UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number: 811-22933
GRIFFIN INSTITUTIONAL ACCESS REAL ESTATE FUND
(Exact name of registrant as specified in charter)
Griffin Capital Plaza, 1520 E. Grand Avenue
El Segundo, CA 90245
(Address of principal executive offices) (Zip code)
404-817-8500
(Registrant’s telephone number, including area code)
ALPS Fund Services, Inc.
1290 Broadway, Suite 1100
Denver, CO 80203
(Name and address of agent for service)
Copy to:
Terrence O. Davis, Esq.
Holland & Knight, LLP
1180 West Peachtree Street, N.W.
Suite 1800
Atlanta, GA 30309
Date of fiscal year end: September 30
Date of reporting period: July 1, 2016 - June 30, 2017
Item 1 – Proxy Voting Record.
GRIFFIN INSTITUTIONAL ACCESS REAL ESTATE FUND
Company Name | Ticker | Primary CUSIP | Meeting Date | Shares Voted | Proponent | Proposal Text | Vote Instruction | Voted | Vote Against Management |
Healthcare Trust of America, Inc. | HTA | 42225P501 | 07-Jul-16 | 16,090 | Management | Elect Director Scott D. Peters | For | Yes | No |
Healthcare Trust of America, Inc. | HTA | 42225P501 | 07-Jul-16 | 16,090 | Management | Elect Director W. Bradley Blair, II | For | Yes | No |
Healthcare Trust of America, Inc. | HTA | 42225P501 | 07-Jul-16 | 16,090 | Management | Elect Director Maurice J. DeWald | For | Yes | No |
Healthcare Trust of America, Inc. | HTA | 42225P501 | 07-Jul-16 | 16,090 | Management | Elect Director Warren D. Fix | For | Yes | No |
Healthcare Trust of America, Inc. | HTA | 42225P501 | 07-Jul-16 | 16,090 | Management | Elect Director Peter N. Foss | For | Yes | No |
Healthcare Trust of America, Inc. | HTA | 42225P501 | 07-Jul-16 | 16,090 | Management | Elect Director Daniel S. Henson | For | Yes | No |
Healthcare Trust of America, Inc. | HTA | 42225P501 | 07-Jul-16 | 16,090 | Management | Elect Director Larry L. Mathis | For | Yes | No |
Healthcare Trust of America, Inc. | HTA | 42225P501 | 07-Jul-16 | 16,090 | Management | Elect Director Gary T. Wescombe | For | Yes | No |
Healthcare Trust of America, Inc. | HTA | 42225P501 | 07-Jul-16 | 16,090 | Management | Ratify Deloitte & Touche LLP as Auditors | For | Yes | No |
Equity One, Inc. | EQY | 294752100 | 24-Feb-17 | 770 | Management | Approve Merger Agreement | For | Yes | No |
Equity One, Inc. | EQY | 294752100 | 24-Feb-17 | 770 | Management | Advisory Vote on Golden Parachutes | Against | Yes | Yes |
Equity One, Inc. | EQY | 294752100 | 24-Feb-17 | 770 | Management | Adjourn Meeting | For | Yes | No |
Regency Centers Corporation | REG | 758849103 | 24-Feb-17 | 2,350 | Management | Approve Merger Agreement | For | Yes | No |
Regency Centers Corporation | REG | 758849103 | 24-Feb-17 | 2,350 | Management | Increase Authorized Common Stock | For | Yes | No |
Regency Centers Corporation | REG | 758849103 | 24-Feb-17 | 2,350 | Management | Approve Increase in Size of Board | For | Yes | No |
Regency Centers Corporation | REG | 758849103 | 24-Feb-17 | 2,350 | Management | Adjourn Meeting | For | Yes | No |
Apartment Investment and Management Company | AIV | 03748R101 | 25-Apr-17 | 17,460 | Management | Elect Director Terry Considine | For | Yes | No |
Apartment Investment and Management Company | AIV | 03748R101 | 25-Apr-17 | 17,460 | Management | Elect Director Thomas L. Keltner | For | Yes | No |
Apartment Investment and Management Company | AIV | 03748R101 | 25-Apr-17 | 17,460 | Management | Elect Director J. Landis Martin | For | Yes | No |
Apartment Investment and Management Company | AIV | 03748R101 | 25-Apr-17 | 17,460 | Management | Elect Director Robert A. Miller | For | Yes | No |
Apartment Investment and Management Company | AIV | 03748R101 | 25-Apr-17 | 17,460 | Management | Elect Director Kathleen M. Nelson | For | Yes | No |
Apartment Investment and Management Company | AIV | 03748R101 | 25-Apr-17 | 17,460 | Management | Elect Director Michael A. Stein | For | Yes | No |
Apartment Investment and Management Company | AIV | 03748R101 | 25-Apr-17 | 17,460 | Management | Elect Director Nina A. Tran | For | Yes | No |
Apartment Investment and Management Company | AIV | 03748R101 | 25-Apr-17 | 17,460 | Management | Ratify Ernst & Young LLP as Auditors | For | Yes | No |
Apartment Investment and Management Company | AIV | 03748R101 | 25-Apr-17 | 17,460 | Management | Advisory Vote to Ratify Named Executive Officers' Compensation | For | Yes | No |
Apartment Investment and Management Company | AIV | 03748R101 | 25-Apr-17 | 17,460 | Management | Advisory Vote on Say on Pay Frequency | One Year | Yes | No |
Public Storage | PSA | 74460D109 | 26-Apr-17 | 400 | Management | Elect Director Ronald L. Havner, Jr. | For | Yes | No |
Public Storage | PSA | 74460D109 | 26-Apr-17 | 400 | Management | Elect Director Tamara Hughes Gustavson | For | Yes | No |
Public Storage | PSA | 74460D109 | 26-Apr-17 | 400 | Management | Elect Director Uri P. Harkham | For | Yes | No |
Public Storage | PSA | 74460D109 | 26-Apr-17 | 400 | Management | Elect Director Leslie S. Heisz | For | Yes | No |
Public Storage | PSA | 74460D109 | 26-Apr-17 | 400 | Management | Elect Director B. Wayne Hughes, Jr. | For | Yes | No |
Public Storage | PSA | 74460D109 | 26-Apr-17 | 400 | Management | Elect Director Avedick B. Poladian | Against | Yes | Yes |
Public Storage | PSA | 74460D109 | 26-Apr-17 | 400 | Management | Elect Director Gary E. Pruitt | Against | Yes | Yes |
Public Storage | PSA | 74460D109 | 26-Apr-17 | 400 | Management | Elect Director Ronald P. Spogli | Against | Yes | Yes |
Public Storage | PSA | 74460D109 | 26-Apr-17 | 400 | Management | Elect Director Daniel C. Staton | For | Yes | No |
Public Storage | PSA | 74460D109 | 26-Apr-17 | 400 | Management | Advisory Vote to Ratify Named Executive Officers' Compensation | For | Yes | No |
Public Storage | PSA | 74460D109 | 26-Apr-17 | 400 | Management | Advisory Vote on Say on Pay Frequency | One Year | Yes | No |
Public Storage | PSA | 74460D109 | 26-Apr-17 | 400 | Management | Ratify Ernst & Young LLP as Auditors | For | Yes | No |
HCP, Inc. | HCP | 40414L109 | 27-Apr-17 | 2,000 | Management | Elect Director Brian G. Cartwright | For | Yes | No |
HCP, Inc. | HCP | 40414L109 | 27-Apr-17 | 2,000 | Management | Elect Director Christine N. Garvey | For | Yes | No |
HCP, Inc. | HCP | 40414L109 | 27-Apr-17 | 2,000 | Management | Elect Director David B. Henry | For | Yes | No |
HCP, Inc. | HCP | 40414L109 | 27-Apr-17 | 2,000 | Management | Elect Director Thomas M. Herzog | For | Yes | No |
HCP, Inc. | HCP | 40414L109 | 27-Apr-17 | 2,000 | Management | Elect Director James P. Hoffmann | For | Yes | No |
HCP, Inc. | HCP | 40414L109 | 27-Apr-17 | 2,000 | Management | Elect Director Michael D. McKee | For | Yes | No |
HCP, Inc. | HCP | 40414L109 | 27-Apr-17 | 2,000 | Management | Elect Director Peter L. Rhein | For | Yes | No |
HCP, Inc. | HCP | 40414L109 | 27-Apr-17 | 2,000 | Management | Elect Director Joseph P. Sullivan | For | Yes | No |
HCP, Inc. | HCP | 40414L109 | 27-Apr-17 | 2,000 | Management | Ratify Deloitte & Touche LLP as Auditors | For | Yes | No |
HCP, Inc. | HCP | 40414L109 | 27-Apr-17 | 2,000 | Management | Advisory Vote to Ratify Named Executive Officers' Compensation | For | Yes | No |
HCP, Inc. | HCP | 40414L109 | 27-Apr-17 | 2,000 | Management | Advisory Vote on Say on Pay Frequency | One Year | Yes | No |
Regency Centers Corporation | REG | 758849103 | 27-Apr-17 | 7,620 | Management | Elect Director Martin E. Stein, Jr. | For | Yes | No |
Regency Centers Corporation | REG | 758849103 | 27-Apr-17 | 7,620 | Management | Elect Director Joseph Azrack | For | Yes | No |
Regency Centers Corporation | REG | 758849103 | 27-Apr-17 | 7,620 | Management | Elect Director Raymond L. Bank | For | Yes | No |
Regency Centers Corporation | REG | 758849103 | 27-Apr-17 | 7,620 | Management | Elect Director Bryce Blair | For | Yes | No |
Regency Centers Corporation | REG | 758849103 | 27-Apr-17 | 7,620 | Management | Elect Director C. Ronald Blankenship | For | Yes | No |
Regency Centers Corporation | REG | 758849103 | 27-Apr-17 | 7,620 | Management | Elect Director Mary Lou Fiala | For | Yes | No |
Regency Centers Corporation | REG | 758849103 | 27-Apr-17 | 7,620 | Management | Elect Director Chaim Katzman | For | Yes | No |
Regency Centers Corporation | REG | 758849103 | 27-Apr-17 | 7,620 | Management | Elect Director Peter Linneman | For | Yes | No |
Regency Centers Corporation | REG | 758849103 | 27-Apr-17 | 7,620 | Management | Elect Director David P. O'Connor | For | Yes | No |
Regency Centers Corporation | REG | 758849103 | 27-Apr-17 | 7,620 | Management | Elect Director John C. Schweitzer | For | Yes | No |
Regency Centers Corporation | REG | 758849103 | 27-Apr-17 | 7,620 | Management | Elect Director Thomas G. Wattles | For | Yes | No |
Regency Centers Corporation | REG | 758849103 | 27-Apr-17 | 7,620 | Management | Advisory Vote on Say on Pay Frequency | One Year | Yes | No |
Regency Centers Corporation | REG | 758849103 | 27-Apr-17 | 7,620 | Management | Advisory Vote to Ratify Named Executive Officers' Compensation | For | Yes | No |
Regency Centers Corporation | REG | 758849103 | 27-Apr-17 | 7,620 | Management | Ratify KPMG LLP as Auditors | For | Yes | No |
Sunstone Hotel Investors, Inc. | SHO | 867892101 | 28-Apr-17 | 14,350 | Management | Elect Director John V. Arabia | For | Yes | No |
Sunstone Hotel Investors, Inc. | SHO | 867892101 | 28-Apr-17 | 14,350 | Management | Elect Director W. Blake Baird | For | Yes | No |
Sunstone Hotel Investors, Inc. | SHO | 867892101 | 28-Apr-17 | 14,350 | Management | Elect Director Andrew Batinovich | For | Yes | No |
Sunstone Hotel Investors, Inc. | SHO | 867892101 | 28-Apr-17 | 14,350 | Management | Elect Director Z. Jamie Behar | For | Yes | No |
Sunstone Hotel Investors, Inc. | SHO | 867892101 | 28-Apr-17 | 14,350 | Management | Elect Director Thomas A. Lewis, Jr. | For | Yes | No |
Sunstone Hotel Investors, Inc. | SHO | 867892101 | 28-Apr-17 | 14,350 | Management | Elect Director Murray J. McCabe | For | Yes | No |
Sunstone Hotel Investors, Inc. | SHO | 867892101 | 28-Apr-17 | 14,350 | Management | Elect Director Douglas M. Pasquale | For | Yes | No |
Sunstone Hotel Investors, Inc. | SHO | 867892101 | 28-Apr-17 | 14,350 | Management | Elect Director Keith P. Russell | For | Yes | No |
Sunstone Hotel Investors, Inc. | SHO | 867892101 | 28-Apr-17 | 14,350 | Management | Ratify Ernst & Young LLP as Auditors | For | Yes | No |
Sunstone Hotel Investors, Inc. | SHO | 867892101 | 28-Apr-17 | 14,350 | Management | Advisory Vote to Ratify Named Executive Officers' Compensation | For | Yes | No |
Sunstone Hotel Investors, Inc. | SHO | 867892101 | 28-Apr-17 | 14,350 | Management | Advisory Vote on Say on Pay Frequency | One Year | Yes | No |
Prologis, Inc. | PLD | 74340W103 | 03-May-17 | 20,480 | Management | Elect Director Hamid R. Moghadam | For | Yes | No |
Prologis, Inc. | PLD | 74340W103 | 03-May-17 | 20,480 | Management | Elect Director George L. Fotiades | For | Yes | No |
Prologis, Inc. | PLD | 74340W103 | 03-May-17 | 20,480 | Management | Elect Director Lydia H. Kennard | For | Yes | No |
Prologis, Inc. | PLD | 74340W103 | 03-May-17 | 20,480 | Management | Elect Director J. Michael Losh | For | Yes | No |
Prologis, Inc. | PLD | 74340W103 | 03-May-17 | 20,480 | Management | Elect Director Irving F. Lyons, III | For | Yes | No |
Prologis, Inc. | PLD | 74340W103 | 03-May-17 | 20,480 | Management | Elect Director David P. O'Connor | For | Yes | No |
Prologis, Inc. | PLD | 74340W103 | 03-May-17 | 20,480 | Management | Elect Director Olivier Piani | For | Yes | No |
Prologis, Inc. | PLD | 74340W103 | 03-May-17 | 20,480 | Management | Elect Director Jeffrey L. Skelton | For | Yes | No |
Prologis, Inc. | PLD | 74340W103 | 03-May-17 | 20,480 | Management | Elect Director Carl B. Webb | For | Yes | No |
Prologis, Inc. | PLD | 74340W103 | 03-May-17 | 20,480 | Management | Elect Director William D. Zollars | For | Yes | No |
Prologis, Inc. | PLD | 74340W103 | 03-May-17 | 20,480 | Management | Advisory Vote to Ratify Named Executive Officers' Compensation | For | Yes | No |
Prologis, Inc. | PLD | 74340W103 | 03-May-17 | 20,480 | Management | Advisory Vote on Say on Pay Frequency | One Year | Yes | No |
Prologis, Inc. | PLD | 74340W103 | 03-May-17 | 20,480 | Management | Ratify KPMG LLP as Auditors | For | Yes | No |
American Homes 4 Rent | AMH | 02665T306 | 04-May-17 | 1,030 | Management | Elect Director B. Wayne Hughes | For | Yes | No |
American Homes 4 Rent | AMH | 02665T306 | 04-May-17 | 1,030 | Management | Elect Director David P. Singelyn | For | Yes | No |
American Homes 4 Rent | AMH | 02665T306 | 04-May-17 | 1,030 | Management | Elect Director John 'Jack' Corrigan | For | Yes | No |
American Homes 4 Rent | AMH | 02665T306 | 04-May-17 | 1,030 | Management | Elect Director Dann V. Angeloff | For | Yes | No |
American Homes 4 Rent | AMH | 02665T306 | 04-May-17 | 1,030 | Management | Elect Director Douglas N. Benham | For | Yes | No |
American Homes 4 Rent | AMH | 02665T306 | 04-May-17 | 1,030 | Management | Elect Director Tamara Hughes Gustavson | For | Yes | No |
American Homes 4 Rent | AMH | 02665T306 | 04-May-17 | 1,030 | Management | Elect Director Matthew J. Hart | For | Yes | No |
American Homes 4 Rent | AMH | 02665T306 | 04-May-17 | 1,030 | Management | Elect Director James H. Kropp | For | Yes | No |
American Homes 4 Rent | AMH | 02665T306 | 04-May-17 | 1,030 | Management | Elect Director Kenneth M. Woolley | For | Yes | No |
American Homes 4 Rent | AMH | 02665T306 | 04-May-17 | 1,030 | Management | Ratify Ernst & Young, LLP as Auditors | For | Yes | No |
American Homes 4 Rent | AMH | 02665T306 | 04-May-17 | 1,030 | Management | Advisory Vote to Ratify Named Executive Officers' Compensation | For | Yes | No |
Alexandria Real Estate Equities, Inc. | ARE | 015271109 | 09-May-17 | 8,390 | Management | Elect Director Joel S. Marcus | For | Yes | No |
Alexandria Real Estate Equities, Inc. | ARE | 015271109 | 09-May-17 | 8,390 | Management | Elect Director Steven R. Hash | For | Yes | No |
Alexandria Real Estate Equities, Inc. | ARE | 015271109 | 09-May-17 | 8,390 | Management | Elect Director John L. Atkins, III | For | Yes | No |
Alexandria Real Estate Equities, Inc. | ARE | 015271109 | 09-May-17 | 8,390 | Management | Elect Director James P. Cain | For | Yes | No |
Alexandria Real Estate Equities, Inc. | ARE | 015271109 | 09-May-17 | 8,390 | Management | Elect Director Maria C. Freire | For | Yes | No |
Alexandria Real Estate Equities, Inc. | ARE | 015271109 | 09-May-17 | 8,390 | Management | Elect Director Richard H. Klein | For | Yes | No |
Alexandria Real Estate Equities, Inc. | ARE | 015271109 | 09-May-17 | 8,390 | Management | Elect Director James H. Richardson | For | Yes | No |
Alexandria Real Estate Equities, Inc. | ARE | 015271109 | 09-May-17 | 8,390 | Management | Advisory Vote to Ratify Named Executive Officers' Compensation | For | Yes | No |
Alexandria Real Estate Equities, Inc. | ARE | 015271109 | 09-May-17 | 8,390 | Management | Advisory Vote on Say on Pay Frequency | One Year | Yes | No |
Alexandria Real Estate Equities, Inc. | ARE | 015271109 | 09-May-17 | 8,390 | Management | Increase Authorized Common Stock | For | Yes | No |
Alexandria Real Estate Equities, Inc. | ARE | 015271109 | 09-May-17 | 8,390 | Management | Ratify Ernst & Young LLP as Auditors | For | Yes | No |
Education Realty Trust, Inc. | EDR | 28140H203 | 10-May-17 | 11,050 | Management | Elect Director John V. Arabia | For | Yes | No |
Education Realty Trust, Inc. | EDR | 28140H203 | 10-May-17 | 11,050 | Management | Elect Director William J. Cahill, III | For | Yes | No |
Education Realty Trust, Inc. | EDR | 28140H203 | 10-May-17 | 11,050 | Management | Elect Director Randall L. Churchey | For | Yes | No |
Education Realty Trust, Inc. | EDR | 28140H203 | 10-May-17 | 11,050 | Management | Elect Director Kimberly K. Schaefer | For | Yes | No |
Education Realty Trust, Inc. | EDR | 28140H203 | 10-May-17 | 11,050 | Management | Elect Director Howard A. Silver | For | Yes | No |
Education Realty Trust, Inc. | EDR | 28140H203 | 10-May-17 | 11,050 | Management | Elect Director John T. Thomas | For | Yes | No |
Education Realty Trust, Inc. | EDR | 28140H203 | 10-May-17 | 11,050 | Management | Elect Director Thomas Trubiana | For | Yes | No |
Education Realty Trust, Inc. | EDR | 28140H203 | 10-May-17 | 11,050 | Management | Elect Director Wendell W. Weakley | For | Yes | No |
Education Realty Trust, Inc. | EDR | 28140H203 | 10-May-17 | 11,050 | Management | Ratify Deloitte & Touche LLP as Auditors | For | Yes | No |
Education Realty Trust, Inc. | EDR | 28140H203 | 10-May-17 | 11,050 | Management | Advisory Vote to Ratify Named Executive Officers' Compensation | For | Yes | No |
Education Realty Trust, Inc. | EDR | 28140H203 | 10-May-17 | 11,050 | Management | Approve Omnibus Stock Plan | For | Yes | No |
Education Realty Trust, Inc. | EDR | 28140H203 | 10-May-17 | 11,050 | Management | Advisory Vote on Say on Pay Frequency | One Year | Yes | No |
Highwoods Properties, Inc. | HIW | 431284108 | 10-May-17 | 4,340 | Management | Elect Director Charles A. Anderson | For | Yes | No |
Highwoods Properties, Inc. | HIW | 431284108 | 10-May-17 | 4,340 | Management | Elect Director Gene H. Anderson | For | Yes | No |
Highwoods Properties, Inc. | HIW | 431284108 | 10-May-17 | 4,340 | Management | Elect Director Carlos E. Evans | For | Yes | No |
Highwoods Properties, Inc. | HIW | 431284108 | 10-May-17 | 4,340 | Management | Elect Director Edward J. Fritsch | For | Yes | No |
Highwoods Properties, Inc. | HIW | 431284108 | 10-May-17 | 4,340 | Management | Elect Director David J. Hartzell | For | Yes | No |
Highwoods Properties, Inc. | HIW | 431284108 | 10-May-17 | 4,340 | Management | Elect Director Sherry A. Kellett | For | Yes | No |
Highwoods Properties, Inc. | HIW | 431284108 | 10-May-17 | 4,340 | Management | Elect Director O. Temple Sloan, Jr. | For | Yes | No |
Highwoods Properties, Inc. | HIW | 431284108 | 10-May-17 | 4,340 | Management | Ratify Deloitte & Touche LLP as Auditors | For | Yes | No |
Highwoods Properties, Inc. | HIW | 431284108 | 10-May-17 | 4,340 | Management | Advisory Vote to Ratify Named Executive Officers' Compensation | For | Yes | No |
Highwoods Properties, Inc. | HIW | 431284108 | 10-May-17 | 4,340 | Management | Advisory Vote on Say on Pay Frequency | One Year | Yes | No |
Simon Property Group, Inc. | SPG | 828806109 | 10-May-17 | 330 | Management | Elect Director Glyn F. Aeppel | For | Yes | No |
Simon Property Group, Inc. | SPG | 828806109 | 10-May-17 | 330 | Management | Elect Director Larry C. Glasscock | For | Yes | No |
Simon Property Group, Inc. | SPG | 828806109 | 10-May-17 | 330 | Management | Elect Director Karen N. Horn | For | Yes | No |
Simon Property Group, Inc. | SPG | 828806109 | 10-May-17 | 330 | Management | Elect Director Allan Hubbard | For | Yes | No |
Simon Property Group, Inc. | SPG | 828806109 | 10-May-17 | 330 | Management | Elect Director Reuben S. Leibowitz | For | Yes | No |
Simon Property Group, Inc. | SPG | 828806109 | 10-May-17 | 330 | Management | Elect Director Gary M. Rodkin | For | Yes | No |
Simon Property Group, Inc. | SPG | 828806109 | 10-May-17 | 330 | Management | Elect Director Daniel C. Smith | For | Yes | No |
Simon Property Group, Inc. | SPG | 828806109 | 10-May-17 | 330 | Management | Elect Director J. Albert Smith, Jr. | For | Yes | No |
Simon Property Group, Inc. | SPG | 828806109 | 10-May-17 | 330 | Management | Advisory Vote on Say on Pay Frequency | One Year | Yes | No |
Simon Property Group, Inc. | SPG | 828806109 | 10-May-17 | 330 | Management | Advisory Vote to Ratify Named Executive Officers' Compensation | For | Yes | No |
Simon Property Group, Inc. | SPG | 828806109 | 10-May-17 | 330 | Management | Ratify Ernst & Young LLP as Auditors | For | Yes | No |
First Industrial Realty Trust, Inc. | FR | 32054K103 | 11-May-17 | 3,090 | Management | Elect Director Peter E. Baccile | For | Yes | No |
First Industrial Realty Trust, Inc. | FR | 32054K103 | 11-May-17 | 3,090 | Management | Elect Director Matthew S. Dominski | For | Yes | No |
First Industrial Realty Trust, Inc. | FR | 32054K103 | 11-May-17 | 3,090 | Management | Elect Director Bruce W. Duncan | For | Yes | No |
First Industrial Realty Trust, Inc. | FR | 32054K103 | 11-May-17 | 3,090 | Management | Elect Director H. Patrick Hackett, Jr. | For | Yes | No |
First Industrial Realty Trust, Inc. | FR | 32054K103 | 11-May-17 | 3,090 | Management | Elect Director John Rau | For | Yes | No |
First Industrial Realty Trust, Inc. | FR | 32054K103 | 11-May-17 | 3,090 | Management | Elect Director L. Peter Sharpe | For | Yes | No |
First Industrial Realty Trust, Inc. | FR | 32054K103 | 11-May-17 | 3,090 | Management | Elect Director W. Ed Tyler | For | Yes | No |
First Industrial Realty Trust, Inc. | FR | 32054K103 | 11-May-17 | 3,090 | Management | Advisory Vote to Ratify Named Executive Officers' Compensation | For | Yes | No |
First Industrial Realty Trust, Inc. | FR | 32054K103 | 11-May-17 | 3,090 | Management | Advisory Vote on Say on Pay Frequency | One Year | Yes | No |
First Industrial Realty Trust, Inc. | FR | 32054K103 | 11-May-17 | 3,090 | Management | Increase Authorized Common Stock | For | Yes | No |
First Industrial Realty Trust, Inc. | FR | 32054K103 | 11-May-17 | 3,090 | Management | Ratify PricewaterhouseCoopers LLP as Auditors | For | Yes | No |
Host Hotels & Resorts, Inc. | HST | 44107P104 | 11-May-17 | 12,550 | Management | Elect Director Mary L. Baglivo | For | Yes | No |
Host Hotels & Resorts, Inc. | HST | 44107P104 | 11-May-17 | 12,550 | Management | Elect Director Sheila C. Bair | For | Yes | No |
Host Hotels & Resorts, Inc. | HST | 44107P104 | 11-May-17 | 12,550 | Management | Elect Director Sandeep L. Mathrani | For | Yes | No |
Host Hotels & Resorts, Inc. | HST | 44107P104 | 11-May-17 | 12,550 | Management | Elect Director Ann McLaughlin Korologos | For | Yes | No |
Host Hotels & Resorts, Inc. | HST | 44107P104 | 11-May-17 | 12,550 | Management | Elect Director Richard E. Marriott | For | Yes | No |
Host Hotels & Resorts, Inc. | HST | 44107P104 | 11-May-17 | 12,550 | Management | Elect Director John B. Morse, Jr. | For | Yes | No |
Host Hotels & Resorts, Inc. | HST | 44107P104 | 11-May-17 | 12,550 | Management | Elect Director Walter C. Rakowich | For | Yes | No |
Host Hotels & Resorts, Inc. | HST | 44107P104 | 11-May-17 | 12,550 | Management | Elect Director James F. Risoleo | For | Yes | No |
Host Hotels & Resorts, Inc. | HST | 44107P104 | 11-May-17 | 12,550 | Management | Elect Director Gordon H. Smith | For | Yes | No |
Host Hotels & Resorts, Inc. | HST | 44107P104 | 11-May-17 | 12,550 | Management | Ratify KPMG LLP as Auditors | For | Yes | No |
Host Hotels & Resorts, Inc. | HST | 44107P104 | 11-May-17 | 12,550 | Management | Advisory Vote to Ratify Named Executive Officers' Compensation | For | Yes | No |
Host Hotels & Resorts, Inc. | HST | 44107P104 | 11-May-17 | 12,550 | Management | Advisory Vote on Say on Pay Frequency | One Year | Yes | No |
UDR, Inc. | UDR | 902653104 | 11-May-17 | 5,990 | Management | Elect Director Katherine A. Cattanach | For | Yes | No |
UDR, Inc. | UDR | 902653104 | 11-May-17 | 5,990 | Management | Elect Director Robert P. Freeman | For | Yes | No |
UDR, Inc. | UDR | 902653104 | 11-May-17 | 5,990 | Management | Elect Director Jon A. Grove | For | Yes | No |
UDR, Inc. | UDR | 902653104 | 11-May-17 | 5,990 | Management | Elect Director Mary Ann King | For | Yes | No |
UDR, Inc. | UDR | 902653104 | 11-May-17 | 5,990 | Management | Elect Director James D. Klingbeil | For | Yes | No |
UDR, Inc. | UDR | 902653104 | 11-May-17 | 5,990 | Management | Elect Director Clint D. McDonnough | For | Yes | No |
UDR, Inc. | UDR | 902653104 | 11-May-17 | 5,990 | Management | Elect Director Robert A. McNamara | For | Yes | No |
UDR, Inc. | UDR | 902653104 | 11-May-17 | 5,990 | Management | Elect Director Mark R. Patterson | For | Yes | No |
UDR, Inc. | UDR | 902653104 | 11-May-17 | 5,990 | Management | Elect Director Lynne B. Sagalyn | For | Yes | No |
UDR, Inc. | UDR | 902653104 | 11-May-17 | 5,990 | Management | Elect Director Thomas W. Toomey | For | Yes | No |
UDR, Inc. | UDR | 902653104 | 11-May-17 | 5,990 | Management | Ratify Ernst & Young LLP as Auditors | For | Yes | No |
UDR, Inc. | UDR | 902653104 | 11-May-17 | 5,990 | Management | Advisory Vote to Ratify Named Executive Officers' Compensation | For | Yes | No |
UDR, Inc. | UDR | 902653104 | 11-May-17 | 5,990 | Management | Advisory Vote on Say on Pay Frequency | One Year | Yes | No |
Colony Starwood Homes | SFR | 19625X102 | 15-May-17 | 49,370 | Management | Elect Director Thomas J. Barrack, Jr. | For | Yes | No |
Colony Starwood Homes | SFR | 19625X102 | 15-May-17 | 49,370 | Management | Elect Director Barry S. Sternlicht | For | Yes | No |
Colony Starwood Homes | SFR | 19625X102 | 15-May-17 | 49,370 | Management | Elect Director Robert T. Best | For | Yes | No |
Colony Starwood Homes | SFR | 19625X102 | 15-May-17 | 49,370 | Management | Elect Director Thomas M. Bowers | For | Yes | No |
Colony Starwood Homes | SFR | 19625X102 | 15-May-17 | 49,370 | Management | Elect Director Richard D. Bronson | For | Yes | No |
Colony Starwood Homes | SFR | 19625X102 | 15-May-17 | 49,370 | Management | Elect Director Justin T. Chang | For | Yes | No |
Colony Starwood Homes | SFR | 19625X102 | 15-May-17 | 49,370 | Management | Elect Director Michael D. Fascitelli | For | Yes | No |
Colony Starwood Homes | SFR | 19625X102 | 15-May-17 | 49,370 | Management | Elect Director Renee Lewis Glover | For | Yes | No |
Colony Starwood Homes | SFR | 19625X102 | 15-May-17 | 49,370 | Management | Elect Director Jeffrey E. Kelter | For | Yes | No |
Colony Starwood Homes | SFR | 19625X102 | 15-May-17 | 49,370 | Management | Elect Director Thomas W. Knapp | For | Yes | No |
Colony Starwood Homes | SFR | 19625X102 | 15-May-17 | 49,370 | Management | Elect Director Richard B. Saltzman | For | Yes | No |
Colony Starwood Homes | SFR | 19625X102 | 15-May-17 | 49,370 | Management | Elect Director John L. Steffens | For | Yes | No |
Colony Starwood Homes | SFR | 19625X102 | 15-May-17 | 49,370 | Management | Elect Director J. Ronald Terwilliger | For | Yes | No |
Colony Starwood Homes | SFR | 19625X102 | 15-May-17 | 49,370 | Management | Elect Director Frederick C. Tuomi | For | Yes | No |
Colony Starwood Homes | SFR | 19625X102 | 15-May-17 | 49,370 | Management | Ratify Ernst & Young LLP as Auditors | For | Yes | No |
Colony Starwood Homes | SFR | 19625X102 | 15-May-17 | 49,370 | Management | Approve Qualified Employee Stock Purchase Plan | For | Yes | No |
Colony Starwood Homes | SFR | 19625X102 | 15-May-17 | 49,370 | Management | Amend Omnibus Stock Plan | For | Yes | No |
Colony Starwood Homes | SFR | 19625X102 | 15-May-17 | 49,370 | Management | Advisory Vote to Ratify Named Executive Officers' Compensation | For | Yes | No |
GGP Inc. | GGP | 36174X101 | 17-May-17 | 2,000 | Management | Elect Director Richard B. Clark | For | Yes | No |
GGP Inc. | GGP | 36174X101 | 17-May-17 | 2,000 | Management | Elect Director Mary Lou Fiala | For | Yes | No |
GGP Inc. | GGP | 36174X101 | 17-May-17 | 2,000 | Management | Elect Director J. Bruce Flatt | For | Yes | No |
GGP Inc. | GGP | 36174X101 | 17-May-17 | 2,000 | Management | Elect Director Janice R. Fukakusa | For | Yes | No |
GGP Inc. | GGP | 36174X101 | 17-May-17 | 2,000 | Management | Elect Director John K. Haley | For | Yes | No |
GGP Inc. | GGP | 36174X101 | 17-May-17 | 2,000 | Management | Elect Director Daniel B. Hurwitz | For | Yes | No |
GGP Inc. | GGP | 36174X101 | 17-May-17 | 2,000 | Management | Elect Director Brian W. Kingston | For | Yes | No |
GGP Inc. | GGP | 36174X101 | 17-May-17 | 2,000 | Management | Elect Director Christina M. Lofgren | For | Yes | No |
GGP Inc. | GGP | 36174X101 | 17-May-17 | 2,000 | Management | Elect Director Sandeep Mathrani | For | Yes | No |
GGP Inc. | GGP | 36174X101 | 17-May-17 | 2,000 | Management | Advisory Vote on Say on Pay Frequency | One Year | Yes | No |
GGP Inc. | GGP | 36174X101 | 17-May-17 | 2,000 | Management | Advisory Vote to Ratify Named Executive Officers' Compensation | For | Yes | No |
GGP Inc. | GGP | 36174X101 | 17-May-17 | 2,000 | Management | Ratify Deloitte & Touche LLP as Auditors | For | Yes | No |
GGP Inc. | GGP | 36174X101 | 17-May-17 | 2,000 | Management | Provide Directors May Be Removed With or Without Cause | For | Yes | No |
GGP Inc. | GGP | 36174X101 | 17-May-17 | 2,000 | Share Holder | Adopt Proxy Access Right | For | Yes | Yes |
AvalonBay Communities, Inc. | AVB | 053484101 | 18-May-17 | 1,000 | Management | Elect Director Glyn F. Aeppel | For | Yes | No |
AvalonBay Communities, Inc. | AVB | 053484101 | 18-May-17 | 1,000 | Management | Elect Director Terry S. Brown | For | Yes | No |
AvalonBay Communities, Inc. | AVB | 053484101 | 18-May-17 | 1,000 | Management | Elect Director Alan B. Buckelew | For | Yes | No |
AvalonBay Communities, Inc. | AVB | 053484101 | 18-May-17 | 1,000 | Management | Elect Director Ronald L. Havner, Jr. | For | Yes | No |
AvalonBay Communities, Inc. | AVB | 053484101 | 18-May-17 | 1,000 | Management | Elect Director Richard J. Lieb | For | Yes | No |
AvalonBay Communities, Inc. | AVB | 053484101 | 18-May-17 | 1,000 | Management | Elect Director Timothy J. Naughton | For | Yes | No |
AvalonBay Communities, Inc. | AVB | 053484101 | 18-May-17 | 1,000 | Management | Elect Director Peter S. Rummell | For | Yes | No |
AvalonBay Communities, Inc. | AVB | 053484101 | 18-May-17 | 1,000 | Management | Elect Director H. Jay Sarles | For | Yes | No |
AvalonBay Communities, Inc. | AVB | 053484101 | 18-May-17 | 1,000 | Management | Elect Director Susan Swanezy | For | Yes | No |
AvalonBay Communities, Inc. | AVB | 053484101 | 18-May-17 | 1,000 | Management | Elect Director W. Edward Walter | For | Yes | No |
