Egan-Jones Proxy Services, Since 2002 | research@ejproxy.com

Published January 2025 | 2

Egan-Jones Proxy Services, Since 2002 | research@ejproxy.com

Published January 2025 | 3

Egan-Jones Proxy Services, Since 2002 | research@ejproxy.com

Published January 2025 | 4

Egan-Jones Proxy Services, Since 2002 | research@ejproxy.com

Published January 2025 | 5

Egan-Jones Proxy Services, Since 2002 | research@ejproxy.com

Published January 2025 | 6

Proposal

Vote Recommendation

We generally recommend FOR because according to our policy, the

financial statements give a true and fair view of the financial position

Accept accounting irregularity

of the Company for the recent fiscal year, and of its financial

performance and its cash flows for the year then ended in accordance

with the law.

We generally recommend FOR because according to our policy, the

Accept financial statements/statutory

financial statements give a true and fair view of the financial position

of the Company for the recent fiscal year, and of its financial

report

performance and its cash flows for the year then ended in accordance

with the law.

We generally recommend FOR because according to our policy, the

financial statements give a true and fair view of the financial position

Receive annual report and accounts

of the Company for the recent fiscal year, and of its financial

performance and its cash flows for the year then ended in accordance

with the law.

Egan-Jones Proxy Services, Since 2002 | research@ejproxy.com

Published January 2025 | 7

Proposal

Vote Recommendation

Approve discharge of auditors

We generally recommend FOR because after reviewing the auditor

acts for the fiscal year that has ended, we find it advisable to grant

discharge from liability to the auditors.

Ratify auditor appointment

We generally recommend FOR this proposal when the non-auditor

fees do not exceed 50% of the total auditor fees.

Ratify auditor appointment and

We generally recommend FOR this proposal when the non-auditor

remuneration

fees do not exceed 50% of the total auditor fees.

Ratify auditor or director remuneration

We generally recommend FOR because according to our policy, the

proposed director and auditor emoluments are commensurate with

their efforts, services rendered, and contribution to the Company.

Remove auditor

We generally recommend a vote FOR the removal of the auditors

whenever the Company may deem it necessary to ensure auditor

independence and integrity.

Egan-Jones Proxy Services, Since 2002 | research@ejproxy.com

Published January 2025 | 8

Proposal

Vote Recommendation

Approve dividends

We generally recommend FOR because according to our policy, the

proposed dividend payout will not put the company´s liquidity at risk.

Approve share repurchase plan

We generally recommend FOR when the following calculation exceeds

the 25th percentile: the total shareholder return (tsr) over a recent

period divided by the CEO (or similar) compensation and translated

into a percentile (compared to other companies).

Approve stock terms revision

This proposal is considered on a case-by-case basis by the guidelines

committee.

Change share par value

We generally recommend FOR if the new par value is less than or

equal to the old par value.

Convert shares

We generally recommend FOR when the conversion would provide

equal rights to shareholders.

Decrease authorized shares

We generally recommend FOR because according to our policy, the

proposed decrease in authorized shares will provide the Company

with greater strategic flexibility in managing dilution and its capital

structure.

Exchange debt for equity

We generally recommend FOR if the transaction is the best available

option for current equity holders.

Increase authorized shares

We generally recommend FOR except when one of the following

conditions is met: 1) The new proposed stock is >50% of total

authorized shares of common stock; 2) The increase is NOT tied to a

specific transaction or financing proposal; and 3) The Share pool was

NOT used up due to equity plans.

Issue bonds

We generally recommend FOR because according to our policy,

approval of this proposal will give the Company greater flexibility in

considering and planning for future corporate needs, including, but

not limited to, stock dividends, grants under equity compensation

plans, stock splits, financings, potential strategic transactions,

including mergers, acquisitions, and business combinations, as well as

other general corporate transactions.

Issue shares

We generally recommend FOR except when one of the following

conditions is met: 1) The new proposed stock is >50% of total

authorized shares of common stock; 2) The increase is NOT tied to a

specific transaction or financing proposal; and 3) The Share pool was

NOT used up due to equity plans.

Issue shares below NAV

We generally recommend FOR because according to our policy, issuing

shares below net asset value (NAV) would provide the Fund with

flexibility in raising capital, reducing debt, preventing insolvency, and

Egan-Jones Proxy Services, Since 2002 | research@ejproxy.com

Published January 2025 | 9

Proposal

Vote Recommendation

funding strategic acquisitions or growth opportunities. While it

typically leads to dilution, a discounted issuance can be used in ways

that may ultimately enhance shareholder value, improve financial

stability, and position the company for long-term success.

Issue shares upon exercise of warrants

We generally recommend FOR because according to our policy, the

proposed issuance of shares will provide the Company with a source

of capital to fund its corporate endeavors and activities.

Reclassify shares

We generally recommend FOR when the conversion would provide

equal rights to shareholders.

Re-price options

We generally recommend FOR if both of the following conditions are

met: 1) the Company's current share price is below the original strike

price and 2) the new option strike price divided by the current option

strike price is less than 1.2.

Repurchase bonds

We generally recommend FOR when the following calculation exceeds

the 25th percentile: the total shareholder return (tsr) over a recent

period divided by the CEO (or similar) compensation and translated

into a percentile (compared to other companies).

Split stock / reverse split

We generally recommend FOR because according to our policy, the

proposed reverse stock split would make the Company’s common

stock a more attractive and cost-effective investment for many

investors, thereby enhancing the liquidity of current stockholders and

potentially broadening the investor base.

Stock exchange listing

We generally recommend FOR because according to our policy,

approval of the stock exchange listing would create investment

opportunities for the Company and provide greater liquidity while

diversifying the risks associated with it.

Egan-Jones Proxy Services, Since 2002 | research@ejproxy.com

Published January 2025 | 10

Proposal

Vote Recommendation

Approve sustainability auditor

We generally recommend a vote AGAINST because according to our

policy, the appointment of a separate sustainability auditor is

unwarranted, given that the Company already integrates sustainability

into its existing audit process. The Company’s current approach

effectively addresses sustainability concerns without the need for

additional oversight. Furthermore, approval of this proposal would

impose unnecessary costs and administrative burdens, diverting

resources from other critical business priorities.

Approve sustainability report

We generally recommend a vote AGAINST because, according to our

policy, approval of this proposal would result in the Company incurring

unnecessary costs and expenses by duplicating efforts that are already

underway.

Egan-Jones Proxy Services, Since 2002 | research@ejproxy.com

Published January 2025 | 11

Proposal

Vote Recommendation

Approve bonuses

We generally recommend FOR when the following calculation

exceeds the 25th percentile: the total shareholder return (tsr)

over a recent period divided by the CEO (or similar)

compensation and translated into a percentile (compared to

other companies).

Approve employee stock purchase plan

We generally recommend FOR if both of the following

conditions are met: 1) the plan qualifies under section 423c

and 2) the new option strike price divided by the current

option strike price is less than 1.2.

Approve

This proposal is considered on a case-by-case basis by the

employment/management/severance/partnership

guidelines committee.

agreement

Approve executive/director/related party

We generally recommend FOR because according to our

transactions

policy, the related party transaction is advisable, substantively

and procedurally fair to, and in the best interests of the

Company and its shareholders.

Approve incentive stock option plan (non-SPAC)

We generally recommend FOR when the percentage of total

approved and proposed shares over outstanding shares is less

than 10%.

Approve incentive stock option plan (SPAC)

We recommend a vote AGAINST this proposal because

according to our policy, the maximum number of shares

requested in the plan would be dilutive in the interests of the

shareholders.

Approve other compensation

This proposal is considered on a case-by-case basis by the

guidelines committee.

Approve retirement plan / allowance

We generally recommend FOR when the following calculation

exceeds the 25th percentile: the total shareholder return (tsr)

over a recent period divided by the CEO (or similar)

compensation and translated into a percentile (compared to

other companies).

Distribute profit/dividend/etc according to plan

We generally recommend FOR because according to our

policy, the proposed distribution plan will not put the

company´s liquidity at risk.

Egan-Jones Proxy Services, Since 2002 | research@ejproxy.com

Published January 2025 | 12

Proposal

Vote Recommendation

Adopt/amend board nomination

We generally recommend FOR if the following conditions are met: the

procedure

candidate nominations can be submitted within 90 days of the annual

meeting and the director information disclosure is required.

Approve director indemnification

We generally recommend FOR because according to our policy,

approval of director indemnification would enable the Company to

provide a greater scope of protection to directors in cases of

litigations. Further, such a provision would also help the Company to

attract, retain and motivate its directors whose efforts are essential to

the Company's success.

