AB Predisclosed Vote Intentions
Proposal | Rationale | Management Recommendation | AB Predisclosed Vote Intention |
“RESOLVED: Shareholders direct the board of directors of Meta Platforms, Inc. to publish an independent third-party Human Rights Impact Assessment (HRIA), examining the actual and potential human rights impacts of Facebook’s targeted advertising policies and practices throughout its business operations. This HRIA should be conducted at reasonable cost; omit proprietary and confidential information, as well as information relevant to litigation or enforcement actions; and be published on the company’s website by June 1, 2024.” | Given the ongoing scrutiny around the Company’s targeted advertising practices, support for the proposal is warranted to confirm the need for a comprehensive risk assessment from a shareholder’s perspective. | AGAINST | FOR |
Election of Director Peggy Alford |
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FOR | AGAINST |
Election of Director Mark L. Andreessen | Unresolved multi-year structural misalignment between pay and performance warrant a negative vote towards the compensation committee chair as well as all of the committee incumbents. | FOR | AGAINST |
Election of Director Andrew W. Houston | Unresolved multi-year structural misalignment between pay and performance warrant a negative vote towards the compensation committee chair as well as all of the committee incumbents. | FOR | AGAINST |
Election of Director Tony Xu | Unresolved multi-year structural misalignment between pay and performance warrant a negative vote towards the compensation committee chair as well as all of the committee incumbents. | FOR | AGAINST |
Proposal | Rationale | Management Recommendation | AB Predisclosed Vote Intention |
RESOLVED: Shareholders request the Board of Directors commission an independent study of Rekognition and report to shareholders regarding: - The extent to which such technology may endanger, threaten or violate privacy and/ or civil rights, and unfairly or disproportionately target or surveil people of color, immigrants and activists in the US; The extent to which such technologies may be marketed and sold to authoritarian or repressive governments, including those identified by the US Department of State Country Reports on Human Rights Practices; - The potential loss of good will and other financial risks associated with these human rights issues; The report should be produced at reasonable expense, exclude proprietary or legally privileged information, published no later than September 1st, 2023. | The requested action appears value additive by providing an opportunity for both the Company and its shareholders to be informed of any unintended risks that could potentially arise with misuse or abuse of the Rekognition product. | AGAINST | FOR |
Proposal | Rationale | Management Recommendation | AB Predisclosed Vote Intention |
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RESOLVED: Shareholders direct the board of directors of Alphabet Inc. to publish an independent third-party Human Rights Impact Assessment (the “Assessment”), examining the actual and potential human rights impacts of Google’s targeted advertising policies and practices throughout its business operations. This Assessment should be conducted at a reasonable cost; omit proprietary and confidential information, as well as information relevant to litigation or enforcement actions; and be published on the company’s website by June 1, 2024. | Based on the materiality of the topic for the Company’s business and the evolving regulatory requirements, the proposed assessment appears value additive. | AGAINST | FOR |
"Shareholders request that our Board take all practicable steps in its control to initiate and adopt a recapitalization plan for all outstanding stock to have one vote per share. We recommend that this be done through a phase-out process in which the board would, within seven years or other timeframe justified by the board, establish fair and appropriate mechanisms through which disproportionate rights of Class B shareholders could be eliminated. This is not intended to unnecessarily limit our Board’s judgment in crafting the requested change in accordance with applicable laws and existing contracts." | One vote per share principle aligns with AB Policy approach by enhancing shareholder voice. | AGAINST | FOR |
Proposal | Rationale | Management Recommendation | AB Predisclosed Vote Intention |
"Resolved: Shareholders of Apple Inc. ('Apple') ask that the Board of Directors prepare a public report assessing the potential risks to the company associated with its use of concealment clauses in the context of harassment, discrimination and other unlawful acts. The report should be prepared at reasonable cost and omit proprietary and personal information." |
The Proposal’s use of the term “Concealment Clause” refers generally to the confidentiality, non-disclosure, and mandatory arbitration clauses that may be included in settlements of matters relating to sexual harassment, discrimination, and other unlawful acts. While we appreciate the company has increased the availability of mandatory training on proper conduct, we are concerned that training alone has not prevented harassment cases at other companies. We also appreciate the Company has committed to remove Concealment Clauses from U.S. separation agreements going forward to allow departing employees to discuss their experiences. However, we are supporting the proposal because we believe further reporting on Concealment Clauses will encourage Apple to engage with shareholders to further explore best practices in this area. | AGAINST | FOR |