AvalonBay Communities, Inc. | AVB | 053484101 | 18-May-17 | 1,000 | Management | Ratify Ernst & Young LLP as Auditors | For | Yes | No |
AvalonBay Communities, Inc. | AVB | 053484101 | 18-May-17 | 1,000 | Management | Amend Omnibus Stock Plan | For | Yes | No |
AvalonBay Communities, Inc. | AVB | 053484101 | 18-May-17 | 1,000 | Management | Advisory Vote to Ratify Named Executive Officers' Compensation | For | Yes | No |
AvalonBay Communities, Inc. | AVB | 053484101 | 18-May-17 | 1,000 | Management | Advisory Vote on Say on Pay Frequency | One Year | Yes | No |
Brixmor Property Group Inc. | BRX | 11120U105 | 18-May-17 | 2,000 | Management | Elect Director James M. Taylor Jr. | For | Yes | No |
Brixmor Property Group Inc. | BRX | 11120U105 | 18-May-17 | 2,000 | Management | Elect Director John G. Schreiber | For | Yes | No |
Brixmor Property Group Inc. | BRX | 11120U105 | 18-May-17 | 2,000 | Management | Elect Director Michael Berman | For | Yes | No |
Brixmor Property Group Inc. | BRX | 11120U105 | 18-May-17 | 2,000 | Management | Elect Director Sheryl M. Crosland | For | Yes | No |
Brixmor Property Group Inc. | BRX | 11120U105 | 18-May-17 | 2,000 | Management | Elect Director Anthony W. Deering | For | Yes | No |
Brixmor Property Group Inc. | BRX | 11120U105 | 18-May-17 | 2,000 | Management | Elect Director Thomas W. Dickson | For | Yes | No |
Brixmor Property Group Inc. | BRX | 11120U105 | 18-May-17 | 2,000 | Management | Elect Director Daniel B. Hurwitz | For | Yes | No |
Brixmor Property Group Inc. | BRX | 11120U105 | 18-May-17 | 2,000 | Management | Elect Director William D. Rahm | For | Yes | No |
Brixmor Property Group Inc. | BRX | 11120U105 | 18-May-17 | 2,000 | Management | Elect Director Gabrielle Sulzberger | For | Yes | No |
Brixmor Property Group Inc. | BRX | 11120U105 | 18-May-17 | 2,000 | Management | Ratify Deloitte & Touche LLP as Auditors | For | Yes | No |
Brixmor Property Group Inc. | BRX | 11120U105 | 18-May-17 | 2,000 | Management | Advisory Vote to Ratify Named Executive Officers' Compensation | For | Yes | No |
Vornado Realty Trust | VNO | 929042109 | 18-May-17 | 1,000 | Management | Elect Director Michael Lynne | For | Yes | No |
Vornado Realty Trust | VNO | 929042109 | 18-May-17 | 1,000 | Management | Elect Director David M. Mandelbaum | For | Yes | No |
Vornado Realty Trust | VNO | 929042109 | 18-May-17 | 1,000 | Management | Elect Director Mandakini Puri | For | Yes | No |
Vornado Realty Trust | VNO | 929042109 | 18-May-17 | 1,000 | Management | Elect Director Daniel R. Tisch | For | Yes | No |
Vornado Realty Trust | VNO | 929042109 | 18-May-17 | 1,000 | Management | Ratify Deloitte & Touche LLP as Auditors | For | Yes | No |
Vornado Realty Trust | VNO | 929042109 | 18-May-17 | 1,000 | Management | Advisory Vote to Ratify Named Executive Officers' Compensation | For | Yes | No |
Vornado Realty Trust | VNO | 929042109 | 18-May-17 | 1,000 | Management | Advisory Vote on Say on Pay Frequency | One Year | Yes | No |
Boston Properties, Inc. | BXP | 101121101 | 23-May-17 | 2,930 | Management | Elect Director Bruce W. Duncan | For | Yes | No |
Boston Properties, Inc. | BXP | 101121101 | 23-May-17 | 2,930 | Management | Elect Director Karen E. Dykstra | For | Yes | No |
Boston Properties, Inc. | BXP | 101121101 | 23-May-17 | 2,930 | Management | Elect Director Carol B. Einiger | For | Yes | No |
Boston Properties, Inc. | BXP | 101121101 | 23-May-17 | 2,930 | Management | Elect Director Jacob A. Frenkel | For | Yes | No |
Boston Properties, Inc. | BXP | 101121101 | 23-May-17 | 2,930 | Management | Elect Director Joel I. Klein | For | Yes | No |
Boston Properties, Inc. | BXP | 101121101 | 23-May-17 | 2,930 | Management | Elect Director Douglas T. Linde | For | Yes | No |
Boston Properties, Inc. | BXP | 101121101 | 23-May-17 | 2,930 | Management | Elect Director Matthew J. Lustig | For | Yes | No |
Boston Properties, Inc. | BXP | 101121101 | 23-May-17 | 2,930 | Management | Elect Director Alan J. Patricof | For | Yes | No |
Boston Properties, Inc. | BXP | 101121101 | 23-May-17 | 2,930 | Management | Elect Director Owen D. Thomas | For | Yes | No |
Boston Properties, Inc. | BXP | 101121101 | 23-May-17 | 2,930 | Management | Elect Director Martin Turchin | For | Yes | No |
Boston Properties, Inc. | BXP | 101121101 | 23-May-17 | 2,930 | Management | Elect Director David A. Twardock | For | Yes | No |
Boston Properties, Inc. | BXP | 101121101 | 23-May-17 | 2,930 | Management | Advisory Vote to Ratify Named Executive Officers' Compensation | For | Yes | No |
Boston Properties, Inc. | BXP | 101121101 | 23-May-17 | 2,930 | Management | Advisory Vote on Say on Pay Frequency | One Year | Yes | No |
Boston Properties, Inc. | BXP | 101121101 | 23-May-17 | 2,930 | Management | Ratify PricewaterhouseCoopers LLP as Auditors | For | Yes | No |
Parkway, Inc. | PKY | 70156Q107 | 23-May-17 | 5,410 | Management | Elect Director Avi Banyasz | For | Yes | No |
Parkway, Inc. | PKY | 70156Q107 | 23-May-17 | 5,410 | Management | Elect Director James H. Hance, Jr. | For | Yes | No |
Parkway, Inc. | PKY | 70156Q107 | 23-May-17 | 5,410 | Management | Elect Director James R. Heistand | For | Yes | No |
Parkway, Inc. | PKY | 70156Q107 | 23-May-17 | 5,410 | Management | Elect Director Frank J. "Tripp" Johnson, III | For | Yes | No |
Parkway, Inc. | PKY | 70156Q107 | 23-May-17 | 5,410 | Management | Elect Director Craig B. Jones | For | Yes | No |
Parkway, Inc. | PKY | 70156Q107 | 23-May-17 | 5,410 | Management | Elect Director R. Dary Stone | For | Yes | No |
Parkway, Inc. | PKY | 70156Q107 | 23-May-17 | 5,410 | Management | Elect Director James A. Thomas | For | Yes | No |
Parkway, Inc. | PKY | 70156Q107 | 23-May-17 | 5,410 | Management | Approve Nonqualified Employee Stock Purchase Plan | For | Yes | No |
Parkway, Inc. | PKY | 70156Q107 | 23-May-17 | 5,410 | Management | Amend Omnibus Stock Plan | For | Yes | No |
Parkway, Inc. | PKY | 70156Q107 | 23-May-17 | 5,410 | Management | Ratify Ernst & Young LLP as Auditors | For | Yes | No |
Hilton Worldwide Holdings Inc. | HLT | 43300A203 | 24-May-17 | 9,020 | Management | Elect Director Christopher J. Nassetta | For | Yes | No |
Hilton Worldwide Holdings Inc. | HLT | 43300A203 | 24-May-17 | 9,020 | Management | Elect Director Jonathan D. Gray | For | Yes | No |
Hilton Worldwide Holdings Inc. | HLT | 43300A203 | 24-May-17 | 9,020 | Management | Elect Director Charlene T. Begley | For | Yes | No |
Hilton Worldwide Holdings Inc. | HLT | 43300A203 | 24-May-17 | 9,020 | Management | Elect Director Jon M. Huntsman, Jr. | For | Yes | No |
Hilton Worldwide Holdings Inc. | HLT | 43300A203 | 24-May-17 | 9,020 | Management | Elect Director Judith A. McHale | For | Yes | No |
Hilton Worldwide Holdings Inc. | HLT | 43300A203 | 24-May-17 | 9,020 | Management | Elect Director John G. Schreiber | For | Yes | No |
Hilton Worldwide Holdings Inc. | HLT | 43300A203 | 24-May-17 | 9,020 | Management | Elect Director Elizabeth A. Smith | For | Yes | No |
Hilton Worldwide Holdings Inc. | HLT | 43300A203 | 24-May-17 | 9,020 | Management | Elect Director Douglas M. Steenland | For | Yes | No |
Hilton Worldwide Holdings Inc. | HLT | 43300A203 | 24-May-17 | 9,020 | Management | Elect Director William J. Stein | For | Yes | No |
Hilton Worldwide Holdings Inc. | HLT | 43300A203 | 24-May-17 | 9,020 | Management | Approve Omnibus Stock Plan | For | Yes | No |
Hilton Worldwide Holdings Inc. | HLT | 43300A203 | 24-May-17 | 9,020 | Management | Ratify Ernst & Young LLP as Auditors | For | Yes | No |
Hilton Worldwide Holdings Inc. | HLT | 43300A203 | 24-May-17 | 9,020 | Management | Advisory Vote to Ratify Named Executive Officers' Compensation | For | Yes | No |
Hudson Pacific Properties, Inc. | HPP | 444097109 | 24-May-17 | 7,200 | Management | Elect Director Victor J. Coleman | For | Yes | No |
Hudson Pacific Properties, Inc. | HPP | 444097109 | 24-May-17 | 7,200 | Management | Elect Director Theodore R. Antenucci | For | Yes | No |
Hudson Pacific Properties, Inc. | HPP | 444097109 | 24-May-17 | 7,200 | Management | Elect Director Frank Cohen | For | Yes | No |
Hudson Pacific Properties, Inc. | HPP | 444097109 | 24-May-17 | 7,200 | Management | Elect Director Richard B. Fried | For | Yes | No |
Hudson Pacific Properties, Inc. | HPP | 444097109 | 24-May-17 | 7,200 | Management | Elect Director Jonathan M. Glaser | For | Yes | No |
Hudson Pacific Properties, Inc. | HPP | 444097109 | 24-May-17 | 7,200 | Management | Elect Director Robert L. Harris, II | For | Yes | No |
Hudson Pacific Properties, Inc. | HPP | 444097109 | 24-May-17 | 7,200 | Management | Elect Director Mark D. Linehan | For | Yes | No |
Hudson Pacific Properties, Inc. | HPP | 444097109 | 24-May-17 | 7,200 | Management | Elect Director Robert M. Moran, Jr. | For | Yes | No |
Hudson Pacific Properties, Inc. | HPP | 444097109 | 24-May-17 | 7,200 | Management | Elect Director Michael Nash | For | Yes | No |
Hudson Pacific Properties, Inc. | HPP | 444097109 | 24-May-17 | 7,200 | Management | Elect Director Barry A. Porter | For | Yes | No |
Hudson Pacific Properties, Inc. | HPP | 444097109 | 24-May-17 | 7,200 | Management | Amend Omnibus Stock Plan | For | Yes | No |
Hudson Pacific Properties, Inc. | HPP | 444097109 | 24-May-17 | 7,200 | Management | Ratify Ernst & Young LLP as Auditors | For | Yes | No |
Hudson Pacific Properties, Inc. | HPP | 444097109 | 24-May-17 | 7,200 | Management | Advisory Vote to Ratify Named Executive Officers' Compensation | For | Yes | No |
Hudson Pacific Properties, Inc. | HPP | 444097109 | 24-May-17 | 7,200 | Management | Advisory Vote on Say on Pay Frequency | One Year | Yes | No |
Hudson Pacific Properties, Inc. | HPP | 444097109 | 24-May-17 | 7,200 | Share Holder | Report on Steps Taken to Increase Board Diversity | For | Yes | Yes |
CubeSmart | CUBE | 229663109 | 31-May-17 | 16,380 | Management | Elect Director William M. Diefenderfer, III | For | Yes | No |
CubeSmart | CUBE | 229663109 | 31-May-17 | 16,380 | Management | Elect Director Piero Bussani | For | Yes | No |
CubeSmart | CUBE | 229663109 | 31-May-17 | 16,380 | Management | Elect Director Christopher P. Marr | For | Yes | No |
CubeSmart | CUBE | 229663109 | 31-May-17 | 16,380 | Management | Elect Director Marianne M. Keler | For | Yes | No |
CubeSmart | CUBE | 229663109 | 31-May-17 | 16,380 | Management | Elect Director Deborah Ratner Salzberg | For | Yes | No |
CubeSmart | CUBE | 229663109 | 31-May-17 | 16,380 | Management | Elect Director John F. Remondi | For | Yes | No |
CubeSmart | CUBE | 229663109 | 31-May-17 | 16,380 | Management | Elect Director Jeffrey F. Rogatz | For | Yes | No |
CubeSmart | CUBE | 229663109 | 31-May-17 | 16,380 | Management | Elect Director John W. Fain | For | Yes | No |
CubeSmart | CUBE | 229663109 | 31-May-17 | 16,380 | Management | Ratify KPMG LLP as Auditors | For | Yes | No |
CubeSmart | CUBE | 229663109 | 31-May-17 | 16,380 | Management | Advisory Vote to Ratify Named Executive Officers' Compensation | For | Yes | No |
CubeSmart | CUBE | 229663109 | 31-May-17 | 16,380 | Management | Advisory Vote on Say on Pay Frequency | One Year | Yes | No |
CubeSmart | CUBE | 229663109 | 31-May-17 | 16,380 | Management | Amend Declaration of Trust to Provide Shareholders the Ability to Amend the Bylaws | For | Yes | No |
Equinix, Inc. | EQIX | 29444U700 | 31-May-17 | 4,360 | Management | Elect Director Thomas Bartlett | For | Yes | No |
Equinix, Inc. | EQIX | 29444U700 | 31-May-17 | 4,360 | Management | Elect Director Nanci Caldwell | For | Yes | No |
Equinix, Inc. | EQIX | 29444U700 | 31-May-17 | 4,360 | Management | Elect Director Gary Hromadko | For | Yes | No |
Equinix, Inc. | EQIX | 29444U700 | 31-May-17 | 4,360 | Management | Elect Director John Hughes | For | Yes | No |
Equinix, Inc. | EQIX | 29444U700 | 31-May-17 | 4,360 | Management | Elect Director Scott Kriens | For | Yes | No |
Equinix, Inc. | EQIX | 29444U700 | 31-May-17 | 4,360 | Management | Elect Director William Luby | For | Yes | No |
Equinix, Inc. | EQIX | 29444U700 | 31-May-17 | 4,360 | Management | Elect Director Irving Lyons, III | For | Yes | No |
Equinix, Inc. | EQIX | 29444U700 | 31-May-17 | 4,360 | Management | Elect Director Christopher Paisley | For | Yes | No |
Equinix, Inc. | EQIX | 29444U700 | 31-May-17 | 4,360 | Management | Elect Director Stephen Smith | For | Yes | No |
Equinix, Inc. | EQIX | 29444U700 | 31-May-17 | 4,360 | Management | Elect Director Peter Van Camp | For | Yes | No |
Equinix, Inc. | EQIX | 29444U700 | 31-May-17 | 4,360 | Management | Advisory Vote to Ratify Named Executive Officers' Compensation | For | Yes | No |
Equinix, Inc. | EQIX | 29444U700 | 31-May-17 | 4,360 | Management | Advisory Vote on Say on Pay Frequency | One Year | Yes | No |
Equinix, Inc. | EQIX | 29444U700 | 31-May-17 | 4,360 | Management | Re-approve Material Terms for Long-Term Incentive Performance Awards | For | Yes | No |
Equinix, Inc. | EQIX | 29444U700 | 31-May-17 | 4,360 | Management | Ratify PricewaterhouseCoopers LLP as Auditors | For | Yes | No |
Douglas Emmett, Inc. | DEI | 25960P109 | 01-Jun-17 | 26,230 | Management | Elect Director Dan A. Emmett | For | Yes | No |
Douglas Emmett, Inc. | DEI | 25960P109 | 01-Jun-17 | 26,230 | Management | Elect Director Jordan L. Kaplan | For | Yes | No |
Douglas Emmett, Inc. | DEI | 25960P109 | 01-Jun-17 | 26,230 | Management | Elect Director Kenneth M. Panzer | For | Yes | No |
Douglas Emmett, Inc. | DEI | 25960P109 | 01-Jun-17 | 26,230 | Management | Elect Director Christopher H. Anderson | For | Yes | No |
Douglas Emmett, Inc. | DEI | 25960P109 | 01-Jun-17 | 26,230 | Management | Elect Director Leslie E. Bider | For | Yes | No |
Douglas Emmett, Inc. | DEI | 25960P109 | 01-Jun-17 | 26,230 | Management | Elect Director David T. Feinberg | For | Yes | No |
Douglas Emmett, Inc. | DEI | 25960P109 | 01-Jun-17 | 26,230 | Management | Elect Director Virginia A. McFerran | For | Yes | No |
Douglas Emmett, Inc. | DEI | 25960P109 | 01-Jun-17 | 26,230 | Management | Elect Director Thomas E. O'Hern | For | Yes | No |
Douglas Emmett, Inc. | DEI | 25960P109 | 01-Jun-17 | 26,230 | Management | Elect Director William E. Simon, Jr. | For | Yes | No |
Douglas Emmett, Inc. | DEI | 25960P109 | 01-Jun-17 | 26,230 | Management | Ratify Ernst & Young LLP as Auditors | For | Yes | No |
Douglas Emmett, Inc. | DEI | 25960P109 | 01-Jun-17 | 26,230 | Management | Advisory Vote to Ratify Named Executive Officers' Compensation | For | Yes | No |
Douglas Emmett, Inc. | DEI | 25960P109 | 01-Jun-17 | 26,230 | Management | Advisory Vote on Say on Pay Frequency | One Year | Yes | No |
SL Green Realty Corp. | SLG | 78440X101 | 01-Jun-17 | 2,520 | Management | Elect Director Betsy Atkins | For | Yes | No |
SL Green Realty Corp. | SLG | 78440X101 | 01-Jun-17 | 2,520 | Management | Elect Director Marc Holliday | For | Yes | No |
SL Green Realty Corp. | SLG | 78440X101 | 01-Jun-17 | 2,520 | Management | Elect Director John S. Levy | For | Yes | No |
SL Green Realty Corp. | SLG | 78440X101 | 01-Jun-17 | 2,520 | Management | Advisory Vote to Ratify Named Executive Officers' Compensation | Against | Yes | Yes |
SL Green Realty Corp. | SLG | 78440X101 | 01-Jun-17 | 2,520 | Management | Declassify the Board of Directors | For | Yes | No |
SL Green Realty Corp. | SLG | 78440X101 | 01-Jun-17 | 2,520 | Management | Ratify Ernst & Young LLP as Auditors | For | Yes | No |
SL Green Realty Corp. | SLG | 78440X101 | 01-Jun-17 | 2,520 | Management | Advisory Vote on Say on Pay Frequency | One Year | Yes | No |
SL Green Realty Corp. | SLG | 78440X101 | 01-Jun-17 | 2,520 | Share Holder | Report on Pay Disparity | Against | Yes | No |
STORE Capital Corporation | STOR | 862121100 | 01-Jun-17 | 18,590 | Management | Elect Director Morton H. Fleischer | For | Yes | No |
STORE Capital Corporation | STOR | 862121100 | 01-Jun-17 | 18,590 | Management | Elect Director Christopher H. Volk | For | Yes | No |
STORE Capital Corporation | STOR | 862121100 | 01-Jun-17 | 18,590 | Management | Elect Director Joseph M. Donovan | For | Yes | No |
STORE Capital Corporation | STOR | 862121100 | 01-Jun-17 | 18,590 | Management | Elect Director Mary Fedewa | For | Yes | No |
STORE Capital Corporation | STOR | 862121100 | 01-Jun-17 | 18,590 | Management | Elect Director William F. Hipp | For | Yes | No |
STORE Capital Corporation | STOR | 862121100 | 01-Jun-17 | 18,590 | Management | Elect Director Einar A. Seadler | For | Yes | No |
STORE Capital Corporation | STOR | 862121100 | 01-Jun-17 | 18,590 | Management | Elect Director Mark N. Sklar | For | Yes | No |
STORE Capital Corporation | STOR | 862121100 | 01-Jun-17 | 18,590 | Management | Elect Director Quentin P. Smith, Jr. | For | Yes | No |
STORE Capital Corporation | STOR | 862121100 | 01-Jun-17 | 18,590 | Management | Advisory Vote to Ratify Named Executive Officers' Compensation | For | Yes | No |
STORE Capital Corporation | STOR | 862121100 | 01-Jun-17 | 18,590 | Management | Ratify Ernst & Young LLP as Auditors | For | Yes | No |
Mack-Cali Realty Corporation | CLI | 554489104 | 09-Jun-17 | 14,810 | Management | Elect Director William L. Mack | For | Yes | No |
Mack-Cali Realty Corporation | CLI | 554489104 | 09-Jun-17 | 14,810 | Management | Elect Director Alan S. Bernikow | For | Yes | No |
Mack-Cali Realty Corporation | CLI | 554489104 | 09-Jun-17 | 14,810 | Management | Elect Director Irvin D. Reid | For | Yes | No |
Mack-Cali Realty Corporation | CLI | 554489104 | 09-Jun-17 | 14,810 | Management | Elect Director Kenneth M. Duberstein | For | Yes | No |
Mack-Cali Realty Corporation | CLI | 554489104 | 09-Jun-17 | 14,810 | Management | Elect Director David S. Mack | For | Yes | No |
Mack-Cali Realty Corporation | CLI | 554489104 | 09-Jun-17 | 14,810 | Management | Elect Director Vincent Tese | For | Yes | No |
Mack-Cali Realty Corporation | CLI | 554489104 | 09-Jun-17 | 14,810 | Management | Elect Director Nathan Gantcher | For | Yes | No |
Mack-Cali Realty Corporation | CLI | 554489104 | 09-Jun-17 | 14,810 | Management | Elect Director Alan G. Philibosian | For | Yes | No |
Mack-Cali Realty Corporation | CLI | 554489104 | 09-Jun-17 | 14,810 | Management | Elect Director Rebecca Robertson | For | Yes | No |
Mack-Cali Realty Corporation | CLI | 554489104 | 09-Jun-17 | 14,810 | Management | Advisory Vote to Ratify Named Executive Officers' Compensation | For | Yes | No |
Mack-Cali Realty Corporation | CLI | 554489104 | 09-Jun-17 | 14,810 | Management | Advisory Vote on Say on Pay Frequency | One Year | Yes | No |
Mack-Cali Realty Corporation | CLI | 554489104 | 09-Jun-17 | 14,810 | Management | Ratify PricewaterhouseCoopers LLP as Auditors | For | Yes | No |
American Assets Trust, Inc. | AAT | 024013104 | 13-Jun-17 | 14,100 | Management | Elect Director Ernest S. Rady | For | Yes | No |
American Assets Trust, Inc. | AAT | 024013104 | 13-Jun-17 | 14,100 | Management | Elect Director Larry E. Finger | For | Yes | No |
American Assets Trust, Inc. | AAT | 024013104 | 13-Jun-17 | 14,100 | Management | Elect Director Duane A. Nelles | For | Yes | No |
American Assets Trust, Inc. | AAT | 024013104 | 13-Jun-17 | 14,100 | Management | Elect Director Thomas S. Olinger | For | Yes | No |
American Assets Trust, Inc. | AAT | 024013104 | 13-Jun-17 | 14,100 | Management | Elect Director Robert S. Sullivan | For | Yes | No |
American Assets Trust, Inc. | AAT | 024013104 | 13-Jun-17 | 14,100 | Management | Ratify Ernst & Young LLP as Auditors | For | Yes | No |
American Assets Trust, Inc. | AAT | 024013104 | 13-Jun-17 | 14,100 | Management | Advisory Vote to Ratify Named Executive Officers' Compensation | For | Yes | No |
Equity Residential | EQR | 29476L107 | 15-Jun-17 | 18,270 | Management | Elect Director John W. Alexander | For | Yes | No |
Equity Residential | EQR | 29476L107 | 15-Jun-17 | 18,270 | Management | Elect Director Charles L. Atwood | For | Yes | No |
Equity Residential | EQR | 29476L107 | 15-Jun-17 | 18,270 | Management | Elect Director Linda Walker Bynoe | For | Yes | No |
Equity Residential | EQR | 29476L107 | 15-Jun-17 | 18,270 | Management | Elect Director Connie K. Duckworth | For | Yes | No |
Equity Residential | EQR | 29476L107 | 15-Jun-17 | 18,270 | Management | Elect Director Mary Kay Haben | For | Yes | No |
Equity Residential | EQR | 29476L107 | 15-Jun-17 | 18,270 | Management | Elect Director Bradley A. Keywell | For | Yes | No |
Equity Residential | EQR | 29476L107 | 15-Jun-17 | 18,270 | Management | Elect Director John E. Neal | For | Yes | No |
Equity Residential | EQR | 29476L107 | 15-Jun-17 | 18,270 | Management | Elect Director David J. Neithercut | For | Yes | No |
Equity Residential | EQR | 29476L107 | 15-Jun-17 | 18,270 | Management | Elect Director Mark S. Shapiro | For | Yes | No |
Equity Residential | EQR | 29476L107 | 15-Jun-17 | 18,270 | Management | Elect Director Gerald A. Spector | For | Yes | No |
Equity Residential | EQR | 29476L107 | 15-Jun-17 | 18,270 | Management | Elect Director Stephen E. Sterrett | For | Yes | No |
Equity Residential | EQR | 29476L107 | 15-Jun-17 | 18,270 | Management | Elect Director Samuel Zell | For | Yes | No |
Equity Residential | EQR | 29476L107 | 15-Jun-17 | 18,270 | Management | Ratify Ernst & Young LLP as Auditors | For | Yes | No |
Equity Residential | EQR | 29476L107 | 15-Jun-17 | 18,270 | Management | Advisory Vote to Ratify Named Executive Officers' Compensation | For | Yes | No |
Equity Residential | EQR | 29476L107 | 15-Jun-17 | 18,270 | Management | Advisory Vote on Say on Pay Frequency | One Year | Yes | No |
Equity Residential | EQR | 29476L107 | 15-Jun-17 | 18,270 | Share Holder | Provide Shareholders the Right to Amend Bylaws | Against | Yes | No |
Company | Ticker | CUSIP | Meeting Date | A brief identification of the matter voted on | Proposed by Issuer or Security Holder | Voted | Vote Cast | With or Against Management |
RREEF America II | N/A | N/A | 7/21/2016 | Election of Directors | Issuer | X | X | With |
BlackRock Granite | N/A | N/A | 10/27/2016 | Merger Agreement/Election of Directors | Issuer | X | X | With |
Morgan Stanley Prime | N/A | N/A | 2/17/2017 | Election of Directors | Issuer | X | X | With |
Vote Summary Report
Date range covered: 04/01/2017 to 06/30/2017
Location(s): All Locations
Location(s): All Locations
Institution Account(s): Griffin Instl Access Fund - Center Square
Apartment Investment and Management Company
Meeting Date: 04/25/2017 | Country: USA | Primary Security ID: 03748R101 | Meeting ID: 1119575 | |
Record Date: 02/24/2017 | Meeting Type: Annual | Ticker: AIV | ||
Primary CUSIP: 03748R101 | Primary ISIN: US03748R1014 | Primary SEDOL: 2057059 | Proxy Level: 3 | |
Shares Voted: 17,460 | Votable Shares: 17,460 | Shares Instructed: 17,460 | ||
Total Ballots: 1 | Voting Policy: ISS |
Proposal Number | Proposal Text | Proponent | Votable Proposal | Mgmt Rec | ISS Rec | Voting Policy Rec | Vote Instruction | Vote Against Mgmt | Vote Against Policy | Vote Against ISS |
1.1 | Elect Director Terry Considine | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1.2 | Elect Director Thomas L. Keltner | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1.3 | Elect Director J. Landis Martin | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1.4 | Elect Director Robert A. Miller | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1.5 | Elect Director Kathleen M. Nelson | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1.6 | Elect Director Michael A. Stein | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1.7 | Elect Director Nina A. Tran | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
2 | Ratify Ernst & Young LLP as Auditors | Mgmt | Yes | For | For | For | For | No | No | No |
3 | Advisory Vote to Ratify Named Executive Officers’ Compensation | Mgmt | Yes | For | For | For | For | No | No | No |
4 | Advisory Vote on Say on Pay Frequency | Mgmt | Yes | One Year | One Year | One Year | One Year | No | No | No |
Ballot Details
Institutional Account Detail (IA Name, IA Number) | Custodian Account Number | Ballot Status | Instructor Name | Date Instructed | Approver Name | Date Approved | Votable Shares | Shares Voted |
Griffin Instl Access Fund - Center Square, 141917.1 | 141917.1 | Confirmed | Auto-Instructed | 03/22/2017 | Auto-Approved | 03/26/2017 | 17,460 | 17,460 |
Total Shares: | 17,460 | 17,460 |
* | Shares on loan data is only provided for a select group of custodians. Please contact your ISS Account Manager with any questions. |
Page 1 of 55
Vote Summary Report
Date range covered: 04/01/2017 to 06/30/2017
Location(s): All Locations
Institution Account(s): Griffin Instl Access Fund - Center Square
Public Storage
Meeting Date: 04/26/2017 | Country: USA | Primary Security ID: 74460D109 | Meeting ID: 1124726 | |
Record Date: 03/01/2017 | Meeting Type: Annual | Ticker: PSA | ||
Primary CUSIP: 74460D109 | Primary ISIN: US74460D1090 | Primary SEDOL: 2852533 | Proxy Level: 3 | |
Shares Voted: 400 | Votable Shares: 400 | Shares Instructed: 400 | ||
Total Ballots: 1 | Voting Policy: ISS |
Proposal Number | Proposal Text | Proponent | Votable Proposal | Mgmt Rec | ISS Rec | Voting Policy Rec | Vote Instruction | Vote Against Mgmt | Vote Against Policy | Vote Against ISS |
1.1 | Elect Director Ronald L. Havner, Jr. | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: Vote AGAINST Gary Pruitt, Avedick Poladian and Ronald Spogli for a material governance failure. The company maintains a charter which prohibits or restricts shareholders’ ability to amend the company bylaws. A vote FOR the remaining director nominees is warranted. | ||||||||||
1.2 | Elect Director Tamara Hughes Gustavson | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: Vote AGAINST Gary Pruitt, Avedick Poladian and Ronald Spogli for a material governance failure. The company maintains a charter which prohibits or restricts shareholders’ ability to amend the company bylaws. A vote FOR the remaining director nominees is warranted. | ||||||||||
1.3 | Elect Director Uri P. Harkham | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: Vote AGAINST Gary Pruitt, Avedick Poladian and Ronald Spogli for a material governance failure. The company maintains a charter which prohibits or restricts shareholders’ ability to amend the company bylaws. A vote FOR the remaining director nominees is warranted. | ||||||||||
1.4 | Elect Director Leslie S. Heisz | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: Vote AGAINST Gary Pruitt, Avedick Poladian and Ronald Spogli for a material governance failure. The company maintains a charter which prohibits or restricts shareholders’ ability to amend the company bylaws. A vote FOR the remaining director nominees is warranted. | ||||||||||
1.5 | Elect Director B. Wayne Hughes, Jr. | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: Vote AGAINST Gary Pruitt, Avedick Poladian and Ronald Spogli for a material governance failure. The company maintains a charter which prohibits or restricts shareholders’ ability to amend the company bylaws. A vote FOR the remaining director nominees is warranted. | ||||||||||
1.6 | Elect Director Avedick B. Poladian | Mgmt | Yes | For | Against | Against | Against | Yes | No | No |
Voting Policy Rationale: Vote AGAINST Gary Pruitt, Avedick Poladian and Ronald Spogli for a material governance failure. The company maintains a charter which prohibits or restricts shareholders’ ability to amend the company bylaws. A vote FOR the remaining director nominees is warranted. | ||||||||||
1.7 | Elect Director Gary E. Pruitt | Mgmt | Yes | For | Against | Against | Against | Yes | No | No |
Voting Policy Rationale: Vote AGAINST Gary Pruitt, Avedick Poladian and Ronald Spogli for a material governance failure. The company maintains a charter which prohibits or restricts shareholders’ ability to amend the company bylaws. A vote FOR the remaining director nominees is warranted. | ||||||||||
1.8 | Elect Director Ronald P. Spogli | Mgmt | Yes | For | Against | Against | Against | Yes | No | No |
Voting Policy Rationale: Vote AGAINST Gary Pruitt, Avedick Poladian and Ronald Spogli for a material governance failure. The company maintains a charter which prohibits or restricts shareholders’ ability to amend the company bylaws. A vote FOR the remaining director nominees is warranted. | ||||||||||
1.9 | Elect Director Daniel C. Staton | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: Vote AGAINST Gary Pruitt, Avedick Poladian and Ronald Spogli for a material governance failure. The company maintains a charter which prohibits or restricts shareholders’ ability to amend the company bylaws. A vote FOR the remaining director nominees is warranted. |
* | Shares on loan data is only provided for a select group of custodians. Please contact your ISS Account Manager with any questions. |
Page 2 of 55
Vote Summary Report
Date range covered: 04/01/2017 to 06/30/2017
Location(s): All Locations
Institution Account(s): Griffin Instl Access Fund - Center Square
Public Storage
Proposal Number | Proposal Text | Proponent | Votable Proposal | Mgmt Rec | ISS Rec | Voting Policy Rec | Vote Instruction | Vote Against Mgmt | Vote Against Policy | Vote Against ISS |
2 | Advisory Vote to Ratify Named Executive Officers’ Compensation | Mgmt | Yes | For | For | For | For | No | No | No |
3 | Advisory Vote on Say on Pay Frequency | Mgmt | Yes | One Year | One Year | One Year | One Year | No | No | No |
4 | Ratify Ernst & Young LLP as Auditors | Mgmt | Yes | For | For | For | For | No | No | No |
Ballot Details
Institutional Account Detail (IA Name, IA Number) | Custodian Account Number | Ballot Status | Instructor Name | Date Instructed | Approver Name | Date Approved | Votable Shares | Shares Voted |
Griffin Instl Access Fund - Center Square, 141917.1 | 141917.1 | Confirmed | Auto-Instructed | 03/31/2017 | Auto-Approved | 03/31/2017 | 400 | 400 |
Total Shares: | 400 | 400 |
HCP, Inc.
