2024-08-06T13:24:02-05:00 2023-12-31 521392008 GELMAN ROSENBERG & FREEDMAN 4550 MONTGOMERY AVE SUITE 800N BETHESDA MD 208142930 990 2023-01-01 521380217 COUNCIL OF INSTITUTIONAL INVESTORS COUN 2028220800 1828 L STREET NW 600 WASHINGTON DC 20036 GLENN DAVIS DEPUTY DIRECTOR 2028220800 2024-08-06 1 0 ELIZABETH W HELLER P00397829 3019519090 2023 2024-08-08 14:25:15Z X GLENN DAVIS 1828 L STREET NW 600 WASHINGTON DC 20036 4517712 0 X WWW.CII.ORG X 1985 CA SEE PART III, LINE 1. 15 15 12 18 0 0 0 0 4034837 4353403 64293 148276 0 6319 4099130 4507998 0 0 0 0 2430095 2232759 0 0 0 1519051 1475432 3949146 3708191 149984 799807 8853996 9833473 3055950 2533717 5798046 7299756 X EDUCATE/ADVOCATE FOR EFFECTIVE CORPORATE GOVERNANCE AND PUBLIC COMPANY DISCLOSURE, STRONG SHAREHOLDER RIGHTS AND FAIR CAPITAL MARKETS. 0 0 EDUCATION AND RESEARCH IN 2023, CII HOSTED TWO NATIONAL CONFERENCES WITH MORE THAN 800 MEMBER ATTENDEES IN PERSON, AND AN IN-PERSON PROFESSIONAL TRAINING COURSE IN PARTNERSHIP WITH NYU LAW SCHOOL'S CENTER FOR CORPORATE GOVERNANCE & FINANCE WITH 65 PARTICIPANTS. THE FALL CONFERENCE INCLUDED 46 SHAREHOLDER-COMPANY ENGAGEMENT MEETINGS ("ENGAGEMENT EXCHANGE"). CII HOSTED NUMEROUS PODCASTS AND 22 WEBINARS DURING THE YEAR ON A WIDE RANGE OF TOPICS RELATED TO CORPORATE GOVERNANCE, SHAREHOLDER RIGHTS AND CAPITAL MARKETS REGULATION AND LEGISLATION. CII PUBLISHED THE CII GOVERNANCE ALERT MEMBER NEWSLETTER ON A WEEKLY BASIS. CII ALSO PUBLISHED A REPORT TITLED "IMPLICATIONS OF PROPOSED UPDATES TO FEDERAL BENEFIT- ANALYSIS." CII STAFF PRESENTED FREQUENTLY AT CONFERENCES AND AT REGULATORY AND LEGISLATIVE FORUMS. ADVOCACY AND ENGAGEMENT: CII MEMBERS MET TWICE IN 2023 AND APPROVED: (1) AMENDMENTS TO OUR CORPORATE GOVERNANCE POLICIES CALLING ON COMPANIES TO DISCLOSE THE IDENTITY OF PROPONENTS OF SHAREHOLDER RESOLUTIONS, (2) AMENDMENTS TO POLICY ON THE TIMING OF THE AVAILABILITY OF PROXY STATEMENTS. CII WORKED CONSISTENTLY DURING THE YEAR TO DEFEND SHAREHOLDER RIGHTS AND PROTECTIONS. CII'S EXECUTIVE DIRECTOR TESTIFIED BEFORE THE HOUSE COMMITTEE ON FINANCIAL SERVICES' SUBCOMMITTEE ON CAPITAL MARKETS ON GOVERNANCE REFORMS ADVANCED BY THE SEC. CII ADVOCATED FOR "SUNSET" PROVISIONS FOR DUAL-CLASS STOCK STRUCTURES AT PUBLIC COMPANIES. CII ALSO ADVOCATED FOR STANDARDIZED CORPORATE DISCLOSURES OF CLIMATE RISK, LIABILITY FOR ERRORS AND OMISSIONS IN REGISTRATION STATEMENTS FOR PRIMARY DIRECT LISTINGS, AND CLAWBACK PROPOSALS. CII JOINED 12 OTHER ORGANIZATIONS IN FILING AN AMICUS BRIEF SUPPORTING THE SEC IN A LEGAL CHALLENGE TO PRIVATE FUND ADVISOR RULES (IN THE U.S. COURT OF APPEALS FOR THE FIFTH CIRCUIT). 