Proxy Voting Fact Sheet (May 2013)

Among companies that held meetings between January 1 and April 30, 2013, management was successful in omitting nearly one-quarter of shareholder proposals submitted. Among Russell 3000 companies that held meetings during the period, 53 of the 224 shareholder proposals were omitted based on no-action relief granted by the SEC. By subject, the “other” category comprising resolutions on director nomination, mergers and acquisitions transactions, asset divestitures, or other value maximization proposals, had the highest proportion of omitted proposals (55.6 percent, or 10 of the 18 resolutions). Just over one-third of executive compensation
proposals ( 16, or 34.8 percent) were omitted.