Meeting Date: 04/27/2017 | Country: USA | Primary Security ID: 40414L109 | Meeting ID: 1124309 | |
Record Date: 03/08/2017 | Meeting Type: Annual | Ticker: HCP | ||
Primary CUSIP: 40414L109 | Primary ISIN: US40414L1098 | Primary SEDOL: 2417578 | Proxy Level: 3 | |
Shares Voted: 2,000 | Votable Shares: 2,000 | Shares Instructed: 2,000 | ||
Total Ballots: 1 | Voting Policy: ISS |
Proposal Number | Proposal Text | Proponent | Votable Proposal | Mgmt Rec | ISS Rec | Voting Policy Rec | Vote Instruction | Vote Against Mgmt | Vote Against Policy | Vote Against ISS |
1a | Elect Director Brian G. Cartwright | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1b | Elect Director Christine N. Garvey | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1c | Elect Director David B. Henry | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1d | Elect Director Thomas M. Herzog | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1e | Elect Director James P. Hoffmann | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1f | Elect Director Michael D. McKee | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. |
* | Shares on loan data is only provided for a select group of custodians. Please contact your ISS Account Manager with any questions. |
Page 3 of 55
Vote Summary Report
Date range covered: 04/01/2017 to 06/30/2017
Location(s): All Locations
Institution Account(s): Griffin Instl Access Fund - Center Square
HCP, Inc.
Proposal Number | Proposal Text | Proponent | Votable Proposal | Mgmt Rec | ISS Rec | Voting Policy Rec | Vote Instruction | Vote Against Mgmt | Vote Against Policy | Vote Against ISS |
1g | Elect Director Peter L. Rhein | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1h | Elect Director Joseph P. Sullivan | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
2 | Ratify Deloitte & Touche LLP as Auditors | Mgmt | Yes | For | For | For | For | No | No | No |
3 | Advisory Vote to Ratify Named Executive Officers’ Compensation | Mgmt | Yes | For | For | For | For | No | No | No |
4 | Advisory Vote on Say on Pay Frequency | Mgmt | Yes | One Year | One Year | One Year | One Year | No | No | No |
Ballot Details
Institutional Account Detail (IA Name, IA Number) | Custodian Account Number | Ballot Status | Instructor Name | Date Instructed | Approver Name | Date Approved | Votable Shares | Shares Voted |
Griffin Instl Access Fund - Center Square, 141917.1 | 141917.1 | Confirmed | Auto-Instructed | 04/07/2017 | Auto-Approved | 04/07/2017 | 2,000 | 2,000 |
Total Shares: | 2,000 | 2,000 |
Regency Centers Corporation
Meeting Date: 04/27/2017 | Country: USA | Primary Security ID: 758849103 | Meeting ID: 1123324 | |
Record Date: 03/10/2017 | Meeting Type: Annual | Ticker: REG | ||
Primary CUSIP: 758849103 | Primary ISIN: US7588491032 | Primary SEDOL: 2726177 | Proxy Level: 3 | |
Shares Voted: 7,620 | Votable Shares: 7,620 | Shares Instructed: 7,620 | ||
Total Ballots: 1 | Voting Policy: ISS |
Proposal Number | Proposal Text | Proponent | Votable Proposal | Mgmt Rec | ISS Rec | Voting Policy Rec | Vote Instruction | Vote Against Mgmt | Vote Against Policy | Vote Against ISS |
1a | Elect Director Martin E. Stein, Jr. | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: An AGAINST vote is warranted for Chaim Katzman for serving on more than five public company boards. | ||||||||||
1b | Elect Director Joseph Azrack | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: An AGAINST vote is warranted for Chaim Katzman for serving on more than five public company boards. | ||||||||||
1c | Elect Director Raymond L. Bank | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: An AGAINST vote is warranted for Chaim Katzman for serving on more than five public company boards. | ||||||||||
1d | Elect Director Bryce Blair | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: An AGAINST vote is warranted for Chaim Katzman for serving on more than five public company boards. |
* | Shares on loan data is only provided for a select group of custodians. Please contact your ISS Account Manager with any questions. |
Page 4 of 55
Vote Summary Report
Date range covered: 04/01/2017 to 06/30/2017
Location(s): All Locations
Institution Account(s): Griffin Instl Access Fund - Center Square
Regency Centers Corporation
Proposal Number | Proposal Text | Proponent | Votable Proposal | Mgmt Rec | ISS Rec | Voting Policy Rec | Vote Instruction | Vote Against Mgmt | Vote Against Policy | Vote Against ISS |
1e | Elect Director C. Ronald Blankenship | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: An AGAINST vote is warranted for Chaim Katzman for serving on more than five public company boards. | ||||||||||
1f | Elect Director Mary Lou Fiala | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: An AGAINST vote is warranted for Chaim Katzman for serving on more than five public company boards. | ||||||||||
1g | Elect Director Chaim Katzman | Mgmt | Yes | For | For | For | For | No | No | No |
1h | Elect Director Peter Linneman | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: An AGAINST vote is warranted for Chaim Katzman for serving on more than five public company boards. | ||||||||||
1i | Elect Director David P. O’Connor | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: An AGAINST vote is warranted for Chaim Katzman for serving on more than five public company boards. | ||||||||||
1j | Elect Director John C. Schweitzer | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: An AGAINST vote is warranted for Chaim Katzman for serving on more than five public company boards. | ||||||||||
1k | Elect Director Thomas G. Wattles | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: An AGAINST vote is warranted for Chaim Katzman for serving on more than five public company boards. | ||||||||||
2 | Advisory Vote on Say on Pay Frequency | Mgmt | Yes | One Year | One Year | One Year | One Year | No | No | No |
3 | Advisory Vote to Ratify Named Executive Officers’ Compensation | Mgmt | Yes | For | For | For | For | No | No | No |
4 | Ratify KPMG LLP as Auditors | Mgmt | Yes | For | For | For | For | No | No | No |
Ballot Details
Institutional Account Detail (IA Name, IA Number) | Custodian Account Number | Ballot Status | Instructor Name | Date Instructed | Approver Name | Date Approved | Votable Shares | Shares Voted |
Griffin Instl Access Fund - Center Square, 141917.1 | 141917.1 | Confirmed | Auto-Instructed | 04/04/2017 | Auto-Approved | 04/04/2017 | 7,620 | 7,620 |
Total Shares: | 7,620 | 7,620 |
Sunstone Hotel Investors, Inc.
Meeting Date: 04/28/2017 | Country: USA | Primary Security ID: 867892101 | Meeting ID: 1127221 |
Record Date: 03/23/2017 | Meeting Type: Annual | Ticker: SHO | |
Primary CUSIP: 867892101 | Primary ISIN: US8678921011 | Primary SEDOL: B034LG1 | Proxy Level: 3 |
* | Shares on loan data is only provided for a select group of custodians. Please contact your ISS Account Manager with any questions. |
Page 5 of 55
Vote Summary Report
Date range covered: 04/01/2017 to 06/30/2017
Location(s): All Locations
Institution Account(s): Griffin Instl Access Fund - Center Square
Sunstone Hotel Investors, Inc.
Shares Voted: 14,350 | Votable Shares: 14,350 | Shares Instructed: 14,350 | |
Total Ballots: 1 | Voting Policy: ISS |
Proposal Number | Proposal Text | Proponent | Votable Proposal | Mgmt Rec | ISS Rec | Voting Policy Rec | Vote Instruction | Vote Against Mgmt | Vote Against Policy | Vote Against ISS |
1.1 | Elect Director John V. Arabia | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1.2 | Elect Director W. Blake Baird | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1.3 | Elect Director Andrew Batinovich | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1.4 | Elect Director Z. Jamie Behar | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1.5 | Elect Director Thomas A. Lewis, Jr. | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1.6 | Elect Director Murray J. McCabe | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1.7 | Elect Director Douglas M. Pasquale | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1.8 | Elect Director Keith P. Russell | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
2 | Ratify Ernst & Young LLP as Auditors | Mgmt | Yes | For | For | For | For | No | No | No |
3 | Advisory Vote to Ratify Named Executive Officers’ Compensation | Mgmt | Yes | For | For | For | For | No | No | No |
4 | Advisory Vote on Say on Pay Frequency | Mgmt | Yes | One Year | One Year | One Year | One Year | No | No | No |
Ballot Details
Institutional Account Detail (IA Name, IA Number) | Custodian Account Number | Ballot Status | Instructor Name | Date Instructed | Approver Name | Date Approved | Votable Shares | Shares Voted |
Griffin Instl Access Fund - Center Square, 141917.1 | 141917.1 | Confirmed | Auto-Instructed | 03/30/2017 | Auto-Approved | 03/30/2017 | 14,350 | 14,350 |
Total Shares: | 14,350 | 14,350 |
* | Shares on loan data is only provided for a select group of custodians. Please contact your ISS Account Manager with any questions. |
Page 6 of 55
Vote Summary Report
Date range covered: 04/01/2017 to 06/30/2017
Location(s): All Locations
Location(s): All Locations
Institution Account(s): Griffin Instl Access Fund - Center Square
Prologis, Inc.
Meeting Date: 05/03/2017 | Country: USA | Primary Security ID: 74340W103 | Meeting ID: 1127355 | |
Record Date: 03/09/2017 | Meeting Type: Annual | Ticker: PLD | ||
Primary CUSIP: 74340W103 | Primary ISIN: US74340W1036 | Primary SEDOL: B44WZD7 | Proxy Level: 3 | |
Shares Voted: 20,480 | Votable Shares: 20,480 | Shares Instructed: 20,480 | ||
Total Ballots: 1 | Voting Policy: ISS |
Proposal Number | Proposal Text | Proponent | Votable Proposal | Mgmt Rec | ISS Rec | Voting Policy Rec | Vote Instruction | Vote Against Mgmt | Vote Against Policy | Vote Against ISS |
1a | Elect Director Hamid R. Moghadam | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR all director nominees is warranted. | ||||||||||
1b | Elect Director George L. Fotiades | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR all director nominees is warranted. | ||||||||||
1c | Elect Director Lydia H. Kennard | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR all director nominees is warranted. | ||||||||||
1d | Elect Director J. Michael Losh | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR all director nominees is warranted. | ||||||||||
1e | Elect Director Irving F. Lyons, III | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR all director nominees is warranted. | ||||||||||
1f | Elect Director David P. O’Connor | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR all director nominees is warranted. | ||||||||||
1g | Elect Director Olivier Piani | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR all director nominees is warranted. | ||||||||||
1h | Elect Director Jeffrey L. Skelton | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR all director nominees is warranted. | ||||||||||
1i | Elect Director Carl B. Webb | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR all director nominees is warranted. | ||||||||||
1j | Elect Director William D. Zollars | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR all director nominees is warranted. | ||||||||||
2 | Advisory Vote to Ratify Named Executive Officers’ Compensation | Mgmt | Yes | For | For | For | For | No | No | No |
3 | Advisory Vote on Say on Pay Frequency | Mgmt | Yes | One Year | One Year | One Year | One Year | No | No | No |
4 | Ratify KPMG LLP as Auditors | Mgmt | Yes | For | For | For | For | No | No | No |
* | Shares on loan data is only provided for a select group of custodians. Please contact your ISS Account Manager with any questions. |
Page 7 of 55
Vote Summary Report
Date range covered: 04/01/2017 to 06/30/2017
Location(s): All Locations
Institution Account(s): Griffin Instl Access Fund - Center Square
Prologis, Inc.
Ballot Details
Institutional Account Detail (IA Name, IA Number) | Custodian Account Number | Ballot Status | Instructor Name | Date Instructed | Approver Name | Date Approved | Votable Shares | Shares Voted |
Griffin Instl Access Fund - Center Square, 141917.1 | 141917.1 | Confirmed | Auto-Instructed | 04/15/2017 | Auto-Approved | 04/15/2017 | 20,480 | 20,480 |
Total Shares: | 20,480 | 20,480 |
American Homes 4 Rent
Meeting Date: 05/04/2017 | Country: USA | Primary Security ID: 02665T306 | Meeting ID: 1128026 | |
Record Date: 03/07/2017 | Meeting Type: Annual | Ticker: AMH | ||
Primary CUSIP: 02665T306 | Primary ISIN: US02665T3068 | Primary SEDOL: BCF5RR9 | Proxy Level: 3 | |
Shares Voted: 1,030 | Votable Shares: 1,030 | Shares Instructed: 1,030 | ||
Total Ballots: 1 | Voting Policy: ISS |
Proposal Number | Proposal Text | Proponent | Votable Proposal | Mgmt Rec | ISS Rec | Voting Policy Rec | Vote Instruction | Vote Against Mgmt | Vote Against Policy | Vote Against ISS |
1.1 | Elect Director B. Wayne Hughes | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1.2 | Elect Director David P. Singelyn | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1.3 | Elect Director John ‘Jack’ Corrigan | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1.4 | Elect Director Dann V. Angeloff | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1.5 | Elect Director Douglas N. Benham | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1.6 | Elect Director Tamara Hughes Gustavson | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1.7 | Elect Director Matthew J. Hart | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1.8 | Elect Director James H. Kropp | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1.9 | Elect Director Kenneth M. Woolley | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. |
* | Shares on loan data is only provided for a select group of custodians. Please contact your ISS Account Manager with any questions. |
Page 8 of 55
Vote Summary Report
Date range covered: 04/01/2017 to 06/30/2017
Location(s): All Locations
Institution Account(s): Griffin Instl Access Fund - Center Square
American Homes 4 Rent
Proposal Number | Proposal Text | Proponent | Votable Proposal | Mgmt Rec | ISS Rec | Voting Policy Rec | Vote Instruction | Vote Against Mgmt | Vote Against Policy | Vote Against ISS |
2 | Ratify Ernst & Young, LLP as Auditors | Mgmt | Yes | For | For | For | For | No | No | No |
3 | Advisory Vote to Ratify Named Executive Officers’ Compensation | Mgmt | Yes | For | For | For | For | No | No | No |
Ballot Details
Institutional Account Detail (IA Name, IA Number) | Custodian Account Number | Ballot Status | Instructor Name | Date Instructed | Approver Name | Date Approved | Votable Shares | Shares Voted |
Griffin Instl Access Fund - Center Square, 141917.1 | 141917.1 | Confirmed | Auto-Instructed | 04/06/2017 | Auto-Approved | 04/06/2017 | 1,030 | 1,030 |
Total Shares: | 1,030 | 1,030 |
Alexandria Real Estate Equities, Inc.
Meeting Date: 05/09/2017 | Country: USA | Primary Security ID: 015271109 | Meeting ID: 1134714 | |
Record Date: 03/31/2017 | Meeting Type: Annual | Ticker: ARE | ||
Primary CUSIP: 015271109 | Primary ISIN: US0152711091 | Primary SEDOL: 2009210 | Proxy Level: 3 | |
Shares Voted: 8,390 | Votable Shares: 8,390 | Shares Instructed: 8,390 | ||
Total Ballots: 1 | Voting Policy: ISS |
Proposal Number | Proposal Text | Proponent | Votable Proposal | Mgmt Rec | ISS Rec | Voting Policy Rec | Vote Instruction | Vote Against Mgmt | Vote Against Policy | Vote Against ISS |
1.1 | Elect Director Joel S. Marcus | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: * WITHHOLD votes from Steven Hash, John Atkins III, James Cain, Maria Freire and Richard Klein for a material governance failure. The company maintains a charter which prohibits or restricts shareholders’ ability to amend the company bylaws.* A vote FOR the remaining director nominees is warranted. | ||||||||||
1.2 | Elect Director Steven R. Hash | Mgmt | Yes | For | Withhold | Withhold | For | No | Yes | Yes |
Voter Rationale: 1- CenterSquare disagrees with the ISS policy to vote against directors where the company maintains a charter prohibiting or restricting shareholders’ ability to amend the company bylaws. Many REITs have charters that are amendable only by board rather than through a direct vote of shareholders. Shareholders should not be given blank check allowance to recommend changes to the corporation bylaws without first meeting some threshold of ownership and material interest in the corporation similar to proxy access rules (which are coalescing around a 3% threshold). The position held by ISS is well-intentioned, but not practical and carries with it some potentially damaging unintended consequences. Unfettered access by small, short-term and self-serving parties could lead to “nuisance” provisions being put forth on proxies or provisions that are and should remain the domain of boards and management teams. For example, in recent years labor unions who were holders of as little as $2,000 of stock (the S.E.C. minimum) for short-periods of time have put forth provisions that would require the REIT to exclusively use union labor and submit themselves to other practices that primarily serve the interests of the party proposing the amendment. Such proposals can be a costly distraction to management teams and boards. | ||||||||||
Voting Policy Rationale: * WITHHOLD votes from Steven Hash, John Atkins III, James Cain, Maria Freire and Richard Klein for a material governance failure. The company maintains a charter which prohibits or restricts shareholders’ ability to amend the company bylaws.* A vote FOR the remaining director nominees is warranted. |
* | Shares on loan data is only provided for a select group of custodians. Please contact your ISS Account Manager with any questions. |
Page 9 of 55
Vote Summary Report
Date range covered: 04/01/2017 to 06/30/2017
Location(s): All Locations
Institution Account(s): Griffin Instl Access Fund - Center Square
Alexandria Real Estate Equities, Inc.
Proposal Number | Proposal Text | Proponent | Votable Proposal | Mgmt Rec | ISS Rec | Voting Policy Rec | Vote Instruction | Vote Against Mgmt | Vote Against Policy | Vote Against ISS |
1.3 | Elect Director John L. Atkins, III | Mgmt | Yes | For | Withhold | Withhold | For | No | Yes | Yes |
Voter Rationale: 1- CenterSquare disagrees with the ISS policy to vote against directors where the company maintains a charter prohibiting or restricting shareholders’ ability to amend the company bylaws. Many REITs have charters that are amendable only by board rather than through a direct vote of shareholders. Shareholders should not be given blank check allowance to recommend changes to the corporation bylaws without first meeting some threshold of ownership and material interest in the corporation similar to proxy access rules (which are coalescing around a 3% threshold). The position held by ISS is well-intentioned, but not practical and carries with it some potentially damaging unintended consequences. Unfettered access by small, short-term and self-serving parties could lead to “nuisance” provisions being put forth on proxies or provisions that are and should remain the domain of boards and management teams. For example, in recent years labor unions who were holders of as little as $2,000 of stock (the S.E.C. minimum) for short-periods of time have put forth provisions that would require the REIT to exclusively use union labor and submit themselves to other practices that primarily serve the interests of the party proposing the amendment. Such proposals can be a costly distraction to management teams and boards. | ||||||||||
Voting Policy Rationale: * WITHHOLD votes from Steven Hash, John Atkins III, James Cain, Maria Freire and Richard Klein for a material governance failure. The company maintains a charter which prohibits or restricts shareholders’ ability to amend the company bylaws.* A vote FOR the remaining director nominees is warranted. | ||||||||||
1.4 | Elect Director James P. Cain | Mgmt | Yes | For | Withhold | Withhold | For | No | Yes | Yes |
Voter Rationale: 1- CenterSquare disagrees with the ISS policy to vote against directors where the company maintains a charter prohibiting or restricting shareholders’ ability to amend the company bylaws. Many REITs have charters that are amendable only by board rather than through a direct vote of shareholders. Shareholders should not be given blank check allowance to recommend changes to the corporation bylaws without first meeting some threshold of ownership and material interest in the corporation similar to proxy access rules (which are coalescing around a 3% threshold). The position held by ISS is well-intentioned, but not practical and carries with it some potentially damaging unintended consequences. Unfettered access by small, short-term and self-serving parties could lead to “nuisance” provisions being put forth on proxies or provisions that are and should remain the domain of boards and management teams. For example, in recent years labor unions who were holders of as little as $2,000 of stock (the S.E.C. minimum) for short-periods of time have put forth provisions that would require the REIT to exclusively use union labor and submit themselves to other practices that primarily serve the interests of the party proposing the amendment. Such proposals can be a costly distraction to management teams and boards. | ||||||||||
Voting Policy Rationale: * WITHHOLD votes from Steven Hash, John Atkins III, James Cain, Maria Freire and Richard Klein for a material governance failure. The company maintains a charter which prohibits or restricts shareholders’ ability to amend the company bylaws.* A vote FOR the remaining director nominees is warranted. | ||||||||||
1.5 | Elect Director Maria C. Freire | Mgmt | Yes | For | Withhold | Withhold | For | No | Yes | Yes |
Voter Rationale: 1- CenterSquare disagrees with the ISS policy to vote against directors where the company maintains a charter prohibiting or restricting shareholders’ ability to amend the company bylaws. Many REITs have charters that are amendable only by board rather than through a direct vote of shareholders. Shareholders should not be given blank check allowance to recommend changes to the corporation bylaws without first meeting some threshold of ownership and material interest in the corporation similar to proxy access rules (which are coalescing around a 3% threshold). The position held by ISS is well-intentioned, but not practical and carries with it some potentially damaging unintended consequences. Unfettered access by small, short-term and self-serving parties could lead to “nuisance” provisions being put forth on proxies or provisions that are and should remain the domain of boards and management teams. For example, in recent years labor unions who were holders of as little as $2,000 of stock (the S.E.C. minimum) for short-periods of time have put forth provisions that would require the REIT to exclusively use union labor and submit themselves to other practices that primarily serve the interests of the party proposing the amendment. Such proposals can be a costly distraction to management teams and boards. | ||||||||||
Voting Policy Rationale: * WITHHOLD votes from Steven Hash, John Atkins III, James Cain, Maria Freire and Richard Klein for a material governance failure. The company maintains a charter which prohibits or restricts shareholders’ ability to amend the company bylaws.* A vote FOR the remaining director nominees is warranted. |
* | Shares on loan data is only provided for a select group of custodians. Please contact your ISS Account Manager with any questions. |
Page 10 of 55
Vote Summary Report
Date range covered: 04/01/2017 to 06/30/2017
Location(s): All Locations
Institution Account(s): Griffin Instl Access Fund - Center Square
Alexandria Real Estate Equities, Inc.
Proposal Number | Proposal Text | Proponent | Votable Proposal | Mgmt Rec | ISS Rec | Voting Policy Rec | Vote Instruction | Vote Against Mgmt | Vote Against Policy | Vote Against ISS |
1.6 | Elect Director Richard H. Klein | Mgmt | Yes | For | Withhold | Withhold | For | No | Yes | Yes |
Voter Rationale: 1- CenterSquare disagrees with the ISS policy to vote against directors where the company maintains a charter prohibiting or restricting shareholders’ ability to amend the company bylaws. Many REITs have charters that are amendable only by board rather than through a direct vote of shareholders. Shareholders should not be given blank check allowance to recommend changes to the corporation bylaws without first meeting some threshold of ownership and material interest in the corporation similar to proxy access rules (which are coalescing around a 3% threshold). The position held by ISS is well-intentioned, but not practical and carries with it some potentially damaging unintended consequences. Unfettered access by small, short-term and self-serving parties could lead to “nuisance” provisions being put forth on proxies or provisions that are and should remain the domain of boards and management teams. For example, in recent years labor unions who were holders of as little as $2,000 of stock (the S.E.C. minimum) for short-periods of time have put forth provisions that would require the REIT to exclusively use union labor and submit themselves to other practices that primarily serve the interests of the party proposing the amendment. Such proposals can be a costly distraction to management teams and boards. | ||||||||||
Voting Policy Rationale: * WITHHOLD votes from Steven Hash, John Atkins III, James Cain, Maria Freire and Richard Klein for a material governance failure. The company maintains a charter which prohibits or restricts shareholders’ ability to amend the company bylaws.* A vote FOR the remaining director nominees is warranted. | ||||||||||
1.7 | Elect Director James H. Richardson | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: * WITHHOLD votes from Steven Hash, John Atkins III, James Cain, Maria Freire and Richard Klein for a material governance failure. The company maintains a charter which prohibits or restricts shareholders’ ability to amend the company bylaws.* A vote FOR the remaining director nominees is warranted. | ||||||||||
2 | Advisory Vote to Ratify Named Executive Officers’ Compensation | Mgmt | Yes | For | For | For | For | No | No | No |
3 | Advisory Vote on Say on Pay Frequency | Mgmt | Yes | One Year | One Year | One Year | One Year | No | No | No |
4 | Increase Authorized Common Stock | Mgmt | Yes | For | For | For | For | No | No | No |
5 | Ratify Ernst & Young LLP as Auditors | Mgmt | Yes | For | For | For | For | No | No | No |
Ballot Details
Institutional Account Detail (IA Name, IA Number) | Custodian Account Number | Ballot Status | Instructor Name | Date Instructed | Approver Name | Date Approved | Votable Shares | Shares Voted |
Griffin Instl Access Fund - Center Square, 141917.1 | 141917.1 | Confirmed | lconklin | 05/02/2017 | lconklin | 05/02/2017 | 8,390 | 8,390 |
Total Shares: | 8,390 | 8,390 |
Education Realty Trust, Inc.
Meeting Date: 05/10/2017 | Country: USA | Primary Security ID: 28140H203 | Meeting ID: 1130076 | |
Record Date: 03/10/2017 | Meeting Type: Annual | Ticker: EDR | ||
Primary CUSIP: 28140H203 | Primary ISIN: US28140H2031 | Primary SEDOL: BSR6J09 | Proxy Level: 3 | |
Shares Voted: 11,050 | Votable Shares: 11,050 | Shares Instructed: 11,050 | ||
Total Ballots: 1 | Voting Policy: ISS |
Proposal Number | Proposal Text | Proponent | Votable Proposal | Mgmt Rec | ISS Rec | Voting Policy Rec | Vote Instruction | Vote Against Mgmt | Vote Against Policy | Vote Against ISS |
1.1 | Elect Director John V. Arabia | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR all director nominees is warranted. |
* | Shares on loan data is only provided for a select group of custodians. Please contact your ISS Account Manager with any questions. |
Page 11 of 55
Vote Summary Report
Date range covered: 04/01/2017 to 06/30/2017
Location(s): All Locations
Institution Account(s): Griffin Instl Access Fund - Center Square
Education Realty Trust, Inc.
