Background Materials

June 2018 Roundtable

I. The Continuing Debate Over Dual-Class Stock

A. The Pros and Cons of Dual-Class

B. The MSCI Index Adjustment Proposal

II. Environmental and Social Activism

A. Larry Fink’s 2018 Annual Letter

B. Activists and Socially Responsible Investing

C. ESG Proposals

D. ESG Metrics and Disclosures

E. Exclusion of “Ordinary Business” Proposals

III. Investor Activism

A. General

B. Proxy Contests and Settlements

C. Activist and Issuer Strategies:

D. Activism by Institutional Investors:

E. Cash Reserves and Shareholder Payouts:

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