(2) Advisory Vote to Ratify Named Executive Officers' Compensation

Sponsor: Mgmt

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Votes on this proposal

CBIS Against
Trillium Asset Management Against
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.
Calvert Funds (1 vote) Against
Calvert Social Index Fund Against
Calvert Social Index Fund: A vote AGAINST this proposal is warranted. The company granted the CEO a $30 million retention equity grant in early fiscal 2018. Although two-thirds of the award is performance-vested, the goals are not rigorous, particularly in the context of the award magnitude. It appears as though the grant will not be factored into his annual pay decisions as the CEO will also receive his standard grant of equity in 2018. Finally, his pay is benchmarked above the market median.The magnitude of CEO pay exceeds the 75th percentile of the company's peer group.The CEO's total pay exceeds 4 times the average NEO pay.