gulf asking the company to disclose its community engagement and environmental accountability policies and practice
  2. Fifty companies asking for them to evaluate and report on continued membership in the American Legislative Exchange Council and the Heartland Institute (called the “world’s most prominent think tank promoting skepticism about man-made climate change”) 

2011 Proxy Voting — 29 Companies

Board Nominees

  • Voted for board nominees of 26 companies
  • Voted against board nominees of 2 companies – lack of women as current or proposed board members
  • No board vote on 1 company 

Shareholder Resolutions

  • Voted for 13 of 13 shareholder resolutions

Company Resolutions

  • Voted for 1 of 2 company resolutions

2011 Corporate Engagement

Co-signed investors’ letter to Toyota expressing concern about the company’s labor practices