Upcoming Meeting

International Business Machines Corp., Apr 25, 2017 Annual Meeting

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Proposals

Num. Proposal Text Mgmt Calvert Social Index Trillium CBIS
1.1 Elect Director Kenneth I. Chenault For For Against For
Calvert Social Index Fund: There is both gender and racial diversity on the board.
Trillium Asset Management: Research A shareholder proposal received at least 20% shareholder support in the last yearThere is both gender and racial diversity on the board.There is at least 30 percent diversity.
1.2 Elect Director Michael L. Eskew For For Against For
Calvert Social Index Fund: There is both gender and racial diversity on the board.
Trillium Asset Management: Research A shareholder proposal received at least 20% shareholder support in the last yearThere is both gender and racial diversity on the board.There is at least 30 percent diversity.
1.3 Elect Director David N. Farr For For Against For
Calvert Social Index Fund: There is both gender and racial diversity on the board.
Trillium Asset Management: Research A shareholder proposal received at least 20% shareholder support in the last yearThere is both gender and racial diversity on the board.There is at least 30 percent diversity.
1.4 Elect Director Mark Fields For For Against For
Calvert Social Index Fund: There is both gender and racial diversity on the board.
Trillium Asset Management: Research A shareholder proposal received at least 20% shareholder support in the last yearThere is both gender and racial diversity on the board.There is at least 30 percent diversity.
1.5 Elect Director Alex Gorsky For For Against For
Calvert Social Index Fund: There is both gender and racial diversity on the board.
Trillium Asset Management: Research A shareholder proposal received at least 20% shareholder support in the last yearThere is both gender and racial diversity on the board.There is at least 30 percent diversity.
1.6 Elect Director Shirley Ann Jackson For For Against For
Calvert Social Index Fund: There is both gender and racial diversity on the board.
Trillium Asset Management: Research A shareholder proposal received at least 20% shareholder support in the last yearThere is both gender and racial diversity on the board.There is at least 30 percent diversity.
1.7 Elect Director Andrew N. Liveris For For Against For
Calvert Social Index Fund: There is both gender and racial diversity on the board.
Trillium Asset Management: Research A shareholder proposal received at least 20% shareholder support in the last yearThere is both gender and racial diversity on the board.There is at least 30 percent diversity.
1.8 Elect Director W. James McNerney, Jr. For For Against For
Calvert Social Index Fund: There is both gender and racial diversity on the board.
Trillium Asset Management: Research A shareholder proposal received at least 20% shareholder support in the last yearThere is both gender and racial diversity on the board.There is at least 30 percent diversity.
1.9 Elect Director Hutham S. Olayan For For Against For
Calvert Social Index Fund: There is both gender and racial diversity on the board.
Trillium Asset Management: Research A shareholder proposal received at least 20% shareholder support in the last yearThere is both gender and racial diversity on the board.There is at least 30 percent diversity.
1.10 Elect Director James W. Owens For For Against For
Calvert Social Index Fund: There is both gender and racial diversity on the board.
Trillium Asset Management: Research A shareholder proposal received at least 20% shareholder support in the last yearThere is both gender and racial diversity on the board.There is at least 30 percent diversity.
1.11 Elect Director Virginia M. Rometty For For Against For
Calvert Social Index Fund: There is both gender and racial diversity on the board.
Trillium Asset Management: Research A shareholder proposal received at least 20% shareholder support in the last yearThere is both gender and racial diversity on the board.There is at least 30 percent diversity.
1.12 Elect Director Sidney Taurel For For Against For
Calvert Social Index Fund: There is both gender and racial diversity on the board.
Trillium Asset Management: Research A shareholder proposal received at least 20% shareholder support in the last yearThere is both gender and racial diversity on the board.There is at least 30 percent diversity.
1.13 Elect Director Peter R. Voser For For Against For
Calvert Social Index Fund: There is both gender and racial diversity on the board.
Trillium Asset Management: Research A shareholder proposal received at least 20% shareholder support in the last yearThere is both gender and racial diversity on the board.There is at least 30 percent diversity.
2 Ratify PricewaterhouseCoopers LLP as Auditors For For For Against
Calvert Social Index Fund: In the absence of further concerns, a vote FOR is warranted.
Trillium Asset Management: Research Less than 25 percent of total audit fees paid are attributable to non-audit work.
3 Advisory Vote to Ratify Named Executive Officers' Compensation For Against Against Against
Calvert Social Index Fund: A vote AGAINST this proposal is warranted. Total CEO pay increased substantially due to a one-time option award made in addition to routine compensation. Concerns regarding the design of the award are exacerbated by its significant size. Further, previous concerns persist: the CEO's award opportunities remain relatively high and specific performance targets under both the annual and long-term incentive plans are not disclosed, which severely impedes shareholders' ability to assess the rigor of those programs. The CEO's total pay exceeds 4 times the average NEO pay.The magnitude of CEO pay exceeds the 75th percentile of the company's peer group.
Trillium Asset Management: Research The CEO's total compensation is greater than 150 times national median household income.The CEO's total compensation is greater than the median of its direct peers.The CEO's compensation is not linked to the company's ESG performance.The previous year's restricted shares and stock options awarded to the CEO vest over less than five years.
4 Advisory Vote on Say on Pay Frequency One Year One Year One Year One Year
Calvert Social Index Fund: We support an annual shareholder advisory vote on compensation.
Trillium Asset Management: Research Vote for an ANNUAL Management Say on Pay proposal.
5 Report on Lobbying Payments and Policy Against For For For
Calvert Social Index Fund: A vote FOR this resolution is warranted, as additional information on the company's trade association activities, payments, and related oversight mechanisms would allow shareholders to comprehensively understand the company's management of its lobbying activities and any related risks and benefits.
Trillium Asset Management: Research We support resolutions on lobbying efforts.
6 Reduce Ownership Threshold for Shareholders to Call Special Meeting Against For For For
Calvert Social Index Fund: Calvert supports the right of shareholders to call a special meeting.
Trillium Asset Management: Research A vote FOR this proposal is warranted because a 10 percent threshold is more reasonable given the company's ownership structure.
7 Adopt Proxy Access Right
Included in FocusLists Included in 1 FocusList: Proxy Access
Against For For For
Calvert Social Index Fund: A vote FOR this proposal is warranted, as adoption of proxy access will enhance shareholder rights and the proposal includes appropriate safeguards.
Trillium Asset Management: Research A vote FOR this proposal is warranted, as adoption of proxy access will enhance shareholder rights and the proposal includes appropriate safeguards.

This data reflects the announced voting intentions of institutional investors. These votes may change as the meeting approaches. (See our disclaimer.)


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