Corporate Governance Reform and Transparency Act of 2019

COVID Pandemic Issues: Ensure that stock exchange personnel are listed as critical infrastructure employees by the DHS for areas where workplace restrictions are in place; Communications with the government regarding the resiliency/market operations of varying asset class trading during the COVID-19 pandemic; Legislation to increase transparency and reduce conflicts of interest in the proxy advisory industry, H.R. 5116 - Corporate Governance Reform and Transparency Act of 2019; Legislation on confidential filing and test the waters, S. 536 - Encouraging Public Offerings Act of 2019; Trading and listings standards needed for a U.S. Venture Exchange, H.R. 2899 - Main Street Growth Act, S.2306 - Main Street Growth Act; Legislation requiring the prudential regulators to implement a risk-adjusted approach to value centrally-cleared exchange-listed derivatives; Legislation on 10-Q optionality, H.R.4076 - Modernizing Disclosures for Investors Act; Legislation on reforming shareholder proposal rules: raise initial threshold eligibility, raise resubmission threshold, H.R.3088 - Shareholder Protection Act of 2019; Incentives for the trading of small cap stocks/ETFs; Implementation and expansion of the Jobs Act (JOBS and Investor Confidence Act of 2018)/capital formation agenda/IPOs; Defend dual class structures; Stock buybacks; Federal financial transaction tax, H.R.8695 - Protecting Retirement Savers and Everyday Investors Act; Tax treatment of buybacks and dividends; Support diplomatic efforts by the PCAOB / SEC to ensure PCAOB review of foreign auditing firms; H1B visa/immigration reform; Equity, fixed income market structure/Regulation NMS; Proprietary ownership and distribution of market data; The regulatory role of exchanges and the legal protections necessary to function as a regulator of market activities; Limitations on SEC regulation of non-exchange activities, Exchange Regulatory Improvement Act of 2017; and Requiring transparency of short positions that match existing requirements on long position holders.

Client expense: $430,000 · Firm income: Not reported

Government targets: Commodity Futures Trading Commission (CFTC), HOUSE OF REPRESENTATIVES, SENATE, Securities & Exchange Commission (SEC), Treasury, Dept of

egislation to increase transparency and reduce conflicts of interest in the proxy advisory industry, H.R. 5116 - Corporate Governance Reform and Transparency Act of 2019; Legislation on confidential filing and test the waters, S. 536 - Encouraging Public Offerings Act of 2019; Trading and listings standards needed for a U.S. Venture Exchange, H.R. 2899 - Main Street Growth Act, S.2306 - Main Street Growth Act; Legislation requiring the prudential regulators to implement a risk-adjusted approach to value centrally-cleared exchange-listed derivatives, Options Markets Stability Act of 2019; Legislation on 10-Q optionality, H.R.4076 - Modernizing Disclosures for Investors Act; Legislation on reforming shareholder proposal rules: raise initial threshold eligibility, raise resubmission threshold, H.R.3088 - Shareholder Protection Act of 2019; SEC Conflict Minerals Rule, To amend the Securities Exchange Act of 1934 to repeal certain disclosure requirements related to conflict minerals; Incentives for the trading of small cap stocks/ETFs; Implementation and expansion of the Jobs Act (JOBS and Investor Confidence Act of 2018)/capital formation agenda/IPOs; Defend dual class structures; Stock buybacks; Financial transaction tax; Tax treatment of buybacks and dividends; Support diplomatic efforts by the PCAOB / SEC to ensure PCAOB review of foreign auditing firms; H1B visa/immigration reform; Equity, fixed income market structure/Regulation NMS; Proprietary ownership and distribution of market data; The regulatory role of exchanges and the legal protections necessary to function as a regulator of market activities; Limitations on SEC regulation of non-exchange activities; and Requiring transparency of short positions that match existing requirements on long position holders. Legislative proposals and implementation related to COVID-19 economic relief

S. 1587, H.R. 2923 - Inclusive Prosperity Act of 2019; Provisions related to Financial Transaction Tax. S. 360; H.R. 1018 - Improving Corporate Governance Through Diversity Act of 2019; Provisions related to Proxy and Diversity and Inclusion. H.R. 3279 - Diversity in Corporate Leadership Act of 2019; Provisions related to Diversity and Inclusion. H.R. 5116 - Corporate Governance Reform and Transparency Act of 2019; Provisions related to Diversity and Inclusion on Boards. H.R. 4329 - ESG Disclosure & Simplification Act of 2019; Provisions related to Mandatory Environmental, Social and Governance disclosure for listed securities. 29.CFR2550.404a-1; Provisions related to Qualified Default Investment Alternative, Environmental, Social and Governance disclosure and risk mitigation.

