SCRIPPS NETWORKS INTERACTIVE, INC.
Proposal 1.
ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF JULY 30, 2017, AS MAY BE AMENDED, AMONG SCRIPPS NETWORKS INTERACTIVE, INC., AN OHIO CORPORATION ("SCRIPPS"), DISCOVERY COMMUNICATIONS, INC., A DELAWARE CORPORATION ("DISCOVERY") AND SKYLIGHT MERGER SUB, INC., AN OHIO CORPORATION AND A WHOLLY OWNED SUBSIDIARY OF DISCOVERY ("MERGER SUB"), PURSUANT TO WHICH MERGER SUB WILL BE MERGED WITH AND INTO SCRIPPS, WITH SCRIPPS SURVIVING AS A WHOLLY OWNED SUBSIDIARY OF DISCOVERY (THE "MERGER").
Caisse vote:
For
Applicable policy or principle:
PR_03
Proposal 2.
APPROVE, ON AN ADVISORY (NON-BINDING) BASIS, CERTAIN COMPENSATION THAT WILL OR MAY BE PAID BY SCRIPPS TO ITS NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER.
Caisse vote:
Against
Applicable policy or principle:
PR_07_08
Proposal 3.
APPROVE THE ADJOURNMENT OF THE SCRIPPS SPECIAL MEETING IF NECESSARY TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES TO APPROVE ITEM 1 AT THE TIME OF THE SCRIPPS SPECIAL MEETING OR IF A QUORUM IS NOT PRESENT AT THE SCRIPPS SPECIAL MEETING.
Caisse vote:
Against
Applicable policy or principle:
PR_14