Proposal Number | Proposal Text | Proponent | Votable Proposal | Mgmt Rec | ISS Rec | Voting Policy Rec | Vote Instruction | Vote Against Mgmt | Vote Against Policy | Vote Against ISS |
1.2 | Elect Director William J. Cahill, III | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR all director nominees is warranted. | ||||||||||
1.3 | Elect Director Randall L. Churchey | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR all director nominees is warranted. | ||||||||||
1.4 | Elect Director Kimberly K. Schaefer | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR all director nominees is warranted. | ||||||||||
1.5 | Elect Director Howard A. Silver | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR all director nominees is warranted. | ||||||||||
1.6 | Elect Director John T. Thomas | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR all director nominees is warranted. | ||||||||||
1.7 | Elect Director Thomas Trubiana | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR all director nominees is warranted. | ||||||||||
1.8 | Elect Director Wendell W. Weakley | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR all director nominees is warranted. | ||||||||||
2 | Ratify Deloitte & Touche LLP as Auditors | Mgmt | Yes | For | For | For | For | No | No | No |
3 | Advisory Vote to Ratify Named Executive Officers’ Compensation | Mgmt | Yes | For | For | For | For | No | No | No |
4 | Approve Omnibus Stock Plan | Mgmt | Yes | For | For | For | For | No | No | No |
5 | Advisory Vote on Say on Pay Frequency | Mgmt | Yes | One Year | One Year | One Year | One Year | No | No | No |
Ballot Details
Institutional Account Detail (IA Name, IA Number) | Custodian Account Number | Ballot Status | Instructor Name | Date Instructed | Approver Name | Date Approved | Votable Shares | Shares Voted |
Griffin Instl Access Fund - Center Square, 141917.1 | 141917.1 | Confirmed | Auto-Instructed | 04/14/2017 | Auto-Approved | 04/14/2017 | 11,050 | 11,050 |
Total Shares: | 11,050 | 11,050 |
Highwoods Properties, Inc.
Meeting Date: 05/10/2017 | Country: USA | Primary Security ID: 431284108 | Meeting ID: 1132246 |
Record Date: 03/01/2017 | Meeting Type: Annual | Ticker: HIW | |
Primary CUSIP: 431284108 | Primary ISIN: US4312841087 | Primary SEDOL: 2420640 | Proxy Level: 3 |
* | Shares on loan data is only provided for a select group of custodians. Please contact your ISS Account Manager with any questions. |
Page 12 of 55
Vote Summary Report
Date range covered: 04/01/2017 to 06/30/2017
Location(s): All Locations
Institution Account(s): Griffin Instl Access Fund - Center Square
Highwoods Properties, Inc.
Total Ballots: 1 | Shares Voted: 4,340 | Votable Shares: 4,340 | Shares Instructed: 4,340 |
Voting Policy: ISS |
Proposal Number | Proposal Text | Proponent | Votable Proposal | Mgmt Rec | ISS Rec | Voting Policy Rec | Vote Instruction | Vote Against Mgmt | Vote Against Policy | Vote Against ISS |
1.1 | Elect Director Charles A. Anderson | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1.2 | Elect Director Gene H. Anderson | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1.3 | Elect Director Carlos E. Evans | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1.4 | Elect Director Edward J. Fritsch | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1.5 | Elect Director David J. Hartzell | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1.6 | Elect Director Sherry A. Kellett | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1.7 | Elect Director O. Temple Sloan, Jr. | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
2 | Ratify Deloitte & Touche LLP as Auditors | Mgmt | Yes | For | For | For | For | No | No | No |
3 | Advisory Vote to Ratify Named Executive Officers’ Compensation | Mgmt | Yes | For | For | For | For | No | No | No |
4 | Advisory Vote on Say on Pay Frequency | Mgmt | Yes | One Year | One Year | One Year | One Year | No | No | No |
Ballot Details
Institutional Account Detail (IA Name, IA Number) | Custodian Account Number | Ballot Status | Instructor Name | Date Instructed | Approver Name | Date Approved | Votable Shares | Shares Voted |
Griffin Instl Access Fund - Center Square, 141917.1 | 141917.1 | Confirmed | Auto-Instructed | 04/10/2017 | Auto-Approved | 04/11/2017 | 4,340 | 4,340 |
Total Shares: | 4,340 | 4,340 |
Simon Property Group, Inc.
Meeting Date: 05/10/2017 | Country: USA | Primary Security ID: 828806109 | Meeting ID: 1132107 |
Record Date: 03/15/2017 | Meeting Type: Annual | Ticker: SPG | |
Primary CUSIP: 828806109 | Primary ISIN: US8288061091 | Primary SEDOL: 2812452 | Proxy Level: 3 |
* | Shares on loan data is only provided for a select group of custodians. Please contact your ISS Account Manager with any questions. |
Page 13 of 55
Vote Summary Report
Date range covered: 04/01/2017 to 06/30/2017
Location(s): All Locations
Institution Account(s): Griffin Instl Access Fund - Center Square
Simon Property Group, Inc.
Shares Voted: 330 | Votable Shares: 330 | Shares Instructed: 330 | |
Total Ballots: 1 | Voting Policy: ISS |
Proposal Number | Proposal Text | Proponent | Votable Proposal | Mgmt Rec | ISS Rec | Voting Policy Rec | Vote Instruction | Vote Against Mgmt | Vote Against Policy | Vote Against ISS |
1a | Elect Director Glyn F. Aeppel | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1b | Elect Director Larry C. Glasscock | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1c | Elect Director Karen N. Horn | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1d | Elect Director Allan Hubbard | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1e | Elect Director Reuben S. Leibowitz | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1f | Elect Director Gary M. Rodkin | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1g | Elect Director Daniel C. Smith | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1h | Elect Director J. Albert Smith, Jr. | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
2 | Advisory Vote on Say on Pay Frequency | Mgmt | Yes | One Year | One Year | One Year | One Year | No | No | No |
3 | Advisory Vote to Ratify Named Executive Officers’ Compensation | Mgmt | Yes | For | For | For | For | No | No | No |
4 | Ratify Ernst & Young LLP as Auditors | Mgmt | Yes | For | For | For | For | No | No | No |
Ballot Details
Institutional Account Detail (IA Name, IA Number) | Custodian Account Number | Ballot Status | Instructor Name | Date Instructed | Approver Name | Date Approved | Votable Shares | Shares Voted |
Griffin Instl Access Fund - Center Square, 141917.1 | 141917.1 | Confirmed | Auto-Instructed | 04/25/2017 | Auto-Approved | 04/25/2017 | 330 | 330 |
Total Shares: | 330 | 330 |
* | Shares on loan data is only provided for a select group of custodians. Please contact your ISS Account Manager with any questions. |
Page 14 of 55
Vote Summary Report
Date range covered: 04/01/2017 to 06/30/2017
Location(s): All Locations
Institution Account(s): Griffin Instl Access Fund - Center Square
Date range covered: 04/01/2017 to 06/30/2017
Location(s): All Locations
Institution Account(s): Griffin Instl Access Fund - Center Square
First Industrial Realty Trust, Inc.
Meeting Date: 05/11/2017 | Country: USA | Primary Security ID: 32054K103 | Meeting ID: 1136513 | |
Record Date: 03/20/2017 | Meeting Type: Annual | Ticker: FR | ||
Primary CUSIP: 32054K103 | Primary ISIN: US32054K1034 | Primary SEDOL: 2360757 | Proxy Level: 3 | |
Shares Voted: 3,090 | Votable Shares: 3,090 | Shares Instructed: 3,090 | ||
Total Ballots: 1 | Voting Policy: ISS |
Proposal Number | Proposal Text | Proponent | Votable Proposal | Mgmt Rec | ISS Rec | Voting Policy Rec | Vote Instruction | Vote Against Mgmt | Vote Against Policy | Vote Against ISS |
1.1 | Elect Director Peter E. Baccile | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1.2 | Elect Director Matthew S. Dominski | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1.3 | Elect Director Bruce W. Duncan | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1.4 | Elect Director H. Patrick Hackett, Jr. | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1.5 | Elect Director John Rau | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1.6 | Elect Director L. Peter Sharpe | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1.7 | Elect Director W. Ed Tyler | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
2 | Advisory Vote to Ratify Named Executive Officers’ Compensation | Mgmt | Yes | For | For | For | For | No | No | No |
3 | Advisory Vote on Say on Pay Frequency | Mgmt | Yes | One Year | One Year | One Year | One Year | No | No | No |
4 | Increase Authorized Common Stock | Mgmt | Yes | For | For | For | For | No | No | No |
5 | Ratify PricewaterhouseCoopers LLP as Auditors | Mgmt | Yes | For | For | For | For | No | No | No |
Ballot Details
Institutional Account Detail (IA Name, IA Number) | Custodian Account Number | Ballot Status | Instructor Name | Date Instructed | Approver Name | Date Approved | Votable Shares | Shares Voted |
Griffin Instl Access Fund - Center Square, 141917.1 | 141917.1 | Confirmed | Auto-Instructed | 04/18/2017 | Auto-Approved | 04/18/2017 | 3,090 | 3,090 |
Total Shares: | 3,090 | 3,090 |
* | Shares on loan data is only provided for a select group of custodians. Please contact your ISS Account Manager with any questions. |
Page 15 of 55
Vote Summary Report
Date range covered: 04/01/2017 to 06/30/2017
Location(s): All Locations
Institution Account(s): Griffin Instl Access Fund - Center Square
Location(s): All Locations
Institution Account(s): Griffin Instl Access Fund - Center Square
Host Hotels & Resorts, Inc.
Meeting Date: 05/11/2017 | Country: USA | Primary Security ID: 44107P104 | Meeting ID: 1133763 | |
Record Date: 03/16/2017 | Meeting Type: Annual | Ticker: HST | ||
Primary CUSIP: 44107P104 | Primary ISIN: US44107P1049 | Primary SEDOL: 2567503 | Proxy Level: 3 | |
Shares Voted: 12,550 | Votable Shares: 12,550 | Shares Instructed: 12,550 | ||
Total Ballots: 1 | Voting Policy: ISS |
Proposal Number | Proposal Text | Proponent | Votable Proposal | Mgmt Rec | ISS Rec | Voting Policy Rec | Vote Instruction | Vote Against Mgmt | Vote Against Policy | Vote Against ISS |
1.1 | Elect Director Mary L. Baglivo | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1.2 | Elect Director Sheila C. Bair | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1.3 | Elect Director Sandeep L. Mathrani | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1.4 | Elect Director Ann McLaughlin Korologos | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1.5 | Elect Director Richard E. Marriott | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1.6 | Elect Director John B. Morse, Jr. | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1.7 | Elect Director Walter C. Rakowich | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1.8 | Elect Director James F. Risoleo | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1.9 | Elect Director Gordon H. Smith | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
2 | Ratify KPMG LLP as Auditors | Mgmt | Yes | For | For | For | For | No | No | No |
3 | Advisory Vote to Ratify Named Executive Officers’ Compensation | Mgmt | Yes | For | For | For | For | No | No | No |
4 | Advisory Vote on Say on Pay Frequency | Mgmt | Yes | One Year | One Year | One Year | One Year | No | No | No |
Ballot Details
Institutional Account Detail (IA Name, IA Number) | Custodian Account Number | Ballot Status | Instructor Name | Date Instructed | Approver Name | Date Approved | Votable Shares | Shares Voted |
Griffin Instl Access Fund - Center Square, 141917.1 | 141917.1 | Confirmed | Auto-Instructed | 04/21/2017 | Auto-Approved | 04/21/2017 | 12,550 | 12,550 |
Total Shares: | 12,550 | 12,550 |
* | Shares on loan data is only provided for a select group of custodians. Please contact your ISS Account Manager with any questions. |
Page 16 of 55
Vote Summary Report
Date range covered: 04/01/2017 to 06/30/2017
Location(s): All Locations
Institution Account(s): Griffin Instl Access Fund - Center Square
Date range covered: 04/01/2017 to 06/30/2017
Location(s): All Locations
Institution Account(s): Griffin Instl Access Fund - Center Square
UDR, Inc.
Meeting Date: 05/11/2017 | Country: USA | Primary Security ID: 902653104 | Meeting ID: 1129838 | |
Record Date: 03/20/2017 | Meeting Type: Annual | Ticker: UDR | ||
Primary CUSIP: 902653104 | Primary ISIN: US9026531049 | Primary SEDOL: 2727910 | Proxy Level: 3 | |
Shares Voted: 5,990 | Votable Shares: 5,990 | Shares Instructed: 5,990 | ||
Total Ballots: 1 | Voting Policy: ISS |
Proposal Number | Proposal Text | Proponent | Votable Proposal | Mgmt Rec | ISS Rec | Voting Policy Rec | Vote Instruction | Vote Against Mgmt | Vote Against Policy | Vote Against ISS |
1a | Elect Director Katherine A. Cattanach | Mgmt | Yes | For | Against | Against | For | No | Yes | Yes |
Voter Rationale: 1- CenterSquare disagrees with the ISS policy to vote against directors where the company maintains a charter prohibiting or restricting shareholders’ ability to amend the company bylaws. Many REITs have charters that are amendable only by board rather than through a direct vote of shareholders. Shareholders should not be given blank check allowance to recommend changes to the corporation bylaws without first meeting some threshold of ownership and material interest in the corporation similar to proxy access rules (which are coalescing around a 3% threshold). The position held by ISS is well-intentioned, but not practical and carries with it some potentially damaging unintended consequences. Unfettered access by small, short-term and self-serving parties could lead to “nuisance” provisions being put forth on proxies or provisions that are and should remain the domain of boards and management teams. For example, in recent years labor unions who were holders of as little as $2,000 of stock (the S.E.C. minimum) for short-periods of time have put forth provisions that would require the REIT to exclusively use union labor and submit themselves to other practices that primarily serve the interests of the party proposing the amendment. Such proposals can be a costly distraction to management teams and boards. | ||||||||||
Voting Policy Rationale: A vote AGAINST Governance Committee members James Klingbeil, Katherine Cattanach, Robert Freeman, Jon Grove, Mary King, Clint McDonnough, Robert McNamara, Mark Patterson, and Lynne Sagalyn are warranted for a material governance failure. There are undue restrictions on shareholders’ ability to amend the bylaws. A vote FOR the remaining director nominee is warranted. | ||||||||||
1b | Elect Director Robert P. Freeman | Mgmt | Yes | For | Against | Against | For | No | Yes | Yes |
Voter Rationale: 1- CenterSquare disagrees with the ISS policy to vote against directors where the company maintains a charter prohibiting or restricting shareholders’ ability to amend the company bylaws. Many REITs have charters that are amendable only by board rather than through a direct vote of shareholders. Shareholders should not be given blank check allowance to recommend changes to the corporation bylaws without first meeting some threshold of ownership and material interest in the corporation similar to proxy access rules (which are coalescing around a 3% threshold). The position held by ISS is well-intentioned, but not practical and carries with it some potentially damaging unintended consequences. Unfettered access by small, short-term and self-serving parties could lead to “nuisance” provisions being put forth on proxies or provisions that are and should remain the domain of boards and management teams. For example, in recent years labor unions who were holders of as little as $2,000 of stock (the S.E.C. minimum) for short-periods of time have put forth provisions that would require the REIT to exclusively use union labor and submit themselves to other practices that primarily serve the interests of the party proposing the amendment. Such proposals can be a costly distraction to management teams and boards. | ||||||||||
Voting Policy Rationale: A vote AGAINST Governance Committee members James Klingbeil, Katherine Cattanach, Robert Freeman, Jon Grove, Mary King, Clint McDonnough, Robert McNamara, Mark Patterson, and Lynne Sagalyn are warranted for a material governance failure. There are undue restrictions on shareholders’ ability to amend the bylaws. A vote FOR the remaining director nominee is warranted. |
* | Shares on loan data is only provided for a select group of custodians. Please contact your ISS Account Manager with any questions. |
Page 17 of 55
Vote Summary Report
Date range covered: 04/01/2017 to 06/30/2017
Location(s): All Locations
Institution Account(s): Griffin Instl Access Fund - Center Square
UDR, Inc.
Proposal Number | Proposal Text | Proponent | Votable Proposal | Mgmt Rec | ISS Rec | Voting Policy Rec | Vote Instruction | Vote Against Mgmt | Vote Against Policy | Vote Against ISS |
1c | Elect Director Jon A. Grove | Mgmt | Yes | For | Against | Against | For | No | Yes | Yes |
Voter Rationale: 1- CenterSquare disagrees with the ISS policy to vote against directors where the company maintains a charter prohibiting or restricting shareholders’ ability to amend the company bylaws. Many REITs have charters that are amendable only by board rather than through a direct vote of shareholders. Shareholders should not be given blank check allowance to recommend changes to the corporation bylaws without first meeting some threshold of ownership and material interest in the corporation similar to proxy access rules (which are coalescing around a 3% threshold). The position held by ISS is well-intentioned, but not practical and carries with it some potentially damaging unintended consequences. Unfettered access by small, short-term and self-serving parties could lead to “nuisance” provisions being put forth on proxies or provisions that are and should remain the domain of boards and management teams. For example, in recent years labor unions who were holders of as little as $2,000 of stock (the S.E.C. minimum) for short-periods of time have put forth provisions that would require the REIT to exclusively use union labor and submit themselves to other practices that primarily serve the interests of the party proposing the amendment. Such proposals can be a costly distraction to management teams and boards. | ||||||||||
Voting Policy Rationale: A vote AGAINST Governance Committee members James Klingbeil, Katherine Cattanach, Robert Freeman, Jon Grove, Mary King, Clint McDonnough, Robert McNamara, Mark Patterson, and Lynne Sagalyn are warranted for a material governance failure. There are undue restrictions on shareholders’ ability to amend the bylaws. A vote FOR the remaining director nominee is warranted. | ||||||||||
1d | Elect Director Mary Ann King | Mgmt | Yes | For | Against | Against | For | No | Yes | Yes |
Voter Rationale: 1- CenterSquare disagrees with the ISS policy to vote against directors where the company maintains a charter prohibiting or restricting shareholders’ ability to amend the company bylaws. Many REITs have charters that are amendable only by board rather than through a direct vote of shareholders. Shareholders should not be given blank check allowance to recommend changes to the corporation bylaws without first meeting some threshold of ownership and material interest in the corporation similar to proxy access rules (which are coalescing around a 3% threshold). The position held by ISS is well-intentioned, but not practical and carries with it some potentially damaging unintended consequences. Unfettered access by small, short-term and self-serving parties could lead to “nuisance” provisions being put forth on proxies or provisions that are and should remain the domain of boards and management teams. For example, in recent years labor unions who were holders of as little as $2,000 of stock (the S.E.C. minimum) for short-periods of time have put forth provisions that would require the REIT to exclusively use union labor and submit themselves to other practices that primarily serve the interests of the party proposing the amendment. Such proposals can be a costly distraction to management teams and boards. | ||||||||||
Voting Policy Rationale: A vote AGAINST Governance Committee members James Klingbeil, Katherine Cattanach, Robert Freeman, Jon Grove, Mary King, Clint McDonnough, Robert McNamara, Mark Patterson, and Lynne Sagalyn are warranted for a material governance failure. There are undue restrictions on shareholders’ ability to amend the bylaws. A vote FOR the remaining director nominee is warranted. | ||||||||||
1e | Elect Director James D. Klingbeil | Mgmt | Yes | For | Against | Against | For | No | Yes | Yes |
Voter Rationale: 1- CenterSquare disagrees with the ISS policy to vote against directors where the company maintains a charter prohibiting or restricting shareholders’ ability to amend the company bylaws. Many REITs have charters that are amendable only by board rather than through a direct vote of shareholders. Shareholders should not be given blank check allowance to recommend changes to the corporation bylaws without first meeting some threshold of ownership and material interest in the corporation similar to proxy access rules (which are coalescing around a 3% threshold). The position held by ISS is well-intentioned, but not practical and carries with it some potentially damaging unintended consequences. Unfettered access by small, short-term and self-serving parties could lead to “nuisance” provisions being put forth on proxies or provisions that are and should remain the domain of boards and management teams. For example, in recent years labor unions who were holders of as little as $2,000 of stock (the S.E.C. minimum) for short-periods of time have put forth provisions that would require the REIT to exclusively use union labor and submit themselves to other practices that primarily serve the interests of the party proposing the amendment. Such proposals can be a costly distraction to management teams and boards. | ||||||||||
Voting Policy Rationale: A vote AGAINST Governance Committee members James Klingbeil, Katherine Cattanach, Robert Freeman, Jon Grove, Mary King, Clint McDonnough, Robert McNamara, Mark Patterson, and Lynne Sagalyn are warranted for a material governance failure. There are undue restrictions on shareholders’ ability to amend the bylaws. A vote FOR the remaining director nominee is warranted. |
* | Shares on loan data is only provided for a select group of custodians. Please contact your ISS Account Manager with any questions. |
Page 18 of 55
Vote Summary Report
Date range covered: 04/01/2017 to 06/30/2017
Location(s): All Locations
Institution Account(s): Griffin Instl Access Fund - Center Square
UDR, Inc.
Proposal Number | Proposal Text | Proponent | Votable Proposal | Mgmt Rec | ISS Rec | Voting Policy Rec | Vote Instruction | Vote Against Mgmt | Vote Against Policy | Vote Against ISS |
1f | Elect Director Clint D. McDonnough | Mgmt | Yes | For | Against | Against | For | No | Yes | Yes |
Voter Rationale: 1- CenterSquare disagrees with the ISS policy to vote against directors where the company maintains a charter prohibiting or restricting shareholders’ ability to amend the company bylaws. Many REITs have charters that are amendable only by board rather than through a direct vote of shareholders. Shareholders should not be given blank check allowance to recommend changes to the corporation bylaws without first meeting some threshold of ownership and material interest in the corporation similar to proxy access rules (which are coalescing around a 3% threshold). The position held by ISS is well-intentioned, but not practical and carries with it some potentially damaging unintended consequences. Unfettered access by small, short-term and self-serving parties could lead to “nuisance” provisions being put forth on proxies or provisions that are and should remain the domain of boards and management teams. For example, in recent years labor unions who were holders of as little as $2,000 of stock (the S.E.C. minimum) for short-periods of time have put forth provisions that would require the REIT to exclusively use union labor and submit themselves to other practices that primarily serve the interests of the party proposing the amendment. Such proposals can be a costly distraction to management teams and boards. | ||||||||||
Voting Policy Rationale: A vote AGAINST Governance Committee members James Klingbeil, Katherine Cattanach, Robert Freeman, Jon Grove, Mary King, Clint McDonnough, Robert McNamara, Mark Patterson, and Lynne Sagalyn are warranted for a material governance failure. There are undue restrictions on shareholders’ ability to amend the bylaws. A vote FOR the remaining director nominee is warranted. | ||||||||||
1g | Elect Director Robert A. McNamara | Mgmt | Yes | For | Against | Against | For | No | Yes | Yes |
Voter Rationale: 1- CenterSquare disagrees with the ISS policy to vote against directors where the company maintains a charter prohibiting or restricting shareholders’ ability to amend the company bylaws. Many REITs have charters that are amendable only by board rather than through a direct vote of shareholders. Shareholders should not be given blank check allowance to recommend changes to the corporation bylaws without first meeting some threshold of ownership and material interest in the corporation similar to proxy access rules (which are coalescing around a 3% threshold). The position held by ISS is well-intentioned, but not practical and carries with it some potentially damaging unintended consequences. Unfettered access by small, short-term and self-serving parties could lead to “nuisance” provisions being put forth on proxies or provisions that are and should remain the domain of boards and management teams. For example, in recent years labor unions who were holders of as little as $2,000 of stock (the S.E.C. minimum) for short-periods of time have put forth provisions that would require the REIT to exclusively use union labor and submit themselves to other practices that primarily serve the interests of the party proposing the amendment. Such proposals can be a costly distraction to management teams and boards. | ||||||||||
Voting Policy Rationale: A vote AGAINST Governance Committee members James Klingbeil, Katherine Cattanach, Robert Freeman, Jon Grove, Mary King, Clint McDonnough, Robert McNamara, Mark Patterson, and Lynne Sagalyn are warranted for a material governance failure. There are undue restrictions on shareholders’ ability to amend the bylaws. A vote FOR the remaining director nominee is warranted. | ||||||||||
1h | Elect Director Mark R. Patterson | Mgmt | Yes | For | Against | Against | For | No | Yes | Yes |
Voter Rationale: 1- CenterSquare disagrees with the ISS policy to vote against directors where the company maintains a charter prohibiting or restricting shareholders’ ability to amend the company bylaws. Many REITs have charters that are amendable only by board rather than through a direct vote of shareholders. Shareholders should not be given blank check allowance to recommend changes to the corporation bylaws without first meeting some threshold of ownership and material interest in the corporation similar to proxy access rules (which are coalescing around a 3% threshold). The position held by ISS is well-intentioned, but not practical and carries with it some potentially damaging unintended consequences. Unfettered access by small, short-term and self-serving parties could lead to “nuisance” provisions being put forth on proxies or provisions that are and should remain the domain of boards and management teams. For example, in recent years labor unions who were holders of as little as $2,000 of stock (the S.E.C. minimum) for short-periods of time have put forth provisions that would require the REIT to exclusively use union labor and submit themselves to other practices that primarily serve the interests of the party proposing the amendment. Such proposals can be a costly distraction to management teams and boards. | ||||||||||
Voting Policy Rationale: A vote AGAINST Governance Committee members James Klingbeil, Katherine Cattanach, Robert Freeman, Jon Grove, Mary King, Clint McDonnough, Robert McNamara, Mark Patterson, and Lynne Sagalyn are warranted for a material governance failure. There are undue restrictions on shareholders’ ability to amend the bylaws. A vote FOR the remaining director nominee is warranted. |
* | Shares on loan data is only provided for a select group of custodians. Please contact your ISS Account Manager with any questions. |
Page 19 of 55
Vote Summary Report
Date range covered: 04/01/2017 to 06/30/2017
Location(s): All Locations
Institution Account(s): Griffin Instl Access Fund - Center Square
UDR, Inc.