Client expense: $110,000 · Firm income: Not reported

Government targets: HOUSE OF REPRESENTATIVES

COVID Pandemic Issues: Ensure that stock exchange personnel are listed as critical infrastructure employees by the DHS for areas where workplace restrictions are in place; Communications with the government regarding the resiliency/market operations of varying asset class trading during the COVID-19 pandemic; Legislation to increase transparency and reduce conflicts of interest in the proxy advisory industry, H.R. 5116 - Corporate Governance Reform and Transparency Act of 2019; Legislation on confidential filing and test the waters, S. 536 - Encouraging Public Offerings Act of 2019; Trading and listings standards needed for a U.S. Venture Exchange, H.R. 2899 - Main Street Growth Act, S.2306 - Main Street Growth Act; Legislation requiring the prudential regulators to implement a risk-adjusted approach to value centrally-cleared exchange-listed derivatives; Legislation on 10-Q optionality, H.R.4076 - Modernizing Disclosures for Investors Act; Legislation on reforming shareholder proposal rules: raise initial threshold eligibility, raise resubmission threshold, H.R.3088 - Shareholder Protection Act of 2019; Incentives for the trading of small cap stocks/ETFs; Implementation and expansion of the Jobs Act (JOBS and Investor Confidence Act of 2018)/capital formation agenda/IPOs; Defend dual class structures; Stock buybacks; Federal financial transaction tax (A4402); Tax treatment of buybacks and dividends; Support diplomatic efforts by the PCAOB / SEC to ensure PCAOB review of foreign auditing firms; H1B visa/immigration reform; Equity, fixed income market structure/Regulation NMS; Proprietary ownership and distribution of market data; The regulatory role of exchanges and the legal protections necessary to function as a regulator of market activities; Limitations on SEC regulation of non-exchange activities, Exchange Regulatory Improvement Act of 2017; and Requiring transparency of short positions that match existing requirements on long position holders.

egislation to increase transparency and reduce conflicts of interest in the proxy advisory industry, H.R. 5116 - Corporate Governance Reform and Transparency Act of 2019; Legislation on confidential filing and test the waters, S. 536 - Encouraging Public Offerings Act of 2019; Trading and listings standards needed for a U.S. Venture Exchange, H.R. 2899 - Main Street Growth Act, S.2306 - Main Street Growth Act; Legislation requiring the prudential regulators to implement a risk-adjusted approach to value centrally-cleared exchange-listed derivatives, Options Markets Stability Act of 2019; Legislation on 10-Q optionality, H.R.4076 - Modernizing Disclosures for Investors Act; Legislation on reforming shareholder proposal rules: raise initial threshold eligibility, raise resubmission threshold, H.R.3088 - Shareholder Protection Act of 2019; SEC Conflict Minerals Rule, To amend the Securities Exchange Act of 1934 to repeal certain disclosure requirements related to conflict minerals; Incentives for the trading of small cap stocks/ETFs; Implementation and expansion of the Jobs Act (JOBS and Investor Confidence Act of 2018)/capital formation agenda/IPOs; Defend dual class structures; Stock buybacks; Financial transaction tax; Tax treatment of buybacks and dividends; Support diplomatic efforts by the PCAOB / SEC to ensure PCAOB review of foreign auditing firms; H1B visa/immigration reform; Equity, fixed income market structure/Regulation NMS; Proprietary ownership and distribution of market data; The regulatory role of exchanges and the legal protections necessary to function as a regulator of market activities; Limitations on SEC regulation of non-exchange activities; and Requiring transparency of short positions that match existing requirements on long position holders. Legislative proposals and implementation related to COVID-19 economic relief

S. 1587, H.R. 2923 - Inclusive Prosperity Act of 2019; Provisions related to Financial Transaction Tax. S. 360; H.R. 1018 - Improving Corporate Governance Through Diversity Act of 2019; Provisions related to Proxy and Diversity and Inclusion. H.R. 3279 - Diversity in Corporate Leadership Act of 2019; Provisions related to Diversity and Inclusion. H.R. 5116 - Corporate Governance Reform and Transparency Act of 2019; Provisions related to Diversity and Inclusion on Boards. H.R. 4329 - ESG Disclosure & Simplification Act of 2019; Provisions related to Mandatory Environmental, Social and Governance disclosure for listed securities. 29.CFR2550.404a-1; Provisions related to Qualified Default Investment Alternative, Environmental, Social and Governance disclosure and risk mitigation.

