Filing Details

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(a) This statement is being filed jointly by the following persons (collectively, the “Reporting Persons”):

·	Generation Investment Management LLP, a limited liability partnership registered in England and Wales (“GIM LLP”);

·	Generation Investment Management US LLP, a Delaware limited liability partnership (“GIM US LLP”);

·	Generation IM Fund plc, an Ireland public limited company (“GIM Fund plc”); and

·	Generation IM Global Equity Fund LLC, a Delaware limited liability company (“GIM Fund LLC”)

(b) and (c)

GIM LLP is an investment management firm authorized and regulated by the United Kingdom Financial Conduct Authority as an Alternative Investment Fund Manager and reports to the U.S. Securities and Exchange Commission (“SEC”) as an Exempt Reporting Adviser. GIM LLP is the alternative investment fund manager of GIM Fund plc and the sub-advisor to GIM Fund LLC. The address of the principal business office of GIM LLP is 20 Air Street, 7^th floor, London, United Kingdom W1B 5AN.

GIM US LLP is registered as an investment adviser with the SEC, and primarily provides investment advisory services to clients based in the United States and certain sub-advisory services to GIM LLP. GIM US LLP is the manager of GIM Fund LLC. Pursuant to a sub-advisory services agreement, GIM US LLP utilizes the services and assistance of GIM LLP in providing investment management services to its advisory clients including for the shares of Common Stock of Issuer held by GIM Fund LLC.  The address of the principal business office of GIM US LLP is One Bryant Park, 48th Floor, New York, NY 10036.

GIM Fund plc is an umbrella fund with segregated liability between sub-funds with the investment objective to generate long term capital appreciation by investing in a long-only concentrated portfolio of global equity securities. The principal business address of GIM Fund plc is Georges Court, 54-62 Townsend Street, Dublin 2, Ireland. The name, business address, present principal occupation or employment and citizenship of each director of Generation IM Fund plc are set forth in Schedule I hereto and are incorporated herein by reference.

The business of GIM Fund LLC is to purchase, sell, invest and trade in securities, and to engage in any financial or derivative transactions relating thereto or otherwise. The principal business address of GIM Fund LLC is c/o One Bryant Park, 48th Floor, New York, NY 10036.

(d) During the last five years, none of the Reporting Persons nor, to the knowledge of each of the Reporting Persons, without independent verification, any of the persons listed on Schedule I, has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, none of the Reporting Persons nor, to the knowledge of each of the Reporting Persons, without independent verification, any of the persons listed on Schedule I, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) See Item 2(a) above.

The general investment approach of the Reporting Persons across their investment portfolios combines the use of sustainability research and a long-term view in investments designed to maximize shareholder interests. The Reporting Persons believe that the interests of shareholders generally, over time, will be best served by companies that maximize their financial return by strategically managing their economic, social and environmental performance.

The Shares were acquired for investment purposes.  Recently, the Reporting Persons have become concerned regarding the Issuer’s corporate governance practices in light of the scope and breadth of the retirement package provided to Colin Dyer, the Issuer’s former Chief Executive Officer, the structure of the Issuer’s executive compensation program, and the apparent lack of alignment between the financial performance of the Issuer and its executive compensation practices.

In an email on May 4, 2017, the Reporting Persons expressed to Institutional Shareholder Services an intent to vote against the re-election of the members of the Compensation Committee to the Board of Directors of the Issuer (the “Board”) and against the Issuer’s say-on-pay proposal at the Issuer’s 2017 Annual Meeting of Shareholders scheduled to be held on May 31, 2017 (the “Annual Meeting”).  The Reporting Persons continue to evaluate the appropriate approach to voting the Shares at the Annual Meeting.   However, the Reporting Persons’ present intention is to: (i) abstain from voting in respect of the election of Ming Lu (Chairman of the Compensation Committee), Hugo Bagué, Samuel A. Di Piazza, Jr, Dame DeAnne Julius, and Shailesh Rao (each of whom served as a member of the Issuer’s Compensation Committee in 2016) to the Issuer’s Board; (ii) vote against the election of Sheila A. Penrose (Chairman of the Board); (iii) vote against the Issuer’s “say on pay” proposal regarding executive compensation (Proposal 2); and (iv) vote against the 2017 Stock Award and Incentive Plan (Proposal 4).  The Reporting Persons believe that other shareholders should also vote in a similar manner at the Annual Meeting.  The Reporting Persons do not intend to solicit proxies with respect to the annual meeting and nothing herein is intended as a solicitation of proxies.

