GGP INC.
Proposal 1.
Proposal to adopt the Agreement and Plan of Merger, dated as of March 26, 2018, by and among Brookfield Property Partners L.P. ("BPY"), Goldfinch Merger Sub Corp., and GGP Inc. ("GGP"), as amended on June 25, 2018, and as may be further amended from time to time in accordance with its terms, pursuant to which BPY has agreed to acquire GGP through a series of transactions (the "Transactions").
Caisse vote:
For
Applicable policy or principle:
PR_03
Proposal 2.
Proposal to approve amending and restating the GGP certificate of incorporation to authorize new classes of capital stock and implement other ancillary amendments.
Caisse vote:
For
Applicable policy or principle:
PR_03
Proposal 3.
Proposal to approve amending and restating the GGP certificate of incorporation to remove the ability of stockholders to prohibit the board of directors of Brookfield Property REIT Inc., the new name of GGP after the consummation of the Transactions ("BPR"), from further amending the GGP bylaws that were amended by such stockholders.
Caisse vote:
For
Applicable policy or principle:
PR_03
Proposal 4.
Proposal to approve amending and restating the GGP certificate of incorporation to impose a voting requirement of 66 2/3% of the voting power of the capital stock entitled to vote to amend or repeal the GGP bylaws.
Caisse vote:
For
Applicable policy or principle:
PR_03
Proposal 5.
Proposal to approve amending and restating the GGP certificate of incorporation to impose a voting requirement of 66 2/3% of the voting power of the capital stock entitled to vote to remove a director of BPR.
Caisse vote:
For
Applicable policy or principle:
PR_03
Proposal 6.
Proposal to approve amending and restating the GGP bylaws to include a provision requiring BPR to include in its proxy statements and proxy cards director candidates selected by a BPY affiliate.
Caisse vote:
For
Applicable policy or principle:
PR_03
Proposal 7.
Proposal to approve amending and restating the GGP bylaws to eliminate the stockholders' power to call special meetings and to implement other ancillary amendments.
Caisse vote:
For
Applicable policy or principle:
PR_03
Proposal 8.
Proposal to approve, by non-binding, advisory vote, the compensation that may become payable to the GGP named executive officers in connection with the Transactions.
Caisse vote:
Against
Applicable policy or principle:
PR_07_08