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Saturday, April 8, 2017

Consideration Can Lead to Placement

Pension Fund Makes Progress on Board Diversity
GoPro Agrees to Request for Formal Policy that Includes LGBT in Search for Diverse Board Members

New York State Comptroller Thomas P. DiNapoli today announced that the New York State Common Retirement Fund (Fund) has reached agreement with GoPro Inc. to formally include sexual orientation and gender identity, among other factors, in its considerations when seeking diverse board candidates.

GoPro agreed to amend its Nominating and Governance Committee Charter to solidify its commitment to seek diverse director nominees in response to a shareholder proposal filed by the Fund. As a result of the agreement, the Fund has withdrawn the proposal.

“Corporations with directors from diverse backgrounds that reflect their customers are better positioned to generate long-term company growth,” DiNapoli said. “The Fund commends GoPro for its willingness to formalize its commitment to diversity at the board level and draw talent and ideas from the deepest possible pool. We will continue to urge the companies in our portfolio to adopt more inclusive practices in seeking board candidates.”

GoPro’s Nominating and Governance Committee Charter now states that “on an ongoing basis, the Committee will consider Board composition factors, including independence, integrity, diversity (inclusive of age, gender, race, ethnicity, sexual orientation and gender identity), skills, financial and other expertise, breadth of experience, knowledge about the Company’s business or industry and willingness and ability to devote adequate time and effort to Board responsibilities.”

Research shows that the ability to draw on a wide range of viewpoints, backgrounds, skills and experience is increasingly critical to corporations’ long-term success in the global marketplace. The Fund has urged its portfolio companies to amend their nominating committee charters to include diversity – inclusive of gender, race, ethnicity, sexual orientation and gender identify – in identifying director candidates.

As of Feb. 28, the Fund held 104,500 shares of GoPro Inc. worth $982,300.

The Fund currently has similar proposals requesting reports on efforts to increase board diversity pending at Dentsply Sirona Inc. and FleetCor Technologies Inc. and has filed similar proposals with 20 portfolio corporations since 2012. The Fund withdrew proposals from 13 of the companies after reaching agreements.

2017
GoPro Inc.

2016
The Priceline Group Inc.

2015
eBay Inc.
Garmin Ltd.
Monster Beverage Corp.
Standard Pacific Corp.
Urban Outfitters

2014
NVR Inc.
Meritage Homes

2013
Leucadia National Corp.
QEP Resources Inc.
Teradyne Inc.
T-Mobile USA Inc.

http://www.osc.state.ny.us/press/releases/mar17/032817.htm?utm_source=weekly+news&utm_medium=email&utm_term=corporate+governance&utm_content=20170402&utm_campaign=pension+fund

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