rebel Financial LLC\u00a0–\u00a0Proxy Voting Policy:<\/h1>\n

In cases of significant votes and when information is readily available, we may also review:<\/p>\n

\n
• corporate governance provisions and takeover activity;<\/li>\n
• board decisions regarding executive compensation;<\/li>\n
• director compensation;<\/li>\n
• the number of other board seats held by the nominee; and<\/li>\n
• interlocking directorships.<\/li>\n<\/ul>\n

  Having examined such factors, unless we find an important reason to vote against or withhold votes for an uncontested nominee, we generally vote to elect such nominees.<\/p>\n

   <\/p>\n

  B.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Chairman and CEO are the Same Person<\/h3>\n

  We vote for shareholder proposals that would require or propose that the positions of chairman and CEO be held by different people.\u00a0 Generally, we do not even like corporate executives to members of the board of directors at all.<\/p>\n

   <\/p>\n

  C.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Majority of Independent Directors<\/h3>\n

  We vote for shareholder proposals that request that the board be comprised of a majority of independent directors.<\/p>\n

   <\/p>\n

  D.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Board Committees<\/h3>\n

  We vote for shareholder proposals that request that the audit, compensation or nominating committees be comprised exclusively of independent directors.<\/p>\n

   <\/p>\n

  We vote against or withhold votes for non-independent directors who serve on the audit, compensation or nominating committees of the board.<\/p>\n

   <\/p>\n

  We vote against or withhold votes for nominees who serve on the compensation committee if they have approved executive or director compensation arrangements which we would vote against under our guidelines in Section II below.<\/p>\n

   <\/p>\n

  E.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Stock Ownership Requirements<\/h3>\n

   <\/p>\n

  We review on a case-by-case basis shareholder proposals requiring directors to own a minimum amount of company stock in order to qualify as a director or to remain on the board.\u00a0 While this can serve a good purpose, it could restrict a company\u2019s choices or incentivize too many stock awards (restricted stock) to be given to place someone on the board that would have been placed regardless.<\/p>\n

   <\/p>\n

  F.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Term of Office<\/h3>\n

  We review on a case-by-case basis shareholder proposals to limit the tenure of outside directors.<\/p>\n

  \u00a0<\/strong><\/p>\n

  G.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Director and Officer Indemnification and Liability Protection<\/h3>\n

  We vote against proposals to limit or eliminate director and officer liability for monetary damages for breach of the duty of care, or to expand indemnification coverage beyond gross negligence.<\/p>\n

   <\/p>\n

  H.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Charitable Contributions<\/h3>\n

  We vote against shareholder proposals to eliminate, direct or otherwise restrict charitable contributions.<\/p><\/blockquote>\n

   <\/p>\n

  II.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Executive and Director Compensation<\/h2>\n

   <\/p>\n

  In general, we vote for executive and director compensation plans which reward the creation of shareholder wealth and are focused on long-term growth rather than short-term profiteering.\u00a0 However, we believe that excessive executive compensation is detrimental to the long-term health of most organizations and society in general.\u00a0 In evaluating a plan, we try to determine equitable compensation for performance tendered from executives while balancing the needs of the organization, employees, and shareholders.\u00a0 We value performance-based compensation with executives being held accountable for bad, as well as good, performance.<\/p>\n

   <\/p>\n

  \n

  A.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Generally<\/h3>\n

  We vote for proposals to submit executive or director compensation plans for shareholder approval.<\/p>\n

  We vote against executive or director compensation plans that include the:<\/p>\n

   <\/p>\n

  \n
  • ability to re-price underwater options without shareholder approval;<\/li>\n
  • ability to issue options with an exercise price below the stock’s current market price;<\/li>\n
  • ability to issue reload options; or<\/li>\n
  • automatic share replenishment (“evergreen”) provisions.<\/li>\n<\/ul>\n

    We vote against plans where total potential economic dilution (including all equity-based plans) exceeds 15% of the shares outstanding.<\/p>\n

    We vote against plans if annual option or similar grants have exceeded 2% of shares outstanding, or if options have been repriced within the past two years without shareholder approval.<\/p>\n

     <\/p>\n

    B.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 OBRA-Related Compensation Proposals<\/h3>\n

    We vote for proposals to amend shareholder-approved plans to include administrative features, add performance goals, place a cap on the annual grants any one participant may receive to comply with or otherwise qualify the plan for favorable tax treatment under the provisions of Section 162(m) of OBRA.<\/p>\n

