2024 Say on Pay + Proxy Vote Results

BREAKDOWN OF SAY ON PAY VOTE RESULTS

14 Russell 3000 companies (0.9%) have failed Say on Pay thus far in 2024, 3 of which are in the S&P 500 (0.8%). Five companies have failed since our last report (bolded on page 3).

SAY ON PAY OBSERVATIONS

• 14 companies (0.9%) have failed Say on Pay thus far in 2024, compared to 26 companies at this time in 2023 (1.7%)
• The percentage of Russell 3000 companies receiving greater than 90% support (76%) is higher than the percentage at this time last year (74%)
• The current Russell 3000 average vote result of 91.2% is 120 basis points higher than the index’s 2023 year-end average, and the current S&P 500 average vote result of 89.8% is 110 basis points higher than the index’s 2023 year-end average
• The Russell 3000 average vote result of 91 .2% thus far in 2024 is 50 basis points higher than the average vote result at this time last year (90.7%}, and the highest in any single year since 2017

COMPARISON OF RUSSELL 3000 AND S&.P 500

SAY ON PAY VOTE RESULTS BY GICS SECTOR

FREQUENCY OF ISS “AGAINST” RECOMMENDATIONS

• 8.8% of Russell 3000 companies and 7.6% of S&P 500 companies have received an ISS “Against” recommendation thus far in 2024
• The convergence of the ISS “Against” recommendation rates between the Russell 3000 and S&P 500 is similar to the trend from 2019-2021
• The ISS “Against” recommendation rates between the two indices diverged from 2022-2023

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

The average vote result for Russell 3000 companies that received an ISS “Against” is 24% lower than those that received an ISS “For” thus far in 2024; the spread is 28% for S&P 500 companies.

LIKELY CAUSES OF SAY ON PAY VOTES UNDER 50% IN 2024

• Shareholders have voted on 72 environmental proposals and 172 social proposals thus far in 2024
• Median vote support is 21% for environmental proposals and 17% for social proposals
• Two environmental proposals (3%) and one social proposal (1%) have received greater than 50% support thus far in 2024; at this time last year, two environmental proposal and four social proposals had received greater than 50% support; median vote support thus far is slightly above median support observed in 2023
• Both passing environmental proposals were requests to restaurant companies to disclose greenhouse gas emissions

ENVIRONMENTAL&. SOCIAL PROPOSALS MEDIAN VOTE RESULTS

ENVIRONMENTAL&. SOCIAL PROPOSALS VOTE RESULT DISTRIBUTIONS

SPOTLIGHT: WINCiSTOP

A shareholder submitted a proposal requesting that Wingstop disclose greenhouse gas (GHG) emissions and targets for reducing them.

The proposal received 52% vote support

• The proponent asserted that the company pays little attention to climate change risks, overlooking a material competitive concern
• The proponent argued that Wingstop is lagging behind peer companies like McDonald’s and Yum! Brands in disclosing and mitigating GHG emissions in their supply chain
• The board opposed the proposal, citing the Company’s ESG program that is focused on recycling frying oil and waste and using energy efficient equipment, as well its use of a utilities management system to gain visability into emissions data
• ISS noted several major competitors already disclose both current emissions and emissions reductions targets and that the information disclosed by the Company does not provide an adequate response to climate risk
• ISS supported the proposal, noting that GHG emissions reporting is the standard among peers and that this information is important to investors considering how to assess climate risk

DIRECTOR ELECTION OBSERVATIONS

• Average vote support for Director nominees of 95.3% thus far in 2024 is 60 basis points higher than the year-end support observed in 2023
• 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 420 basis points lower than at companies that received above 70% support
• Average vote support for male and female Director nominees has converged over the past five years; average support for female directors is now only 80 basis points higher than average support for male nominees

BREAKDOWN OF DI RECTOR ELECTION RESULTS

AVERAGE DIRECTOR ELECTION RESULTS IN YEAR FOLLOWING SAY ON PAY (2020-2024)

AVERAGE DIRECTOR ELECTION RESULTS BY GENDER

• Average vote support for equity proposals thus far in the proxy season (88.9%) is 140 basis points above the average vote support observed at this time last year (87.5%)
• Zevra Therapeutics and Preferred Bank have both received vote support below 50% in 2024
• ISS has recommended “Against” 23-4% of equity proposals, which is at the median of the historical range
• Average support for equity proposals that received an ISS “Against” recommendation thus far in 2024 (73%) is aligned with average vote support observed for companies that received an ISS “Against” in 2023 (72%)

BREAKDOWN OF EQUITY PLAN PROPOSAL VOTES

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

The average vote result for companies that receive an ISS “Against” is 22% percentage points lower than those that receive an ISS “For” thus far in 2024

ISS “AGAINST” RECOMMENDATION RATE