Press Release

Egan-Jones Proposed 2016 Guideline Changes

Haverford, PA -- Egan Jones Proxy Services announced today a series of proposed changes to its guidelines for Proxy Season 2016.

"Of greatest interest is the second proposed change to the Standard Guidelines, 'If the CEO is on the Board of Directors,' which would allow CEOs to be on a maximum of one outside Board," said Kevin McManus, Vice President and Director of Proxy Services at Egan-Jones. "Also of note is the fifth proposed change, 'Bad Board Policy,' to WITHHOLD votes from certain Compensation Committee and other Board members," McManus added.

Topic

Proposed Changes

Standard

Taft-Hartley

SRI

Catholic

I. DIRECTORS

Separation of Chairman and CEO

WITHHOLD votes from Chairman of the Board if he also serves as the CEO and the company receives a poor Board Score

WITHHOLD votes from Chairman of the Board if he also serves as the CEO

WITHHOLD votes from Chairman of the Board if he also serves as the CEO

WITHHOLD votes from Chairman of the Board if he also serves as the CEO

If the CEO is on the Board of Directors

WITHHOLD votes from CEO if he holds more than one outside public directorship

WITHHOLD votes from CEO if he holds more than one outside public directorship

WITHHOLD votes from CEO if he holds more than one outside public directorship

WITHHOLD votes from CEO if he holds more than one outside public directorship

Auditor Rotation

No change

Auditor rotation every 7 years

Auditor rotation every 7 years

Auditor rotation every 7 years

Number of public company directorships

WITTHOLD votes if a director sits on more than six other public directorships

WITTHOLD votes if a director sits on more than six other public directorships

WITTHOLD votes if a director sits on more than six other public directorships

WITTHOLD votes if a director sits on more than six other public directorships

Bad Board Policy

WITHHOLD votes from Compensation Committee members in cases when a company obtains a questionable score on the Egan-Jones compensation rating model.

WITHHOLD votes from Compensation Committee members in cases when a company obtains a questionable score on the Egan-Jones compensation rating model.

WITHHOLD votes from Compensation Committee members in cases when a company obtains a questionable score on the Egan-Jones compensation rating model.

WITHHOLD votes from Compensation Committee members in cases when a company obtains a questionable score on the Egan-Jones compensation rating model.

WITHHOLD votes from CEO in cases when a company obtains a questionable score on the Egan-Jones compensation rating model and the company does not have Compensation Committee.

WITHHOLD votes from CEO in cases when a company obtains a questionable score on the Egan-Jones compensation rating model and the company does not have Compensation Committee.

WITHHOLD votes from CEO in cases when a company obtains a questionable score on the Egan-Jones compensation rating model and the company does not have Compensation Committee.

WITHHOLD votes from CEO in cases when a company obtains a questionable score on the Egan-Jones compensation rating model and the company does not have Compensation Committee.

A vote “AGAINST” the Cash Bonus Plan will consequentially give the Company a negative adjustment to its Board

A vote “AGAINST” the Cash Bonus Plan will consequentially give the Company a negative adjustment to its Board

A vote “AGAINST” the Cash Bonus Plan will consequentially give the Company a negative adjustment to its Board

A vote “AGAINST” the Cash Bonus Plan will consequentially give the Company a negative adjustment to its Board

• WITHHOLD votes from members of the Compensation Committee

• WITHHOLD votes from members of the Compensation Committee

• WITHHOLD votes from members of the Compensation Committee

• WITHHOLD votes from members of the Compensation Committee

• WITHHOLD votes from the CEO IF the Company does not have a Compensation Committee

• WITHHOLD votes from the CEO IF the Company does not have a Compensation Committee

• WITHHOLD votes from the CEO IF the Company does not have a Compensation Committee

• WITHHOLD votes from the CEO IF the Company does not have a Compensation Committee

Board Accountability

Case-by-case basis for the following:

Case-by-case basis for the following:

Case-by-case basis for the following:

Case-by-case basis for the following:

• Evidence or belief of failure of the board to properly account and prepare for risk (i.e. carbon or cyber issues)

• Evidence or belief of failure of the board to properly account and prepare for risk (i.e. carbon or cyber issues)

• Evidence or belief of failure of the board to properly account and prepare for risk (i.e. carbon or cyber issues)

• Evidence or belief of failure of the board to properly account and prepare for risk (i.e. carbon or cyber issues)

• A low board score, coupled with poor performance.

