Shareholder Activities

2012 Shareholder Engagement

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
 
Corporate Engagement
·         Noyes 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”)
 
2012 Proxy Votes
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, INC
·         Voted for board nominees
 
4. Becton, Dickenson and Company
·         Voted for board nominees
·         Voted for one shareholder resolution:
1.      For cumulative voting for board members
 
5. 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
 
6. 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
 
7. 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
 
 
8. MasterCard Inc.
·         Voted for board nominees
 
9. National Instruments Corp.
·         Voted for board nominees
 
10. 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
 
11. Noble Energy
·         Voted against board nominees – lack of women as current or proposed board members
 
12. Praxair, Inc.
·         Voted for board nominees
·         Voted for one company resolution:
1.      For permitting shareholders to call special meetings of the shareholders;
·         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
 
13. 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
 
14. 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.
 
15. Texas Instruments Inc.
·         Voted for board nominees
 
16. 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
 
17. 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
 
18. W.W. Grainger, Inc.
·         Voted for board nominees
·         Voted for one company resolution:
1.      For Say on Pay
 
 
 
 
 
 
2011 Shareholder Engagement

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
 
Corporate Engagement
·         Noyes co-signed investors’ letter to Toyota expressing concern about the company’s labor practices
 

 
 
Noyes Foundation 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.
 

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