Proposal Number | Proposal Text | Proponent | Votable Proposal | Mgmt Rec | ISS Rec | Voting Policy Rec | Vote Instruction | Vote Against Mgmt | Vote Against Policy | Vote Against ISS |
1i | Elect Director Lynne B. Sagalyn | Mgmt | Yes | For | Against | Against | For | No | Yes | Yes |
Voter Rationale: 1- CenterSquare disagrees with the ISS policy to vote against directors where the company maintains a charter prohibiting or restricting shareholders’ ability to amend the company bylaws. Many REITs have charters that are amendable only by board rather than through a direct vote of shareholders. Shareholders should not be given blank check allowance to recommend changes to the corporation bylaws without first meeting some threshold of ownership and material interest in the corporation similar to proxy access rules (which are coalescing around a 3% threshold). The position held by ISS is well-intentioned, but not practical and carries with it some potentially damaging unintended consequences. Unfettered access by small, short-term and self-serving parties could lead to “nuisance” provisions being put forth on proxies or provisions that are and should remain the domain of boards and management teams. For example, in recent years labor unions who were holders of as little as $2,000 of stock (the S.E.C. minimum) for short-periods of time have put forth provisions that would require the REIT to exclusively use union labor and submit themselves to other practices that primarily serve the interests of the party proposing the amendment. Such proposals can be a costly distraction to management teams and boards. | ||||||||||
Voting Policy Rationale: A vote AGAINST Governance Committee members James Klingbeil, Katherine Cattanach, Robert Freeman, Jon Grove, Mary King, Clint McDonnough, Robert McNamara, Mark Patterson, and Lynne Sagalyn are warranted for a material governance failure. There are undue restrictions on shareholders’ ability to amend the bylaws. A vote FOR the remaining director nominee is warranted. | ||||||||||
1j | Elect Director Thomas W. Toomey | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote AGAINST Governance Committee members James Klingbeil, Katherine Cattanach, Robert Freeman, Jon Grove, Mary King, Clint McDonnough, Robert McNamara, Mark Patterson, and Lynne Sagalyn are warranted for a material governance failure. There are undue restrictions on shareholders’ ability to amend the bylaws. A vote FOR the remaining director nominee is warranted. | ||||||||||
2 | Ratify Ernst & Young LLP as Auditors | Mgmt | Yes | For | For | For | For | No | No | No |
3 | Advisory Vote to Ratify Named Executive Officers’ Compensation | Mgmt | Yes | For | For | For | For | No | No | No |
4 | Advisory Vote on Say on Pay Frequency | Mgmt | Yes | One Year | One Year | One Year | One Year | No | No | No |
Ballot Details
Institutional Account Detail (IA Name, IA Number) | Custodian Account Number | Ballot Status | Instructor Name | Date Instructed | Approver Name | Date Approved | Votable Shares | Shares Voted |
Griffin Instl Access Fund - Center Square, 141917.1 | 141917.1 | Confirmed | lconklin | 05/02/2017 | lconklin | 05/02/2017 | 5,990 | 5,990 |
Total Shares: | 5,990 | 5,990 |
Colony Starwood Homes
Meeting Date: 05/15/2017 | Country: USA | Primary Security ID: 19625X102 | Meeting ID: 1132345 | |
Record Date: 03/17/2017 | Meeting Type: Annual | Ticker: SFR | ||
Primary CUSIP: 19625X102 | Primary ISIN: US19625X1028 | Primary SEDOL: BYV77Z1 | Proxy Level: 3 | |
Shares Voted: 49,370 | Votable Shares: 49,370 | Shares Instructed: 49,370 | ||
Total Ballots: 1 | Voting Policy: ISS |
Proposal Number | Proposal Text | Proponent | Votable Proposal | Mgmt Rec | ISS Rec | Voting Policy Rec | Vote Instruction | Vote Against Mgmt | Vote Against Policy | Vote Against ISS |
1.1 | Elect Director Thomas J. Barrack, Jr. | Mgmt | Yes | For | For | For | For | No | No | No |
* | Shares on loan data is only provided for a select group of custodians. Please contact your ISS Account Manager with any questions. |
Page 20 of 55
Vote Summary Report
Date range covered: 04/01/2017 to 06/30/2017
Location(s): All Locations
Institution Account(s): Griffin Instl Access Fund - Center Square
Colony Starwood Homes
Proposal Number | Proposal Text | Proponent | Votable Proposal | Mgmt Rec | ISS Rec | Voting Policy Rec | Vote Instruction | Vote Against Mgmt | Vote Against Policy | Vote Against ISS |
Voting Policy Rationale: WITHHOLD votes are warranted for director nominee Barry Sternlicht for serving on more than three public boards while serving as a CEO of an outside company. WITHHOLD votes from Nominating and Corporate Governance Committee members Robert Best, Richard Bronson, and J. Ronald Terwilliger for a material governance failure. The company maintains corporate governance documents which prohibit shareholders from amending the company bylaws. Rennee Lewis Glover is newly appointed director and may not have had adequate time on the board to address these concerns. A vote FOR the remaining director nominees is warranted. | ||||||||||
1.2 | Elect Director Barry S. Sternlicht | Mgmt | Yes | For | Withhold | Withhold | For | No | Yes | Yes |
Voter Rationale: CenterSquare disagrees with the ISS recommendation regarding Director Barry Sternlicht. Mr. Sternlicht is a highly-regarded, highly skilled member of Colony Starwood Home’s board. Losing him would be disadvantageous for the REIT and shareholders. ISS’s primary contention with Mr. Sternlicht is “overboarding.” By virtue of being CEO of Starwood Capital Group, Mr. Sternlicht is also a member of Starwood Capital’s board of directors and Starwood’ sister entities, Starwood Property Trust, and Colony Starwood Residential. Although these are distinct boards, they are effectively part and parcel of the same business that Mr. Sternlischt runs for Starwood Capital Group. As such, we do not agree that Mr. Sternlicht is “overboarded.” | ||||||||||
Voting Policy Rationale: WITHHOLD votes are warranted for director nominee Barry Sternlicht for serving on more than three public boards while serving as a CEO of an outside company. WITHHOLD votes from Nominating and Corporate Governance Committee members Robert Best, Richard Bronson, and J. Ronald Terwilliger for a material governance failure. The company maintains corporate governance documents which prohibit shareholders from amending the company bylaws. Rennee Lewis Glover is newly appointed director and may not have had adequate time on the board to address these concerns. A vote FOR the remaining director nominees is warranted. | ||||||||||
1.3 | Elect Director Robert T. Best | Mgmt | Yes | For | Withhold | Withhold | For | No | Yes | Yes |
Voter Rationale: 1- CenterSquare disagrees with the ISS policy to vote against directors where the company maintains a charter prohibiting or restricting shareholders’ ability to amend the company bylaws. Many REITs have charters that are amendable only by board rather than through a direct vote of shareholders. Shareholders should not be given blank check allowance to recommend changes to the corporation bylaws without first meeting some threshold of ownership and material interest in the corporation similar to proxy access rules (which are coalescing around a 3% threshold). The position held by ISS is well-intentioned, but not practical and carries with it some potentially damaging unintended consequences. Unfettered access by small, short-term and self-serving parties could lead to “nuisance” provisions being put forth on proxies or provisions that are and should remain the domain of boards and management teams. For example, in recent years labor unions who were holders of as little as $2,000 of stock (the S.E.C. minimum) for short-periods of time have put forth provisions that would require the REIT to exclusively use union labor and submit themselves to other practices that primarily serve the interests of the party proposing the amendment. Such proposals can be a costly distraction to management teams and boards. | ||||||||||
Voting Policy Rationale: WITHHOLD votes are warranted for director nominee Barry Sternlicht for serving on more than three public boards while serving as a CEO of an outside company. WITHHOLD votes from Nominating and Corporate Governance Committee members Robert Best, Richard Bronson, and J. Ronald Terwilliger for a material governance failure. The company maintains corporate governance documents which prohibit shareholders from amending the company bylaws. Rennee Lewis Glover is newly appointed director and may not have had adequate time on the board to address these concerns. A vote FOR the remaining director nominees is warranted. | ||||||||||
1.4 | Elect Director Thomas M. Bowers | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: WITHHOLD votes are warranted for director nominee Barry Sternlicht for serving on more than three public boards while serving as a CEO of an outside company. WITHHOLD votes from Nominating and Corporate Governance Committee members Robert Best, Richard Bronson, and J. Ronald Terwilliger for a material governance failure. The company maintains corporate governance documents which prohibit shareholders from amending the company bylaws. Rennee Lewis Glover is newly appointed director and may not have had adequate time on the board to address these concerns. A vote FOR the remaining director nominees is warranted. |
* | Shares on loan data is only provided for a select group of custodians. Please contact your ISS Account Manager with any questions. |
Page 21 of 55
Vote Summary Report
Date range covered: 04/01/2017 to 06/30/2017
Location(s): All Locations
Institution Account(s): Griffin Instl Access Fund - Center Square
Colony Starwood Homes
Proposal Number | Proposal Text | Proponent | Votable Proposal | Mgmt Rec | ISS Rec | Voting Policy Rec | Vote Instruction | Vote Against Mgmt | Vote Against Policy | Vote Against ISS |
1.5 | Elect Director Richard D. Bronson | Mgmt | Yes | For | Withhold | Withhold | For | No | Yes | Yes |
Voter Rationale: 1- CenterSquare disagrees with the ISS policy to vote against directors where the company maintains a charter prohibiting or restricting shareholders’ ability to amend the company bylaws. Many REITs have charters that are amendable only by board rather than through a direct vote of shareholders. Shareholders should not be given blank check allowance to recommend changes to the corporation bylaws without first meeting some threshold of ownership and material interest in the corporation similar to proxy access rules (which are coalescing around a 3% threshold). The position held by ISS is well-intentioned, but not practical and carries with it some potentially damaging unintended consequences. Unfettered access by small, short-term and self-serving parties could lead to “nuisance” provisions being put forth on proxies or provisions that are and should remain the domain of boards and management teams. For example, in recent years labor unions who were holders of as little as $2,000 of stock (the S.E.C. minimum) for short-periods of time have put forth provisions that would require the REIT to exclusively use union labor and submit themselves to other practices that primarily serve the interests of the party proposing the amendment. Such proposals can be a costly distraction to management teams and boards. | ||||||||||
Voting Policy Rationale: WITHHOLD votes are warranted for director nominee Barry Sternlicht for serving on more than three public boards while serving as a CEO of an outside company. WITHHOLD votes from Nominating and Corporate Governance Committee members Robert Best, Richard Bronson, and J. Ronald Terwilliger for a material governance failure. The company maintains corporate governance documents which prohibit shareholders from amending the company bylaws. Rennee Lewis Glover is newly appointed director and may not have had adequate time on the board to address these concerns. A vote FOR the remaining director nominees is warranted. | ||||||||||
1.6 | Elect Director Justin T. Chang | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: WITHHOLD votes are warranted for director nominee Barry Sternlicht for serving on more than three public boards while serving as a CEO of an outside company. WITHHOLD votes from Nominating and Corporate Governance Committee members Robert Best, Richard Bronson, and J. Ronald Terwilliger for a material governance failure. The company maintains corporate governance documents which prohibit shareholders from amending the company bylaws. Rennee Lewis Glover is newly appointed director and may not have had adequate time on the board to address these concerns. A vote FOR the remaining director nominees is warranted. | ||||||||||
1.7 | Elect Director Michael D. Fascitelli | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: WITHHOLD votes are warranted for director nominee Barry Sternlicht for serving on more than three public boards while serving as a CEO of an outside company. WITHHOLD votes from Nominating and Corporate Governance Committee members Robert Best, Richard Bronson, and J. Ronald Terwilliger for a material governance failure. The company maintains corporate governance documents which prohibit shareholders from amending the company bylaws. Rennee Lewis Glover is newly appointed director and may not have had adequate time on the board to address these concerns. A vote FOR the remaining director nominees is warranted. | ||||||||||
1.8 | Elect Director Renee Lewis Glover | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: WITHHOLD votes are warranted for director nominee Barry Sternlicht for serving on more than three public boards while serving as a CEO of an outside company. WITHHOLD votes from Nominating and Corporate Governance Committee members Robert Best, Richard Bronson, and J. Ronald Terwilliger for a material governance failure. The company maintains corporate governance documents which prohibit shareholders from amending the company bylaws. Rennee Lewis Glover is newly appointed director and may not have had adequate time on the board to address these concerns. A vote FOR the remaining director nominees is warranted. | ||||||||||
1.9 | Elect Director Jeffrey E. Kelter | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: WITHHOLD votes are warranted for director nominee Barry Sternlicht for serving on more than three public boards while serving as a CEO of an outside company. WITHHOLD votes from Nominating and Corporate Governance Committee members Robert Best, Richard Bronson, and J. Ronald Terwilliger for a material governance failure. The company maintains corporate governance documents which prohibit shareholders from amending the company bylaws. Rennee Lewis Glover is newly appointed director and may not have had adequate time on the board to address these concerns. A vote FOR the remaining director nominees is warranted. |
* | Shares on loan data is only provided for a select group of custodians. Please contact your ISS Account Manager with any questions. |
Page 22 of 55
Vote Summary Report
Date range covered: 04/01/2017 to 06/30/2017
Location(s): All Locations
Institution Account(s): Griffin Instl Access Fund - Center Square
Colony Starwood Homes
Proposal Number | Proposal Text | Proponent | Votable Proposal | Mgmt Rec | ISS Rec | Voting Policy Rec | Vote Instruction | Vote Against Mgmt | Vote Against Policy | Vote Against ISS |
1.10 | Elect Director Thomas W. Knapp | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: WITHHOLD votes are warranted for director nominee Barry Sternlicht for serving on more than three public boards while serving as a CEO of an outside company. WITHHOLD votes from Nominating and Corporate Governance Committee members Robert Best, Richard Bronson, and J. Ronald Terwilliger for a material governance failure. The company maintains corporate governance documents which prohibit shareholders from amending the company bylaws. Rennee Lewis Glover is newly appointed director and may not have had adequate time on the board to address these concerns. A vote FOR the remaining director nominees is warranted. | ||||||||||
1.11 | Elect Director Richard B. Saltzman | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: WITHHOLD votes are warranted for director nominee Barry Sternlicht for serving on more than three public boards while serving as a CEO of an outside company. WITHHOLD votes from Nominating and Corporate Governance Committee members Robert Best, Richard Bronson, and J. Ronald Terwilliger for a material governance failure. The company maintains corporate governance documents which prohibit shareholders from amending the company bylaws. Rennee Lewis Glover is newly appointed director and may not have had adequate time on the board to address these concerns. A vote FOR the remaining director nominees is warranted. | ||||||||||
1.12 | Elect Director John L. Steffens | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: WITHHOLD votes are warranted for director nominee Barry Sternlicht for serving on more than three public boards while serving as a CEO of an outside company. WITHHOLD votes from Nominating and Corporate Governance Committee members Robert Best, Richard Bronson, and J. Ronald Terwilliger for a material governance failure. The company maintains corporate governance documents which prohibit shareholders from amending the company bylaws. Rennee Lewis Glover is newly appointed director and may not have had adequate time on the board to address these concerns. A vote FOR the remaining director nominees is warranted. | ||||||||||
1.13 | Elect Director J. Ronald Terwilliger | Mgmt | Yes | For | Withhold | Withhold | For | No | Yes | Yes |
Voter Rationale: 1- CenterSquare disagrees with the ISS policy to vote against directors where the company maintains a charter prohibiting or restricting shareholders’ ability to amend the company bylaws. Many REITs have charters that are amendable only by board rather than through a direct vote of shareholders. Shareholders should not be given blank check allowance to recommend changes to the corporation bylaws without first meeting some threshold of ownership and material interest in the corporation similar to proxy access rules (which are coalescing around a 3% threshold). The position held by ISS is well-intentioned, but not practical and carries with it some potentially damaging unintended consequences. Unfettered access by small, short-term and self-serving parties could lead to “nuisance” provisions being put forth on proxies or provisions that are and should remain the domain of boards and management teams. For example, in recent years labor unions who were holders of as little as $2,000 of stock (the S.E.C. minimum) for short-periods of time have put forth provisions that would require the REIT to exclusively use union labor and submit themselves to other practices that primarily serve the interests of the party proposing the amendment. Such proposals can be a costly distraction to management teams and boards. | ||||||||||
Voting Policy Rationale: WITHHOLD votes are warranted for director nominee Barry Sternlicht for serving on more than three public boards while serving as a CEO of an outside company. WITHHOLD votes from Nominating and Corporate Governance Committee members Robert Best, Richard Bronson, and J. Ronald Terwilliger for a material governance failure. The company maintains corporate governance documents which prohibit shareholders from amending the company bylaws. Rennee Lewis Glover is newly appointed director and may not have had adequate time on the board to address these concerns. A vote FOR the remaining director nominees is warranted. | ||||||||||
1.14 | Elect Director Frederick C. Tuomi | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: WITHHOLD votes are warranted for director nominee Barry Sternlicht for serving on more than three public boards while serving as a CEO of an outside company. WITHHOLD votes from Nominating and Corporate Governance Committee members Robert Best, Richard Bronson, and J. Ronald Terwilliger for a material governance failure. The company maintains corporate governance documents which prohibit shareholders from amending the company bylaws. Rennee Lewis Glover is newly appointed director and may not have had adequate time on the board to address these concerns. A vote FOR the remaining director nominees is warranted. | ||||||||||
2 | Ratify Ernst & Young LLP as Auditors | Mgmt | Yes | For | For | For | For | No | No | No |
* | Shares on loan data is only provided for a select group of custodians. Please contact your ISS Account Manager with any questions. |
Page 23 of 55
Vote Summary Report
Date range covered: 04/01/2017 to 06/30/2017
Location(s): All Locations
Institution Account(s): Griffin Instl Access Fund - Center Square
Colony Starwood Homes
Proposal Number | Proposal Text | Proponent | Votable Proposal | Mgmt Rec | ISS Rec | Voting Policy Rec | Vote Instruction | Vote AgainstMgmt | Vote AgainstPolicy | Vote AgainstISS |
3 | Approve Qualified Employee Stock Purchase Plan | Mgmt | Yes | For | For | For | For | No | No | No |
4 | Amend Omnibus Stock Plan | Mgmt | Yes | For | For | For | For | No | No | No |
5 | Advisory Vote to Ratify Named Executive Mgmt Officers’ Compensation | Yes | For | For | For | For | No | No | No |
Ballot Details
Institutional Account Detail (IA Name, IA Number) | Custodian Account Number | Ballot Status | Instructor Name | Date Instructed | Approver Name | Date Approved | Votable Shares | Shares Voted |
Griffin Instl Access Fund - Center Square, 141917.1 | 141917.1 | Confirmed | lconklin | 05/10/2017 | lconklin | 05/10/2017 | 49,370 | 49,370 |
Total Shares: | 49,370 | 49,370 |
GGP Inc.
Meeting Date: 05/17/2017 | Country: USA | Primary Security ID: 36174X101 | Meeting ID: 1134040 |
Record Date: 03/20/2017 | Meeting Type: Annual | Ticker: GGP |
Primary CUSIP: 36174X101 | Primary ISIN: US36174X1019 | Primary SEDOL: BYMYV82 | Proxy Level: 3 |
Shares Voted: 2,000 | Votable Shares: 2,000 | Shares Instructed: 2,000 | |
Total Ballots: 1 | Voting Policy: ISS |
Proposal Number | Proposal Text | Proponent | Votable Proposal | Mgmt Rec | ISS Rec | Voting Policy Rec | Vote Instruction | Vote AgainstMgmt | Vote AgainstPolicy | Vote AgainstISS |
1a | Elect Director Richard B. Clark | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1b | Elect Director Mary Lou Fiala | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1c | Elect Director J. Bruce Flatt | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1d | Elect Director Janice R. Fukakusa | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1e | Elect Director John K. Haley | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1f | Elect Director Daniel B. Hurwitz | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. |
* | Shares on loan data is only provided for a select group of custodians. Please contact your ISS Account Manager with any questions. |
Page 24 of 55
Vote Summary Report
Date range covered: 04/01/2017 to 06/30/2017 Location(s): All Locations
Institution Account(s): Griffin Instl Access Fund - Center Square
GGP Inc.
Proposal Number | Proposal Text | Proponent | Votable Proposal | Mgmt Rec | ISS Rec | Voting Policy Rec | Vote Instruction | Vote AgainstMgmt | Vote AgainstPolicy | Vote AgainstISS |
1g | Elect Director Brian W. Kingston | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1h | Elect Director Christina M. Lofgren | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1i | Elect Director Sandeep Mathrani | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
2 | Advisory Vote on Say on Pay Frequency | Mgmt | Yes | One Year | One Year | One Year | One Year | No | No | No |
3 | Advisory Vote to Ratify Named Executive Officers’ Compensation | Mgmt | Yes | For | For | For | For | No | No | No |
4 | Ratify Deloitte & Touche LLP as Auditors | Mgmt | Yes | For | For | For | For | No | No | No |
5 | Provide Directors May Be Removed With or Without Cause | Mgmt | Yes | For | For | For | For | No | No | No |
6 | Adopt Proxy Access Right | SH | Yes | Against | For | For | For | Yes | No | No |
Voting Policy Rationale: A vote FOR this proposal is warranted as adoption of proxy access will enhance shareholder rights and the proposal includes appropriate safeguards. |
Ballot Details | ||||||||
Institutional Account Detail (IA Name, IA Number) | Custodian Account Number | Ballot Status | Instructor Name | Date Instructed | Approver Name | Date Approved | Votable Shares | Shares Voted |
Griffin Instl Access Fund - Center Square, 141917.1 | 141917.1 | Confirmed | Auto-Instructed | 05/02/2017 | Auto-Approved | 05/02/2017 | 2,000 | 2,000 |
Total Shares: | 2,000 | 2,000 |
AvalonBay Communities, Inc.
Meeting Date: 05/18/2017 | Country: USA | Primary Security ID: 053484101 | Meeting ID: 1134994 |
Record Date: 03/06/2017 | Meeting Type: Annual | Ticker: AVB |
Primary CUSIP: 053484101 | Primary ISIN: US0534841012 | Primary SEDOL: 2131179 | Proxy Level: 3 |
Shares Voted: 1,000 | Votable Shares: 1,000 | Shares Instructed: 1,000 | |
Total Ballots: 1 | Voting Policy: ISS |
Proposal Number | Proposal Text | Proponent | Votable Proposal | Mgmt Rec | ISS Rec | Voting Policy Rec | Vote Instruction | Vote Against Mgmt | Vote Against Policy | Vote Against ISS |
1a | Elect Director Glyn F. Aeppel | Mgmt | Yes | For | Against | Against | For | No | Yes | Yes |
* | Shares on loan data is only provided for a select group of custodians. Please contact your ISS Account Manager with any questions. |
Page 25 of 55
Vote Summary Report
Date range covered: 04/01/2017 to 06/30/2017
Location(s): All Locations
Institution Account(s): Griffin Instl Access Fund - Center Square
AvalonBay Communities, Inc.
Proposal Number | Proposal Text | Proponent | Votable Proposal | Mgmt Rec | ISS Rec | Voting Policy Rec | Vote Instruction | Vote Against Mgmt | Vote Against Policy | Vote Against ISS |
Voter Rationale: 1- CenterSquare disagrees with the ISS policy to vote against directors where the company maintains a charter prohibiting or restricting shareholders’ ability to amend the company bylaws. Many REITs have charters that are amendable only by board rather than through a direct vote of shareholders. Shareholders should not be given blank check allowance to recommend changes to the corporation bylaws without first meeting some threshold of ownership and material interest in the corporation similar to proxy access rules (which are coalescing around a 3% threshold). The position held by ISS is well-intentioned, but not practical and carries with it some potentially damaging unintended consequences. Unfettered access by small, short-term and self-serving parties could lead to “nuisance” provisions being put forth on proxies or provisions that are and should remain the domain of boards and management teams. For example, in recent years labor unions who were holders of as little as $2,000 of stock (the S.E.C. minimum) for short-periods of time have put forth provisions that would require the REIT to exclusively use union labor and submit themselves to other practices that primarily serve the interests of the party proposing the amendment. Such proposals can be a costly distraction to management teams and boards. | ||||||||||
Voting Policy Rationale: AGAINST votes are warranted for Ronald Havner Jr. for serving on more than three public boards while serving as a CEO of an outside company. AGAINST votes are warranted for Nominating and Governance committee members H. Jay Sarles, Glyn Aeppel, Peter Rummell, and W. Edward Walter for a material governance failure. The company’s governing documents prohibit or restrict shareholders’ ability to amend the company bylaws. A vote FOR the remaining director nominees is warranted. | ||||||||||
1b | Elect Director Terry S. Brown | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: AGAINST votes are warranted for Ronald Havner Jr. for serving on more than three public boards while serving as a CEO of an outside company. AGAINST votes are warranted for Nominating and Governance committee members H. Jay Sarles, Glyn Aeppel, Peter Rummell, and W. Edward Walter for a material governance failure. The company’s governing documents prohibit or restrict shareholders’ ability to amend the company bylaws. A vote FOR the remaining director nominees is warranted. | ||||||||||
1c | Elect Director Alan B. Buckelew | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: AGAINST votes are warranted for Ronald Havner Jr. for serving on more than three public boards while serving as a CEO of an outside company. AGAINST votes are warranted for Nominating and Governance committee members H. Jay Sarles, Glyn Aeppel, Peter Rummell, and W. Edward Walter for a material governance failure. The company’s governing documents prohibit or restrict shareholders’ ability to amend the company bylaws. A vote FOR the remaining director nominees is warranted. | ||||||||||
1d | Elect Director Ronald L. Havner, Jr. | Mgmt | Yes | For | Against | Against | For | No | Yes | Yes |
Voter Rationale: 1- CenterSquare disagrees with the ISS policy to vote against directors where the company maintains a charter prohibiting or restricting shareholders’ ability to amend the company bylaws. Many REITs have charters that are amendable only by board rather than through a direct vote of shareholders. Shareholders should not be given blank check allowance to recommend changes to the corporation bylaws without first meeting some threshold of ownership and material interest in the corporation similar to proxy access rules (which are coalescing around a 3% threshold). The position held by ISS is well-intentioned, but not practical and carries with it some potentially damaging unintended consequences. Unfettered access by small, short-term and self-serving parties could lead to “nuisance” provisions being put forth on proxies or provisions that are and should remain the domain of boards and management teams. For example, in recent years labor unions who were holders of as little as $2,000 of stock (the S.E.C. minimum) for short-periods of time have put forth provisions that would require the REIT to exclusively use union labor and submit themselves to other practices that primarily serve the interests of the party proposing the amendment. Such proposals can be a costly distraction to management teams and boards. CenterSquare does not agree that Mr. Havner is “over-boarded” with respect to his role at PS Business Parks, having been intimately involved in this sister company to Public Storage since its founding. | ||||||||||
Voting Policy Rationale: AGAINST votes are warranted for Ronald Havner Jr. for serving on more than three public boards while serving as a CEO of an outside company. AGAINST votes are warranted for Nominating and Governance committee members H. Jay Sarles, Glyn Aeppel, Peter Rummell, and W. Edward Walter for a material governance failure. The company’s governing documents prohibit or restrict shareholders’ ability to amend the company bylaws. A vote FOR the remaining director nominees is warranted. |
* | Shares on loan data is only provided for a select group of custodians. Please contact your ISS Account Manager with any questions. |
Page 26 of 55
Vote Summary Report
Date range covered: 04/01/2017 to 06/30/2017
Location(s): All Locations
Institution Account(s): Griffin Instl Access Fund - Center Square
AvalonBay Communities, Inc.
Proposal Number | Proposal Text | Proponent | Votable Proposal | Mgmt Rec | ISS Rec | Voting Policy Rec | Vote Instruction | Vote Against Mgmt | Vote Against Policy | Vote Against ISS |
1e | Elect Director Richard J. Lieb | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: AGAINST votes are warranted for Ronald Havner Jr. for serving on more than three public boards while serving as a CEO of an outside company. AGAINST votes are warranted for Nominating and Governance committee members H. Jay Sarles, Glyn Aeppel, Peter Rummell, and W. Edward Walter for a material governance failure. The company’s governing documents prohibit or restrict shareholders’ ability to amend the company bylaws. A vote FOR the remaining director nominees is warranted. | ||||||||||
1f | Elect Director Timothy J. Naughton | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: AGAINST votes are warranted for Ronald Havner Jr. for serving on more than three public boards while serving as a CEO of an outside company. AGAINST votes are warranted for Nominating and Governance committee members H. Jay Sarles, Glyn Aeppel, Peter Rummell, and W. Edward Walter for a material governance failure. The company’s governing documents prohibit or restrict shareholders’ ability to amend the company bylaws. A vote FOR the remaining director nominees is warranted. | ||||||||||
1g | Elect Director Peter S. Rummell | Mgmt | Yes | For | Against | Against | For | No | Yes | Yes |
Voter Rationale: 1- CenterSquare disagrees with the ISS policy to vote against directors where the company maintains a charter prohibiting or restricting shareholders’ ability to amend the company bylaws. Many REITs have charters that are amendable only by board rather than through a direct vote of shareholders. Shareholders should not be given blank check allowance to recommend changes to the corporation bylaws without first meeting some threshold of ownership and material interest in the corporation similar to proxy access rules (which are coalescing around a 3% threshold). The position held by ISS is well-intentioned, but not practical and carries with it some potentially damaging unintended consequences. Unfettered access by small, short-term and self-serving parties could lead to “nuisance” provisions being put forth on proxies or provisions that are and should remain the domain of boards and management teams. For example, in recent years labor unions who were holders of as little as $2,000 of stock (the S.E.C. minimum) for short-periods of time have put forth provisions that would require the REIT to exclusively use union labor and submit themselves to other practices that primarily serve the interests of the party proposing the amendment. Such proposals can be a costly distraction to management teams and boards. | ||||||||||
Voting Policy Rationale: AGAINST votes are warranted for Ronald Havner Jr. for serving on more than three public boards while serving as a CEO of an outside company. AGAINST votes are warranted for Nominating and Governance committee members H. Jay Sarles, Glyn Aeppel, Peter Rummell, and W. Edward Walter for a material governance failure. The company’s governing documents prohibit or restrict shareholders’ ability to amend the company bylaws. A vote FOR the remaining director nominees is warranted. | ||||||||||
1h | Elect Director H. Jay Sarles | Mgmt | Yes | For | Against | Against | For | No | Yes | Yes |
Voter Rationale: 1- CenterSquare disagrees with the ISS policy to vote against directors where the company maintains a charter prohibiting or restricting shareholders’ ability to amend the company bylaws. Many REITs have charters that are amendable only by board rather than through a direct vote of shareholders. Shareholders should not be given blank check allowance to recommend changes to the corporation bylaws without first meeting some threshold of ownership and material interest in the corporation similar to proxy access rules (which are coalescing around a 3% threshold). The position held by ISS is well-intentioned, but not practical and carries with it some potentially damaging unintended consequences. Unfettered access by small, short-term and self-serving parties could lead to “nuisance” provisions being put forth on proxies or provisions that are and should remain the domain of boards and management teams. For example, in recent years labor unions who were holders of as little as $2,000 of stock (the S.E.C. minimum) for short-periods of time have put forth provisions that would require the REIT to exclusively use union labor and submit themselves to other practices that primarily serve the interests of the party proposing the amendment. Such proposals can be a costly distraction to management teams and boards. | ||||||||||
Voting Policy Rationale: AGAINST votes are warranted for Ronald Havner Jr. for serving on more than three public boards while serving as a CEO of an outside company. AGAINST votes are warranted for Nominating and Governance committee members H. Jay Sarles, Glyn Aeppel, Peter Rummell, and W. Edward Walter for a material governance failure. The company’s governing documents prohibit or restrict shareholders’ ability to amend the company bylaws. A vote FOR the remaining director nominees is warranted. |
* | Shares on loan data is only provided for a select group of custodians. Please contact your ISS Account Manager with any questions. |
Page 27 of 55
Vote Summary Report
Date range covered: 04/01/2017 to 06/30/2017
Location(s): All Locations
Institution Account(s): Griffin Instl Access Fund - Center Square
AvalonBay Communities, Inc.
Proposal Number | Proposal Text | Proponent | Votable Proposal | Mgmt Rec | ISS Rec | Voting Policy Rec | Vote Instruction | Vote Against Mgmt | Vote Against Policy | Vote Against ISS |
1i | Elect Director Susan Swanezy | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: AGAINST votes are warranted for Ronald Havner Jr. for serving on more than three public boards while serving as a CEO of an outside company. AGAINST votes are warranted for Nominating and Governance committee members H. Jay Sarles, Glyn Aeppel, Peter Rummell, and W. Edward Walter for a material governance failure. The company’s governing documents prohibit or restrict shareholders’ ability to amend the company bylaws. A vote FOR the remaining director nominees is warranted. | ||||||||||
1j | Elect Director W. Edward Walter | Mgmt | Yes | For | Against | Against | For | No | Yes | Yes |
Voter Rationale: 1- CenterSquare disagrees with the ISS policy to vote against directors where the company maintains a charter prohibiting or restricting shareholders’ ability to amend the company bylaws. Many REITs have charters that are amendable only by board rather than through a direct vote of shareholders. Shareholders should not be given blank check allowance to recommend changes to the corporation bylaws without first meeting some threshold of ownership and material interest in the corporation similar to proxy access rules (which are coalescing around a 3% threshold). The position held by ISS is well-intentioned, but not practical and carries with it some potentially damaging unintended consequences. Unfettered access by small, short-term and self-serving parties could lead to “nuisance” provisions being put forth on proxies or provisions that are and should remain the domain of boards and management teams. For example, in recent years labor unions who were holders of as little as $2,000 of stock (the S.E.C. minimum) for short-periods of time have put forth provisions that would require the REIT to exclusively use union labor and submit themselves to other practices that primarily serve the interests of the party proposing the amendment. Such proposals can be a costly distraction to management teams and boards. | ||||||||||
Voting Policy Rationale: AGAINST votes are warranted for Ronald Havner Jr. for serving on more than three public boards while serving as a CEO of an outside company. AGAINST votes are warranted for Nominating and Governance committee members H. Jay Sarles, Glyn Aeppel, Peter Rummell, and W. Edward Walter for a material governance failure. The company’s governing documents prohibit or restrict shareholders’ ability to amend the company bylaws. A vote FOR the remaining director nominees is warranted. | ||||||||||
2 | Ratify Ernst & Young LLP as Auditors | Mgmt | Yes | For | For | For | For | No | No | No |
3 | Amend Omnibus Stock Plan | Mgmt | Yes | For | For | For | For | No | No | No |
4 | Advisory Vote to Ratify Named Executive Officers’ Compensation | Mgmt | Yes | For | For | For | For | No | No | No |
5 | Advisory Vote on Say on Pay Frequency | Mgmt | Yes | One Year | One Year | One Year | One Year | No | No | No |
Ballot Details
Institutional Account Detail (IA Name, IA Number) | Custodian Account Number | Ballot Status | Instructor Name | Date Instructed | Approver Name | Date Approved | Votable Shares | Shares Voted |
Griffin Instl Access Fund - Center Square, 141917.1 | 141917.1 | Confirmed | lconklin | 05/03/2017 | lconklin | 05/03/2017 | 1,000 | 1,000 |
Total Shares: | 1,000 | 1,000 |
Brixmor Property Group Inc.
Meeting Date: 05/18/2017 | Country: USA | Primary Security ID: 11120U105 | Meeting ID: 1130718 |
Record Date: 03/14/2017 | Meeting Type: Annual | Ticker: BRX | |
Primary CUSIP: 11120U105 | Primary ISIN: US11120U1051 | Primary SEDOL: BFTDJL8 | Proxy Level: 3 |
* | Shares on loan data is only provided for a select group of custodians. Please contact your ISS Account Manager with any questions. |
Page 28 of 55
Vote Summary Report
Date range covered: 04/01/2017 to 06/30/2017
Location(s): All Locations
Location(s): All Locations
Institution Account(s): Griffin Instl Access Fund - Center Square
Brixmor Property Group Inc.