Approve director liability insurance

We generally recommend FOR because according to our policy,

approval of director liability insurance would enable the Company to

provide a greater scope of protection to directors in cases of

litigations. Further, such a provision would also help the Company to

attract, retain and motivate its directors whose efforts are essential to

the Company's success.

Approve spill resolution

We generally recommend FOR when the following calculation exceeds

the 25th percentile: the total shareholder return (tsr) over a recent

period divided by the CEO (or similar) compensation and translated

into a percentile (compared to other companies).

Authorize board to fill vacancies

We generally recommend FOR if the appointees will face a

shareholder vote at the next annual meeting.

Authorize exculpation of officers (DGCL)

We generally recommend a vote FOR because according to our policy,

implementation of the exculpation provision pursuant to Delaware

Law will enable the Company to attract, retain and motivate its

officers whose efforts are essential to the Company's success.

Additionally, Delaware's exculpation law strikes a balanced approach,

offering protection to directors while ensuring accountability for

significant breaches of their fiduciary duties.

Change number of directors

We generally recommend FOR if the board size is between 5 and 15.

Change size of board of directors

We generally recommend FOR if the board size is between 5 and 15.

Classify the board

We generally recommend AGAINST because according to our policy,

staggered terms for directors increase the difficulty for shareholders

to make fundamental changes to the composition and behavior of a

board. We prefer that the entire board of a company be elected

annually to provide appropriate responsiveness to shareholders.

Declassify the board

We generally recommend FOR because according to our policy,

staggered terms for directors increase the difficulty for shareholders

to make fundamental changes to the composition and behavior of a

Egan-Jones Proxy Services, Since 2002 | research@ejproxy.com

Published January 2025 | 13

Proposal

Vote Recommendation

board. We prefer that the entire board of a company be elected

annually to provide appropriate responsiveness to shareholders.

Decrease required director experience /

We generally recommend AGAINST because according to our policy, a

expertise / diversity

diversified board would encourage good governance and enhance

shareholder value. Bringing together a diverse range of skills and

experience is necessary in building a constructive and challenging

board.

Eliminate retirement age requirement

We generally recommend FOR this proposal because, in accordance

with our policy, the Company and its shareholders are in the best

position to determine the approach to corporate governance,

particularly board composition. Imposing inflexible rules, such as age

limits for outside directors, does not necessarily correlate with returns

or benefits for shareholders. Similar to arbitrary term limits, age limits

could force valuable directors off the board solely based on their age,

potentially undermining the effectiveness of the board.

Remove director with cause

We generally recommend AGAINST the proposal because according to

our policy, directors should be removed with or without cause. This

level of flexibility allows the Company to make necessary changes to

its leadership when deemed appropriate. Allowing for the removal of

directors with or without cause ensures that the Board can effectively

address issues such as performance concerns and maintain the best

interests of the Company and its shareholders.

Remove director without cause

We generally recommend a vote FOR because according to our policy,

allowing shareholders to remove a director without cause enhances

accountability and strengthens shareholder rights. This provision

empowers shareholders to take action if they believe a director is not

acting in the best interests of the company, ensuring greater

transparency and governance.

Egan-Jones Proxy Services, Since 2002 | research@ejproxy.com

Published January 2025 | 14

Proposal

Vote Recommendation

Adopt greenmail provision

We generally recommend AGAINST because according to our policy,

the adoption of greenmail provision will pave the way for a potential

hostile takeover which could be detrimental to the shareholders’

interests.

Advise on merger related compensation

We generally recommend FOR if any of the following conditions are

met: 1) the payout to the executive is reasonable (less than 3x

severance package); 2) the payout is triggered after the transaction

closes; 3) the payouts do not accelerate vesting of equity awards, or 4)

payouts only occur given the executive's termination.

Approve anti-takeover measures

We generally recommend FOR if the following conditions are met: it is

a family controlled entity, there is a change in ownership, and if the

meeting is not contested.

Approve joint venture agreement

This proposal is considered on a case-by-case basis by the guidelines

committee.

Approve liquidation plan

We generally recommend FOR if the following conditions are met: the

transaction is the best strategic alternative for the company and the

appraisal value is fair.

Approve M&A agreement (sale or

This proposal is considered on a case-by-case basis by the guidelines

purchase)

committee.

Approve M&A share issuance

This proposal is considered on a case-by-case basis by the guidelines

committee.

Approve opt-out plan

This proposal is considered on a case-by-case basis by the guidelines

committee.

Approve recapitalization plan

We generally recommend FOR unless the new shares will have

superior voting rights to outstanding shares.

Approve restructuring

This proposal is considered on a case-by-case basis by the guidelines

committee.

Change domicile / jurisdiction of

We generally recommend FOR because according to our policy,

incorporation

changing the Company’s legal domicile is necessary to align the legal

structure of the Company in a manner that is more consistent with

their business objectives.

Proceed with bankruptcy

We generally recommend FOR because according to our policy,

approval of the bankruptcy plan is the best available alternative in

order for the Company to provide a reasonable value for its

shareholders.

Remove antitakeover provision

We generally recommend FOR if the following conditions are met: it is

a family controlled entity, there is a change in ownership, and if the

meeting is not contested.

Egan-Jones Proxy Services, Since 2002 | research@ejproxy.com

Published January 2025 | 15

Proposal

Vote Recommendation

Adjourn meeting

We generally recommend FOR because according to our policy,

approval of the adjournment will enable the Company to solicit

additional proxies if there are insufficient votes at the time of the

meeting to approve a certain proposal.

Adopt notice and access provisions

We generally recommend FOR because according to our policy,

approval of the notice and access provision would provide

shareholders with sufficient disclosure and ample time to make

informed decisions regarding the election of directors at shareholder

meetings. This provision ensures that shareholders have the

opportunity to review relevant information regarding the nominees,

the Company's performance, and other important matters, therefore

enabling the shareholders to participate meaningfully in the

governance process.

Allow virtual-only shareholder meetings

We generally recommend FOR because according to our policy, virtual

meetings will increase the likelihood of an improved attendance rate

in meetings, not to mention the benefits of flexibility, reducing costs

and improved accessibility.

Appoint independent proxy

We generally recommend a vote FOR because according to our policy,

appointment of the independent proxy is necessary to convene the

shareholders meeting.

Approve previous meeting minutes

We generally recommend FOR because according to our policy,

approval of this proposal is in the best interests of the Company and

its shareholders.

Change fiscal year end

We generally recommend FOR because according to our policy, the

proposal would enable the Company to optimize its financial

reporting, improve the timeliness of business operations and strategic

planning, and better align its fiscal year-end with that of its peers. This

alignment will enhance comparability, improve operational efficiency,

and support more effective decision-making.

Change location / date / time

We generally recommend FOR because according to our policy, the

proposed change will increase the likelihood of increased attendance

rate in meetings, not to mention the benefits of flexibility and

improved accessibility to shareholders.

Create notice period of general meeting

We generally recommend voting FOR this proposal because, in

accordance with our policy, there may be situations where it is crucial

for the Company to call meetings on short notice. This proposal would

authorize the Company to convene general meetings (other than the

annual general meeting) with a minimum of 14 clear days' notice,

Egan-Jones Proxy Services, Since 2002 | research@ejproxy.com

Published January 2025 | 16

Proposal

Vote Recommendation

enabling timely action on matters that are urgent or time-sensitive for

the Company.

Elect chairman of the meeting

We generally recommend FOR because electing a presiding person

would allow the Company to facilitate the meeting in an organized

manner.

Expand right to act by written consent

We generally recommend FOR because according to our policy, the

right to act on written consent allows an increased participation of

shareholders in the voting process, thereby democratizing voting and

giving shareholders the right to act independently from the

management.

Restrict right to act by written consent

We generally recommend AGAINST because according to our policy,

the right to act on written consent allows an increased participation of

shareholders in the voting process, thereby democratizing voting and

giving the shareholders the right to act independently from the

management.

Restrict right to call a special meeting

We generally recommend AGAINST the proposal because according to

our policy, the ability of shareholders to call special meetings is widely

regarded as an important aspect of good corporate governance. We

believe the Company’s current threshold appropriately balances the

rights of shareholders to call a special meeting with the broader

interests of the Company and its shareholders.

Egan-Jones Proxy Services, Since 2002 | research@ejproxy.com

Published January 2025 | 17

Proposal

Vote Recommendation

Adopt investment policy

We generally recommend FOR if the investment strategy is cogent.

Approve company as investment trust

This proposal is considered on a case-by-case basis by the guidelines

committee.

Approve fundamental investment

We generally recommend FOR because according to our policy, a

objective

fundamental investment objective for funds will ensure that any

revision or matter related to the fund’s activities will be brought up for

shareholder approval, thereby protecting their interests as

shareowners. By involving shareholders in key decisions, the Company

reinforces transparency, accountability, and the protection of

shareholder value.

