Executive Compensation Program Overview
The Board Recommends a Vote AGAINST Each
Shareholder Proposal
See pages 105-106, 108, and
110 of our Proxy for our
statements in opposition
Shareholder
Proposal
Key Points
Simple Majority
Vote
.
Report on
Congruency of
Political Spending
Climate Lobbying
Report
•
•
Only two supermajority voting requirements apply for
common stockholders; they apply in very I limited
circumstances, are reasonable and are designed to protect
shareholder interests.
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One such requirement relates to the election of local
directors in connection with the acquisition of certain
financial services companies.
The other such requirement is a Delaware law default
requiring supermajority approval of certain
transactions with interested shareholders.
Participating in the political process helps protect customers,
employees, businesses, and communities and is an important
part of responsible corporate citizenship.
Our existing disclosures are detailed; the requested annual
report would be time-consuming and costly and would not
provide additional value given existing disclosures.
Detailed - and recently enhanced - information on our public
policy advocacy engagement is available on our Government
Relations and Public Policy website.
We are committed to supporting clients in their transitions to
a low-carbon future, including by deploying $500 billion in
sustainable finance by 2030 and taking meaningful steps to
align our financing activities with net-zero GHG emissions by
2050.
We disclose information regarding our political and lobbying
activities, as noted above. An additional, prescriptive annual
report focused on a single issue is unnecessary given the
extent of existing disclosures.
.
•
Most matters submitted to our shareholders require only the
support of the majority of shares present and entitled to
vote.
Under our current governance standards:
Directors are elected by a simple majority of the votes
cast in uncontested elections; and,
Amendments to our By-Laws require a majority of
shares outstanding.
We regularly review our participation model. Where we
identify significant misalignment with trade associations to
which we belong, we aim to share our perspective in a
constructive manner.
We have been named a "Trendsetter" for six of the last seven
years by the CPA-Zicklin Index of Corporate Political
Disclosure and Accountability.
We already disclose information regarding our federal
lobbying activities, our memberships in principal trade
organizations, contributions to entities organized under
Section 527 of the Internal Revenue Code, and contributions
made by our employee-funded political action committees.
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