     <\/p>\n

    C.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Shareholder Proposals to Limit Executive and Director Pay<\/h3>\n

    We review all shareholder proposals that seek to limit executive and director pay on a case-by-case basis, but generally we support them.\u00a0 We believe that most executive compensation plans\/programs are outlandish and should almost never exceed $2,000,000 annually for any one individual unless they are founders and\/or there are extraordinary circumstances.\u00a0 We reject the argument that recent executive pay is only competitive and view the excesses of the last decade as misuse of shareholder value that should have been reinvested in the company or returned to shareholders.<\/p>\n

     <\/p>\n

    D.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Golden and Tin Parachutes<\/h3>\n

    We vote for shareholder proposals to have golden and tin parachutes submitted for shareholder ratification.\u00a0 Once they reach a vote we will generally vote against Golden\/Tin Parachutes unless there are significant financial reasons to the contrary, which would benefit shareholders.<\/p>\n

     <\/p>\n

    E.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 Employee Stock Ownership Plans (ESOPs)<\/h3>\n

    We vote for proposals that request shareholder approval in order to implement an ESOP or to increase authorized shares for existing ESOPs, except in cases when the number of shares allocated to the ESOP is greater than five percent of the outstanding shares.<\/p>\n

     <\/p>\n

    F.\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0\u00a0 401(k) Employee Benefit Plans<\/h3>\n

    We vote for proposals to implement a 401 (k) savings plan for employees.<\/p><\/blockquote>\n

     <\/p>\n

    III. \u00a0 \u00a0 \u00a0 \u00a0All other shareholder issues:<\/h2>\n

    As to all other shareholder issues up for vote, we use our discretion and best judgement to vote our clients’ shares for the benefit of our clients above all else. \u00a0We take our fiduciary responsibility seriously and vote our clients shares to make sure their interests are heard and implemented.<\/p><\/blockquote>\n<\/blockquote>\n

     <\/p>\n

    *We will make an attempt to vote on all proxies that we receive for our clients. \u00a0However, due to the veracious demands that are sometimes placed on our small firm, there may be times when we are unable to vote on every issue because we did not have the time to do proper due diligence and we will then have to abstain from\u00a0those particular votes. \u00a0Also, there will be times where\u00a0communication delays\/errors between us and our custodians could inhibit our ability to vote in a timely manner and we cannot guarantee that we will be able to vote on every issue at all\u00a0times. \u00a0However, we will work diligently to complete all possible proxies at our disposal to best of our abilities.<\/em><\/p><\/blockquote>\n

    View our past proxy votes.<\/a><\/h4>\n

    <\/a><\/p>\n","protected":false},"excerpt":{"rendered":"

    rebel Financial LLC\u00a0–\u00a0Proxy Voting Policy: View our past proxy votes. We have adopted this voting policy which we believe is reasonably designed to ensure that we vote proxies in the best interests of client-shareholders consistently to maximize long-term returns while holding the applicable companies\/funds responsible for the actions. We use what we believe are reasonable […]<\/p>\n","protected":false},"author":3,"featured_media":7957,"parent":0,"menu_order":0,"comment_status":"closed","ping_status":"closed","template":"page.php","meta":{"footnotes":""},"_links":{"self":[{"href":"http:\/\/imperio.rebelfinancial.com\/wp-json\/wp\/v2\/pages\/10483"}],"collection":[{"href":"http:\/\/imperio.rebelfinancial.com\/wp-json\/wp\/v2\/pages"}],"about":[{"href":"http:\/\/imperio.rebelfinancial.com\/wp-json\/wp\/v2\/types\/page"}],"author":[{"embeddable":true,"href":"http:\/\/imperio.rebelfinancial.com\/wp-json\/wp\/v2\/users\/3"}],"replies":[{"embeddable":true,"href":"http:\/\/imperio.rebelfinancial.com\/wp-json\/wp\/v2\/comments?post=10483"}],"version-history":[{"count":1,"href":"http:\/\/imperio.rebelfinancial.com\/wp-json\/wp\/v2\/pages\/10483\/revisions"}],"predecessor-version":[{"id":18137,"href":"http:\/\/imperio.rebelfinancial.com\/wp-json\/wp\/v2\/pages\/10483\/revisions\/18137"}],"wp:featuredmedia":[{"embeddable":true,"href":"http:\/\/imperio.rebelfinancial.com\/wp-json\/"}],"wp:attachment":[{"href":"http:\/\/imperio.rebelfinancial.com\/wp-json\/wp\/v2\/media?parent=10483"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}