Executive Compensation Program Overview slide image

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. - 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. 9
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