• A low board score, coupled with poor performance.

• A low board score, coupled with poor performance.

• A low board score, coupled with poor performance.

• Legal or ethical problems in the company or its management.

• Legal or ethical problems in the company or its management.

• Legal or ethical problems in the company or its management.

• Legal or ethical problems in the company or its management.

II. SHAREHOLDER PROPOSALS

Shareholder Proposal on GMO-Related Issues

AGAINST

AGAINST

FOR

FOR

Shareholder Proposal on Greenhouse Gas Reduction

AGAINST

FOR

FOR

FOR

Shareholder Proposal on Tax Payments on Restricted Awards

AGAINST

AGAINST

AGAINST

AGAINST

Shareholder Proposal on Recovery of Unearned Management Bonuses

AGAINST

FOR

FOR

FOR

Shareholder Proposal on Approval the Implementation of the Holy Land Principles

AGAINST

FOR

FOR

FOR

Shareholder Proposal Regarding Quantifiable Performance Metrics

CASE-BY-CASE on shareholder proposals that request the board adopt the policy regarding quantifiable performance metrics. FOR this proposal in cases when compensation rating model results in an 'Against' recommendation on 'Say-on-Pay' proposal. AGAINST this proposal in cases of when compensation rating model results in a 'For' recommendation on 'Say-on-Pay’ proposal.

CASE-BY-CASE on shareholder proposals that request the board adopt the policy regarding quantifiable performance metrics. FOR this proposal in cases when compensation rating model results in an 'Against' recommendation on 'Say-on-Pay' proposal. AGAINST this proposal in cases of when compensation rating model results in a 'For' recommendation on 'Say-on-Pay’ proposal.

CASE-BY-CASE on shareholder proposals that request the board adopt the policy regarding quantifiable performance metrics. FOR this proposal in cases when compensation rating model results in an 'Against' recommendation on 'Say-on-Pay' proposal. AGAINST this proposal in cases of when compensation rating model results in a 'For' recommendation on 'Say-on-Pay‘ proposal.

CASE-BY-CASE on shareholder proposals that request the board adopt the policy regarding quantifiable performance metrics. FOR this proposal in cases when compensation rating model results in an 'Against' recommendation on 'Say-on-Pay' proposal. AGAINST this proposal in cases of when compensation rating model results in a 'For' recommendation on 'Say-on-Pay’ proposal.

Shareholder Proposal Regarding Vote Tabulation

FOR

FOR

FOR

FOR



Comments or questions to the proposed Guideline changes should be directed to Ms. Magda Pacheco, Manager, Client Relations at Egan-Jones Proxy Services (mpacheco@egan-jones.com) before January 20, 2016.

Egan-Jones Proxy Services will announce its final 2016 Guidelines by the end of January, 2016.


Contact:

Kevin McManus
Egan-Jones Proxy Services
61 Station Road
Haverford, PA 19041
+1-703-982-1083
kmcmanus@egan-jones.com
https://twitter.com/theproxyexperts

 

Egan-Jones Proxy Services (“EJP”) is a leading provider of independent proxy research, voting recommendations and voting services to a variety of institutional investors. EJP assists institutional fiduciaries in determining voting directions as well as assisting in the administrative submission of proxy voting, and provides research, recommendations, voting, and voting record retention services on various shareholder proxy voting matters. EJP was established in 2002 by the Egan-Jones Ratings Co., Inc. (“EJR”), a nationally recognized statistical rating organization (“NRSRO”) as designated by the U.S. Securities and Exchange Commission. EJR provides credit rating services for primarily institutional clients. EJP is a related division of EJR, and is not a subsidiary or stand-alone corporate entity. EJP and EJR have physical and electronic safeguards in place to prevent conflicts of interest and the sharing of client data.