0 0 0 1 0 0 0 0 1 1 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 0 0 0 0 0 0 0 1 1 1 0 1 14 0 1 12 1 0 0 0 0 0 0 0 0 X 15 15 0 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 0 0 CA X KYLUND ARNOLD 2028220800 1828 L STREET NW 600 WASHINGTON DC 20036 SCOTT ZDRAZIL CHAIR (THROUGH 03/23) 3.00 X X 0 0 0 AEISHA MASTAGNI CHAIR 3.00 X X 0 0 0 THOMAS MCINTYRE CO-CHAIR (THROUGH 03/23) 3.00 X X 0 0 0 MARGARET FORAN CO-CHAIR 3.00 X X 0 0 0 MICHAEL MCCAULEY CO-CHAIR 3.00 X X 0 0 0 TEJAL PATEL CO-CHAIR 3.00 X X 0 0 0 KATIE HOFFMAN TREASURER 3.00 X X 0 0 0 MICHAEL PRYCE-JONES SECRETARY 3.00 X X 0 0 0 MARY FRANCIS BOARD MEMBER (THROUGH 03/23) 3.00 X 0 0 0 JOE AGUILAR BOARD MEMBER 3.00 X 0 0 0 PATTI GAZDA BOARD MEMBER 3.00 X 0 0 0 TRACY HARRIS BOARD MEMBER 3.00 X 0 0 0 MARGARET MADDEN BOARD MEMBER 3.00 X 0 0 0 YUMI NARITA BOARD MEMBER 3.00 X 0 0 0 SIMISO NZIMA BOARD MEMBER 3.00 X 0 0 0 JENNIFER O'DELL BOARD MEMBER 3.00 X 0 0 0 ELIZABETH PARISIAN BOARD MEMBER 3.00 X 0 0 0 MITCH VOGEL BOARD MEMBER 3.00 X 0 0 0 AMY BORRUS EXECUTIVE DIRECTOR 55.00 3.00 X 402286 0 19966 JEFF MAHONEY GENERAL COUNSEL 55.00 3.00 X 392713 0 53684 GLENN DAVIS DEPUTY DIRECTOR 55.00 3.00 X 239873 0 48928 MELISSA FADER DIRECTOR OF OPERATIONS & MEMBERSHIP 55.00 X 190384 0 30141 ROSEMARY LALLY EDITOR 40.00 X 125313 0 48415 MICHAEL MILLER IT & RESOURCES DIRECTOR 40.00 X 103803 0 17466 KYLUND ARNOLD BUSINESS MANAGER 40.00 X 100202 0 12588 1554574 0 231188 7 0 1 0 0 MEMBER DUES 900099 3380256 3380256 CONFERENCES & MEETINGS 900099 973147 973147 4353403 157990 157990 9714 -9714 -9714 -9714 OTHER REVENUE 900099 6319 6319 6319 4507998 4353403 0 154595 1377975 595778 52799 93592 112615 19279 76726 8765 9337 86892 32284 181354 32473 809918 19776 49385 DUES AND SUBSCRIPTIONS 103526 PENSION ADMIN 34277 MEALS AND ENTERTAINMENT 9774 MAINTENANCE 1542 124 3708191 136 4538456 4697077 28623 942274 1504730 146766 81639 53717 65127 3243490 3513958 61751 14172 23958 8853996 9833473 327050 259193 2568900 2274524 160000 3055950 2533717 X 5798046 7299756 5798046 7299756 8853996 9833473 X 799807 362824 339079 X 0 1 X 1 0 0 0 1 3380256 18192 3522 21714 16901 4813 4282467 85633 4368100 3877634 404833 4282467 4880864 1003230 3877634 5669250 788386 4880864 5403000 266250 5669250 1.00000 0 0 7093 7093 105577 74425 31152 34096 7214 26882 65127 4880536 362824 9714 372538 4507998 0 4507998 3722925 14734 14734 3708191 0 3708191 PART V, LINE 4: THE BOARD HAS ESTABLISHED AN OPERATING RESERVE. PART XI, LINE 2D - OTHER ADJUSTMENTS: LOSS ON THE SALE OF FIXED ASSETS REPORTED AS AN 9,714. EXPENSE ON THE FINANCIAL STATEMENTS AND NETTED AGAINST REVENUE ON THE FORM 990, PART VIII, LINE 7C. PART XII, LINE 2D - OTHER ADJUSTMENTS: RELATED ORGANIZATION EXPENSES INCLUDED ON THE 5,020. CONSOLIDATED FINANCIAL STATEMENTS AND EXCLUDED FROM THE FORM 990, PART IX. LOSS ON THE SALE OF FIXED ASSETS REPORTED AS AN 9,714. EXPENSE ON THE FINANCIAL STATEMENTS AND NETTED AGAINST REVENUE ON THE FORM 990, PART VIII, LINE 7C. X X 0 0 0 JEFF MAHONEY GENERAL COUNSEL 392713 0 0 0 0 0 0 0 53684 0 446397 0 0 0 AMY BORRUS EXECUTIVE DIRECTOR 402286 0 0 0 0 0 0 