Approve investment advisory agreement

We generally recommend FOR if the following conditions are met: the

investment fees are reasonable and the investment strategy is cogent.

Approve management agreement

We generally recommend FOR if the following conditions are met: the

investment fees are reasonable and the investment strategy is cogent.

Approve non-fundamental investment

We generally recommend AGAINST because according to our policy, a

objective

fundamental investment objective for funds will ensure that any

revision or matter related to the fund’s activities will be brought up for

shareholder approval, thereby protecting their interests as

shareowners.

Approve sub-investment advisory

We generally recommend FOR if the following conditions are met: the

agreement

investment fees are reasonable and the investment strategy is cogent.

Change fundamental restriction to non-

We generally recommend AGAINST because according to our policy,

fundamental

approval of the proposal would increase the Fund’s exposure to

significant losses arising from investment in high-risk assets.

Moreover, contrary to a fundamental investment restriction, non-

fundamental investment restrictions are often focused on short-term

investing which is subject to market volatility and fluctuations.

Convert to open-end fund

We generally recommend FOR because according to our policy, the

conversion to an open-end fund would provide for portfolio

diversification hence reducing the Company's risk exposure, and at the

same time providing greater liquidity to its shareholders.

Issue/approve 12b-1 plan (distribution of

We generally recommend FOR because according to our policy,

funds through intermediaries)

approval of the 12b-1 plan would enable the Fund to facilitate its

distribution and sale through various intermediaries, which would be

beneficial in improving its asset position.

Egan-Jones Proxy Services, Since 2002 | research@ejproxy.com

Published January 2025 | 18

Proposal

Vote Recommendation

Advise on executive compensation (SAY-

We generally recommend FOR when the following calculation exceeds

ON-PAY)

the 25th percentile: the total shareholder return (tsr) over a recent

period divided by the CEO (or similar) compensation and translated

into a percentile (compared to other companies).

Allot securities

We generally recommend FOR because according to our policy, the

allotment of shares or securities will enable the Company to capitalize

on future business opportunities. This flexibility provides the Company

with the ability to act promptly and strategically to business decisions,

ensuring it remains competitive and well-positioned for long-term

success.

Appropriate profits/surplus

We generally recommend FOR because according to our policy, the

proposed allocation of profits or earnings is commensurate with the

Company’s current financial position.

Approve directors' compensation

We generally recommend FOR because according to our policy, the

proposed director emoluments are commensurate with the directors’

efforts and contributions, and approval of the proposal would enable

the Company to attract, retain and motivate its directors who are

essential to the Company's success.

Approve named executive officers'

We generally recommend FOR when the following calculation exceeds

compensation

the 25th percentile: the total shareholder return (tsr) over a recent

period divided by the CEO (or similar) compensation and translated

into a percentile (compared to other companies).

Decide frequency of executive

We recommend a frequency of 1-year for this type of proposal.

compensation

Reduce of legal reserve

We generally recommend FOR because according to our policy, the

proposed reduction of legal reserves is commensurate with the

Company’s current financial position and would strengthen its

cashflow.

Egan-Jones Proxy Services, Since 2002 | research@ejproxy.com

Published January 2025 | 19

Proposal

Vote Recommendation

Approve directors' report

We generally recommend FOR because approval of the directors'

report is in the best interests of the Company and its shareholders.

Approve discharge of board and president

We generally recommend FOR because according to our policy, we

find no breach of fiduciary duty that compromised the Company and

shareholders’ interests for the fiscal year that has ended.

Approve discharge of management board

We generally recommend FOR because according to our policy, we

find no breach of fiduciary duty that compromised the Company and

shareholders’ interests for the fiscal year that has ended.

Approve discharge of supervisory board

We generally recommend FOR because according to our policy, we

find no breach of fiduciary duty that compromised the Company and

shareholders’ interests for the fiscal year that has ended.

Approve financial statements and

We generally recommend FOR because according to our policy, the

discharge directors

financial statements give a true and fair view of the financial position

of the Company for the recent fiscal year, and of its financial

performance and its cash flows for the year then ended in accordance

with the law.

Approve previous board's actions

We generally recommend FOR because according to our policy, we

find no breach of fiduciary duty that compromised the Company and

shareholders’ interests for the fiscal year that has ended.

Authorization to the board to execute legal

We generally recommend FOR because approval of the proposal is

formalities

necessary in order to carry out the legal formalities related to the

meeting.

Delegate authority to a committee

We generally recommend FOR because the delegation of authority to

the committee is in the best interests of the Company and its

shareholders.

Elect company clerk/secretary

We generally recommend FOR because according to our policy, the

nominee appears qualified.

Elect director to board

We generally recommend FOR when the company’s market cap

compared to the universe, the TSR of the company under the

director's leadership and the TSR of other companies under the

director's leadership are all above specific thresholds.

Elect director to committee

We generally recommend FOR when the company’s market cap

compared to the universe, the TSR of the company under the

director's leadership and the TSR of other companies under the

director's leadership are all above specific thresholds.

Elect directors and fix the number of

We generally recommend FOR when the company’s market cap

directors

compared to the universe, the TSR of the company under the

Egan-Jones Proxy Services, Since 2002 | research@ejproxy.com

Published January 2025 | 20

Proposal

Vote Recommendation

director's leadership and the TSR of other companies under the

director's leadership are all above specific thresholds.

Fix number of directors

We generally recommend FOR if the board size is between 5 and 15.

Receive directors' report

We generally recommend FOR because according to our policy, the

financial statements give a true and fair view of the financial position

of the Company for the recent fiscal year, and of its financial

performance and its cash flows for the year that has ended.

Egan-Jones Proxy Services, Since 2002 | research@ejproxy.com

Published January 2025 | 21

Proposal

Vote Recommendation

"Approve acts - ratify the decisions made

We generally recommend FOR if the following conditions are met: the

in the prior fiscal year (e.g., distribution of

act is specified OR the act is related to the distribution of dividends,

initial dividend, discharge of liability)"

release from liability, or decisions made in the fiscal year that has

ended.

Appoint censor

We generally recommend FOR because appointment of the censor

would ensure the integrity of the voting process at the shareholders'

meeting.

Appoint rating agency

We generally recommend FOR because the appointment of the

proposed rating agency is in the best interests of the Company and its

shareholders.

Corporate assembly

We generally recommend FOR because approval of the convening of

the corporate assembly or shareholders' meeting is in the best

interests of the Company and its shareholders.

Egan-Jones Proxy Services, Since 2002 | research@ejproxy.com

Published January 2025 | 22

Proposal

Vote Recommendation

"Adopt, renew, or amend shareholder

We generally recommend FOR if the proposed plan on balance

rights plan"

expands rights for shareholders.

Approve preemptive rights

We generally recommend FOR because according to our policy, pre-

emptive rights allow shareholders to maintain their proportional

ownership in the Company in the event of new share issuance,

protecting their interests and ensuring they are not diluted by future

equity offerings.

Eliminate preemptive rights

We generally recommend FOR because according to our policy, the

elimination of pre-emptive rights would provide the Company with

greater flexibility to finance business opportunities and conduct a

rights issue without being restricted by the stringent requirements of

statutory pre-emption provisions.

Redeem shareholder rights plan

We generally recommend FOR if the additional shares for the

beneficiaries of the poison pill are more attractive than takeover by

the hostile party.

Egan-Jones Proxy Services, Since 2002 | research@ejproxy.com

Published January 2025 | 23

Proposal

Vote Recommendation

Adopt advanced notice requirement

We generally recommend FOR because according to our policy, advance

notice requirement would protect the Company and its shareholders

from ambush proxy solicitations thereby facilitating the nomination of

individuals for election in an orderly process.

Adopt confidential voting

We generally recommend FOR because according to our policy, approval

of the proposal will preserve the confidentiality and integrity of vote

outcomes.

Adopt exclusive forum for disputes

We generally recommend FOR because according to our policy, having

an exclusive forum will allow the Company to address disputes and

litigations in an exclusive jurisdiction, with familiarity of the law, and

reduce the administrative cost and burden related to settlement.

Adopt majority vote for director elections

We generally recommend FOR because according to our policy, a simple

majority vote in director elections will strengthen the Company’s

corporate governance practice. Contrary to plurality voting, a simple

majority standard will give the shareholders a meaningful way of electing

directors by limiting the power of shareholders to elect poorly

performing directors.

Adopt unequal voting rights

We generally recommend AGAINST because according to our policy, in

order to provide equal voting rights to all shareholders, companies

should not utilize dual class capital structures.

Amend quorum/voting requirement

We generally recommend FOR if the proposed quorum is at least 33% of

shares entitled to vote.