Proposal | Rationale | Management Recommendation | AB Predisclosed Vote Intention |
“Resolved: Shareholders ask the Board of The Coca-Cola Company (the ‘Company’ or ‘Coke’) to commission and disclose a report on the external public health costs created by the Company’s food and beverage businesses and the manner in which such costs may affect its diversified shareholders, whose ability to meet their financial goals depends primarily on overall market returns rather than the relative performance of individual companies.” | While we agree that product health and nutrition is a material ESG risk for Coca-Cola, the company is significantly addressing the asks put forward by the proponent. Coca-Cola is taking clear action around reducing the sugar content of their products, while quantifying and disclosing the results of their progress and setting robust, forward-looking goals related to health. Actions include introducing new products and making public commitments and pledges to considerably reduce sugar in their beverages. The company acknowledges that factors such as health-related concerns and evolving consumer preferences are impactful to their business and is accordingly taking meaningful steps to improve their product formulas and manage risks related to public health. | AGAINST | AGAINST |
Proposal | Rationale | Management Recommendation | AB Predisclosed Vote Intention |
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"Resolved: Shareholders of Amazon.com, Inc. (“Amazon”) ask that the Board of Directors prepare a public report assessing the potential risks to the company associated with its use of concealment clauses in the context of harassment, discrimination and other unlawful acts. The report should be prepared at reasonable cost and omit proprietary and personal information." | In absence of sufficient data to assess the impact of existing concealment clauses on the Company’s employees’ ability to raise concerns on harassment and discrimination, greater transparency on the Company’s concealment clauses in all forms would add value for shareholders to understand the potential risks. | AGAINST | FOR |
Resolved: Shareholders request the Board of Directors commission an independent study of Rekognition and report to shareholders regarding:
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We agree with the proponent that Amazon should perform a similar exercise for Rekognition as it has done with Ring. Simply because Rekognition product isn’t used as a surveillance tool or isn’t intended as a surveillance tool does not guarantee the absence of misuse cases or potentially harmful impact on users and communities. We also note that the company isn't necessarily bound by the timeline requested by the proponent, given the advisory nature of the proposal. |
AGAINST | FOR |
Proposal | Rationale | Management Recommendation | AB Predisclosed Vote Intention |
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Election of Director Peggy Alford |
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FOR | WITHHOLD |
Election of Director Marc L. Andreessen | Unresolved multi-year structural misalignment between pay and performance warrant a negative vote towards the compensation committee chair as well as all of the committee incumbents. | FOR | WITHHOLD |
Election of Director Andrew W. Houston | Unresolved multi-year structural misalignment between pay and performance warrant a negative vote towards the compensation committee chair as well as all of the committee incumbents. | FOR | WITHHOLD |
Advisory Vote to Ratify Named Executive Officers' Compensation | The Company continues to lack any discussion of metrics used to measure the company performance and individual performance used for determining the executives’ bonus payout. In the meantime, NEOs continue to receive target level bonus award at minimum. The Company also continues to pay certain NEOs at a CEO level. | FOR | AGAINST |
"Resolved: Shareholders of Meta Platforms, Inc. (‘Meta’) ask that the Board of Directors prepare a public report assessing the potential risks to the company associated with its use of concealment clauses in the context of harassment, discrimination and other unlawful acts. The report should be prepared at reasonable cost and omit proprietary and personal information.” | In absence of sufficient data to assess the impact of existing concealment clauses on the Company’s employees’ ability to raise concerns on harassment and discrimination, greater transparency on the Company’s concealment clauses in all forms would add value for shareholders to understand the potential risks. | AGAINST | FOR |
Proposal | Rationale | Management Recommendation | AB Predisclosed Vote Intention |
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"Shareholders request that our Board take all practicable steps in its control to initiate and adopt a recapitalization plan for all outstanding stock to have one vote per share. We recommend that this be done through a phase-out process in which the board would, within seven years or other timeframe justified by the board, establish fair and appropriate mechanisms through which disproportionate rights of Class B shareholders could be eliminated. This is not intended to unnecessarily limit our Board’s judgment in crafting the requested change in accordance with applicable laws and existing contracts." | The requested action enhances shareholder voice and aligns with AB’s Proxy Voting and Governance Policy approach in promoting the “one share, one vote principle”. | AGAINST | FOR |