Shares Voted: 2,000 | Votable Shares: 2,000 | Shares Instructed: 2,000 | |
Total Ballots: 1 | Voting Policy: ISS |
Proposal Number | Proposal Text | Proponent | Votable Proposal | Mgmt Rec | ISS Rec | Voting Policy Rec | Vote Instruction | Vote Against Mgmt | Vote Against Policy | Vote Against ISS |
1.1 | Elect Director James M. Taylor Jr. | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1.2 | Elect Director John G. Schreiber | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1.3 | Elect Director Michael Berman | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1.4 | Elect Director Sheryl M. Crosland | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1.5 | Elect Director Anthony W. Deering | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1.6 | Elect Director Thomas W. Dickson | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1.7 | Elect Director Daniel B. Hurwitz | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1.8 | Elect Director William D. Rahm | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1.9 | Elect Director Gabrielle Sulzberger | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
2 | Ratify Deloitte & Touche LLP as Auditors | Mgmt | Yes | For | For | For | For | No | No | No |
3 | Advisory Vote to Ratify Named Executive Officers’ Compensation | Mgmt | Yes | For | For | For | For | No | No | No |
Ballot Details
Institutional Account Detail (IA Name, IA Number) | Custodian Account Number | Ballot Status | Instructor Name | Date Instructed | Approver Name | Date Approved | Votable Shares | Shares Voted |
Griffin Instl Access Fund - Center Square, 141917.1 | 141917.1 | Confirmed | Auto-Instructed | 05/01/2017 | Auto-Approved | 05/01/2017 | 2,000 | 2,000 |
Total Shares: | 2,000 | 2,000 |
* | Shares on loan data is only provided for a select group of custodians. Please contact your ISS Account Manager with any questions. |
Page 29 of 55
Vote Summary Report
Date range covered: 04/01/2017 to 06/30/2017
Location(s): All Locations
Institution Account(s): Griffin Instl Access Fund - Center Square
Vornado Realty Trust | ||||
Meeting Date: 05/18/2017 | Country: USA | Primary Security ID: 929042109 | Meeting ID: 1135772 | |
Record Date: 03/20/2017 | Meeting Type: Annual | Ticker: VNO | ||
Primary CUSIP: 929042109 | Primary ISIN: US9290421091 | Primary SEDOL: 2933632 | Proxy Level: 3 | |
Shares Voted: 1,000 | Votable Shares: 1,000 | Shares Instructed: 1,000 | ||
Total Ballots: 1 | Voting Policy: ISS |
Proposal Number | Proposal Text | Proponent | Votable Proposal | Mgmt Rec | ISS Rec | Voting Policy Rec | Vote Instruction | Vote Against Mgmt | Vote Against Policy | Vote Against ISS |
1.1 | Elect Director Michael Lynne | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: WITHHOLD votes from Governance Committee member David Mandelbaum for a material governance failure. Shareholders are prohibited from amending the bylaws. A vote FOR the remaining director nominees is warranted. | ||||||||||
1.2 | Elect Director David M. Mandelbaum | Mgmt | Yes | For | Withhold | Withhold | For | No | Yes | Yes |
Voter Rationale: 1- CenterSquare disagrees with the ISS policy to vote against directors where the company maintains a charter prohibiting or restricting shareholders’ ability to amend the company bylaws. Many REITs have charters that are amendable only by board rather than through a direct vote of shareholders. Shareholders should not be given blank check allowance to recommend changes to the corporation bylaws without first meeting some threshold of ownership and material interest in the corporation similar to proxy access rules (which are coalescing around a 3% threshold). The position held by ISS is well-intentioned, but not practical and carries with it some potentially damaging unintended consequences. Unfettered access by small, short-term and self-serving parties could lead to “nuisance” provisions being put forth on proxies or provisions that are and should remain the domain of boards and management teams. For example, in recent years labor unions who were holders of as little as $2,000 of stock (the S.E.C. minimum) for short-periods of time have put forth provisions that would require the REIT to exclusively use union labor and submit themselves to other practices that primarily serve the interests of the party proposing the amendment. Such proposals can be a costly distraction to management teams and boards. | ||||||||||
Voting Policy Rationale: WITHHOLD votes from Governance Committee member David Mandelbaum for a material governance failure. Shareholders are prohibited from amending the bylaws. A vote FOR the remaining director nominees is warranted. | ||||||||||
1.3 | Elect Director Mandakini Puri | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: WITHHOLD votes from Governance Committee member David Mandelbaum for a material governance failure. Shareholders are prohibited from amending the bylaws. A vote FOR the remaining director nominees is warranted. | ||||||||||
1.4 | Elect Director Daniel R. Tisch | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: WITHHOLD votes from Governance Committee member David Mandelbaum for a material governance failure. Shareholders are prohibited from amending the bylaws. A vote FOR the remaining director nominees is warranted. | ||||||||||
2 | Ratify Deloitte & Touche LLP as Auditors | Mgmt | Yes | For | For | For | For | No | No | No |
3 | Advisory Vote to Ratify Named Executive Officers’ Compensation | Mgmt | Yes | For | For | For | For | No | No | No |
4 | Advisory Vote on Say on Pay Frequency | Mgmt | Yes | One Year | One Year | One Year | One Year | No | No | No |
Ballot Details
Institutional Account Detail (IA Name, IA Number) | Custodian Account Number | Ballot Status | Instructor Name | Date Instructed | Approver Name | Date Approved | Votable Shares | Shares Voted |
Griffin Instl Access Fund - Center Square, 141917.1 | 141917.1 | Confirmed | lconklin | 05/05/2017 | lconklin | 05/05/2017 | 1,000 | 1,000 |
Total Shares: | 1,000 | 1,000 |
* | Shares on loan data is only provided for a select group of custodians. Please contact your ISS Account Manager with any questions. |
Page 30 of 55
Vote Summary Report
Date range covered: 04/01/2017 to 06/30/2017
Location(s): All Locations
Institution Account(s): Griffin Instl Access Fund - Center Square
Boston Properties, Inc.
Meeting Date: 05/23/2017 | Country: USA | Primary Security ID: 101121101 | Meeting ID: 1136090 |
Record Date: 03/29/2017 | Meeting Type: Annual | Ticker: BXP | |
Primary CUSIP: 101121101 | Primary ISIN: US1011211018 | Primary SEDOL: 2019479 | Proxy Level: 3 |
Shares Voted: 2,930 | Votable Shares: 2,930 | Shares Instructed: 2,930 | |
Total Ballots: 1 | Voting Policy: ISS |
Proposal Number | Proposal Text | Proponent | Votable Proposal | Mgmt Rec | ISS Rec | Voting Policy Rec | Vote Instruction | Vote Against Mgmt | Vote Against Policy | Vote Against ISS |
1.1 | Elect Director Bruce W. Duncan | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1.2 | Elect Director Karen E. Dykstra | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1.3 | Elect Director Carol B. Einiger | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1.4 | Elect Director Jacob A. Frenkel | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1.5 | Elect Director Joel I. Klein | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1.6 | Elect Director Douglas T. Linde | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1.7 | Elect Director Matthew J. Lustig | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1.8 | Elect Director Alan J. Patricof | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1.9 | Elect Director Owen D. Thomas | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1.10 | Elect Director Martin Turchin | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1.11 | Elect Director David A. Twardock | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
2 | Advisory Vote to Ratify Named Executive Officers’ Compensation | Mgmt | Yes | For | For | For | For | No | No | No |
3 | Advisory Vote on Say on Pay Frequency | Mgmt | Yes | One Year | One Year | One Year | One Year | No | No | No |
* | Shares on loan data is only provided for a select group of custodians. Please contact your ISS Account Manager with any questions. |
Page 31 of 55
Vote Summary Report
Date range covered: 04/01/2017 to 06/30/2017
Location(s): All Locations
Institution Account(s): Griffin Instl Access Fund - Center Square
Boston Properties, Inc.
Proposal Number | Proposal Text | Proponent | Votable Proposal | Mgmt Rec | ISS Rec | Voting Policy Rec | Vote Instruction | Vote Against Mgmt | Vote Against Policy | Vote Against ISS |
4 | Ratify PricewaterhouseCoopers LLP as Auditors | Mgmt | Yes | For | For | For | For | No | No | No |
Ballot Details
Institutional Account Detail (IA Name, IA Number) | Custodian Account Number | Ballot Status | Instructor Name | Date Instructed | Approver Name | Date Approved | Votable Shares | Shares Voted | |
Griffin Instl Access Fund - Center Square, 141917.1 | 141917.1 | Confirmed | Auto-Instructed | 05/09/2017 | Auto-Approved | 05/09/2017 | 2,930 | 2,930 | |
Total Shares: | 2,930 | 2,930 |
Parkway, Inc.
Meeting Date: 05/23/2017 | Country: USA | Primary Security ID: 70156Q107 | Meeting ID: 1134823 | |
Record Date: 03/24/2017 | Meeting Type: Annual | Ticker: PKY | ||
Primary CUSIP: 70156Q107 | Primary ISIN: US70156Q1076 | Primary SEDOL: BDCVWT4 | Proxy Level: 3 | |
Shares Voted: 5,410 | Votable Shares: 5,410 | Shares Instructed: 5,410 | ||
Total Ballots: 1 | Voting Policy: ISS |
Proposal Number | Proposal Text | Proponent | Votable Proponent | Mgmt Rec | ISS Rec | Voting Policy Rec | Vote Instruction | Vote Against Mgmt | Vote Against Policy | Vote Against ISS |
1.1 | Elect Director Avi Banyasz | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted.James Thomas, James Heistand, Avi Banyasz, James Hance Jr., Frank Johnson III, Craig Jones and R. Dary Stone are new directors at this year’s annual meeting and may not have been present at the time the problematic practices took place. Case-by-case analysis | ||||||||||
1.2 | Elect Director James H. Hance, Jr. | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted.James Thomas, James Heistand, Avi Banyasz, James Hance Jr., Frank Johnson III, Craig Jones and R. Dary Stone are new directors at this year’s annual meeting and may not have been present at the time the problematic practices took place. Case-by-case analysis | ||||||||||
1.3 | Elect Director James R. Heistand | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted.James Thomas, James Heistand, Avi Banyasz, James Hance Jr., Frank Johnson III, Craig Jones and R. Dary Stone are new directors at this year’s annual meeting and may not have been present at the time the problematic practices took place. Case-by-case analysis | ||||||||||
1.4 | Elect Director Frank J. “Tripp” Johnson, III | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted.James Thomas, James Heistand, Avi Banyasz, James Hance Jr., Frank Johnson III, Craig Jones and R. Dary Stone are new directors at this year’s annual meeting and may not have been present at the time the problematic practices took place. Case-by-case analysis | ||||||||||
1.5 | Elect Director Craig B. Jones | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted.James Thomas, James Heistand, Avi Banyasz, James Hance Jr., Frank Johnson III, Craig Jones and R. Dary Stone are new directors at this year’s annual meeting and may not have been present at the time the problematic practices took place. Case-by-case analysis |
* | Shares on loan data is only provided for a select group of custodians. Please contact your ISS Account Manager with any questions. |
Page 32 of 55
Vote Summary Report
Date range covered: 04/01/2017 to 06/30/2017
Location(s): All Locations
Institution Account(s): Griffin Instl Access Fund - Center Square
Parkway, Inc.
Proposal Number | Proposal Text | Proponent | Votable Proposal | Mgmt Rec | ISS Rec | Voting Policy Rec | Vote Instruction | Vote Against Mgmt | Vote Against Policy | Vote Against ISS |
1.6 | Elect Director R. Dary Stone | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted.James Thomas, James Heistand, Avi Banyasz, James Hance Jr., Frank Johnson III, Craig Jones and R. Dary Stone are new directors at this year’s annual meeting and may not have been present at the time the problematic practices took place. Case-by-case analysis | ||||||||||
1.7 | Elect Director James A. Thomas | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted.James Thomas, James Heistand, Avi Banyasz, James Hance Jr., Frank Johnson III, Craig Jones and R. Dary Stone are new directors at this year’s annual meeting and may not have been present at the time the problematic practices took place. Case-by-case analysis | ||||||||||
2 | Approve Nonqualified Employee Stock Purchase Plan | Mgmt | Yes | For | For | For | For | No | No | No |
3 | Amend Omnibus Stock Plan | Mgmt | Yes | For | For | For | For | No | No | No |
4 | Ratify Ernst & Young LLP as Auditors | Mgmt | Yes | For | For | For | For | No | No | No |
Ballot Details
Institutional Account Detail (IA Name, IA Number) | Custodian Account Number | Ballot Status | Instructor Name | Date Instructed | Approver Name | Date Approved | Votable Shares | Shares Voted |
Griffin Instl Access Fund - Center Square, 141917.1 | 141917.1 | Confirmed | Auto-Instructed | 05/10/2017 | Auto-Approved | 05/10/2017 | 5,410 | 5,410 |
Total Shares: | 5,410 | 5,410 |
Hilton Worldwide Holdings Inc.
Meeting Date: 05/24/2017 | Country: USA | Primary Security ID: 43300A203 | Meeting ID: 1138986 | |
Record Date: 03/31/2017 | Meeting Type: Annual | Ticker: HLT | ||
Primary CUSIP: 43300A203 | Primary ISIN: US43300A2033 | Primary SEDOL: BYVMW06 | Proxy Level: 3 | |
Shares Voted: 9,020 | Votable Shares: 9,020 | Shares Instructed: 9,020 | ||
Total Ballots: 1 | Voting Policy: ISS |
Proposal Number | Proposal Text | Proponent | Votable Proposal | Mgmt Rec | ISS Rec | Voting Policy Rec | Vote Instruction | Vote Against Mgmt | Vote Against Policy | Vote Against ISS |
1.1 | Elect Director Christopher J. Nassetta | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1.2 | Elect Director Jonathan D. Gray | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1.3 | Elect Director Charlene T. Begley | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1.4 | Elect Director Jon M. Huntsman, Jr. | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. |
* | Shares on loan data is only provided for a select group of custodians. Please contact your ISS Account Manager with any questions. |
Page 33 of 55
Vote Summary Report
Date range covered: 04/01/2017 to 06/30/2017
Location(s): All Locations
Institution Account(s): Griffin Instl Access Fund - Center Square
Hilton Worldwide Holdings Inc.
Proposal Number | Proposal Text | Proponent | Votable Proposal | Mgmt Rec | ISS Rec | Voting Policy Rec | Vote Instruction | Vote Against Mgmt | Vote Against Policy | Vote Against ISS |
1.5 | Elect Director Judith A. McHale | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1.6 | Elect Director John G. Schreiber | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1.7 | Elect Director Elizabeth A. Smith | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1.8 | Elect Director Douglas M. Steenland | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1.9 | Elect Director William J. Stein | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
2 | Approve Omnibus Stock Plan | Mgmt | Yes | For | For | For | For | No | No | No |
3 | Ratify Ernst & Young LLP as Auditors | Mgmt | Yes | For | For | For | For | No | No | No |
4 | Advisory Vote to Ratify Named Executive Officers’ Compensation | Mgmt | Yes | For | For | For | For | No | No | No |
Ballot Details
Institutional Account Detail (IA Name, IA Number) | Custodian Account Number | Ballot Status | Instructor Name | Date Instructed | Approver Name | Date Approved | Votable Shares | Shares Voted |
Griffin Instl Access Fund - Center Square, 141917.1 | 141917.1 | Confirmed | Auto-Instructed | 05/08/2017 | Auto-Approved | 05/08/2017 | 9,020 | 9,020 |
Total Shares: | 9,020 | 9,020 |
Hudson Pacific Properties, Inc.
Meeting Date: 05/24/2017 | Country: USA | Primary Security ID: 444097109 | Meeting ID: 1136449 | |
Record Date: 03/24/2017 | Meeting Type: Annual | Ticker: HPP | ||
Primary CUSIP: 444097109 | Primary ISIN: US4440971095 | Primary SEDOL: B64B9P8 | Proxy Level: 3 | |
Shares Voted: 7,200 | Votable Shares: 7,200 | Shares Instructed: 7,200 | ||
Total Ballots: 1 | Voting Policy: ISS |
Proposal Number | Proposal Text | Proponent | Votable Proposal | Mgmt Rec | ISS Rec | Voting Policy Rec | Vote Instruction | Vote Against Mgmt | Vote Against Policy | Vote Against ISS |
1.1 | Elect Director Victor J. Coleman | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: Vote AGAINST Governance Committee members Theodore Antenucci, Robert Moran Jr. and Barry Porter for a material governance failure. The company maintains a charter which prohibits or restricts shareholders’ ability to amend the company bylaws. A vote FOR the remaining director nominees is warranted. |
* | Shares on loan data is only provided for a select group of custodians. Please contact your ISS Account Manager with any questions. |
Page 34 of 55
Vote Summary Report
Date range covered: 04/01/2017 to 06/30/2017
Location(s): All Locations
Institution Account(s): Griffin Instl Access Fund - Center Square
Hudson Pacific Properties, Inc.
Proposal Number | Proposal Text | Proponent | Votable Proposal | Mgmt Rec | ISS Rec | Voting Policy Rec | Vote Instruction | Vote Against Mgmt | Vote Against Policy | Vote Against ISS |
1.2 | Elect Director Theodore R. Antenucci | Mgmt | Yes | For | Against | Against | For | No | Yes | Yes |
Voter Rationale: 1- CenterSquare disagrees with the ISS policy to vote against directors where the company maintains a charter prohibiting or restricting shareholders’ ability to amend the company bylaws. Many REITs have charters that are amendable only by board rather than through a direct vote of shareholders. Shareholders should not be given blank check allowance to recommend changes to the corporation bylaws without first meeting some threshold of ownership and material interest in the corporation similar to proxy access rules (which are coalescing around a 3% threshold). The position held by ISS is well-intentioned, but not practical and carries with it some potentially damaging unintended consequences. Unfettered access by small, short-term and self-serving parties could lead to “nuisance” provisions being put forth on proxies or provisions that are and should remain the domain of boards and management teams. For example, in recent years labor unions who were holders of as little as $2,000 of stock (the S.E.C. minimum) for short-periods of time have put forth provisions that would require the REIT to exclusively use union labor and submit themselves to other practices that primarily serve the interests of the party proposing the amendment. Such proposals can be a costly distraction to management teams and boards. | ||||||||||
Voting Policy Rationale: Vote AGAINST Governance Committee members Theodore Antenucci, Robert Moran Jr. and Barry Porter for a material governance failure. The company maintains a charter which prohibits or restricts shareholders’ ability to amend the company bylaws. A vote FOR the remaining director nominees is warranted. | ||||||||||
1.3 | Elect Director Frank Cohen | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: Vote AGAINST Governance Committee members Theodore Antenucci, Robert Moran Jr. and Barry Porter for a material governance failure. The company maintains a charter which prohibits or restricts shareholders’ ability to amend the company bylaws. A vote FOR the remaining director nominees is warranted. | ||||||||||
1.4 | Elect Director Richard B. Fried | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: Vote AGAINST Governance Committee members Theodore Antenucci, Robert Moran Jr. and Barry Porter for a material governance failure. The company maintains a charter which prohibits or restricts shareholders’ ability to amend the company bylaws. A vote FOR the remaining director nominees is warranted. | ||||||||||
1.5 | Elect Director Jonathan M. Glaser | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: Vote AGAINST Governance Committee members Theodore Antenucci, Robert Moran Jr. and Barry Porter for a material governance failure. The company maintains a charter which prohibits or restricts shareholders’ ability to amend the company bylaws. A vote FOR the remaining director nominees is warranted. | ||||||||||
1.6 | Elect Director Robert L. Harris, II | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: Vote AGAINST Governance Committee members Theodore Antenucci, Robert Moran Jr. and Barry Porter for a material governance failure. The company maintains a charter which prohibits or restricts shareholders’ ability to amend the company bylaws. A vote FOR the remaining director nominees is warranted. | ||||||||||
1.7 | Elect Director Mark D. Linehan | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: Vote AGAINST Governance Committee members Theodore Antenucci, Robert Moran Jr. and Barry Porter for a material governance failure. The company maintains a charter which prohibits or restricts shareholders’ ability to amend the company bylaws. A vote FOR the remaining director nominees is warranted. |
* | Shares on loan data is only provided for a select group of custodians. Please contact your ISS Account Manager with any questions. |
Page 35 of 55
Vote Summary Report
Date range covered: 04/01/2017 to 06/30/2017
Location(s): All Locations
Institution Account(s): Griffin Instl Access Fund - Center Square
Hudson Pacific Properties, Inc.
Proposal Number | Proposal Text | Proponent | Votable Proposal | Mgmt Rec | ISS Rec | Voting Policy Rec | Vote Instruction | Vote Against Mgmt | Vote Against Policy | Vote Against ISS |
1.8 | Elect Director Robert M. Moran, Jr. | Mgmt | Yes | For | Against | Against | For | No | Yes | Yes |
Voter Rationale: 1- CenterSquare disagrees with the ISS policy to vote against directors where the company maintains a charter prohibiting or restricting shareholders’ ability to amend the company bylaws. Many REITs have charters that are amendable only by board rather than through a direct vote of shareholders. Shareholders should not be given blank check allowance to recommend changes to the corporation bylaws without first meeting some threshold of ownership and material interest in the corporation similar to proxy access rules (which are coalescing around a 3% threshold). The position held by ISS is well-intentioned, but not practical and carries with it some potentially damaging unintended consequences. Unfettered access by small, short-term and self-serving parties could lead to “nuisance” provisions being put forth on proxies or provisions that are and should remain the domain of boards and management teams. For example, in recent years labor unions who were holders of as little as $2,000 of stock (the S.E.C. minimum) for short-periods of time have put forth provisions that would require the REIT to exclusively use union labor and submit themselves to other practices that primarily serve the interests of the party proposing the amendment. Such proposals can be a costly distraction to management teams and boards. | ||||||||||
Voting Policy Rationale: Vote AGAINST Governance Committee members Theodore Antenucci, Robert Moran Jr. and Barry Porter for a material governance failure. The company maintains a charter which prohibits or restricts shareholders’ ability to amend the company bylaws. A vote FOR the remaining director nominees is warranted. | ||||||||||
1.9 | Elect Director Michael Nash | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: Vote AGAINST Governance Committee members Theodore Antenucci, Robert Moran Jr. and Barry Porter for a material governance failure. The company maintains a charter which prohibits or restricts shareholders’ ability to amend the company bylaws. A vote FOR the remaining director nominees is warranted. | ||||||||||
1.10 | Elect Director Barry A. Porter | Mgmt | Yes | For | Against | Against | For | No | Yes | Yes |
Voter Rationale: 1- CenterSquare disagrees with the ISS policy to vote against directors where the company maintains a charter prohibiting or restricting shareholders’ ability to amend the company bylaws. Many REITs have charters that are amendable only by board rather than through a direct vote of shareholders. Shareholders should not be given blank check allowance to recommend changes to the corporation bylaws without first meeting some threshold of ownership and material interest in the corporation similar to proxy access rules (which are coalescing around a 3% threshold). The position held by ISS is well-intentioned, but not practical and carries with it some potentially damaging unintended consequences. Unfettered access by small, short-term and self-serving parties could lead to “nuisance” provisions being put forth on proxies or provisions that are and should remain the domain of boards and management teams. For example, in recent years labor unions who were holders of as little as $2,000 of stock (the S.E.C. minimum) for short-periods of time have put forth provisions that would require the REIT to exclusively use union labor and submit themselves to other practices that primarily serve the interests of the party proposing the amendment. Such proposals can be a costly distraction to management teams and boards. | ||||||||||
Voting Policy Rationale: Vote AGAINST Governance Committee members Theodore Antenucci, Robert Moran Jr. and Barry Porter for a material governance failure. The company maintains a charter which prohibits or restricts shareholders’ ability to amend the company bylaws. A vote FOR the remaining director nominees is warranted. | ||||||||||
2 | Amend Omnibus Stock Plan | Mgmt | Yes | For | For | For | For | No | No | No |
3 | Ratify Ernst & Young LLP as Auditors | Mgmt | Yes | For | For | For | For | No | No | No |
4 | Advisory Vote to Ratify Named Executive Officers’ Compensation | Mgmt | Yes | For | For | For | For | No | No | No |
5 | Advisory Vote on Say on Pay Frequency | Mgmt | Yes | One Year | One Year | One Year | One Year | No | No | No |
6 | Report on Steps Taken to Increase Board Diversity | SH | Yes | Against | For | For | For | Yes | No | No |
Voting Policy Rationale: A vote FOR this resolution is warranted because the company’s board nomination criteria do not specifically ensure the consideration of women or minorities as a diversity characteristic for potential board nominees. In addition, the composition of the board, which has no women representation, makes it an outlier among its industry peers. |
* | Shares on loan data is only provided for a select group of custodians. Please contact your ISS Account Manager with any questions. |
Page 36 of 55
Vote Summary Report
Date range covered: 04/01/2017 to 06/30/2017
Location(s): All Locations
Institution Account(s): Griffin Instl Access Fund - Center Square
Hudson Pacific Properties, Inc.
Ballot Details
Institutional Account Detail (IA Name, IA Number) | Custodian Account Number | Ballot Status | Instructor Name | Date Instructed | Approver Name | Date Approved | Votable Shares | Shares Voted |
Griffin Instl Access Fund - Center Square, 141917.1 | 141917.1 | Confirmed | lconklin | 05/15/2017 | lconklin | 05/15/2017 | 7,200 | 7,200 |
Total Shares: | 7,200 | 7,200 |
CubeSmart
Meeting Date: 05/31/2017 | Country: USA | Primary Security ID: 229663109 | Meeting ID: 1140416 |
Record Date: 03/15/2017 | Meeting Type: Annual | Ticker: CUBE |
Primary CUSIP: 229663109 | Primary ISIN: US2296631094 | Primary SEDOL: B6SW913 | Proxy Level: 3 |
Shares Voted: 16,380 | Votable Shares: 16,380 | Shares Instructed: 16,380 | |
Total Ballots: 1 | Voting Policy: ISS |
Proposal Number | Proposal Text | Proponent | Votable Proposal | Mgmt Rec | ISS Rec | Voting Policy Rec | Vote Instruction | Vote Against Mgmt | Vote Against Policy | Vote Against ISS |
1.1 | Elect Director William M. Diefenderfer, III | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1.2 | Elect Director Piero Bussani | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1.3 | Elect Director Christopher P. Marr | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1.4 | Elect Director Marianne M. Keler | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1.5 | Elect Director Deborah Ratner Salzberg | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1.6 | Elect Director John F. Remondi | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1.7 | Elect Director Jeffrey F. Rogatz | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1.8 | Elect Director John W. Fain | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
2 | Ratify KPMG LLP as Auditors | Mgmt | Yes | For | For | For | For | No | No | No |
3 | Advisory Vote to Ratify Named Executive Officers’ Compensation | Mgmt | Yes | For | For | For | For | No | No | No |
* | Shares on loan data is only provided for a select group of custodians. Please contact your ISS Account Manager with any questions. |
Page 37 of 55
Vote Summary Report
Date range covered: 04/01/2017 to 06/30/2017
Location(s): All Locations
Institution Account(s): Griffin Instl Access Fund - Center Square
CubeSmart
Proposal Number | Proposal Text | Proponent | Votable Proposal | Mgmt Rec | ISS Rec | Voting Policy Rec | Vote Instruction | Vote Against Mgmt | Vote Against Policy | Vote Against ISS |
4 | Advisory Vote on Say on Pay Frequency | Mgmt | Yes | One Year | One Year | One Year | One Year | No | No | No |
5 | Amend Declaration of Trust to Provide Shareholders the Ability to Amend the Bylaws | Mgmt | Yes | For | For | For | For | No | No | No |
Ballot Details
Institutional Account Detail (IA Name, IA Number) | Custodian Account Number | Ballot Status | Instructor Name | Date Instructed | Approver Name | Date Approved | Votable Shares | Shares Voted |
Griffin Instl Access Fund - Center Square, 141917.1 | 141917.1 | Confirmed | Auto-Instructed | 05/16/2017 | Auto-Approved | 05/16/2017 | 16,380 | 16,380 |
Total Shares: | 16,380 | 16,380 |
Equinix, Inc.
Meeting Date: 05/31/2017 | Country: USA | Primary Security ID: 29444U700 | Meeting ID: 1142321 |
Record Date: 04/05/2017 | Meeting Type: Annual | Ticker: EQIX |
Primary CUSIP: 29444U700 | Primary ISIN: US29444U7000 | Primary SEDOL: BVLZX12 | Proxy Level: 3 |
Shares Voted: 4,360 | Votable Shares: 4,360 | Shares Instructed: 4,360 | |
Total Ballots: 1 | Voting Policy: ISS |
Proposal Number | Proposal Text | Proponent | Votable Proposal | Mgmt Rec | ISS Rec | Voting Policy Rec | Vote Instruction | Vote Against Mgmt | Vote Against Policy | Vote Against ISS |
1.1 | Elect Director Thomas Bartlett | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1.2 | Elect Director Nanci Caldwell | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1.3 | Elect Director Gary Hromadko | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1.4 | Elect Director John Hughes | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1.5 | Elect Director Scott Kriens | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1.6 | Elect Director William Luby | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1.7 | Elect Director Irving Lyons, III | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. |
* | Shares on loan data is only provided for a select group of custodians. Please contact your ISS Account Manager with any questions. |
Page 38 of 55
Vote Summary Report
Date range covered: 04/01/2017 to 06/30/2017
Location(s): All Locations
Institution Account(s): Griffin Instl Access Fund - Center Square
Equinix, Inc.
Proposal Number | Proposal Text | Proponent | Votable Proposal | Mgmt Rec | ISS Rec | Voting Policy Rec | Vote Instruction | Vote Against Mgmt | Vote Against Policy | Vote Against ISS |
1.8 | Elect Director Christopher Paisley | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1.9 | Elect Director Stephen Smith | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
1.10 | Elect Director Peter Van Camp | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: A vote FOR the director nominees is warranted. | ||||||||||
2 | Advisory Vote to Ratify Named Executive Officers’ Compensation | Mgmt | Yes | For | For | For | For | No | No | No |
3 | Advisory Vote on Say on Pay Frequency | Mgmt | Yes | One Year | One Year | One Year | One Year | No | No | No |
4 | Re-approve Material Terms for Long-Term Incentive Performance Awards | Mgmt | Yes | For | For | For | For | No | No | No |
5 | Ratify PricewaterhouseCoopers LLP as Auditors | Mgmt | Yes | For | For | For | For | No | No | No |
Ballot Details
Institutional Account Detail (IA Name, IA Number) | Custodian Account Number | Ballot Status | Instructor Name | Date Instructed | Approver Name | Date Approved | Votable Shares | Shares Voted |
Griffin Instl Access Fund - Center Square, 141917.1 | 141917.1 | Confirmed | Auto-Instructed | 05/16/2017 | Auto-Approved | 05/16/2017 | 4,360 | 4,360 |
Total Shares: | 4,360 | 4,360 |
Douglas Emmett, Inc.
Meeting Date: 06/01/2017 | Country: USA | Primary Security ID: 25960P109 | Meeting ID: 1139931 | |
Record Date: 04/05/2017 | Meeting Type: Annual | Ticker: DEI | ||
Primary CUSIP: 25960P109 | Primary ISIN: US25960P1093 | Primary SEDOL: B1G3M58 | Proxy Level: 3 | |
Shares Voted: 26,230 | Votable Shares: 26,230 | Shares Instructed: 26,230 | ||
Total Ballots: 1 | Voting Policy: ISS |
Proposal Number | Proposal Text | Proponent | Votable Proposal | Mgmt Rec | ISS Rec | Voting Policy Rec | Vote Instruction | Vote Against Mgmt | Vote Against Policy | Vote Against ISS |
1.1 | Elect Director Dan A. Emmett | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: WITHHOLD votes are warranted for Nominating and Corporate Governance Committee members William Simon Jr., Virginia McFerran and Thomas O’Hern for a material governance failure. The company’s governing documents prohibit shareholders from amending the bylaws. A vote FOR the remaining director nominees is warranted. | ||||||||||
1.2 | Elect Director Jordan L. Kaplan | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: WITHHOLD votes are warranted for Nominating and Corporate Governance Committee members William Simon Jr., Virginia McFerran and Thomas O’Hern for a material governance failure. The company’s governing documents prohibit shareholders from amending the bylaws. A vote FOR the remaining director nominees is warranted. |
* | Shares on loan data is only provided for a select group of custodians. Please contact your ISS Account Manager with any questions. |
Page 39 of 55
Vote Summary Report
Date range covered: 04/01/2017 to 06/30/2017
Location(s): All Locations
Institution Account(s): Griffin Instl Access Fund - Center Square
Douglas Emmett, Inc.
Proposal Number | Proposal Text | Proponent | Votable Proposal | Mgmt Rec | ISS Rec | Voting Policy Rec | Vote Instruction | Vote Against Mgmt | Vote Against Policy | Vote Against ISS |
1.3 | Elect Director Kenneth M. Panzer | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: WITHHOLD votes are warranted for Nominating and Corporate Governance Committee members William Simon Jr., Virginia McFerran and Thomas O’Hern for a material governance failure. The company’s governing documents prohibit shareholders from amending the bylaws. A vote FOR the remaining director nominees is warranted. | ||||||||||
1.4 | Elect Director Christopher H. Anderson | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: WITHHOLD votes are warranted for Nominating and Corporate Governance Committee members William Simon Jr., Virginia McFerran and Thomas O’Hern for a material governance failure. The company’s governing documents prohibit shareholders from amending the bylaws. A vote FOR the remaining director nominees is warranted. | ||||||||||
1.5 | Elect Director Leslie E. Bider | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: WITHHOLD votes are warranted for Nominating and Corporate Governance Committee members William Simon Jr., Virginia McFerran and Thomas O’Hern for a material governance failure. The company’s governing documents prohibit shareholders from amending the bylaws. A vote FOR the remaining director nominees is warranted. | ||||||||||
1.6 | Elect Director David T. Feinberg | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: WITHHOLD votes are warranted for Nominating and Corporate Governance Committee members William Simon Jr., Virginia McFerran and Thomas O’Hern for a material governance failure. The company’s governing documents prohibit shareholders from amending the bylaws. A vote FOR the remaining director nominees is warranted. | ||||||||||
1.7 | Elect Director Virginia A. McFerran | Mgmt | Yes | For | Withhold | Withhold | For | No | Yes | Yes |
Voter Rationale: 1- CenterSquare disagrees with the ISS policy to vote against directors where the company maintains a charter prohibiting or restricting shareholders’ ability to amend the company bylaws. Many REITs have charters that are amendable only by board rather than through a direct vote of shareholders. Shareholders should not be given blank check allowance to recommend changes to the corporation bylaws without first meeting some threshold of ownership and material interest in the corporation similar to proxy access rules (which are coalescing around a 3% threshold). The position held by ISS is well-intentioned, but not practical and carries with it some potentially damaging unintended consequences. Unfettered access by small, short-term and self-serving parties could lead to “nuisance” provisions being put forth on proxies or provisions that are and should remain the domain of boards and management teams. For example, in recent years labor unions who were holders of as little as $2,000 of stock (the S.E.C. minimum) for short-periods of time have put forth provisions that would require the REIT to exclusively use union labor and submit themselves to other practices that primarily serve the interests of the party proposing the amendment. Such proposals can be a costly distraction to management teams and boards. | ||||||||||
Voting Policy Rationale: WITHHOLD votes are warranted for Nominating and Corporate Governance Committee members William Simon Jr., Virginia McFerran and Thomas O’Hern for a material governance failure. The company’s governing documents prohibit shareholders from amending the bylaws. A vote FOR the remaining director nominees is warranted. | ||||||||||
1.8 | Elect Director Thomas E. O’Hern | Mgmt | Yes | For | Withhold | Withhold | For | No | Yes | Yes |
Voter Rationale: 1- CenterSquare disagrees with the ISS policy to vote against directors where the company maintains a charter prohibiting or restricting shareholders’ ability to amend the company bylaws. Many REITs have charters that are amendable only by board rather than through a direct vote of shareholders. Shareholders should not be given blank check allowance to recommend changes to the corporation bylaws without first meeting some threshold of ownership and material interest in the corporation similar to proxy access rules (which are coalescing around a 3% threshold). The position held by ISS is well-intentioned, but not practical and carries with it some potentially damaging unintended consequences. Unfettered access by small, short-term and self-serving parties could lead to “nuisance” provisions being put forth on proxies or provisions that are and should remain the domain of boards and management teams. For example, in recent years labor unions who were holders of as little as $2,000 of stock (the S.E.C. minimum) for short-periods of time have put forth provisions that would require the REIT to exclusively use union labor and submit themselves to other practices that primarily serve the interests of the party proposing the amendment. Such proposals can be a costly distraction to management teams and boards. | ||||||||||
Voting Policy Rationale: WITHHOLD votes are warranted for Nominating and Corporate Governance Committee members William Simon Jr., Virginia McFerran and Thomas O’Hern for a material governance failure. The company’s governing documents prohibit shareholders from amending the bylaws. A vote FOR the remaining director nominees is warranted. |
* | Shares on loan data is only provided for a select group of custodians. Please contact your ISS Account Manager with any questions. |
Page 40 of 55
Vote Summary Report
Date range covered: 04/01/2017 to 06/30/2017
Location(s): All Locations
Institution Account(s): Griffin Instl Access Fund - Center Square
Douglas Emmett, Inc.