Client expense: $120,000 · Firm income: Not reported

Government targets: HOUSE OF REPRESENTATIVES, SENATE

Beneficial Ownership H.R. 2513, Corporate Transparency Act H.R. 5116, Corporate Governance Reform and Transparency Act H.R. 748, CARES Act Multiemployer Pension Recapitalization and Reform Plan Multiemployer Pension Reform Proxy Advisory Firm Oversight Proxy Resubmission Thresholds S. 2563, ILLICIT CASH Act Shareholder Activism

Client expense: $3,420,000 · Firm income: Not reported

Ensure that stock exchange personnel are listed as critical infrastructure employees by the DHS for areas where workplace restrictions are in place; Communications with the government regarding the resiliency/market operations of varying asset class trading during the COVID-19 pandemic; Legislation to increase transparency and reduce conflicts of interest in the proxy advisory industry, H.R. 5116 - Corporate Governance Reform and Transparency Act of 2019; Legislation on confidential filing and test the waters, S. 536 - Encouraging Public Offerings Act of 2019; Trading and listings standards needed for a U.S. Venture Exchange, H.R. 2899 - Main Street Growth Act, S.2306 - Main Street Growth Act; Legislation requiring the prudential regulators to implement a risk-adjusted approach to value centrally-cleared exchange-listed derivatives; Legislation on 10-Q optionality, H.R.4076 - Modernizing Disclosures for Investors Act; Legislation on reforming shareholder proposal rules: raise initial threshold eligibility, raise resubmission threshold, H.R.3088 - Shareholder Protection Act of 2019; Incentives for the trading of small cap stocks/ETFs; Implementation and expansion of the Jobs Act (JOBS and Investor Confidence Act of 2018)/capital formation agenda/IPOs; Defend dual class structures; Stock buybacks; Financial transaction tax; Tax treatment of buybacks and dividends; Support diplomatic efforts by the PCAOB / SEC to ensure PCAOB review of foreign auditing firms; H1B visa/immigration reform; Equity, fixed income market structure/Regulation NMS; Proprietary ownership and distribution of market data; The regulatory role of exchanges and the legal protections necessary to function as a regulator of market activities; Limitations on SEC regulation of non-exchange activities, Exchange Regulatory Improvement Act of 2017; and Requiring transparency of short positions that match existing requirements on long position holders.

S. 1587, H.R. 2923 - Inclusive Prosperity Act of 2019; Provisions related to Financial Transaction Tax. S. 360; H.R. 1018 - Improving Corporate Governance Through Diversity Act of 2019; Provisions related to Proxy and Diversity and Inclusion. H.R. 3279 - Diversity in Corporate Leadership Act of 2019; Provisions related to Diversity and Inclusion. H.R. 5116 - Corporate Governance Reform and Transparency Act of 2019; Provisions related to Diversity and Inclusion on Boards. H.R. 4329 - ESG Disclosure & Simplification Act of 2019; Provisions related to Mandatory Environmental, Social and Governance disclosure for listed securities.

Client expense: $120,000 · Firm income: Not reported

Government targets: HOUSE OF REPRESENTATIVES, SENATE

1. General Corporate Governance issues - No bill number. 2. Corporate Governance Reform and Transparency Act - H.R. 5116. 3. Corporate Governance Fairness Act - No bill number.

