2017 Say-on-Pay Recap as of December 1st

Below is a summary of the Say-On-Pay (“SOP”) results for U.S. companies as of 12/01/2017:

Russell 3000:

• To date, 33 companies have failed SOP and 2,379 companies had their SOP proposal pass
• On average, companies that failed SOP received 40% of the vote and those that passed received 93% of the vote
• Companies passing with an “Against” recommendation only received, on average, 73% of shareholder support while companies passing with a “For” recommendation received 95% of shareholder support (22% differential)
• Of the 2,417 ISS recommendations on SOP proposals, 290 (12%) were “Against” management’s proposal and 2,117 (88%) were “For” management’s proposal

U.S. All Indices:

• To date, 40 companies have failed SOP and 2,990 companies had their SOP proposal pass
• On average, companies that failed SOP received 39% of the vote and those that passed received 92% of the vote
• Companies passing with an “Against” recommendation only received, on average, 74% of shareholder support while companies passing with a “For” recommendation received 94% of shareholder support (20% differential)
• Of the 3,045 ISS recommendations on SOP proposals, 375 (~12%) were “Against” management’s proposal and 2,659 (~87%) were “For” management’s proposal

Year-over-Year Results:

• Of the 40 U.S. companies that have failed SOP year-to-date, 16 failed in prior years
• Of the 16 failures, 14 companies are part of the Russell 3000 Index