Approve cumulative voting

We generally recommend AGAINST because according to our policy

cumulative voting could make it possible for an individual shareholder or

group of shareholders with special interests to elect one or more

directors to the Company’s Board of directors to represent their

particular interests. Such a shareholder or group of shareholders could

have goals that are inconsistent, and could conflict with, the interests

and goals of the majority of the Company’s shareholders.

Approve/increase supermajority voting

We generally recommend AGAINST because according to our policy, a

simple majority vote will strengthen the Company’s corporate

governance practice. Contrary to supermajority voting, a simple majority

standard will give the shareholders equal and fair representation in the

Company by limiting the power of shareholders who own a large stake in

the entity, therefore, paving the way for a more meaningful voting

outcome.

Egan-Jones Proxy Services, Since 2002 | research@ejproxy.com

Published January 2025 | 24

Proposal

Vote Recommendation

Eliminate confidential voting

We generally recommend AGAINST because approval of the proposal

will compromise confidentiality and integrity of vote outco

Eliminate cumulative voting

We generally recommend FOR because according to our policy

cumulative voting could make it possible for an individual shareholder or

group of shareholders with special interests to elect one or more

directors to the Company’s Board of directors to represent their

particular interests. Such a shareholder or group of shareholders could

have goals that are inconsistent, and could conflict with, the interests

and goals of the majority of the Company’s shareholders.

Eliminate unequal voting rights

We generally recommend FOR because according to our policy,

companies should ensure that all shareholders are provided with equal

voting rights, promoting fairness, accountability, and alignment between

economic ownership and control. By adopting a one-share, one-vote

structure, the Company can better uphold shareholder democracy and

support long-term value creation for all investors.

Eliminate/reduce supermajority voting

We generally recommend FOR because according to our policy, a simple

majority vote will strengthen the Company’s corporate governance

practice. Contrary to supermajority voting, a simple majority standard

will give the shareholders equal and fair representation in the Company

by limiting the power of shareholders who own a large stake in the entity

and paving the way for a more meaningful voting outcome.

Establish right to call a special meeting

We generally recommend FOR if at least 10% of voting shares are

required to call a special meeting.

Reimburse proxy contest expenses

We generally recommend FOR if Egan-Jones recommends in favor of the

dissidents.

Egan-Jones Proxy Services, Since 2002 | research@ejproxy.com

Published January 2025 | 25

Proposal

Vote Recommendation

"Adopt MacBride Principles, Sullivan

We generally recommend AGAINST because adoption of this proposal

Principles, or similar"

would be duplicative and would make the Company unnecessarily

accountable to different sets of overlapping fair employment

guidelines that are already covered in its policies.

Amend other articles/bylaws/charter

This proposal is considered on a case-by-case basis by the guidelines

committee.

Approve company name change

We generally recommend FOR because according to our policy, the

proposed name change supports strategic changes that enhance the

Company’s business objectives. Furthermore, the proposed name

change will more effectively reflect the Company's mission and vision,

thereby strengthening its marketing and branding efforts and

improving its overall market positioning.

Approve continuance of company

We generally recommend FOR because according to our policy,

approval of this proposal is in the best interests of the Company and

its shareholders.

Approve political & charitable

We generally recommend FOR because according to our policy, it is

contributions

necessary to allow the Company to fund charitable and political

activities, which is in the best interests of shareholders. Such

contributions can enhance the Company’s reputation, strengthen

stakeholder relationships, and support its broader social and

corporate responsibility goals, ultimately benefiting long-term

shareholder value.

Attend to other business

This proposal is considered on a case-by-case basis by the guidelines

committee.

Establish power to execute legal

We generally recommend FOR because approval of the proposal is

formalities

necessary in order to carry out the legal formalities related to the

meeting.

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Proposal

Vote Recommendation

Appoint auditor

We generally recommend a vote AGAINST because according to our

policy, the appointment of auditors is a responsibility entrusted to the

board of directors, specifically the Audit Committee. In our view, the

procedures governing the selection of auditors adhere to standard

corporate governance and accounting practices. Unless there are

significant concerns that could jeopardize the integrity and

independence of the auditors, we believe that approving this proposal

is neither necessary nor justified at this time.

Prepare an independent third-party audit

We generally recommend AGAINST this proposal because, in

accordance with our policy, conducting a stand-alone audit by the

Company or a group acting on its behalf could potentially reveal

violations of regulations and laws, which could be legally and

reputationally problematic. Additionally, we are concerned that such

an audit could, in our highly litigious society, provide a roadmap for

lawsuits against the Company, which could result in significant costs

for shareholders over the long term.

Rotate auditor

We generally recommend AGAINST because according to our policy,

we have seen no evidence that the auditor's integrity, professionalism,

or independence is in question

Limit auditor non-audit services

We generally recommend FOR because according to our policy,

auditors should not provide non-audit services. This practice ensures

the independence and integrity of the audit process, maintaining

objectivity and minimizing any potential conflicts of interest that could

undermine the reliability of the Company's financial reporting.

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Proposal

Vote Recommendation

Report on board member information

We generally recommend AGAINST because according to our policy,

the information being requested in the shareholder proposal is

unnecessary and will not result in any additional benefit to the

shareholders.

Report on board oversight

We generally recommend AGAINST the proposal because according to

our policy, robust board oversight is essential in the current rapidly

changing business environment. This oversight enhances

management's accountability and supports the exercise of sound

judgment in making business decisions.

Report on proxy voting review

We generally recommend AGAINST this proposal because, in

accordance with our policy, the Company already provides a

comprehensive review of how proxy voting is handled, along with

suggestions for improving the process. As such, the requested proxy

voting report would provide no incremental or meaningful

information to the Company’s shareholders.

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Proposal

Vote Recommendation

Issue dividend

We recommend a vote AGAINST this proposal because according to

our policy, the Company’s dividend payout plan should be governed

by the board of directors after taking into account relevant factors

such as the Company’s liquidity and financial position.

Issue shares

We generally recommend a vote AGAINST this proposal because

according to our policy, the approval could cause potential excessive

dilution in the interests of the shareholders and could potentially

overvalue the Company’s stock price with such an excessive issuance

that is disproportionate to its needs.

Repurchase shares

We generally recommend AGAINST because according to our policy,

while share repurchases can be beneficial for companies in many

cases, the repurchase suggested in this proposal is unnecessary and

misaligned with the current needs of the Company. At this time, the

Company's resources are better utilized elsewhere, and the proposed

repurchase does not support the long-term strategy or financial

objectives that would maximize value for shareholders.

Require shareholder approval to authorize

We generally recommend AGAINST because according to our policy,

issuance of bonds/debentures

such decisions should be made in accordance with the Company’s

needs and circumstances and should be aligned with its business

strategy.

Require shareholder approval to reclassify

We generally recommend FOR because according to our policy,

shares or conversion rights

companies should ensure that all shareholders are provided with

equal voting rights, promoting fairness, accountability, and alignment

between economic ownership and control. By adopting a one-share,

one-vote structure, the Company can better uphold shareholder

democracy and support long-term value creation for all investors.

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Proposal

Vote Recommendation

Adopt animal welfare standards

We generally recommend AGAINST because according to our policy,

the matters raised in the proposal have already been addressed by the

Company. Moreover, the proposal advocates for impractical and

imprudent actions that could negatively impact the business and its

results.

Adopt climate action plan / emissions

We generally recommend AGAINST the proposal, because, according

reduction / resource restriction

to our policy, its approval would not provide additional benefits or

value to shareholders, given the Company’s existing robust policy and

strategy on climate change.

Adopt GMO policy

We generally recommend AGAINST because according to our policy,

approval of the proposal would impose unnecessary burdens on the

Company's operations.

Approve annual advisory vote on climate

We generally recommend a vote AGAINST because according to our

change

policy, adopting this proposal is unnecessary and unwarranted in light

of the Company’s existing approach to climate change and

sustainability. The Company already implements effective strategies in

these areas, making the proposal redundant. Furthermore, approval

would result in significant administrative costs and financial burdens,

diverting resources from other critical initiatives.

Reduce fossil fuel financing

We generally recommend AGAINST because according to our policy,

the Company is already committed to meeting its climate action goals

related to sustainable financing. As businesses move to achieving their

net zero goals, we believe that the Company’s current policies in

financing will bridge the transition to a low carbon economy.

Report on animal welfare

We generally recommend AGAINST because according to our policy,

approval of this proposal would result in the Company incurring

unnecessary costs and expenses by duplicating efforts that are already

underway and providing additional reports with information that is

already available to shareholders.

Report on climate plan / emissions /

We generally recommend AGAINST because according to our policy,

resource use

approval of this proposal would result in the Company incurring

unnecessary costs and expenses by duplicating efforts that are already

underway and providing additional reports with information that is

already available to shareholders.