Client expense: $410,000 · Firm income: Not reported

Government targets: HOUSE OF REPRESENTATIVES, Internal Revenue Service (IRS), Natl Economic Council (NEC), SENATE, Treasury, Dept of

Legislation to increase transparency and reduce conflicts of interest in the proxy advisory industry, H.R. 5116 - Corporate Governance Reform and Transparency Act of 2019; Legislation on confidential filing and test the waters, S. 536 - Encouraging Public Offerings Act of 2019; Trading and listings standards needed for a U.S. Venture Exchange, H.R. 2899 - Main Street Growth Act, S.2306 - Main Street Growth Act; Legislation requiring the prudential regulators to implement a risk-adjusted approach to value centrally-cleared exchange-listed derivatives, Options Markets Stability Act of 2018; Legislation on 10-Q optionality, H.R.4076 - Modernizing Disclosures for Investors Act; Legislation on reforming shareholder proposal rules: raise initial threshold eligibility, raise resubmission threshold, H.R.3088 - Shareholder Protection Act of 2019; SEC Conflict Minerals Rule, To amend the Securities Exchange Act of 1934 to repeal certain disclosure requirements related to conflict minerals of 2017; Incentives for the trading of small cap stocks/ETFs; Implementation and expansion of the Jobs Act (JOBS and Investor Confidence Act of 2018)/capital formation agenda/IPOs; Defend dual class structures; Stock buybacks; Financial transaction tax; Tax treatment of buybacks and dividends; Support diplomatic efforts by the PCAOB / SEC to ensure PCAOB review of foreign auditing firms; H1B visa/immigration reform; Equity, fixed income market structure/Regulation NMS; Proprietary ownership and distribution of market data; Limitations on SEC regulation of non-exchange activities, Exchange Regulatory Improvement Act of 2017; and Requiring transparency of short positions that match existing requirements on long position holders.

Client expense: Not reported · Firm income: $60,000

Beneficial Ownership Executive Compensation H.R. 2513, Corporate Transparency Act H.R. 4035, Pension and Budget Integrity Act H.R. 5116, Corporate Governance Reform and Transparency Act H.R. 5929, Shareholder Political Transparency Act H.R. 5930, Workforce Investment Disclosure Act H.R. 748, CARES Act ILLICIT CASH Act Multiemployer Pension Recapitalization and Reform Plan Multiemployer Pension Reform Proxy Advisory Firm Oversight Proxy Resubmission Thresholds S. 1889, TITLE Act S. 2563, ILLICIT CASH Act Shareholder Activism

Client expense: $3,368,000 · Firm income: Not reported

Legislation to increase transparency and reduce conflicts of interest in the proxy advisory industry, H.R. 5116 - Corporate Governance Reform and Transparency Act of 2019; Legislation on confidential filing and test the waters, S. 536 - Encouraging Public Offerings Act of 2019; Trading and listings standards needed for a U.S. Venture Exchange, H.R. 2899 - Main Street Growth Act, S.2306 - Main Street Growth Act; Legislation requiring the prudential regulators to implement a risk-adjusted approach to value centrally-cleared exchange-listed derivatives, Options Markets Stability Act of 2018; Legislation on 10-Q optionality, H.R.4076 - Modernizing Disclosures for Investors Act; Legislation on reforming shareholder proposal rules: raise initial threshold eligibility, raise resubmission threshold, H.R.3088 - Shareholder Protection Act of 2019; SEC Conflict Minerals Rule, To amend the Securities Exchange Act of 1934 to repeal certain disclosure requirements related to conflict minerals of 2017; Incentives for the trading of small cap stocks/ETFs; Implementation and expansion of the Jobs Act (JOBS and Investor Confidence Act of 2018)/capital formation agenda/IPOs; Defend dual class structures; Stock buybacks; Financial transaction tax; Tax treatment of buybacks and dividends; Support diplomatic efforts by the PCAOB / SEC to ensure PCAOB review of foreign auditing firms; H1B visa/immigration reform; Equity, fixed income market structure/Regulation NMS; Proprietary ownership and distribution of market data; The regulatory role of exchanges and the legal protections necessary to function as a regulator of market activities; Limitations on SEC regulation of non-exchange activities, Exchange Regulatory Improvement Act of 2017; and Requiring transparency of short positions that match existing requirements on long position holders.

1. General Corporate Governance issues - No bill number. 2. Corporate Governance Reform and Transparency Act - H.R. 5116. 3. Corporate Governance Fairness Act - No bill number.