0 19966 0 422252 0 0 0 GLENN DAVIS DEPUTY DIRECTOR 239873 0 0 0 0 0 0 0 48928 0 288801 0 0 0 MELISSA FADER DIRECTOR OF OPERATIONS & MEMBERSHIP 190384 0 0 0 0 0 0 0 30141 0 220525 0 0 0 ROSEMARY LALLY EDITOR 125313 0 0 0 0 0 0 0 48415 0 173728 0 0 0 FORM 990, PART VI, SECTION A, LINE 6 ARTICLE 3A OF THE BYLAWS OF THE COUNCIL OF INSTITUTIONAL INVESTORS GENERALLY DESCRIBES THE VOTING MEMBERS OF THE COUNCIL AND THEIR RELATED RIGHTS AS FOLLOWS: VOTING MEMBERS U.S. ASSET OWNERS -EMPLOYEE BENEFIT PLANS, STATE OR LOCAL AGENCIES OFFICIALLY CHARGED WITH INVESTING PUBLIC FUND ASSETS AND CHARITABLE TAX-EXEMPT FOUNDATIONS AND ENDOWMENTS DUES - A QUALIFIED APPLICANT WILL BECOME A VOTING MEMBER UPON PAYMENT OF THE ANNUAL DUES SET BY THE MEMBERSHIP. FORM 990, PART VI, SECTION A, LINE 7A EACH MEMBER HAS ONE VOTE AT COUNCIL BUSINESS MEETINGS AND ONE VOTE IN CONSTITUENCY MEETINGS. IN ADDITION, ARTICLES 4B AND 5B OF THE BYLAWS GENERALLY DESCRIBES THE DECISIONS REQUIRING APPROVAL BY THE VOTING MEMBERS OF THE COUNCIL. FORM 990, PART VI, SECTION A, LINE 7B THE U.S. ASSET OWNERS RESERVE TO THEMSELVES (I) THE POWER TO AMEND THE BYLAWS, (II) THE POWER TO DISSOLVE THE ORGANIZATION, (III) THE RIGHT TO APPROVE THE COUNCIL'S ANNUAL BUDGET AND ANY CHANGES OR AMENDMENTS TO THE BUDGET EXCEEDING TEN (10) PERCENT OF TOTAL ANNUAL EXPENDITURES, (IV) THE RIGHT TO APPROVE COUNCIL POLICIES, AND (V) THE RIGHT TO CHANGE MEMBERS' VOTING RIGHTS. THE U.S. ASSET OWNERS, THROUGH THEIR CONSTITUENCIES, ELECT THE BOARD OF DIRECTORS. FORM 990, PART VI, SECTION B, LINE 11B THE COUNCIL'S AUDIT COMMITTEE CHARTER PROVIDES THAT THE AUDIT COMMITTEE REVIEW A WRITTEN COMMUNICATION FROM THE EXECUTIVE DIRECTOR OR HIS/HER DESIGNEE THAT HE/SHE DISTRIBUTED A DRAFT OF THE FORM 990 TAX FILING TO THE COUNCIL BOARD FOR ITS REVIEW PRIOR TO ITS FILING, AND THAT HE/SHE HAS REVIEWED THE TAX FILING. THE COMMUNICATION ALSO CONFIRMS HIS/HER KNOWLEDGE THAT THE FORM DOES NOT CONTAIN ANY UNTRUE STATEMENTS OR OMIT ANY MATERIAL FACTS, THAT THE FINANCIAL INFORMATION PRESENTED FAIRLY REPRESENTS CII'S FINANCIAL CONDITION FOR THE PERIOD COVERED, THAT IT WAS FILED IN A TIMELY MANNER, AND THAT HE/SHE IS MAINTAINING INTERNAL CONTROLS DESIGNED TO ENSURE THE MATERIAL INFORMATION RELATED TO THE COUNCIL'S TAX FILING BE MADE KNOWN TO HIM/HER. THE FORM 990 IS PREPARED BY THE OUTSIDE ACCOUNTANT AND REVIEWED BY MANAGEMENT. THE FULL BOARD RECEIVES A FINAL COPY OF THE RETURN BEFORE IT IS FILED. FORM 990, PART VI, SECTION B, LINE 12C THE COUNCIL HAS A "CONFLICT OF INTEREST POLICY, PROCEDURE & DISCLOSURE" THAT REQUIRES OFFICERS, DIRECTORS, AND KEY EMPLOYEES TO DISCLOSE "OTHER INTERESTS", AS DEFINED IN THE POLICY AT LEAST ONCE EACH YEAR OR MORE FREQUENTLY IF "OTHER INTERESTS" ARISE. THE COUNCIL'S GOVERNANCE COMMITTEE REVIEWS THE ANNUAL DISCLOSURE FORMS AND THE FULL BOARD MUST DECIDE WHAT IF ANYTHING TO DO IN RESPONSE