| 1a. | Elect Ari Bousbib - Chair & Chief Executive | Oppose |
| 1b. | Elect Carol J. Burt - Non-Executive Director | Oppose |
| 1c. | Elect John G Danhakl - Non-Executive Director | Oppose |
| 1d. | Elect James A Fasano - Non-Executive Director | Oppose |
| 1e. | Elect Colleen A. Goggins - Non-Executive Director | Oppose |
| 1f. | Elect William G. Kaelin Jr. - Non-Executive Director | For |
| 1g. | Elect John M. Leonard - Senior Independent Director | Oppose |
| 1h. | Elect Leslie Wims Morris - Non-Executive Director | For |
| 1i. | Elect Sheila A. Stamps - Non-Executive Director | For |
| 2. | Advisory Vote on Executive Compensation | Oppose |
| 3. | Appoint PricewaterhouseCoopers LLP as the Auditors | Oppose |
| 4. | Approve New Long Term Incentive Plan | Oppose |
| 5. | Shareholder Resolution: Separate Chairman and CEO | For |