Proposal Number | Proposal Text | Proponent | Votable Proposal | Mgmt Rec | ISS Rec | Voting Policy Rec | Vote Instruction | Vote Against Mgmt | Vote Against Policy | Vote Against ISS |
1.9 | Elect Director William E. Simon, Jr. | Mgmt | Yes | For | Withhold | Withhold | For | No | Yes | Yes |
Voter Rationale: 1- CenterSquare disagrees with the ISS policy to vote against directors where the company maintains a charter prohibiting or restricting shareholders’ ability to amend the company bylaws. Many REITs have charters that are amendable only by board rather than through a direct vote of shareholders. Shareholders should not be given blank check allowance to recommend changes to the corporation bylaws without first meeting some threshold of ownership and material interest in the corporation similar to proxy access rules (which are coalescing around a 3% threshold). The position held by ISS is well-intentioned, but not practical and carries with it some potentially damaging unintended consequences. Unfettered access by small, short-term and self-serving parties could lead to “nuisance” provisions being put forth on proxies or provisions that are and should remain the domain of boards and management teams. For example, in recent years labor unions who were holders of as little as $2,000 of stock (the S.E.C. minimum) for short-periods of time have put forth provisions that would require the REIT to exclusively use union labor and submit themselves to other practices that primarily serve the interests of the party proposing the amendment. Such proposals can be a costly distraction to management teams and boards. | ||||||||||
Voting Policy Rationale: WITHHOLD votes are warranted for Nominating and Corporate Governance Committee members William Simon Jr., Virginia McFerran and Thomas O’Hern for a material governance failure. The company’s governing documents prohibit shareholders from amending the bylaws. A vote FOR the remaining director nominees is warranted. | ||||||||||
2 | Ratify Ernst & Young LLP as Auditors | Mgmt | Yes | For | For | For | For | No | No | No |
3 | Advisory Vote to Ratify Named Executive Officers’ Compensation | Mgmt | Yes | For | For | For | For | No | No | No |
4 | Advisory Vote on Say on Pay Frequency | Mgmt | Yes | None | One Year | One Year | One Year | No | No | No |
Ballot Details
Institutional Account Detail (IA Name, IA Number) | Custodian Account Number | Ballot Status | Instructor Name | Date Instructed | Approver Name | Date Approved | Votable Shares | Shares Voted |
Griffin Instl Access Fund - Center Square, 141917.1 | 141917.1 | Confirmed | lconklin | 05/24/2017 | lconklin | 05/24/2017 | 26,230 | 26,230 |
Total Shares: | 26,230 | 26,230 |
SL Green Realty Corp.
Meeting Date: 06/01/2017 | Country: USA | Primary Security ID: 78440X101 | Meeting ID: 1147201 | |
Record Date: 03/31/2017 | Meeting Type: Annual | Ticker: SLG | ||
Primary CUSIP: 78440X101 | Primary ISIN: US78440X1019 | Primary SEDOL: 2096847 | Proxy Level: 3 | |
Shares Voted: 2,520 | Votable Shares: 2,520 | Shares Instructed: 2,520 | ||
Total Ballots: 1 | Voting Policy: ISS |
Proposal Number | Proposal Text | Proponent | Votable Proposal | Mgmt Rec | ISS Rec | Voting Policy Rec | Vote Instruction | Vote Against Mgmt | Vote Against Policy | Vote Against ISS |
1a | Elect Director Betsy Atkins | Mgmt | Yes | For | Against | Against | For | No | Yes | Yes |
* | Shares on loan data is only provided for a select group of custodians. Please contact your ISS Account Manager with any questions. |
Page 41 of 55
Vote Summary Report
Date range covered: 04/01/2017 to 06/30/2017
Location(s): All Locations
Institution Account(s): Griffin Instl Access Fund - Center Square
SL Green Realty Corp.
Proposal Number | Proposal Text | Proponent | Votable Proposal | Mgmt Rec | ISS Rec | Voting Policy Rec | Vote Instruction | Vote Against Mgmt | Vote Against Policy | Vote Against ISS |
Voter Rationale: 1- CenterSquare disagrees with the ISS policy to vote against directors where the company maintains a charter prohibiting or restricting shareholders’ ability to amend the company bylaws. Many REITs have charters that are amendable only by board rather than through a direct vote of shareholders. Shareholders should not be given blank check allowance to recommend changes to the corporation bylaws without first meeting some threshold of ownership and material interest in the corporation similar to proxy access rules (which are coalescing around a 3% threshold). The position held by ISS is well-intentioned, but not practical and carries with it some potentially damaging unintended consequences. Unfettered access by small, short-term and self-serving parties could lead to “nuisance” provisions being put forth on proxies or provisions that are and should remain the domain of boards and management teams. For example, in recent years labor unions who were holders of as little as $2,000 of stock (the S.E.C. minimum) for short-periods of time have put forth provisions that would require the REIT to exclusively use union labor and submit themselves to other practices that primarily serve the interests of the party proposing the amendment. Such proposals can be a costly distraction to management teams and boards. | ||||||||||
Voting Policy Rationale: Vote AGAINST Betsy Atkins and John Levy for a material governance failure. The company maintains governing documents that prohibit shareholders from amending the company bylaws. Further AGAINST votes are warranted for compensation committee member John Levy due to the committee’s failure to adequately respond to last year’s low say-on-pay vote result. A vote FOR the remaining director nominee is warranted. | ||||||||||
1b | Elect Director Marc Holliday | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: Vote AGAINST Betsy Atkins and John Levy for a material governance failure. The company maintains governing documents that prohibit shareholders from amending the company bylaws. Further AGAINST votes are warranted for compensation committee member John Levy due to the committee’s failure to adequately respond to last year’s low say-on-pay vote result. A vote FOR the remaining director nominee is warranted. | ||||||||||
1c | Elect Director John S. Levy | Mgmt | Yes | For | Against | Against | For | No | Yes | Yes |
Voter Rationale: 1- CenterSquare disagrees with the ISS policy to vote against directors where the company maintains a charter prohibiting or restricting shareholders’ ability to amend the company bylaws. Many REITs have charters that are amendable only by board rather than through a direct vote of shareholders. Shareholders should not be given blank check allowance to recommend changes to the corporation bylaws without first meeting some threshold of ownership and material interest in the corporation similar to proxy access rules (which are coalescing around a 3% threshold). The position held by ISS is well-intentioned, but not practical and carries with it some potentially damaging unintended consequences. Unfettered access by small, short-term and self-serving parties could lead to “nuisance” provisions being put forth on proxies or provisions that are and should remain the domain of boards and management teams. For example, in recent years labor unions who were holders of as little as $2,000 of stock (the S.E.C. minimum) for short-periods of time have put forth provisions that would require the REIT to exclusively use union labor and submit themselves to other practices that primarily serve the interests of the party proposing the amendment. Such proposals can be a costly distraction to management teams and boards. | ||||||||||
Voting Policy Rationale: Vote AGAINST Betsy Atkins and John Levy for a material governance failure. The company maintains governing documents that prohibit shareholders from amending the company bylaws. Further AGAINST votes are warranted for compensation committee member John Levy due to the committee’s failure to adequately respond to last year’s low say-on-pay vote result. A vote FOR the remaining director nominee is warranted. | ||||||||||
2 | Advisory Vote to Ratify Named Executive Officers’ Compensation | Mgmt | Yes | For | Against | Against | Against | Yes | No | No |
Voting Policy Rationale: A vote AGAINST this proposal is warranted. The CEO received a sizeable increase to his already high base salary without a disclosed rationale. Furthermore, performance awards, which utilize annual performance periods, continue to provide multiple opportunities for vesting, and the CEO is guaranteed to receive a set number of time-vesting stock options in 2016 and 2017. Finally, the company continues to award sizeable discretionary equity bonuses.Furthermore, as the compensation committee failed to respond adequately to shareholder concerns following multiple years of low say-on-pay support, against votes for committee members are warranted as well. See Item 1 for further details. | ||||||||||
3 | Declassify the Board of Directors | Mgmt | Yes | For | For | For | For | No | No | No |
4 | Ratify Ernst & Young LLP as Auditors | Mgmt | Yes | For | For | For | For | No | No | No |
5 | Advisory Vote on Say on Pay Frequency | Mgmt | Yes | One Year | One Year | One Year | One Year | No | No | No |
6 | Report on Pay Disparity | SH | Yes | Against | Against | Against | Against | No | No | No |
* | Shares on loan data is only provided for a select group of custodians. Please contact your ISS Account Manager with any questions. |
Page 42 of 55
Vote Summary Report
Date range covered: 04/01/2017 to 06/30/2017
Location(s): All Locations
Institution Account(s): Griffin Instl Access Fund - Center Square
SL Green Realty Corp.
Ballot Details
Institutional Account Detail (IA Name, IA Number) | Custodian Account Number | Ballot Status | Instructor Name | Date Instructed | Approver Name | Date Approved | Votable Shares | Shares Voted |
Griffin Instl Access Fund - Center Square, 141917.1 | 141917.1 | Confirmed | lconklin | 05/24/2017 | lconklin | 05/24/2017 | 2,520 | 2,520 |
Total Shares: | 2,520 | 2,520 |
STORE Capital Corporation
Meeting Date: 06/01/2017 | Country: USA | Primary Security ID: 862121100 | Meeting ID: 1141953 |
Record Date: 04/03/2017 | Meeting Type: Annual | Ticker: STOR | |
Primary CUSIP: 862121100 | Primary ISIN: US8621211007 | Primary SEDOL: BSKRKJ5 | Proxy Level: 3 |
Shares Voted: 18,590 | Votable Shares: 18,590 | Shares Instructed: 18,590 | |
Total Ballots: 1 | Voting Policy: ISS |
Proposal Number | Proposal Text | Proponent | Votable Proposal | Mgmt Rec | ISS Rec | Voting Policy Rec | Vote Instruction | Vote Against Mgmt | Vote Against Policy | Vote Against ISS |
1.1 | Elect Director Morton H. Fleischer | Mgmt | Yes | For | Withhold | Withhold | For | No | Yes | Yes |
Voter Rationale: 1- CenterSquare disagrees with the ISS policy to vote against directors where the company maintains a charter prohibiting or restricting shareholders’ ability to amend the company bylaws. Many REITs have charters that are amendable only by board rather than through a direct vote of shareholders. Shareholders should not be given blank check allowance to recommend changes to the corporation bylaws without first meeting some threshold of ownership and material interest in the corporation similar to proxy access rules (which are coalescing around a 3% threshold). The position held by ISS is well-intentioned, but not practical and carries with it some potentially damaging unintended consequences. Unfettered access by small, short-term and self-serving parties could lead to “nuisance” provisions being put forth on proxies or provisions that are and should remain the domain of boards and management teams. For example, in recent years labor unions who were holders of as little as $2,000 of stock (the S.E.C. minimum) for short-periods of time have put forth provisions that would require the REIT to exclusively use union labor and submit themselves to other practices that primarily serve the interests of the party proposing the amendment. Such proposals can be a costly distraction to management teams and boards. | ||||||||||
Voting Policy Rationale: WITHHOLD votes from governance committee members Morton Fleischer, Einar Seadler, and Quentin Smith Jr. for a material governance failure. Shareholders are prohibited from amending the bylaws. A vote FOR the remaining director nominees is warranted. | ||||||||||
1.2 | Elect Director Christopher H. Volk | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: WITHHOLD votes from governance committee members Morton Fleischer, Einar Seadler, and Quentin Smith Jr. for a material governance failure. Shareholders are prohibited from amending the bylaws. A vote FOR the remaining director nominees is warranted. | ||||||||||
1.3 | Elect Director Joseph M. Donovan | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: WITHHOLD votes from governance committee members Morton Fleischer, Einar Seadler, and Quentin Smith Jr. for a material governance failure. Shareholders are prohibited from amending the bylaws. A vote FOR the remaining director nominees is warranted. | ||||||||||
1.4 | Elect Director Mary Fedewa | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: WITHHOLD votes from governance committee members Morton Fleischer, Einar Seadler, and Quentin Smith Jr. for a material governance failure. Shareholders are prohibited from amending the bylaws. A vote FOR the remaining director nominees is warranted. |
* | Shares on loan data is only provided for a select group of custodians. Please contact your ISS Account Manager with any questions. |
Page 43 of 55
Vote Summary Report
Date range covered: 04/01/2017 to 06/30/2017
Location(s): All Locations
Institution Account(s): Griffin Instl Access Fund - Center Square
STORE Capital Corporation
Proposal Number | Proposal Text | Proponent | Votable Proposal | Mgmt Rec | ISS Rec | Voting Policy Rec | Vote Instruction | Vote Against Mgmt | Vote Against Policy | Vote Against ISS |
1.5 | Elect Director William F. Hipp | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: WITHHOLD votes from governance committee members Morton Fleischer, Einar Seadler, and Quentin Smith Jr. for a material governance failure. Shareholders are prohibited from amending the bylaws. A vote FOR the remaining director nominees is warranted. | ||||||||||
1.6 | Elect Director Einar A. Seadler | Mgmt | Yes | For | Withhold | Withhold | For | No | Yes | Yes |
Voter Rationale: 1- CenterSquare disagrees with the ISS policy to vote against directors where the company maintains a charter prohibiting or restricting shareholders’ ability to amend the company bylaws. Many REITs have charters that are amendable only by board rather than through a direct vote of shareholders. Shareholders should not be given blank check allowance to recommend changes to the corporation bylaws without first meeting some threshold of ownership and material interest in the corporation similar to proxy access rules (which are coalescing around a 3% threshold). The position held by ISS is well-intentioned, but not practical and carries with it some potentially damaging unintended consequences. Unfettered access by small, short-term and self-serving parties could lead to “nuisance” provisions being put forth on proxies or provisions that are and should remain the domain of boards and management teams. For example, in recent years labor unions who were holders of as little as $2,000 of stock (the S.E.C. minimum) for short-periods of time have put forth provisions that would require the REIT to exclusively use union labor and submit themselves to other practices that primarily serve the interests of the party proposing the amendment. Such proposals can be a costly distraction to management teams and boards. | ||||||||||
Voting Policy Rationale: WITHHOLD votes from governance committee members Morton Fleischer, Einar Seadler, and Quentin Smith Jr. for a material governance failure. Shareholders are prohibited from amending the bylaws. A vote FOR the remaining director nominees is warranted. | ||||||||||
1.7 | Elect Director Mark N. Sklar | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: WITHHOLD votes from governance committee members Morton Fleischer, Einar Seadler, and Quentin Smith Jr. for a material governance failure. Shareholders are prohibited from amending the bylaws. A vote FOR the remaining director nominees is warranted. | ||||||||||
1.8 | Elect Director Quentin P. Smith, Jr. | Mgmt | Yes | For | Withhold | Withhold | For | No | Yes | Yes |
Voter Rationale: 1- CenterSquare disagrees with the ISS policy to vote against directors where the company maintains a charter prohibiting or restricting shareholders’ ability to amend the company bylaws. Many REITs have charters that are amendable only by board rather than through a direct vote of shareholders. Shareholders should not be given blank check allowance to recommend changes to the corporation bylaws without first meeting some threshold of ownership and material interest in the corporation similar to proxy access rules (which are coalescing around a 3% threshold). The position held by ISS is well-intentioned, but not practical and carries with it some potentially damaging unintended consequences. Unfettered access by small, short-term and self-serving parties could lead to “nuisance” provisions being put forth on proxies or provisions that are and should remain the domain of boards and management teams. For example, in recent years labor unions who were holders of as little as $2,000 of stock (the S.E.C. minimum) for short-periods of time have put forth provisions that would require the REIT to exclusively use union labor and submit themselves to other practices that primarily serve the interests of the party proposing the amendment. Such proposals can be a costly distraction to management teams and boards. | ||||||||||
Voting Policy Rationale: WITHHOLD votes from governance committee members Morton Fleischer, Einar Seadler, and Quentin Smith Jr. for a material governance failure. Shareholders are prohibited from amending the bylaws. A vote FOR the remaining director nominees is warranted. | ||||||||||
2 | Advisory Vote to Ratify Named Executive Officers’ Compensation | Mgmt | Yes | For | For | For | For | No | No | No |
3 | Ratify Ernst & Young LLP as Auditors | Mgmt | Yes | For | For | For | For | No | No | No |
Ballot Details
Institutional Account Detail (IA Name, IA Number) | Custodian Account Number | Ballot Status | Instructor Name | Date Instructed | Approver Name | Date Approved | Votable Shares | Shares Voted |
Griffin Instl Access Fund - Center Square, 141917.1 | 141917.1 | Confirmed | lconklin | 05/24/2017 | lconklin | 05/24/2017 | 18,590 | 18,590 |
Total Shares: | 18,590 | 18,590 |
* | Shares on loan data is only provided for a select group of custodians. Please contact your ISS Account Manager with any questions. |
Page 44 of 55
Vote Summary Report
Date range covered: 04/01/2017 to 06/30/2017
Location(s): All Locations
Institution Account(s): Griffin Instl Access Fund - Center Square
STORE Capital Corporation
Mack-Cali Realty Corporation
Meeting Date: 06/09/2017 | Country: USA | Primary Security ID: 554489104 | Meeting ID: 1146354 |
Record Date: 04/05/2017 | Meeting Type: Annual | Ticker: CLI | |
Primary CUSIP: 554489104 | Primary ISIN: US5544891048 | Primary SEDOL: 2192314 | Proxy Level: 3 |
Shares Voted: 14,810 | Votable Shares: 14,810 | Shares Instructed: 14,810 | |
Total Ballots: 1 | Voting Policy: ISS |
Proposal Number | Proposal Text | Proponent | Votable Proposal | Mgmt Rec | ISS Rec | Voting Policy Rec | Vote Instruction | Vote Against Mgmt | Vote Against Policy | Vote Against ISS |
1.1 | Elect Director William L. Mack | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: WITHHOLD votes are warranted for governance committee members Kenneth Duberstein, Alan Philibosian, Irvin Reid, and Vincent Tese for a material governance failure. Shareholders are prohibited from amending the bylaws. A vote FOR the remaining director nominees is warranted. | ||||||||||
1.2 | Elect Director Alan S. Bernikow | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: WITHHOLD votes are warranted for governance committee members Kenneth Duberstein, Alan Philibosian, Irvin Reid, and Vincent Tese for a material governance failure. Shareholders are prohibited from amending the bylaws. A vote FOR the remaining director nominees is warranted. | ||||||||||
1.3 | Elect Director Irvin D. Reid | Mgmt | Yes | For | Withhold | Withhold | For | No | Yes | Yes |
Voter Rationale: CenterSquare Rationale: ISS has recommended withholding votes for the directors that sit on the governance committees of REIT whose charters contain a provision which in the words of ISS “prohibits or restricts shareholders’ ability to amend the company bylaws” for what ISS sees as a “material governance failure.” We vehemently disagree with this assessment. A large portion of REITs have charters that are amendable only by the board rather than through a direct vote of shareholders. Consistent with Maryland law, boards generally retain the exclusive power to adopt, alter or repeal any a corporation’s bylaws. ISS’s policy as written applies to all Maryland companies regardless of a particular company’s overall corporate governance practices or its economic performance under its board’s leadership. ISS’s policy is too broad and dogmatic in our opinion. It is well-intentioned, but not practical and it carries with it some potentially damaging unintended consequences. In contrast to ISS’ position, we believe shareholders should not be given blank check allowance to recommend changes to the corporation’s bylaws without first meeting some threshold of ownership and material interest in the corporation similar to proxy access rules (which are coalescing around a 3% threshold). Directors have enforceable legal and fiduciary duties requiring them to act in the best interest of the REIT. Individual stockholders do not. As such individual stockholders could recommend actions that are in their own individual interests and that could damage the broader interests of other stockholders or that of the REIT. In our view, a board is best positioned to ensure that any proposed bylaw amendment is prudent and designed to protect and maximize long-term value for both the REIT and its stockholders.Unfettered access by small, short-term and self-serving parties could lead to “nuisance” provisions being put forth on proxies or provisions that are and should remain the domain of boards and management teams. For example, in recent years labor unions who were holders of as little as $2,000 of stock (the S.E.C minimum) for short-periods of time have put forth provisions that would require the REIT to exclusively use union labor and submit themselves to other practices that primarily serve the interests of the party proposing the amendment. Such proposals can be a costly distraction to management teams and boards. | ||||||||||
Voting Policy Rationale: WITHHOLD votes are warranted for governance committee members Kenneth Duberstein, Alan Philibosian, Irvin Reid, and Vincent Tese for a material governance failure. Shareholders are prohibited from amending the bylaws. A vote FOR the remaining director nominees is warranted. |
* | Shares on loan data is only provided for a select group of custodians. Please contact your ISS Account Manager with any questions. |
Page 45 of 55
Vote Summary Report
Date range covered: 04/01/2017 to 06/30/2017
Location(s): All Locations
Institution Account(s): Griffin Instl Access Fund - Center Square
Mack-Cali Realty Corporation
Proposal Number | Proposal Text | Proponent | Votable Proposal | Mgmt Rec | ISS Rec | Voting Policy Rec | Vote Instruction | Vote Against Mgmt | Vote Against Policy | Vote Against ISS |
1.4 | Elect Director Kenneth M. Duberstein | Mgmt | Yes | For | Withhold | Withhold | For | No | Yes | Yes |
Voter Rationale: CenterSquare Rationale: ISS has recommended withholding votes for the directors that sit on the governance committees of REIT whose charters contain a provision which in the words of ISS “prohibits or restricts shareholders’ ability to amend the company bylaws” for what ISS sees as a “material governance failure.” We vehemently disagree with this assessment. A large portion of REITs have charters that are amendable only by the board rather than through a direct vote of shareholders. Consistent with Maryland law, boards generally retain the exclusive power to adopt, alter or repeal any a corporation’s bylaws. ISS’s policy as written applies to all Maryland companies regardless of a particular company’s overall corporate governance practices or its economic performance under its board’s leadership. ISS’s policy is too broad and dogmatic in our opinion. It is well-intentioned, but not practical and it carries with it some potentially damaging unintended consequences. In contrast to ISS’ position, we believe shareholders should not be given blank check allowance to recommend changes to the corporation’s bylaws without first meeting some threshold of ownership and material interest in the corporation similar to proxy access rules (which are coalescing around a 3% threshold). Directors have enforceable legal and fiduciary duties requiring them to act in the best interest of the REIT. Individual stockholders do not. As such individual stockholders could recommend actions that are in their own individual interests and that could damage the broader interests of other stockholders or that of the REIT. In our view, a board is best positioned to ensure that any proposed bylaw amendment is prudent and designed to protect and maximize long-term value for both the REIT and its stockholders.Unfettered access by small, short-term and self-serving parties could lead to “nuisance” provisions being put forth on proxies or provisions that are and should remain the domain of boards and management teams. For example, in recent years labor unions who were holders of as little as $2,000 of stock (the S.E.C minimum) for short-periods of time have put forth provisions that would require the REIT to exclusively use union labor and submit themselves to other practices that primarily serve the interests of the party proposing the amendment. Such proposals can be a costly distraction to management teams and boards. | ||||||||||
Voting Policy Rationale: WITHHOLD votes are warranted for governance committee members Kenneth Duberstein, Alan Philibosian, Irvin Reid, and Vincent Tese for a material governance failure. Shareholders are prohibited from amending the bylaws. A vote FOR the remaining director nominees is warranted. | ||||||||||
1.5 | Elect Director David S. Mack | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: WITHHOLD votes are warranted for governance committee members Kenneth Duberstein, Alan Philibosian, Irvin Reid, and Vincent Tese for a material governance failure. Shareholders are prohibited from amending the bylaws. A vote FOR the remaining director nominees is warranted. | ||||||||||
1.6 | Elect Director Vincent Tese | Mgmt | Yes | For | Withhold | Withhold | For | No | Yes | Yes |
Voter Rationale: CenterSquare Rationale: ISS has recommended withholding votes for the directors that sit on the governance committees of REIT whose charters contain a provision which in the words of ISS “prohibits or restricts shareholders’ ability to amend the company bylaws” for what ISS sees as a “material governance failure.” We vehemently disagree with this assessment. A large portion of REITs have charters that are amendable only by the board rather than through a direct vote of shareholders. Consistent with Maryland law, boards generally retain the exclusive power to adopt, alter or repeal any a corporation’s bylaws. ISS’s policy as written applies to all Maryland companies regardless of a particular company’s overall corporate governance practices or its economic performance under its board’s leadership. ISS’s policy is too broad and dogmatic in our opinion. It is well-intentioned, but not practical and it carries with it some potentially damaging unintended consequences. In contrast to ISS’ position, we believe shareholders should not be given blank check allowance to recommend changes to the corporation’s bylaws without first meeting some threshold of ownership and material interest in the corporation similar to proxy access rules (which are coalescing around a 3% threshold). Directors have enforceable legal and fiduciary duties requiring them to act in the best interest of the REIT. Individual stockholders do not. As such individual stockholders could recommend actions that are in their own individual interests and that could damage the broader interests of other stockholders or that of the REIT. In our view, a board is best positioned to ensure that any proposed bylaw amendment is prudent and designed to protect and maximize long-term value for both the REIT and its stockholders.Unfettered access by small, short-term and self-serving parties could lead to “nuisance” provisions being put forth on proxies or provisions that are and should remain the domain of boards and management teams. For example, in recent years labor unions who were holders of as little as $2,000 of stock (the S.E.C minimum) for short-periods of time have put forth provisions that would require the REIT to exclusively use union labor and submit themselves to other practices that primarily serve the interests of the party proposing the amendment. Such proposals can be a costly distraction to management teams and boards. | ||||||||||
Voting Policy Rationale: WITHHOLD votes are warranted for governance committee members Kenneth Duberstein, Alan Philibosian, Irvin Reid, and Vincent Tese for a material governance failure. Shareholders are prohibited from amending the bylaws. A vote FOR the remaining director nominees is warranted. |
* | Shares on loan data is only provided for a select group of custodians. Please contact your ISS Account Manager with any questions. |
Page 46 of 55
Vote Summary Report
Date range covered: 04/01/2017 to 06/30/2017
Location(s): All Locations
Institution Account(s): Griffin Instl Access Fund - Center Square
Mack-Cali Realty Corporation
Proposal Number | Proposal Text | Proponent | Votable Proposal | Mgmt Rec | ISS Rec | Voting Policy Rec | Vote Instruction | Vote Against Mgmt | Vote Against Policy | Vote Against ISS |
1.7 | Elect Director Nathan Gantcher | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: WITHHOLD votes are warranted for governance committee members Kenneth Duberstein, Alan Philibosian, Irvin Reid, and Vincent Tese for a material governance failure. Shareholders are prohibited from amending the bylaws. A vote FOR the remaining director nominees is warranted. | ||||||||||
1.8 | Elect Director Alan G. Philibosian | Mgmt | Yes | For | Withhold | Withhold | For | No | Yes | Yes |
Voter Rationale: CenterSquare Rationale: ISS has recommended withholding votes for the directors that sit on the governance committees of REIT whose charters contain a provision which in the words of ISS “prohibits or restricts shareholders’ ability to amend the company bylaws” for what ISS sees as a “material governance failure.” We vehemently disagree with this assessment. A large portion of REITs have charters that are amendable only by the board rather than through a direct vote of shareholders. Consistent with Maryland law, boards generally retain the exclusive power to adopt, alter or repeal any a corporation’s bylaws. ISS’s policy as written applies to all Maryland companies regardless of a particular company’s overall corporate governance practices or its economic performance under its board’s leadership. ISS’s policy is too broad and dogmatic in our opinion. It is well-intentioned, but not practical and it carries with it some potentially damaging unintended consequences. In contrast to ISS’ position, we believe shareholders should not be given blank check allowance to recommend changes to the corporation’s bylaws without first meeting some threshold of ownership and material interest in the corporation similar to proxy access rules (which are coalescing around a 3% threshold). Directors have enforceable legal and fiduciary duties requiring them to act in the best interest of the REIT. Individual stockholders do not. As such individual stockholders could recommend actions that are in their own individual interests and that could damage the broader interests of other stockholders or that of the REIT. In our view, a board is best positioned to ensure that any proposed bylaw amendment is prudent and designed to protect and maximize long-term value for both the REIT and its stockholders.Unfettered access by small, short-term and self-serving parties could lead to “nuisance” provisions being put forth on proxies or provisions that are and should remain the domain of boards and management teams. For example, in recent years labor unions who were holders of as little as $2,000 of stock (the S.E.C minimum) for short-periods of time have put forth provisions that would require the REIT to exclusively use union labor and submit themselves to other practices that primarily serve the interests of the party proposing the amendment. Such proposals can be a costly distraction to management teams and boards. | ||||||||||
Voting Policy Rationale: WITHHOLD votes are warranted for governance committee members Kenneth Duberstein, Alan Philibosian, Irvin Reid, and Vincent Tese for a material governance failure. Shareholders are prohibited from amending the bylaws. A vote FOR the remaining director nominees is warranted. | ||||||||||
1.9 | Elect Director Rebecca Robertson | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: WITHHOLD votes are warranted for governance committee members Kenneth Duberstein, Alan Philibosian, Irvin Reid, and Vincent Tese for a material governance failure. Shareholders are prohibited from amending the bylaws. A vote FOR the remaining director nominees is warranted. |
2 | Advisory Vote to Ratify Named Executive Officers’ Compensation | Mgmt | Yes | For | For | For | For | No | No | No |
3 | Advisory Vote on Say on Pay Frequency | Mgmt | Yes | One Year | One Year | One Year | One Year | No | No | No |
4 | Ratify PricewaterhouseCoopers LLP as Auditors | Mgmt | Yes | For | For | For | For | No | No | No |
Ballot Details | ||||||||
Institutional Account Detail (IA Name, IA Number) | Custodian Account Number | Ballot Status | Instructor Name | Date Instructed | Approver Name | Date Approved | Votable Shares | Shares Voted |
Griffin Instl Access Fund - Center Square, 141917.1 | 141917.1 | Confirmed | lconklin | 05/26/2017 | lconklin | 05/26/2017 | 14,810 | 14,810 |
Total Shares: | 14,810 | 14,810 |
* | Shares on loan data is only provided for a select group of custodians. Please contact your ISS Account Manager with any questions. |
Page 47 of 55
Vote Summary Report
Date range covered: 04/01/2017 to 06/30/2017
Location(s): All Locations
Institution Account(s): Griffin Instl Access Fund - Center Square
American Assets Trust, Inc.