Report on costs and risks associated with

We generally recommend AGAINST because according to our policy,

climate plan or similar

approval of this proposal would result in the Company incurring

unnecessary costs and expenses by duplicating efforts that are already

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Proposal

Vote Recommendation

Approve retirement plan

This proposal is considered on a case-by-case basis by the guidelines

committee.

Amend clawback provision

We generally recommend AGAINST because according to our policy,

the determination as to whether clawback policies are satisfactory

should be made by the Company in a manner consistent with its

disclosure policies and procedures. We believe that the Company’s

existing policy strikes an appropriate balance and establishes

standards for recoupment of incentive compensation while providing

sufficient detail to appropriately inform and motivate employees.

Cap executive gross pay

We generally recommend AGAINST this proposal because according to

our policy, implementing a cap on executive compensation gross pay,

could negatively impact the hiring and retention of the Company's key

executives and employees. Such a restriction would limit the

Company’s ability to fully capitalize on the skills, expertise, and

experience that individual leaders bring to the organization.

Deduct stock buybacks from pay

We generally recommend AGAINST because according to our policy,

adoption of the proposal will not enhance the Company’s

compensation decision-making process.

Discontinue executive perquisites

We generally recommend a vote AGAINST because according to our

policy, the absolute elimination of perquisites granted to executives

could place the Company at a competitive disadvantage when it

comes to hiring, retaining, and attracting top-tier leaders.

Discontinue professional services

We generally recommend AGAINST because according to our policy, it

allowance

is the benefit of the Company to retain flexibility with respect to

executive compensation, rather than commit to arbitrary principles

which could place the Company at a competitive disadvantage in

recruiting and retaining top talent.

Discontinue stock option and bonus

We generally recommend AGAINST because according to our policy,

programs

approval of the proposal would impose arbitrary limits on the

compensation committee and put the Company at a competitive

disadvantage compared to peers.

Exclude legal/compliance costs in

We generally recommend AGAINST because according to our policy,

adjustments

adoption of the proposal will not enhance the Company’s

compensation decision-making process.

Expense stock options

We generally recommend AGAINST because according to our policy,

expensing stock options could either overstate or understate the

company’s expenses and therefore potentially affect the true value of

its income and financial standing.

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Include ESG metrics in compensation

We generally recommend AGAINST because according to our policy,

its adoption will not enhance the Company’s compensation decision-

making process. ESG targets are often viewed as subjective, and

quantifying whether these goals are met can vary across companies

based on their specific objectives. Additionally, we believe that linking

compensation to ESG metrics could potentially divert executives’ focus

from achieving the Company’s long-term financial goals in favor of

short-term objectives.

Include performance metrics in

We generally recommend AGAINST because according to our policy,

compensation

its adoption will not enhance the Company's compensation decision-

making process. We believe that linking executives' compensation to

various performance metrics could divert executives' focus away from

achieving the Company’s long-term financial goals in favor of short-

term objectives.

Prohibit equity vesting for government

We generally recommend AGAINST the proposal, as, according to our

service

policy, its implementation could hinder the Company’s ability to

attract key employees. Additionally, it could inadvertently penalize

individuals who may wish to enter or return to governmental service.

Remove tax gross-ups

We generally recommend AGAINST because according to our policy, it

is the benefit of the Company to retain flexibility with respect to

executive compensation, rather than commit to arbitrary principles

which could place the Company at a competitive disadvantage in

recruiting and retaining top talent. We believe that it is ultimately in

the shareholders’ best interests that discretionary responsibilities for

this ongoing process continue to be vested in the Board.

Require executives retain shares

We generally recommend AGAINST because according to our policy,

the Company’s current stock ownership requirement strikes an

appropriate balance of encouraging focus on the long-term

performance of the Company and the strong alignment with

shareholder interests, while enabling the Company to attract and

retain the best people in the industry.

Require shareholder vote to ratify

We generally recommend AGAINST because shareholders exert their

executive or director severance pay

satisfaction with compensation in routine say-on-pay votes.

Furthermore, shareholders can hold directors responsible for their

oversight of management via regular director elections.

Use deferral period for compensation

We generally recommend AGAINST because according to our policy,

the existing compensation practice already reflects alignment with the

long-term performance and goals of the Company.

Use GAAP metrics for compensation

We generally recommend AGAINST this proposal because, in

accordance with our policy, approval would impose rigid targets that

could hinder the Company's ability to adapt to adjustments and

fluctuations beyond its control. Additionally, using GAAP metrics in

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Proposal

Vote Recommendation

Change size of board of directors

We generally recommend FOR when the board size is between 5 and

15.

Allow for removal of directors only with

We generally recommend AGAINST the proposal because according to

cause

our policy, directors should be able to be removed with or without

cause. This level of flexibility allows the Company to make necessary

changes to its leadership when deemed appropriate. Allowing for the

removal of directors with or without cause ensures that the Board can

effectively address issues such as performance concerns and maintain

the best interests of the Company and its shareholders.

Classify the board

We generally recommend AGAINST because according to our policy,

staggered terms for directors increase the difficulty for shareholders

to make fundamental changes to the composition and behavior of a

board. We prefer that the entire board of a company be elected

annually to provide appropriate responsiveness to shareholders.

Create non-key committee

We generally recommend AGAINST because according to our policy,

implementing the proposal would not justify the administrative costs

and efforts, nor would it provide a corresponding meaningful benefit

to the Company’s shareholders. Moreover, we believe that the scope

of committee responsibilities as requested in the proposal are already

fulfilled by the board of directors.

Decrease required director experience /

We generally recommend AGAINST because according to our policy, a

expertise / diversity

diversified board would encourage good governance and enhance

shareholder value. Bringing together a diverse range of skills and

experience is necessary in building a constructive and challenging

board.

Designate independent chairman

We generally recommend AGAINST because according to our policy,

we believe that the current Board leadership structure has been

effective in the Company's sustained long-term performance. Thus, we

believe that the Board should have the flexibility in determining the

Board’s leadership structure rather than committing to a one-size-fits-

all policy.

Ensure compensation advisor

We generally recommend AGAINST because according to our policy,

independence

this proposal is unnecessary as existing SEC regulations already require

sufficient disclosures regarding the Company’s comprehensive

recoupment policies and practices.

Establish stakeholder position to board

We generally recommend AGAINST because according to our policy,

the current selection process, composition and skillset of the board of

directors already captures stakeholder representation in the board

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room. As such, approval of the proposal would be redundant and

duplicative.

Introduce retirement age requirement

We generally recommend AGAINST this proposal because, in

accordance with our policy, the Company and its shareholders are in

the best position to determine the approach to corporate governance,

particularly board composition. Imposing inflexible rules, such as age

limits for outside directors, does not necessarily correlate with returns

or benefits for shareholders. Similar to arbitrary term limits, age limits

could force valuable directors off the board solely based on their age,

potentially undermining the effectiveness of the board.

Introduce term limits

We generally recommend against this proposal because, in

accordance with our policy, it would not serve a useful purpose.

Having experienced directors on the board is crucial for the

Company’s long-term success and the enhancement of shareholder

value.

Require director experience / expertise /

We generally recommend AGAINST because according to our policy,

diversity or other limits on the board

the director requirement has already been addressed with current

composition and qualifications of the board.

Require stock ownership for directors

We generally recommend AGAINST because according to our policy,

imposing a mandatory requirement on stock ownership for directors

could potentially put the Company in a competitive disadvantage in

retaining the best directors. Such a requirement might limit the

Company’s ability to fully capitalize on an individual’s skills, expertise,

and contributions.

Separate Chairman and CEO positions

We generally recommend AGAINST because according to our policy,

we believe that the current Board leadership structure has been

effective in the Company's sustained long-term performance. Thus, we

believe that the Board should have the flexibility in determining the

Board’s leadership structure rather than committing to a one-size-fits-

all policy.

Allow for removal of directors without

We generally recommend FOR the proposal because according to our

cause

policy, allowing to remove directors without cause provides flexibility

to the Company to make necessary changes to its leadership when

deemed appropriate. Allowing for the removal of directors without

cause ensures that the Board can effectively address issues such as

performance concerns and maintain the best interests of the

Company and its shareholders.

Amend indemnification/liability provisions

We generally recommend FOR because according to our policy,

approval of the indemnification and liability provisions will enable the

Company to attract, retain, and motivate its directors, whose efforts

are crucial to its long-term success. By providing directors with

appropriate protection against personal liability, the Company ensures

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that directors can make decisions in the best interests of the Company

without undue concern about personal financial risks.

Create key committee

We generally recommend FOR because according to our policy, the

board of directors should establish key Board committees—namely

Audit, Compensation, and Nominating committees—composed solely

of independent outside directors. This structure ensures sound

corporate governance practices, enhances objectivity, and strengthens

the oversight of critical areas within the Company.