Client expense: $330,000 · Firm income: Not reported

Government targets: HOUSE OF REPRESENTATIVES, SENATE, U.S. Trade Representative (USTR)

Legislation to increase transparency and reduce conflicts of interest in the proxy advisory industry, H.R. 5116 - Corporate Governance Reform and Transparency Act of 2019; Legislation on confidential filing and test the waters, S. 536 - Encouraging Public Offerings Act of 2019; Trading and listings standards needed for a U.S. Venture Exchange, H.R. 2899 - Main Street Growth Act, S.2306 - Main Street Growth Act; Legislation requiring the prudential regulators to implement a risk-adjusted approach to value centrally-cleared exchange-listed derivatives, Options Markets Stability Act of 2018; Legislation on 10-Q optionality, H.R.4076 - Modernizing Disclosures for Investors Act; Legislation on reforming shareholder proposal rules: raise initial threshold eligibility, raise resubmission threshold, H.R.3088 - Shareholder Protection Act of 2019; SEC Conflict Minerals Rule, To amend the Securities Exchange Act of 1934 to repeal certain disclosure requirements related to conflict minerals of 2017; Incentives for the trading of small cap stocks/ETFs; Implementation and expansion of the Jobs Act (JOBS and Investor Confidence Act of 2018)/capital formation agenda/IPOs; Defend dual class structures; Stock buybacks; Financial transaction tax; Tax treatment of buybacks and dividends; Support diplomatic efforts by the PCAOB / SEC to ensure PCAOB review of foreign auditing firms; H1B visa/immigration reform; Equity, fixed income market structure/Regulation NMS; Proprietary ownership and distribution of market data; Limitations on SEC regulation of non-exchange activities, Exchange Regulatory Improvement Act of 2017; and Requiring transparency of short positions that match existing requirements on long position holders.

Client expense: $320,000 · Firm income: Not reported

Beneficial Ownership Corporate Governance Fairness Act Executive Compensation H.R. 1994, SECURE Act H.R. 2513, Corporate Transparency Act H.R. 4035, Pension and Budget Integrity Act H.R. 5116, Corporate Governance Reform and Transparency Act ILLICIT CASH Act Multiemployer Pension Recapitalization and Reform Plan Multiemployer Pension Reform Proxy Advisory Firm Oversight Proxy Resubmission Thresholds S. 1889, TITLE Act S. 2563, ILLICIT CASH Act Shareholder Activism

Client expense: $8,380,000 · Firm income: Not reported

Government targets: Agriculture, Dept of (USDA), Army, Dept of (Corps of Engineers), Commerce, Dept of (DOC), Consumer Product Safety Commission (CPSC), Council on Environmental Quality (CEQ), Defense, Dept of (DOD), Energy, Dept of, Environmental Protection Agency (EPA), Export-Import Bank of the United States (EXIM Bank), Federal Communications Commission (FCC), Federal Trade Commission (FTC), Food & Drug Administration (FDA), General Services Administration (GSA), HOUSE OF REPRESENTATIVES, Health Resources & Services Administration (HRSA), Homeland Security, Dept of (DHS), Interior, Dept of (DOI), Labor, Dept of (DOL), Natl Economic Council (NEC), Natl Institute of Standards & Technology (NIST), Natl Oceanic & Atmospheric Administration (NOAA), Natl Security Council (NSC), Natl Telecommunications & Information Administration (NTIA), Office of Management & Budget (OMB), Office of the Secretary of Defense, Office of the Vice President of the United States, Patent & Trademark Office (PTO), Postal Regulatory Commission, SENATE, Securities & Exchange Commission (SEC), State, Dept of (DOS), Transportation, Dept of (DOT), Treasury, Dept of, U.S. Customs & Border Protection, U.S. International Trade Commission (ITC), U.S. Trade Representative (USTR), Vice President of the U.S., White House Office

S. 1587, H.R. 2923 - Inclusive Prosperity Act of 2019; Provisions related to Financial Transaction Tax. S. 360; H.R. 1018 - Improving Corporate Governance Through Diversity Act of 2019; Provisions related to Proxy and Diversity and Inclusion. H.R. 3279 - Diversity in Corporate Leadership Act of 2019; Provisions related to Diversity and Inclusion. H.R. 5116 - Corporate Governance Reform and Transparency Act of 2019; Provisions related to Diversity and Inclusion on Boards. H.R. 4329 - ESG Disclosure & Simplification Act of 2019; Provisions related to Mandatory Environmental, Social and Governance disclosure for listed securities.

Client expense: $120,000 · Firm income: Not reported

Government targets: HOUSE OF REPRESENTATIVES, SENATE