Carpenter Funds Shareholder Proposal History File

Over the past two decades, the Carpenter Funds collectively have been the nation’s most active shareholder in terms of company engagements on a range of governance and executive compensation issues. Among the means of engagement available to shareholders is the submission of shareholder proposals pursuant to U.S. Securities and Exchange Commission’s Rule 14a-8 (Shareholder Proposals).

Proposals prepared and submitted in accordance with Rule 14a-8 provide shareholders an opportunity to place an issue of importance before shareholders for a vote at the annual meeting of shareholders. The proposals can be binding or non-binding in form and must address matters proper for shareholder consideration and voting.

The Carpenter Funds have strategically used non-binding shareholder proposals over the years to bring specific corporate governance and executive compensation issues with broad market importance before a large universe of companies. Positions on issues such as stock option expensing, majority voting in director elections, auditor independence, and various pay-for-performance executive compensation formulations have been advanced through shareholder proposals.

The Carpenters’ Funds Shareholder Proposal History File lists the Funds’ shareholder proposals submitted over the past twenty proxy seasons.