The Reporting Persons have engaged and/or expect to engage with the Issuer’s management, Board and shareholders, as well as other persons including but not limited to providers of corporate governance research and recommendations, with respect to these matters as well as other matters relating to the Issuer.  Such engagement may include discussions with respect to one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D; provided, however, that the Reporting Persons do not intend to engage in any control transaction or any contested solicitation with respect to the election of directors.

The Reporting Persons intend to review their investment in the Issuer on a continuing basis and may, from time to time and at any time in the future depending on various factors, including, without limitation, the outcome of any discussions referenced above, the Issuer’s financial position and strategic direction, actions taken by the Board, price levels of the Common Stock, other investment opportunities available to the Reporting Person, conditions in the securities market and general economic and industry conditions, take such actions with respect to the Reporting Persons’ investment in the Issuer as they deem appropriate, including: (i) acquiring additional shares of Common Stock and/or other securities, or derivative or other instruments that are based upon or relate to the value of the shares of Common Stock (collectively, “Securities”) in the open market or otherwise; (ii) disposing of any or all of their Securities in the open market or otherwise; or (iii) engaging in any hedging or similar transactions with respect to the Securities.

The aggregate percentage of the outstanding shares of Common Stock reported as beneficially owned by the Reporting Persons is based upon the 45,287,030 shares of Common Stock outstanding as of May 1, 2017, as disclosed in the Issuer’s Form 10-Q filed with the SEC on May 5, 2017.

GIM LLP has the sole power to vote or direct the vote of, and the sole power to dispose or direct the disposition of, 24,317 such shares of Common Stock and has the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, 3,389,852 such shares of Common Stock. GIM Fund LLC has the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, 720,390 such shares of Common Stock, representing 1.6% of the outstanding shares of Common Stock. GIM US LLP has the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, 1,636,993 such shares of Common Stock, representing 3.6% of the outstanding shares of Common Stock. GIM Fund plc has the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, 973,803 such shares of Common Stock, representing 2.2% of the outstanding shares of Common Stock.

 

(c) Schedule II hereto, which is incorporated by reference into this Item 5(c) as if restated in full herein, describes all of the transactions in shares of Common Stock beneficially owned by the Reporting Persons acquired or sold during the past sixty (60) days. The transactions described in Schedule II were effected through brokers.

(d) Owners of the individual subject accounts managed by the Reporting Persons may under certain circumstances have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares.

(e) Not applicable.

From time to time, each of the Reporting Persons may lend portfolio securities, including the Shares, to brokers, banks or other financial institutions. These loans typically obligate the borrower to return the securities, or an equal amount of securities of the same class, to the lender on demand and typically the borrower is entitled to exercise voting rights and to retain dividends during the term of the loan.

 

 

 

 

 

 

 

Dated:  May 8, 2017

 

	GENERATION INVESTMENT MANAGEMENT LLP
	By:	/s/ Alexander Marshall
		Name:  Alexander Marshall
		Title:    General Counsel & Chief Compliance Officer

	GENERATION INVESTMENT MANAGEMENT US LLP
	By: Generation Investment Management Services LLC Its: Partner
	By:	/s/ Peter Harris
		Name: Peter Harris

	GENERATION IM FUND PLC
	By:	/s/ Peter Harris
		Name:  Peter Harris
		Title:   Director

	GENERATION IM GLOBAL EQUITY FUND LLC
	By:	/s/ Peter Harris
		Name:  Peter Harris