Declassify the board

We generally recommend FOR because according to our policy,

staggered terms for directors increase the difficulty for shareholders

to make fundamental changes to the composition and behavior of a

board. We prefer that the entire board of a company be elected

annually to provide appropriate responsiveness to shareholders.

Eliminate retirement age requirement

We generally recommend FOR this proposal because, in accordance

with our policy, the Company and its shareholders are in the best

position to determine the approach to corporate governance,

particularly board composition. Imposing inflexible rules, such as age

limits for outside directors, does not necessarily correlate with returns

or benefits for shareholders. Similar to arbitrary term limits, age limits

could force valuable directors off the board solely based on their age,

potentially undermining the effectiveness of the board.

Eliminate term limits

We generally recommend FOR because according to our policy,

elimination of term limits will help the Company to attract, retain and

motivate directors who can contribute valuable insights and long-term

strategic guidance. This will also ensure continuity and strengthen the

Company's governance by retaining knowledgeable and capable

leadership of experienced directors.

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Proposal

Vote Recommendation

"Modify business operations with high-risk

We generally recommend AGAINST because according to our policy,

country, entity, region, etc."

the company’s existing operational protocols in conflict-affected and

high-risk areas already address the concerns raised in the proposal. In

our view, reducing or ceasing operations in these areas could

negatively impact the company’s profitability and long-term

sustainability.

Adopt paid sick leave policy

We generally recommend a vote AGAINST because according to our

policy, approving this proposal would lead to unnecessary costs and

expenses by duplicating efforts that are already in progress.

Additionally, this policy is not universally applicable, as it would only

affect the Company's non-unionized employees who already receive

similar benefits. In contrast, unionized employees are typically

governed by collective bargaining agreements, which already address

such matters.

Reduce sales/marketing of alcohol

We generally recommend AGAINST because according to our policy,

products/services

approval of the proposal is unnecessary as the Company already

complies with the applicable federal laws and regulations and given

the Company’s nature of business, we believe that approval of the

proposal would significantly impact its operations.

Reduce sales/marketing of drug

We generally recommend AGAINST because according to our policy,

products/services

approval of the proposal is unnecessary as the Company already

complies with the applicable federal laws and regulations and given

the Company’s nature of business, we believe that approval of the

proposal would significantly impact its operations.

Reduce sales/marketing of gambling

We generally recommend AGAINST because according to our policy,

products/services

approval of the proposal is unnecessary as the Company already

complies with the applicable federal laws and regulations and given

the Company’s nature of business, we believe that approval of the

proposal would significantly impact its operations.

Reduce sales/marketing of other

We generally recommend AGAINST because according to our policy,

products/services

approval of the proposal is unnecessary as the Company already

complies with the applicable federal laws and regulations and given

the Company’s nature of business, we believe that approval of the

proposal would significantly impact its operations.

Reduce sales/marketing of pornography

We generally recommend AGAINST because according to our policy,

products/services

approval of the proposal would significantly impact the Company’s

business operations.

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Reduce sales/marketing of tobacco/vape

We generally recommend AGAINST because according to our policy,

products/services

approval of the proposal is unnecessary as the Company already

complies with the applicable federal laws and regulations and given

the Company’s nature of business, we believe that approval of the

proposal would significantly impact its operations.

Reduce sales/marketing of unhealthy

We generally recommend AGAINST because according to our policy,

foods/beverages

the Company is already addressing the issues related to the

consumption of its products through its sustainability and current

marketing initiatives.

Reduce sales/marketing of weapon

We generally recommend AGAINST because according to our policy,

products/services

the Company has in place extensive procedures to ensure that

weapon sales are made in strict compliance with all applicable United

States laws and regulations.

Report on artificial intelligence

We generally recommend a vote AGAINST because according to our

policy, the proposed report on artificial intelligence would be

duplicative of the Company’s existing efforts in AI reporting. Also,

approval of the proposal would pose significant administrative costs

and financial burden to the Company.

Report on content management

We generally recommend AGAINST because according to our policy,

approval of this proposal would result in the Company incurring

unnecessary costs and expenses by duplicating efforts that are already

underway and providing additional reports with information that is

already available to shareholders.

Report on cybersecurity

We generally recommend AGAINST because according to our policy,

approval of this proposal would result in the Company incurring

unnecessary costs and expenses by duplicating efforts that are already

underway and providing additional reports with information that is

already available to shareholders.

Report on data privacy

We generally recommend AGAINST because according to our policy,

approval of this proposal would result in the Company incurring

unnecessary costs and expenses by duplicating efforts that are already

underway and providing additional reports with information that is

already available to shareholders.

Report on high-risk country operations

We generally recommend AGAINST because according to our policy,

approval of this proposal would result in the Company incurring

unnecessary costs and expenses by duplicating efforts that are already

underway and providing additional reports with information that is

already available to shareholders.

Report on intellectual property transfers

We generally recommend AGAINST because according to our policy,

approval of this proposal would result in the Company incurring

unnecessary costs and expenses by duplicating efforts that are already

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underway and providing additional reports with information that is

already available to shareholders.

Report on maternal health outcomes

We generally recommend a vote AGAINST because, according to our

policy, approval of this proposal would result in the Company incurring

unnecessary costs and expenses by duplicating efforts that are already

underway.

Report on plant closure impacts on

We generally recommend a vote AGAINST because, according to our

communities

policy, approval of this proposal would result in the Company incurring

unnecessary costs and expenses by duplicating efforts that are already

underway.

Report on product information /

We generally recommend AGAINST because according to our policy,

production

approval of this proposal would result in the Company incurring

unnecessary costs and expenses by duplicating efforts that are already

underway and providing additional reports with information that is

already available to shareholders.

Report on product pricing/distribution

We generally recommend AGAINST because according to our policy,

approval of this proposal would result in the Company incurring

unnecessary costs and expenses by duplicating efforts that are already

underway and providing additional reports with information that is

already available to shareholders.

Report on public health risks

We generally recommend AGAINST because according to our policy,

approval of this proposal would result in the Company incurring

unnecessary costs and expenses by duplicating efforts that are already

underway and providing additional reports with information that is

already available to shareholders.

Report on suppliers / partners / customers

We generally recommend AGAINST because according to our policy,

/ sales

approval of this proposal would result in the Company incurring

unnecessary costs and expenses by duplicating efforts that are already

underway and providing additional reports with information that is

already available to shareholders.

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Published January 2025 | 40

Proposal

Vote Recommendation

Address fair lending

We generally recommend AGAINST the proposal because, according

to our policy, it would not meaningfully improve the Company’s

existing robust policies and risk oversight structure, nor enhance the

current disclosures that already provide shareholders with meaningful

information on how the Company addresses and oversees risks

related to discrimination. Additionally, we are concerned that such an

evaluation could, in today’s highly litigious environment, inadvertently

provide a roadmap for lawsuits against the Company, potentially

leading to significant legal costs for shareholders in the long term.

Address income inequality

We generally recommend AGAINST because according to our policy,

the Company’s existing compensation processes are guided by the

fundamental principle that decisions are made on the basis of the

individual's personal capabilities, qualifications and contributions to

the Company's needs and not on gender. Moreover, given the

Company’s current efforts to equal employment opportunity, we

believe that approval of this proposal will accrue unnecessary costs

and administrative burden to the Company.

Address labor disputes

We generally recommend AGAINST this proposal because, in

accordance with our policy, the Company has already addressed the

labor concerns raised in the proposal. As such, approval of the

requested report is unnecessary and would result in significant

administrative costs, diverting Company resources from more relevant

and meaningful priorities.

Address sexual harassment complaints

We generally recommend AGAINST because according to our policy,

adoption of the proposal is unnecessarily duplicative of the Company’s

efforts to deter incidents of sexual harassment through its own

policies and practices.

Adopt anti-discrimination policy

We generally recommend AGAINST because according to our policy,

this could put the Company in an uncompetitive position in terms of

hiring prospective talents due to the rigid requirements of the

proposal.

Adopt diversity-based hiring

We generally recommend AGAINST because according to our policy,

this could put the Company in an uncompetitive position in terms of

hiring prospective talents due to the rigid requirements of the

proposal.

Adopt merit-based hiring

We generally recommend AGAINST because according to our policy,

this could put the Company in an uncompetitive position in terms of

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hiring prospective talents due to the rigid requirements of the

proposal.

Become public benefit corporation

We generally recommend AGAINST because according to our policy,

the proposal is not necessary and is not in the best long-term interest

of the Company and its shareholders.

Report on abortion policy

We generally recommend AGAINST because according to our policy,

providing a report on a highly sensitive topic could cause divisiveness

among the Company, its employees, customers and shareholders. The

complexity of views drawn from reporting the policies on abortion or

something similar could pose significant reputational and legal risks

for the Company which could subsequently affect its operations and

performance.

