*** It should be noted that the above percentage breakdown represents votes for both Management and Shareholder proposals combined (for greater than 100k shares). For only Shareholder proposals (vs typical management proposals), ClearBridge voted over 50% of the votes Against management. We think that there is a very different dynamic between the process of voting on general management proposals and shareholder proposals. Had there been another section to indicate our votes Against management on managment proposals as compared to shareholder proposals, we would have so indicated the difference, which we think is interesting to note.
In ordinary business cases, we often vote with (For) management (e.g., ratify appointment of auditors, etc.), but we examine each management proposal carefully in accordance with our ClearBridge proxy voting policy, such as executive compensation levels and election of directors, to seek to vote in the best interest of shareholders.