Meeting Date: 06/13/2017 | Country: USA | Primary Security ID: 024013104 | Meeting ID: 1139081 |
Record Date: 04/03/2017 | Meeting Type: Annual | Ticker: AAT | |
Primary CUSIP: 024013104 | Primary ISIN: US0240131047 | Primary SEDOL: B3NTLD4 | Proxy Level: 3 |
Shares Voted: 14,100 | Votable Shares: 14,100 | Shares Instructed: 14,100 | |
Total Ballots: 1 | Voting Policy: ISS |
Proposal Number | Proposal Text | Proponent | Votable Proposal | Mgmt Rec | ISS Rec | Voting Policy Rec | Vote Instruction | Vote Against Mgmt | Vote Against Policy | Vote Against ISS |
1.1 | Elect Director Ernest S. Rady | Mgmt | Yes | For | Withhold | Withhold | For | No | Yes | Yes |
Voter Rationale: 1- CenterSquare disagrees with the ISS policy to vote against directors where the company maintains a charter prohibiting or restricting shareholders’ ability to amend the company bylaws. Many REITs have charters that are amendable only by board rather than through a direct vote of shareholders. Shareholders should not be given blank check allowance to recommend changes to the corporation bylaws without first meeting some threshold of ownership and material interest in the corporation similar to proxy access rules (which are coalescing around a 3% threshold). The position held by ISS is well-intentioned, but not practical and carries with it some potentially damaging unintended consequences. Unfettered access by small, short-term and self-serving parties could lead to “nuisance” provisions being put forth on proxies or provisions that are and should remain the domain of boards and management teams. For example, in recent years labor unions who were holders of as little as $2,000 of stock (the S.E.C. minimum) for short-periods of time have put forth provisions that would require the REIT to exclusively use union labor and submit themselves to other practices that primarily serve the interests of the party proposing the amendment. Such proposals can be a costly distraction to management teams and boards. In the case of items 1.1 and 1.2 specifically, after communicating with the REIT earlier today, it is clear that the issue that caused Tom Olinger to miss one of the regularly scheduled meetings in 2016 for which ISS recommended a withhold vote for him (1.4) was accidentally caused by Ernest Rady due to a scheduling conflict. Earnest assured me he has realized the error and assured me that there will be no such conflicts in 2017. As such, a withhold vote is not warranted for items 1.1 or 1.2 for a failure to address the withhold vote recommended by ISS last year related to this issue for Tom Olinger. AAT response is that it has addressed the issue by ensuring that no scheduling conflicts have or will occur and that Tom Olinger has attended all board meetings so far this year. We agree that this issue has been laid to rest and that a withhold vote for Ernest Rady (1.1) and Larry Finger (1.2) is unwarranted. | ||||||||||
Voting Policy Rationale: WITHHOLD votes are warranted for all director nominees for failure to address the majority withhold vote for a director at last year’s annual meeting.WITHHOLD votes are warranted for director nominee Thomas Olinger for failing to attend at least 75 percent of the board and committee meetings that were scheduled over the past year without a valid reason.WITHHOLD votes are warranted from Duane Nelles, Thomas Olinger, and Robert Sullivan for a material governance failure. Shareholders are prohibited from amending the bylaws. |
* | Shares on loan data is only provided for a select group of custodians. Please contact your ISS Account Manager with any questions. |
Page 48 of 55
Vote Summary Report
Date range covered: 04/01/2017 to 06/30/2017
Location(s): All Locations
Institution Account(s): Griffin Instl Access Fund - Center Square
American Assets Trust, Inc.
Proposal Number | Proposal Text | Proponent | Votable Proposal | Mgmt Rec | ISS Rec | Voting Policy Rec | Vote Instruction | Vote Against Mgmt | Vote Against Policy | Vote Against ISS |
1.2 | Elect Director Larry E. Finger | Mgmt | Yes | For | Withhold | Withhold | For | No | Yes | Yes |
Voter Rationale: 1- CenterSquare disagrees with the ISS policy to vote against directors where the company maintains a charter prohibiting or restricting shareholders’ ability to amend the company bylaws. Many REITs have charters that are amendable only by board rather than through a direct vote of shareholders. Shareholders should not be given blank check allowance to recommend changes to the corporation bylaws without first meeting some threshold of ownership and material interest in the corporation similar to proxy access rules (which are coalescing around a 3% threshold). The position held by ISS is well-intentioned, but not practical and carries with it some potentially damaging unintended consequences. Unfettered access by small, short-term and self-serving parties could lead to “nuisance” provisions being put forth on proxies or provisions that are and should remain the domain of boards and management teams. For example, in recent years labor unions who were holders of as little as $2,000 of stock (the S.E.C. minimum) for short-periods of time have put forth provisions that would require the REIT to exclusively use union labor and submit themselves to other practices that primarily serve the interests of the party proposing the amendment. Such proposals can be a costly distraction to management teams and boards. In the case of items 1.1 and 1.2 specifically, after communicating with the REIT earlier today, it is clear that the issue that caused Tom Olinger to miss one of the regularly scheduled meetings in 2016 for which ISS recommended a withhold vote for him (1.4) was accidentally caused by Ernest Rady due to a scheduling conflict. Earnest assured me he has realized the error and assured me that there will be no such conflicts in 2017. As such, a withhold vote is not warranted for items 1.1 or 1.2 for a failure to address the withhold vote recommended by ISS last year related to this issue for Tom Olinger. AAT response is that it has addressed the issue by ensuring that no scheduling conflicts have or will occur and that Tom Olinger has attended all board meetings so far this year. We agree that this issue has been laid to rest and that a withhold vote for Ernest Rady (1.1) and Larry Finger (1.2) is unwarranted. | ||||||||||
Voting Policy Rationale: WITHHOLD votes are warranted for all director nominees for failure to address the majority withhold vote for a director at last year’s annual meeting.WITHHOLD votes are warranted for director nominee Thomas Olinger for failing to attend at least 75 percent of the board and committee meetings that were scheduled over the past year without a valid reason.WITHHOLD votes are warranted from Duane Nelles, Thomas Olinger, and Robert Sullivan for a material governance failure. Shareholders are prohibited from amending the bylaws. | ||||||||||
1.3 | Elect Director Duane A. Nelles | Mgmt | Yes | For | Withhold | Withhold | For | No | Yes | Yes |
Voter Rationale: 1- CenterSquare disagrees with the ISS policy to vote against directors where the company maintains a charter prohibiting or restricting shareholders’ ability to amend the company bylaws. Many REITs have charters that are amendable only by board rather than through a direct vote of shareholders. Shareholders should not be given blank check allowance to recommend changes to the corporation bylaws without first meeting some threshold of ownership and material interest in the corporation similar to proxy access rules (which are coalescing around a 3% threshold). The pIosition held by ISS is well-intentioned, but not practical and carries with it some potentially damaging unintended consequences. Unfettered access by small, short-term and self-serving parties could lead to “nuisance” provisions being put forth on proxies or provisions that are and should remain the domain of boards and management teams. For example, in recent years labor unions who were holders of as little as $2,000 of stock (the S.E.C. minimum) for short-periods of time have put forth provisions that would require the REIT to exclusively use union labor and submit themselves to other practices that primarily serve the interests of the party proposing the amendment. Such proposals can be a costly distraction to management teams and boards. | ||||||||||
Voting Policy Rationale: WITHHOLD votes are warranted for all director nominees for failure to address the majority withhold vote for a director at last year’s annual meeting.WITHHOLD votes are warranted for director nominee Thomas Olinger for failing to attend at least 75 percent of the board and committee meetings that were scheduled over the past year without a valid reason.WITHHOLD votes are warranted from Duane Nelles, Thomas Olinger, and Robert Sullivan for a material governance failure. Shareholders are prohibited from amending the bylaws. |
* | Shares on loan data is only provided for a select group of custodians. Please contact your ISS Account Manager with any questions. |
Page 49 of 55
Vote Summary Report
Date range covered: 04/01/2017 to 06/30/2017
Location(s): All Locations
Institution Account(s): Griffin Instl Access Fund - Center Square
American Assets Trust, Inc.
Proposal Number | Proposal Text | Proponent | Votable Proposal | Mgmt Rec | ISS Rec | Voting Policy Rec | Vote Instruction | Vote Against Mgmt | Vote Against Policy | Vote Against ISS |
1.4 | Elect Director Thomas S. Olinger | Mgmt | Yes | For | Withhold | Withhold | For | No | Yes | Yes |
Voter Rationale: 1- CenterSquare disagrees with the ISS policy to vote against directors where the company maintains a charter prohibiting or restricting shareholders’ ability to amend the company bylaws. Many REITs have charters that are amendable only by board rather than through a direct vote of shareholders. Shareholders should not be given blank check allowance to recommend changes to the corporation bylaws without first meeting some threshold of ownership and material interest in the corporation similar to proxy access rules (which are coalescing around a 3% threshold). The position held by ISS is well-intentioned, but not practical and carries with it some potentially damaging unintended consequences. Unfettered access by small, short-term and self-serving parties could lead to “nuisance” provisions being put forth on proxies or provisions that are and should remain the domain of boards and management teams. For example, in recent years labor unions who were holders of as little as $2,000 of stock (the S.E.C. minimum) for short-periods of time have put forth provisions that would require the REIT to exclusively use union labor and submit themselves to other practices that primarily serve the interests of the party proposing the amendment. Such proposals can be a costly distraction to management teams and boards. In the case of items 1.1 and 1.2 specifically, after communicating with the REIT earlier today, it is clear that the issue that caused Tom Olinger to miss one of the regularly scheduled meetings in 2016 for which ISS recommended a withhold vote for him (1.4) was accidentally caused by Ernest Rady due to a scheduling conflict. Earnest assured me he has realized the error and assured me that there will be no such conflicts in 2017. As such, a withhold vote is not warranted for items 1.1 or 1.2 for a failure to address the withhold vote recommended by ISS last year related to this issue for Tom Olinger. AAT response is that it has addressed the issue by ensuring that no scheduling conflicts have or will occur and that Tom Olinger has attended all board meetings so far this year. We agree that this issue has been laid to rest and that a withhold vote for Ernest Rady (1.1) and Larry Finger (1.2) is unwarranted. As it specifically related to the withhold vote for Tom Olinger related to both of the items above, we disagree that a withhold vote is warranted. Tom is a valuable and highly respected member of the REIT community, currently being CFO of Prologis. Losing Tom’s leadership on the board would be a dis-service to investors. | ||||||||||
Voting Policy Rationale: WITHHOLD votes are warranted for all director nominees for failure to address the majority withhold vote for a director at last year’s annual meeting.WITHHOLD votes are warranted for director nominee Thomas Olinger for failing to attend at least 75 percent of the board and committee meetings that were scheduled over the past year without a valid reason.WITHHOLD votes are warranted from Duane Nelles, Thomas Olinger, and Robert Sullivan for a material governance failure. Shareholders are prohibited from amending the bylaws. | ||||||||||
1.5 | Elect Director Robert S. Sullivan | Mgmt | Yes | For | Withhold | Withhold | For | No | Yes | Yes |
Voter Rationale: 1- CenterSquare disagrees with the ISS policy to vote against directors where the company maintains a charter prohibiting or restricting shareholders’ ability to amend the company bylaws. Many REITs have charters that are amendable only by board rather than through a direct vote of shareholders. Shareholders should not be given blank check allowance to recommend changes to the corporation bylaws without first meeting some threshold of ownership and material interest in the corporation similar to proxy access rules (which are coalescing around a 3% threshold). The position held by ISS is well-intentioned, but not practical and carries with it some potentially damaging unintended consequences. Unfettered access by small, short-term and self-serving parties could lead to “nuisance” provisions being put forth on proxies or provisions that are and should remain the domain of boards and management teams. For example, in recent years labor unions who were holders of as little as $2,000 of stock (the S.E.C. minimum) for short-periods of time have put forth provisions that would require the REIT to exclusively use union labor and submit themselves to other practices that primarily serve the interests of the party proposing the amendment. Such proposals can be a costly distraction to management teams and boards. | ||||||||||
Voting Policy Rationale: WITHHOLD votes are warranted for all director nominees for failure to address the majority withhold vote for a director at last year’s annual meeting.WITHHOLD votes are warranted for director nominee Thomas Olinger for failing to attend at least 75 percent of the board and committee meetings that were scheduled over the past year without a valid reason.WITHHOLD votes are warranted from Duane Nelles, Thomas Olinger, and Robert Sullivan for a material governance failure. Shareholders are prohibited from amending the bylaws. | ||||||||||
2 | Ratify Ernst & Young LLP as Auditors | Mgmt | Yes | For | For | For | For | No | No | No |
3 | Advisory Vote to Ratify Named Executive Officers’ Compensation | Mgmt | Yes | For | For | For | For | No | No | No |
* | Shares on loan data is only provided for a select group of custodians. Please contact your ISS Account Manager with any questions. |
Page 50 of 55
Vote Summary Report
Date range covered: 04/01/2017 to 06/30/2017
Location(s): All Locations
Institution Account(s): Griffin Instl Access Fund - Center Square
American Assets Trust, Inc.
Ballot Details
Institutional Account Detail (IA Name, IA Number) | Custodian Account Number | Ballot Status | Instructor Name | Date Instructed | Approver Name | Date Approved | Votable Shares | Shares Voted |
Griffin Instl Access Fund - Center Square, 141917.1 | 141917.1 | Confirmed | lconklin | 06/12/2017 | lconklin | 06/12/2017 | 14,100 | 14,100 |
Total Shares: | 14,100 | 14,100 |
Equity Residential
Meeting Date: 06/15/2017 | Country: USA | Primary Security ID: 29476L107 | Meeting ID: 1143234 | |
Record Date: 03/31/2017 | Meeting Type: Annual | Ticker: EQR | ||
Primary CUSIP: 29476L107 | Primary ISIN: US29476L1070 | Primary SEDOL: 2319157 | Proxy Level: 3 | |
Shares Voted: 18,270 | Votable Shares: 18,270 | Shares Instructed: 18,270 | ||
Total Ballots: 1 | Voting Policy: ISS |
Proposal Number | Proposal Text | Proponent | Votable Proposal | Mgmt Rec | ISS Rec | Voting Policy Rec | Vote Instruction | Vote Against Mgmt | Vote Against Policy | Vote Against ISS |
1.1 | Elect Director John W. Alexander | Mgmt | Yes | For | Withhold | Withhold | For | No | Yes | Yes |
Voter Rationale: CenterSquare Rationale: ISS has recommended withholding votes for the directors that sit on the governance committees of REIT whose charters contain a provision which in the words of ISS “prohibits or restricts shareholders’ ability to amend the company bylaws” for what ISS sees as a “material governance failure.” We vehemently disagree with this assessment. A large portion of REITs have charters that are amendable only by the board rather than through a direct vote of shareholders. Consistent with Maryland law, boards generally retain the exclusive power to adopt, alter or repeal any a corporation’s bylaws. ISS’s policy as written applies to all Maryland companies regardless of a particular company’s overall corporate governance practices or its economic performance under its board’s leadership. ISS’s policy is too broad and dogmatic in our opinion. It is well-intentioned, but not practical and it carries with it some potentially damaging unintended consequences. In contrast to ISS’ position, we believe shareholders should not be given blank check allowance to recommend changes to the corporation’s bylaws without first meeting some threshold of ownership and material interest in the corporation similar to proxy access rules (which are coalescing around a 3% threshold). Directors have enforceable legal and fiduciary duties requiring them to act in the best interest of the REIT. Individual stockholders do not. As such individual stockholders could recommend actions that are in their own individual interests and that could damage the broader interests of other stockholders or that of the REIT. In our view, a board is best positioned to ensure that any proposed bylaw amendment is prudent and designed to protect and maximize long-term value for both the REIT and its stockholders.Unfettered access by small, short-term and self-serving parties could lead to “nuisance” provisions being put forth on proxies or provisions that are and should remain the domain of boards and management teams. For example, in recent years labor unions who were holders of as little as $2,000 of stock (the S.E.C minimum) for short-periods of time have put forth provisions that would require the REIT to exclusively use union labor and submit themselves to other practices that primarily serve the interests of the party proposing the amendment. Such proposals can be a costly distraction to management teams and boards. | ||||||||||
Voting Policy Rationale: WITHHOLD votes from Charles Atwood, John Alexander, Linda Bynoe, Mary Kay Haben, and Mark Shapiro for a material governance failure. The company’s charter restricts shareholders’ ability to amend the company bylaws. A vote FOR the remaining director nominees is warranted. |
* | Shares on loan data is only provided for a select group of custodians. Please contact your ISS Account Manager with any questions. |
Page 51 of 55
Vote Summary Report
Date range covered: 04/01/2017 to 06/30/2017
Location(s): All Locations
Institution Account(s): Griffin Instl Access Fund - Center Square
Equity Residential
Proposal Number | Proposal Text | Proponent | Votable Proposal | Mgmt Rec | ISS Rec | Voting Policy Rec | Vote Instruction | Vote Against Mgmt | Vote Against Policy | Vote Against ISS |
1.2 | Elect Director Charles L. Atwood | Mgmt | Yes | For | Withhold | Withhold | For | No | Yes | Yes |
Voter Rationale: CenterSquare Rationale: ISS has recommended withholding votes for the directors that sit on the governance committees of REIT whose charters contain a provision which in the words of ISS “prohibits or restricts shareholders’ ability to amend the company bylaws” for what ISS sees as a “material governance failure.” We vehemently disagree with this assessment. A large portion of REITs have charters that are amendable only by the board rather than through a direct vote of shareholders. Consistent with Maryland law, boards generally retain the exclusive power to adopt, alter or repeal any a corporation’s bylaws. ISS’s policy as written applies to all Maryland companies regardless of a particular company’s overall corporate governance practices or its economic performance under its board’s leadership. ISS’s policy is too broad and dogmatic in our opinion. It is well-intentioned, but not practical and it carries with it some potentially damaging unintended consequences. In contrast to ISS’ position, we believe shareholders should not be given blank check allowance to recommend changes to the corporation’s bylaws without first meeting some threshold of ownership and material interest in the corporation similar to proxy access rules (which are coalescing around a 3% threshold). Directors have enforceable legal and fiduciary duties requiring them to act in the best interest of the REIT. Individual stockholders do not. As such individual stockholders could recommend actions that are in their own individual interests and that could damage the broader interests of other stockholders or that of the REIT. In our view, a board is best positioned to ensure that any proposed bylaw amendment is prudent and designed to protect and maximize long-term value for both the REIT and its stockholders.Unfettered access by small, short-term and self-serving parties could lead to “nuisance” provisions being put forth on proxies or provisions that are and should remain the domain of boards and management teams. For example, in recent years labor unions who were holders of as little as $2,000 of stock (the S.E.C minimum) for short-periods of time have put forth provisions that would require the REIT to exclusively use union labor and submit themselves to other practices that primarily serve the interests of the party proposing the amendment. Such proposals can be a costly distraction to management teams and boards. | ||||||||||
Voting Policy Rationale: WITHHOLD votes from Charles Atwood, John Alexander, Linda Bynoe, Mary Kay Haben, and Mark Shapiro for a material governance failure. The company’s charter restricts shareholders’ ability to amend the company bylaws. A vote FOR the remaining director nominees is warranted. | ||||||||||
1.3 | Elect Director Linda Walker Bynoe | Mgmt | Yes | For | Withhold | Withhold | For | No | Yes | Yes |
Voter Rationale: CenterSquare Rationale: ISS has recommended withholding votes for the directors that sit on the governance committees of REIT whose charters contain a provision which in the words of ISS “prohibits or restricts shareholders’ ability to amend the company bylaws” for what ISS sees as a “material governance failure.” We vehemently disagree with this assessment. A large portion of REITs have charters that are amendable only by the board rather than through a direct vote of shareholders. Consistent with Maryland law, boards generally retain the exclusive power to adopt, alter or repeal any a corporation’s bylaws. ISS’s policy as written applies to all Maryland companies regardless of a particular company’s overall corporate governance practices or its economic performance under its board’s leadership. ISS’s policy is too broad and dogmatic in our opinion. It is well-intentioned, but not practical and it carries with it some potentially damaging unintended consequences. In contrast to ISS’ position, we believe shareholders should not be given blank check allowance to recommend changes to the corporation’s bylaws without first meeting some threshold of ownership and material interest in the corporation similar to proxy access rules (which are coalescing around a 3% threshold). Directors have enforceable legal and fiduciary duties requiring them to act in the best interest of the REIT. Individual stockholders do not. As such individual stockholders could recommend actions that are in their own individual interests and that could damage the broader interests of other stockholders or that of the REIT. In our view, a board is best positioned to ensure that any proposed bylaw amendment is prudent and designed to protect and maximize long-term value for both the REIT and its stockholders.Unfettered access by small, short-term and self-serving parties could lead to “nuisance” provisions being put forth on proxies or provisions that are and should remain the domain of boards and management teams. For example, in recent years labor unions who were holders of as little as $2,000 of stock (the S.E.C minimum) for short-periods of time have put forth provisions that would require the REIT to exclusively use union labor and submit themselves to other practices that primarily serve the interests of the party proposing the amendment. Such proposals can be a costly distraction to management teams and boards. | ||||||||||
Voting Policy Rationale: WITHHOLD votes from Charles Atwood, John Alexander, Linda Bynoe, Mary Kay Haben, and Mark Shapiro for a material governance failure. The company’s charter restricts shareholders’ ability to amend the company bylaws. A vote FOR the remaining director nominees is warranted. | ||||||||||
1.4 | Elect Director Connie K. Duckworth | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: WITHHOLD votes from Charles Atwood, John Alexander, Linda Bynoe, Mary Kay Haben, and Mark Shapiro for a material governance failure. The company’s charter restricts shareholders’ ability to amend the company bylaws. A vote FOR the remaining director nominees is warranted. |
* | Shares on loan data is only provided for a select group of custodians. Please contact your ISS Account Manager with any questions. |
Page 52 of 55
Vote Summary Report
Date range covered: 04/01/2017 to 06/30/2017
Location(s): All Locations
Institution Account(s): Griffin Instl Access Fund - Center Square
Equity Residential
Proposal Number | Proposal Text | Proponent | Votable Proposal | Mgmt Rec | ISS Rec | Voting Policy Rec | Vote Instruction | Vote Against Mgmt | Vote Against Policy | Vote Against ISS |
1.5 | Elect Director Mary Kay Haben | Mgmt | Yes | For | Withhold | Withhold | For | No | Yes | Yes |
Voter Rationale: CenterSquare Rationale: ISS has recommended withholding votes for the directors that sit on the governance committees of REIT whose charters contain a provision which in the words of ISS “prohibits or restricts shareholders’ ability to amend the company bylaws” for what ISS sees as a “material governance failure.” We vehemently disagree with this assessment. A large portion of REITs have charters that are amendable only by the board rather than through a direct vote of shareholders. Consistent with Maryland law, boards generally retain the exclusive power to adopt, alter or repeal any a corporation’s bylaws. ISS’s policy as written applies to all Maryland companies regardless of a particular company’s overall corporate governance practices or its economic performance under its board’s leadership. ISS’s policy is too broad and dogmatic in our opinion. It is well-intentioned, but not practical and it carries with it some potentially damaging unintended consequences. In contrast to ISS’ position, we believe shareholders should not be given blank check allowance to recommend changes to the corporation’s bylaws without first meeting some threshold of ownership and material interest in the corporation similar to proxy access rules (which are coalescing around a 3% threshold). Directors have enforceable legal and fiduciary duties requiring them to act in the best interest of the REIT. Individual stockholders do not. As such individual stockholders could recommend actions that are in their own individual interests and that could damage the broader interests of other stockholders or that of the REIT. In our view, a board is best positioned to ensure that any proposed bylaw amendment is prudent and designed to protect and maximize long-term value for both the REIT and its stockholders.Unfettered access by small, short-term and self-serving parties could lead to “nuisance” provisions being put forth on proxies or provisions that are and should remain the domain of boards and management teams. For example, in recent years labor unions who were holders of as little as $2,000 of stock (the S.E.C minimum) for short-periods of time have put forth provisions that would require the REIT to exclusively use union labor and submit themselves to other practices that primarily serve the interests of the party proposing the amendment. Such proposals can be a costly distraction to management teams and boards. | ||||||||||
Voting Policy Rationale: WITHHOLD votes from Charles Atwood, John Alexander, Linda Bynoe, Mary Kay Haben, and Mark Shapiro for a material governance failure. The company’s charter restricts shareholders’ ability to amend the company bylaws. A vote FOR the remaining director nominees is warranted. | ||||||||||
1.6 | Elect Director Bradley A. Keywell | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: WITHHOLD votes from Charles Atwood, John Alexander, Linda Bynoe, Mary Kay Haben, and Mark Shapiro for a material governance failure. The company’s charter restricts shareholders’ ability to amend the company bylaws. A vote FOR the remaining director nominees is warranted. | ||||||||||
1.7 | Elect Director John E. Neal | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: WITHHOLD votes from Charles Atwood, John Alexander, Linda Bynoe, Mary Kay Haben, and Mark Shapiro for a material governance failure. The company’s charter restricts shareholders’ ability to amend the company bylaws. A vote FOR the remaining director nominees is warranted. | ||||||||||
1.8 | Elect Director David J. Neithercut | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: WITHHOLD votes from Charles Atwood, John Alexander, Linda Bynoe, Mary Kay Haben, and Mark Shapiro for a material governance failure. The company’s charter restricts shareholders’ ability to amend the company bylaws. A vote FOR the remaining director nominees is warranted. | ||||||||||
1.9 | Elect Director Mark S. Shapiro | Mgmt | Yes | For | Withhold | Withhold | For | No | Yes | Yes |
Voting Policy Rationale: WITHHOLD votes from Charles Atwood, John Alexander, Linda Bynoe, Mary Kay Haben, and Mark Shapiro for a material governance failure. The company’s charter restricts shareholders’ ability to amend the company bylaws. A vote FOR the remaining director nominees is warranted. | ||||||||||
1.10 | Elect Director Gerald A. Spector | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: WITHHOLD votes from Charles Atwood, John Alexander, Linda Bynoe, Mary Kay Haben, and Mark Shapiro for a material governance failure. The company’s charter restricts shareholders’ ability to amend the company bylaws. A vote FOR the remaining director nominees is warranted. |
* | Shares on loan data is only provided for a select group of custodians. Please contact your ISS Account Manager with any questions. |
Page 53 of 55
Vote Summary Report
Date range covered: 04/01/2017 to 06/30/2017
Location(s): All Locations
Institution Account(s): Griffin Instl Access Fund - Center Square
Equity Residential
Proposal Number | Proposal Text | Proponent | Votable Proposal | Mgmt Rec | ISS Rec | Voting Policy Rec | Vote Instruction | Vote Against Mgmt | Vote Against Policy | Vote Against ISS |
1.11 | Elect Director Stephen E. Sterrett | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: WITHHOLD votes from Charles Atwood, John Alexander, Linda Bynoe, Mary Kay Haben, and Mark Shapiro for a material governance failure. The company’s charter restricts shareholders’ ability to amend the company bylaws. A vote FOR the remaining director nominees is warranted. | ||||||||||
1.12 | Elect Director Samuel Zell | Mgmt | Yes | For | For | For | For | No | No | No |
Voting Policy Rationale: WITHHOLD votes from Charles Atwood, John Alexander, Linda Bynoe, Mary Kay Haben, and Mark Shapiro for a material governance failure. The company’s charter restricts shareholders’ ability to amend the company bylaws. A vote FOR the remaining director nominees is warranted. | ||||||||||
2 | Ratify Ernst & Young LLP as Auditors | Mgmt | Yes | For | For | For | For | No | No | No |
3 | Advisory Vote to Ratify Named Executive Officers’ Compensation | Mgmt | Yes | For | For | For | For | No | No | No |
4 | Advisory Vote on Say on Pay Frequency | Mgmt | Yes | One Year | One Year | One Year | One Year | No | No | No |
5 | Provide Shareholders the Right to Amend Bylaws | SH | Yes | Against | For | For | Against | No | Yes | Yes |
Voter Rationale: CenterSquare Rationale: ISS has recommended withholding votes for the directors that sit on the governance committees of REIT whose charters contain a provision which in the words of ISS “prohibits or restricts shareholders’ ability to amend the company bylaws” for what ISS sees as a “material governance failure.” We vehemently disagree with this assessment. A large portion of REITs have charters that are amendable only by the board rather than through a direct vote of shareholders. Consistent with Maryland law, boards generally retain the exclusive power to adopt, alter or repeal any a corporation’s bylaws. ISS’s policy as written applies to all Maryland companies regardless of a particular company’s overall corporate governance practices or its economic performance under its board’s leadership. ISS’s policy is too broad and dogmatic in our opinion. It is well-intentioned, but not practical and it carries with it some potentially damaging unintended consequences. In contrast to ISS’ position, we believe shareholders should not be given blank check allowance to recommend changes to the corporation’s bylaws without first meeting some threshold of ownership and material interest in the corporation similar to proxy access rules (which are coalescing around a 3% threshold). Directors have enforceable legal and fiduciary duties requiring them to act in the best interest of the REIT. Individual stockholders do not. As such individual stockholders could recommend actions that are in their own individual interests and that could damage the broader interests of other stockholders or that of the REIT. In our view, a board is best positioned to ensure that any proposed bylaw amendment is prudent and designed to protect and maximize long-term value for both the REIT and its stockholders. Unfettered access by small, short-term and self-serving parties could lead to “nuisance” provisions being put forth on proxies or provisions that are and should remain the domain of boards and management teams. For example, in recent years labor unions who were holders of as little as $2,000 of stock (the S.E.C minimum) for short-periods of time have put forth provisions that would require the REIT to exclusively use union labor and submit themselves to other practices that primarily serve the interests of the party proposing the amendment. Such proposals can be a costly distraction to management teams and boards. | ||||||||||
Voting Policy Rationale: A vote FOR this proposal is warranted given the ability to amend the company’s governing documents by a majority vote standard enhances shareholder rights. |
Ballot Details | ||||||||
Institutional Account Detail (IA Name, IA Number) | Custodian Account Number | Ballot Status | Instructor Name | Date Instructed | Approver Name | Date Approved | Votable Shares | Shares Voted |
Griffin Instl Access Fund - Center Square, 141917.1 | 141917.1 | Confirmed | lconklin | 05/26/2017 | lconklin | 05/26/2017 | 18,270 | 18,270 |
Total Shares: | 18,270 | 18,270 |
* | Shares on loan data is only provided for a select group of custodians. Please contact your ISS Account Manager with any questions. |
Page 54 of 55
Vote Summary Report
Date range covered: 04/01/2017 to 06/30/2017
Location(s): All Locations
Institution Account(s): Griffin Instl Access Fund - Center Square
PARAMETERS
Location(s): All Locations
Account Group(s): All Account Groups
Institution Account(s): Griffin Instl Access Fund - Center Square
Custodian Account(s): All Custodian Accounts
Additional Policy: None
ADR Meetings: All Meetings
Ballot Statuses: All Statuses
Contrary Votes: All Votes
Date Format: MM/DD/YYYY
Header Display: Repeat Headers for Any Meeting Split by Multiple Pages
Markets: All Markets
Meeting ID’s: All Meeting ID’s
Meeting Types: All Meeting Types
PoA Markets: All Markets
Proposal Proponents: All Proponents
Rationale: All Rationale
Recommendations: All Recommendations
Record Date Markets: All Markets
Shareblocking Markets: All Markets
Sort Order: Meeting Date, Company Name
Vote Instructions: All Instructions
Voting Policies: All Policies
Zero (0) Share Ballots: All Ballots
Account Watchlist: None
Country Watchlist: None
Issuer Watchlist: None
Proposal Code Watchlist: None
Proposal Code Watchlist - Agenda Output: Include Exact Matches Only
* | Shares on loan data is only provided for a select group of custodians. Please contact your ISS Account Manager with any questions. |
Page 55 of 55
SIGNATURE
Pursuant to the requirements of the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Griffin Institutional Access Real Estate Fund | |||
By: | /s/ Kevin Shields | ||
Kevin Shields | |||
President | |||
Date: | August 21, 2017 |