Report on collective bargaining/union

We generally recommend AGAINST this proposal because, in line with

relations

our policy and given the Company's compliance with applicable laws

regarding freedom of association, we believe its approval would not

provide additional benefits to employees or create further value for

shareholders.

Report on fetal tissue use

We generally recommend AGAINST because according to our policy,

approval of this proposal would result in the Company incurring

unnecessary costs and expenses by duplicating efforts that are already

underway and providing additional reports with information that is

already available to shareholders.

Report on human trafficking

We generally recommend AGAINST because according to our policy

and given the Company’s current policies which effectively articulate

their long-standing support for, and continued commitment to, human

rights, the proposal would be duplicative and unnecessary.

Report on in vitro fertilization

We generally recommend AGAINST because according to our policy,

providing a report on a highly sensitive topic could cause divisiveness

among the Company, its employees, customers and shareholders. The

complexity of views drawn from reporting the policies on abortion or

something similar could pose significant reputational and legal risks

for the Company which could subsequently affect its operations and

performance.

Report on prison/slave/child labor

We generally recommend AGAINST because according to our policy,

approval of this proposal would result in the Company incurring

unnecessary costs and expenses by duplicating efforts that are already

underway and providing additional reports with information that is

already available to shareholders.

Report on sexual harassment complaints

We generally recommend AGAINST because according to our policy,

approval of this proposal would result in the Company incurring

unnecessary costs and expenses by duplicating efforts that are already

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underway and providing additional reports with information that is

already available to shareholders.

Report on worker misclassification

We generally recommend AGAINST because according to our policy,

the Company already provides the industry standard approach in

classifying its employees. As such, approval of the proposal would not

create additional benefits to the employees or value for the

shareholders.

Report to discourage DEI practices

We generally recommend AGAINST this proposal because, in

(costs/risks)

accordance with our policy, conducting a stand-alone DEI audit by the

Company or a group acting on its behalf could potentially reveal

violations of employee regulations and laws, which could be legally

and reputationally problematic. Additionally, we are concerned that

such an audit could, in our highly litigious society, provide a roadmap

for lawsuits against the Company, which could result in significant

costs for shareholders over the long term.

Report to promote DEI practices

We generally recommend AGAINST this proposal because, in

accordance with our policy and considering the Company’s ongoing

efforts toward equal employment opportunity, we believe its approval

would impose unnecessary costs and administrative burdens on the

Company.

Rescind the racial equity audit

We generally recommend a vote AGAINST because, according to our

policy, the proposed rescinding of the racial audit undermines efforts

to assess the impacts of the Company’s diversity, equity, and inclusion

(DEI) practices. Racial audits are essential in identifying and addressing

disparities, and reversing this initiative would limit shareholders'

ability to evaluate the materiality and effectiveness of the Company’s

DEI efforts.

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Proposal

Vote Recommendation

Relinquish intellectual property

We generally recommend AGAINST because according to our policy

the proposal would not meaningfully improve the Company’s

disclosure and reporting policies in place but is rather duplicative of its

current efforts in addressing issues with product access and pricing.

Report on arbitration claims

We generally recommend AGAINST this proposal because, in

accordance with our policy, it presents a one-size-fits-all approach that

could adversely impact the Company's employee retention. We

believe the rigid imposition of mandatory arbitration for claims could

undermine the fairness of decision-making related to employee

grievances, as there is a high likelihood that the outcomes could

potentially favor employers.

Report on concealment clauses

We generally recommend AGAINST because according to our policy

and given the Company’s existing anti-discrimination and anti-

harassment policies, we do not believe that the requested report

would add meaningful value to the policies, processes, practices, and

resources that are already in place.

Report on patent process

We generally recommend AGAINST because according to our policy

the proposal would not meaningfully improve the Company’s

disclosure and reporting policies in place but is rather duplicative of its

current efforts in addressing issues with product access and pricing.

Report on whistleblowers

We generally recommend AGAINST because according to our policy,

approval of this proposal would result in the Company incurring

unnecessary costs and expenses by duplicating efforts that are already

underway and providing additional reports with information that is

already available to shareholders.

Egan-Jones Proxy Services, Since 2002 | research@ejproxy.com

Published January 2025 | 44

Proposal

Vote Recommendation

Remove antitakeover provisions

We generally recommend FOR if the following conditions are met: it is

a family controlled entity, there is a change in ownership, and if the

meeting is not contested.

Make self-tender offer

We generally recommend AGAINST because according to our policy,

the proposal is not necessary and is not in the best long-term interest

of the Company and its shareholders.

Request M&A / restructure

We generally recommend AGAINST because given the current

circumstances of the Company, we believe that the requested

restructuring is unwarranted and unnecessary.

Ratify poison pill

We generally recommend a vote FOR because according to our policy,

approval of the proposal will acknowledge both the advantages and

inherent risks of implementing a shareholder rights plan, or poison

pill. While these plans can deter hostile takeovers, they also carry the

risk of management entrenchment in some cases. Ensuring that

shareholders are given a voice on the advisability of such a plan is

crucial to safeguarding the Company from these risks, promoting

transparency, and maintaining a balance between protecting

shareholder interests and preventing potential misuse of the plan.

Egan-Jones Proxy Services, Since 2002 | research@ejproxy.com

Published January 2025 | 45

Proposal

Vote Recommendation

Change location / date / time

We generally recommend FOR because according to our policy, the

proposed change will increase the likelihood of increased attendance

rate in meetings, not to mention the benefits of flexibility and

improved accessibility to shareholders.

Egan-Jones Proxy Services, Since 2002 | research@ejproxy.com

Published January 2025 | 46

Proposal

Vote Recommendation

Convert close-end fund to open-end fund

We generally recommend FOR because according to our policy, the

conversion to an open-end fund would provide for portfolio

diversification hence reducing the Company's risk exposure, and at the

same time providing greater liquidity to its shareholders.

Egan-Jones Proxy Services, Since 2002 | research@ejproxy.com

Published January 2025 | 47

Proposal

Vote Recommendation

Report on charitable contributions

We generally recommend AGAINST this proposal because, in

accordance with our policy, the Company already carefully evaluates

and reviews its charitable activities, and makes information about its

corporate giving publicly available. We do not believe that

implementing the proposal would justify the administrative costs and

efforts, nor would it provide a meaningful benefit to the Company’s

shareholders.

Report on government financial support

We generally recommend AGAINST because according to our policy

and given the Company’s policies and oversight mechanisms related to

its political contributions and activities, we believe that the

shareholder proposal is unnecessary and will not result in any

additional benefit to the shareholders. Rather, the proposal promotes

impractical and imprudent actions that would negatively affect the

business and results.

Report on lobbying expenditures

We generally recommend AGAINST because according to our policy

and given the Company’s policies and oversight mechanisms related to

its political contributions and activities, we believe that the

shareholder proposal is unnecessary and will not result in any

additional benefit to the shareholders. Rather, the proposal promotes

impractical and imprudent actions that would negatively affect the

business and results.

Report on partnerships with political

We generally recommend a vote AGAINST because, according to our

organizations

policy, approval of this proposal would result in the Company incurring

unnecessary costs and expenses by duplicating efforts that are already

underway.

Report on political contributions

We generally recommend AGAINST because according to our policy

and given the Company’s policies and oversight mechanisms related to

its political contributions and activities, we believe that the

shareholder proposal is unnecessary and will not result in any

additional benefit to the shareholders. Rather, the proposal promotes

impractical and imprudent actions that would negatively affect the

business and results.

Report on public policy advocacy

We generally recommend AGAINST because according to our policy

and given the Company’s policies and oversight mechanisms related to

its political contributions and activities, we believe that the

shareholder proposal is unnecessary and will not result in any

additional benefit to the shareholders. Rather, the proposal promotes

Egan-Jones Proxy Services, Since 2002 | research@ejproxy.com

Published January 2025 | 48

impractical and imprudent actions that would negatively affect the

business and results.

Revoke public policy endorsement

We generally recommend AGAINST because according to our policy,

political endorsement and spending is an integral part of a business, as

Companies should have a voice on policies affecting them. As such,

approval of this proposal will strictly limit the Company’s flexibility in

supporting the advocacies that are congruent with its business.

Support public policy endorsement

We generally recommend AGAINST because according to our policy,

although regulations are already in place as required by federal, state,

and local campaign finance and lobbying regulations, we believe that

political endorsements, often in the form of contributions, increases

the possibility of misalignment with corporate values which in turn

could lead to reputational risks.

