| 1a. | Elect Alan S. Batey - Non-Executive Director | For |
| 1b. | Elect Kevin L. Beebe - Non-Executive Director | Oppose |
| 1c. | Elect Liam K. Griffin - Chair & Chief Executive | Oppose |
| 1d. | Elect Eric J. Guerin - Non-Executive Director | For |
| 1e. | Elect Christine King - Senior Independent Director | Oppose |
| 1f. | Elect Suzanne E. McBride - Non-Executive Director | For |
| 1g. | Elect David P. McGlade - Non-Executive Director | Oppose |
| 1h. | Elect Robert A. Schriesheim - Non-Executive Director | Oppose |
| 1i | Elect Maryann Turcke - Non-Executive Director | For |
| 2. | Appoint the Auditors | Oppose |
| 3. | Advisory Vote on Executive Compensation | Abstain |
| 4. | Board Proposal to Eliminate Supermajority Voting Provisions Relating to Stockholder Approval of a Merger or Consolidation. | For |
| 5. | Board Proposal to Eliminate Supermajority Voting Provisions Relating to Stockholder Approval of a Business Combination With Any Related Person | For |
| 6. | Board Proposal to Eliminate Supermajority Voting Provisions Relating to Stockholder Amendment of Charter Provisions Governing Directors | For |
| 7. | Board Proposal to Eliminate Supermajority Voting Provisions Relating to Stockholder Amendment of the Charter Provision Governing Action by Stockholders | For |
| 8. | Approval of the Company's Second Amended and Restated 2015 Long-Term Incentive Plan | Oppose |
| 9. | Approval of the Amendment to the Company's 2002 Employee Stock Purchase Plan | Oppose |
| 10. | Shareholder Resolution: Termination Payments | For |
| 11. | Shareholder Resolution: Adoption of Greenhouse Gas Emissions Reduction Targets | For |