TO DISCLOSURES OF "OTHER INTERESTS" ACCORDING TO THE POLICY'S PROCEDURES. IT IS CII'S PREROGATIVE, NOT THAT OF THE DISCLOSING INDIVIDUAL, TO MAKE DETERMINATIONS REGARDING CORRECTIVE MEASURES WITH RESPECT TO "OTHER INTERESTS." THE BOARD OF DIRECTORS WILL DO SO. AMONG THE CORRECTIVE MEASURES AVAILABLE TO BE RECOMMENDED ARE THESE: 1. DISCLOSURE TO THE ENTIRE BOARD OF DIRECTORS. IN MOST CASES, IT IS EXPECTED THAT THE POSSIBILITY OF SUBJECTIVITY OR BIAS WILL BE SUFFICIENTLY OFFSET BY DISCLOSING THE "OTHER INTERESTS" TO THE ENTIRE BOARD OF DIRECTORS. THE BOARD OF DIRECTORS WILL BE EXPECTED TO TAKE THE INDIVIDUAL'S "OTHER INTERESTS" INTO CONSIDERATION WHEN DISCUSSIONS, DEBATES OR DECISIONS OCCUR. CII, THE BOARD OF DIRECTORS, THE GOVERNANCE COMMITTEE AND THE INDIVIDUALS WILL ALL HAVE FULLY DISCHARGED THEIR DUTIES. 2. RECUSAL. IN SOME INSTANCES, IT MAY BE DETERMINED THAT THE AVOIDANCE OF CONFLICTS OF INTEREST, OR EVEN THE MERE APPEARANCE OF CONFLICTS OF INTEREST, WILL DICTATE THAT THE DISCLOSING INDIVIDUAL SHOULD AVOID DISCUSSIONS, DEBATES, AND DECISION-MAKING ON SUBJECTS RELATED TO THE DISCLOSURE. THE INDIVIDUAL WILL WITHDRAW FROM ALL OR PORTIONS OF MEETINGS OR ACTIVITIES AS APPROPRIATE. 3. RESIGNATION. THERE COULD BE SITUATIONS, EXPECTED TO BE RARE, IN WHICH THE INDIVIDUAL'S "OTHER INTERESTS" ARE SO EXTENSIVE OR PERVASIVE THAT THE INDIVIDUAL'S INVOLVEMENT IN DISCUSSIONS, DEBATES OR DECISION-MAKING ON ANY SUBJECT WILL BE ADVERSELY AFFECTED IN THE VIEW OF THE BOARD OF DIRECTORS. IN THAT CASE THE INDIVIDUAL WILL BE ASKED TO RESIGN. IF RESIGNATION IS NOT FORTHCOMING, THE BOARD OF DIRECTORS WILL DECIDE ON ALTERNATIVES CONSISTENT WITH CII'S BYLAWS AND GOVERNING STATE LAW. FORM 990, PART VI, SECTION B, LINE 15A ARTICLE 6 OF THE COUNCIL'S BYLAWS PROVIDES THAT THE COUNCIL BOARD "IS RESPONSIBLE FOR THE HIRING, ANNUAL EVALUATION, COMPENSATION AND TERMINATION OF THE EXECUTIVE DIRECTOR." ARTICLE 6 ALSO STATES THAT THE EXECUTIVE DIRECTOR "WILL MAKE STAFF COMPENSATION DECISIONS WITHIN BUDGETARY LIMITS SET BY THE BOARD." BOARD OFFICERS SERVED AS THE GOVERNANCE COMMITTEE IN 2023. COMPARABLE DATA IS USED IN THE COMPENSATION REVIEW PROCESS FOR THE TOP MANAGEMENT OFFICIAL. THE BOARD REVIEWED THE PERFORMANCE OF THE EXECUTIVE DIRECTOR IN THE FALL AND SET THEIR COMPENSATION IN AUGUST 2023. FORM 990, PART VI, SECTION C, LINE 19 THE COUNCIL MAKES ITS ARTICLES OF INCORPORATION, BYLAWS, AND AUDITED FINANCIAL STATEMENTS AVAILABLE ON ITS WEBSITE TO MEMBERS OF THE COUNCIL. NONE OF THESE DOCUMENTS ARE MADE AVAILABLE TO THE GENERAL PUBLIC. FORM 990, PART XI, LINE 9: OTHER NET PENSION GAIN 339,079. CII RESEARCH AND EDUCATION FUND 1828 L STREET NW STE 600 WASHINGTON DC 20036 453670271 EDUCATIONAL DC 501(C)(3) LINE 7 COUNCIL OF INSTITUTIONAL INVESTORS 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0 CII RESEARCH AND EDUCATION FUND O 5000 SALARY COSTS