Egan-Jones Proxy Services, Since 2002 | research@ejproxy.com

Published January 2025 | 49

Proposal

Vote Recommendation

Adopt advisory vote on executive

We generally recommend a vote AGAINST this proposal because

compensation

according to our policy, given that the Company already submits its

compensation policy for shareholder approval at the annual meeting,

there is no need to support this proposal. Implementing it would only

lead to redundancy, unnecessary costs, and an increased

administrative burden on the Company.

Report on executive compensation

We generally recommend a vote AGAINST this proposal because

according to our policy, the Company’s existing compensation

disclosure has already addressed the matters raised in the resolution.

As such, approval of this proposal would accrue unnecessary costs and

administrative burden on the Company.

Egan-Jones Proxy Services, Since 2002 | research@ejproxy.com

Published January 2025 | 50

Proposal

Vote Recommendation

Elect director to board

We generally recommend FOR when the company’s market cap

compared to the universe, the TSR of the company under the

director's leadership and the TSR of other companies under the

director's leadership are all above specific thresholds.

Egan-Jones Proxy Services, Since 2002 | research@ejproxy.com

Published January 2025 | 51

Proposal

Vote Recommendation

Establish right to call a special meeting

We generally recommend FOR if at least 10% of voting shares are

required to call a special meeting.

Adopt fair elections/advance notice bylaw

We generally recommend AGAINST adopting a fair elections bylaw, as,

according to our policy, it could raise significant issues for certain

stakeholder groups, potentially affecting the election results and

undermining its integrity. Additionally, the stringent rules associated

with such a bylaw may limit the Company’s flexibility in adapting to

changing circumstances.

Adopt proxy access

We generally recommend a vote AGAINST because according to our

policy, , the adoption of a "proxy access" bylaw is not a universal

solution to allegations of unresponsiveness to shareholder concerns.

We believe that voting decisions should be based on the governance

practices and performance of individual companies. We believe that

implementing this bylaw could undermine the integrity of the director

election process.

Approve/increase supermajority voting

We generally recommend AGAINST because according to our policy, a

simple majority vote will strengthen the Company’s corporate

governance practice. Contrary to supermajority voting, a simple

majority standard will give the shareholders equal and fair

representation in the Company by limiting the power of shareholders

who own a large stake in the entity, therefore, paving the way for a

more meaningful voting outcome.

Implement cumulative voting

We generally recommend AGAINST because according to our policy

cumulative voting could make it possible for an individual shareholder

or group of shareholders with special interests to elect one or more

directors to the Company’s Board of directors to represent their

particular interests. Such a shareholder or group of shareholders could

have goals that are inconsistent, and could conflict with, the interests

and goals of the majority of the Company’s shareholders.

Increase proxy access

We generally recommend AGAINST because according to our policy,

the current provisions of the Company's proxy access policy strikes an

appropriate balance between maintaining shareholder rights and

company discretion.

Oppose right to act by written consent

We generally recommend AGAINST because according to our policy,

the right to act on written consent allows an increased participation of

shareholders in the voting process, thereby democratizing voting and

giving the shareholders the right to act independently from the

management.

Egan-Jones Proxy Services, Since 2002 | research@ejproxy.com

Published January 2025 | 52

Adopt exclusive forum bylaws

We generally recommend FOR because according to our policy, having

an exclusive forum will allow the Company to address disputes and

litigations in an exclusive jurisdiction, with familiarity of the law, and

reduce the administrative cost and burden related to settlement.

Adopt majority vote for director election

We generally recommend a vote FOR because according to our policy,

a majority vote requirement in boardroom elections enhance director

accountability to shareholders. This standard ensures that shareholder

dissatisfaction with director performance has tangible consequences,

transforming the election process from a mere formality into one that

truly reflects shareholders' voices.

Eliminate/reduce supermajority voting

We generally recommend FOR because according to our policy, a

simple majority vote will strengthen the Company’s corporate

governance practice. Contrary to supermajority voting, a simple

majority standard will give the shareholders equal and fair

representation in the Company by limiting the power of shareholders

who own a large stake in the entity and paving the way for a more

meaningful voting outcome.

Ensure confidential voting on executive

We generally recommend FOR because according to our policy,

pay

approval of the proposal will preserve the confidentiality and integrity

of vote outcomes regarding executive pay, which will ensure that the

Company’s executive compensation policies and procedures are

aligned with the best interests of the Company and its shareholders.

Ensure transparent voting on executive pay

We generally recommend FOR the proposal because according to our

policy, increased pay transparency is material to shareholders.

Providing greater visibility into executive compensation practices

allows shareholders to make more informed decisions when

evaluating and voting on executive pay and Say-on-Pay proxy

proposals. This level of transparency is crucial for aligning executive

compensation with long-term company performance, ensuring that

pay structures are both fair and tied to shareholder value.

Introduce right to act by written consent

We generally recommend FOR because according to our policy, the

right to act on written consent allows an increased participation of

shareholders in the voting process, thereby democratizing voting and

giving shareholders the right to act independently from the

management.

Promote equal voting rights

We generally recommend FOR because according to our policy, a

differential in voting power may have the effect of denying

shareholders the opportunity to vote on matters of critical economic

importance to them. In order to provide equal voting right to all

shareholders, we prefer that companies do not utilize multiple class

capital structures.

Egan-Jones Proxy Services, Since 2002 | research@ejproxy.com

Published January 2025 | 53

Require non-cumulative voting

We generally recommend FOR because according to our policy

cumulative voting could make it possible for an individual shareholder

or group of shareholders with special interests to elect one or more

directors to the Company’s Board of directors to represent their

particular interests. Such a shareholder or group of shareholders could

have goals that are inconsistent, and could conflict with, the interests

and goals of the majority of the Company’s shareholders.

Require shareholder approval for bylaws

We generally recommend FOR because according to our policy,

approval of the proposal will ensure that shareholders have a voice in

revising or adopting the bylaws which could compromise their

interests.

Restrict nomination of directors

We generally recommend a vote FOR because, according to our policy,

a simple majority requirement in director elections, combined with a

mandatory resignation policy and prohibition on the renomination of

directors, ensures that the election results accurately reflect

shareholder sentiment. Specifically, this approach addresses situations

where a director receives less than a majority of votes, aligning the

election outcome with shareholder expectations and maintaining

effective governance.

Tabulate proxy voting

We generally recommend FOR because according to our policy,

adoption of proxy tabulation simplifies the voting process without

compromising transparency or shareholder participation. This

streamlined approach ensures that shareholder votes are accurately

counted and reported, making it easier for investors to engage in the

decision-making process. At the same time, it preserves the integrity

and transparency of the voting process, ensuring that all shareholders

have an equal opportunity to influence key decisions while promoting

efficient governance practices.

Egan-Jones Proxy Services, Since 2002 | research@ejproxy.com

Published January 2025 | 54

Proposal

Vote Recommendation

Issue other policy

This proposal is considered on a case-by-case basis by the guidelines

committee.

Report on other

This proposal is considered on a case-by-case basis by the guidelines

committee.

"Adopt MacBride Principles, Sullivan

We generally recommend AGAINST because adoption of this proposal

Principles, or similar"

would be duplicative and would make the Company unnecessarily

accountable to different sets of overlapping fair employment

guidelines that are already covered in its policies.

Disassociate from industry associations

We generally recommend AGAINST because according to our policy,

companies benefit from industry associations, especially when it

comes to influential policies that can directly affect businesses. As

such, disassociation from such groups could potentially pose potential

reputational and systemic risks that could be detrimental to the

Company’s business in the long-run.

Report on key-person risk

We generally recommend AGAINST the proposal, because according

to our policy, its approval would put the Company at a competitive

disadvantage. The disclosure requested would make sensitive

information publicly available, potentially undermining the execution

of the Company’s business strategy and hindering the recruitment and

retention of top management talent.

Plan CEO succession

We generally recommend FOR because according to our policy, a CEO

succession plan would safeguard a smooth transition and alignment

into a new leadership whenever the need arises, thereby ensuring

continuity and shareholder confidence in the Company.

Egan-Jones Proxy Services, Since 2002 | research@ejproxy.com

Published January 2025 | 55

Egan-Jones Proxy Services, Since 2002 | research@ejproxy.com

Published January 2025 | 56

About Glass Lewis ....................................................................................................

5

Summary of Changes for 2025 ...............................................................................

6

Introduction ..............................................................................................................

7

Election of Directors.................................................................................................

8

Board of Directors ..............................................................................................................................................

8

Board Composition............................................................................................................................................

8

Board Independence.......................................................................................................................................

10

Board Committee Composition ....................................................................................................................

10

Board Diversity, Tenure and Refreshment...................................................................................................

10

Director Overboarding....................................................................................................................................

11

Board Size ..........................................................................................................................................................

11

Classified Boards ..............................................................................................................................................

12

Controlled Companies ....................................................................................................................................

12

Significant Shareholders .................................................................................................................................