2018 Guide to Effective Proxies

2.8 Election of directors | 125 6 TH EDITION | GUIDE TO EFFECTIVE PROXIES BANK OF AMERICA CORPORATION Proposal1:ElectingDirectors OurBoardrecommendsavote“FOR”eachofthe15nomineeslistedbelowforelectionasadirector (Proposal1). Setforthbelowareeachnominee’sname,ageasofourannualmeetingdate,principaloccupation,businessexperience,and U.S.-listedpubliccompanydirectorshipsheldduringthepastfiveyears.Wealsodiscussthequalifications,attributes,and skillsthatledourBoardtonominateeachforelectionasaBankofAmericadirector. SharonL.Allen Age:66 Directorsince:August2012 FormerChairman,Deloitte OtherU.S.-ListedPublic CompanyDirectorships FirstSolar,Inc. Ms.Allen’sresponsibilityforauditandconsultingservicesinvariouspositionswithDeloitte LLP(Deloitte)enableshertobringextensiveaudit,financialreporting,andcorporate governanceexperiencetoourBoard.HerleadershippositionswithDeloittegiveherbroad managementexperiencewithlarge,complexbusinessesandaninternationalperspectiveon riskmanagementandstrategicplanning. ProfessionalHighlights: ‰ ServedasChairmanofDeloitte,afirmthatprovidesaudit,consulting,financialadvisory,riskmanagement,andtaxservices, astheU.S.memberfirmofDeloitteToucheTohmatsuLimitedfrom2003to2011 ‰ EmployedatDeloittefornearly40yearsinvariousleadershiproles,includingPartnerandRegionalManagingPartner, responsibleforauditandconsultingservicesforanumberofFortune500andlargeprivatecompanies ‰ MemberoftheGlobalBoardofDirectors,ChairoftheGlobalRiskCommittee,andU.S.RepresentativeontheGlobal GovernanceCommitteeofDeloitteToucheTohmatsuLimitedfrom2003to2011 ‰ MemberoftheBoardofDirectorsofafoodanddrugretailerseekingtobecomeapubliccompanyunderthenameAlbertsons Companies,Inc. ‰ DirectorofFirstSolar,Inc.,ChairofitsAuditCommittee,andmemberofitsTechnologyCommittee OtherLeadershipExperienceandService: ‰ FormerDirectorandChairoftheNationalBoardofDirectorsoftheYMCAoftheUSA,aleadingnonprofitorganizationforyouth development,healthyliving,andsocialresponsibility ‰ FormerViceChairoftheBoardofTrusteesoftheAutryNationalCenter,thegoverningbodyoftheAutryMuseumofthe AmericanWest ‰ AppointedbyPresidentGeorgeW.BushtothePresident’sExportCouncil,whichadvisedthePresidentonexportenhancement 6 BankofAmericaCorporation2018ProxyStatement Total of 08 pages in section BAXTER INTERNATIONAL INC. CorporateGovernanceatBaxterInternationalInc. 11 Nominees for Election as Directors José (Joe) E. Almeida ChairmanoftheBoard,PresidentandCEO Age55 Directorsince2016 Biography Mr.AlmeidawasappointedChairmanoftheBoard, PresidentandChiefExecutiveOfficereffectiveJanuary1, 2016.Hebeganservingasanexecutiveofficerofthe companyinOctober2015.HeservedasSeniorAdvisor withTheCarlyleGroupfromMay2015toOctober2015. Previously,heservedastheChairman,Presidentand ChiefExecutiveOfficerofCovidienplc(Covidien)from March2012throughJanuary2015,priortotheacquisition ofCovidienbyMedtronicplc(Medtronic),andPresident andChiefExecutiveOfficerofCovidienfromJuly2011to March2012.Mr.AlmeidaisamemberoftheBoardof DirectorsofWalgreensBootsAlliance,Inc.andOrtho- ClinicalDiagnostics,Inc.,aCarlyleGroupcompany. Mr.AlmeidaservedontheboardofdirectorsofState StreetCorporationfromOctober2013toNovember 2015,AnalogDevices,Inc.fromDecember2014to November2015andEMCCorporationfromJanuary2015 toNovember2015.Hepreviouslyservedasdirectorand chairmanoftheboardforTheAdvancedMedical TechnologyAssociation(AdvaMed). KeyAttributes,ExperienceandSkills Substantialknowledgeofthemedicaldeviceindustryand extensiveexperienceleadingandoperatingglobal corporationsasaresultofhisrolesasChairmanandChief ExecutiveOfficeratBaxterandCovidienandinother seniormanagementrolesatothermedicaldevice companies. Thomas F. Chen IndependentDirector Age68 Directorsince2012 Committees:CorporateGovernanceandQuality, ComplianceandTechnology Biography Mr.ChenservedasSeniorVicePresidentandPresident ofInternationalNutritionofAbbottLaboratories(Abbott) beforeretiringin2010.Duringhis22-yearcareerat Abbott,Mr.Chenservedinanumberofroleswith expandingresponsibilities,primarilyinPacific/Asia/Africa whereheoversawexpansionintoemergingmarkets.Prior toAbbott,heheldseveralmanagementpositionsat AmericanCyanamidCompany,whichlatermergedwith PfizerInc.Mr.Chencurrentlyservesasadirectorof Stericycle,Inc.Mr.Chenpreviouslyservedasadirectorof CyanotechCorporation. KeyAttributes,ExperienceandSkills Extensiveinternationalbusinessexperiencein pharmaceuticals,hospitalproductsandnutritionals throughhis22-yearcareeratAbbott,withadistinctglobal perspectiveresultingfromhisfocusonemergingmarkets, particularlyinChina,IndiaandotherAsiaPacificregions. investor.baxter.com Total of 06 pages in section CARNIVAL CORPORATION & PLC GOVERNANCE ElectionorRe-ElectionofDirectors The Nominating & Governance Committees conducted performance evaluations on the members of our Boards of Directors serving during fiscal 2017 and reported the results to the Boards. The Boards determined that each nominee was an effective and committed member of the Boards and the Board Committees on which each serves. In addition, in 2016, the Nominating & Governance Committees engaged a third-party governance expert to perform an assessment of the effectiveness of the Boards. The third-party governance expert interviewed each Director and members of senior management who interact substantially with the Boards, reviewed the results of the assessment with the Senior Independent Director, and then organized and summarized the assessment for discussion with the full Boards. Accordingly, the Boards of Directors unanimously recommend a vote FOR the election or re-election of eachof the following Director nominees: Micky Arison CarnivalCorporation Directorsince 1987 CarnivalplcDirector since 2003 Age: 68 Mr. Arison has been Chairman of the Board of Directors of Carnival Corporation since 1990. He has been Chairman of the Board of Directors of Carnival plc since 2003. He was Chief Executive Officer of Carnival Corporation (formerly known as Carnival Cruise Lines) from 1979 to 2013 and wasChiefExecutiveOfficer of Carnivalplcfrom 2003to 2013. BoardCommittees : Executive(Chair) Other Public CompanyBoards : None Qualifications : Mr. Arison’s qualifications to serve on the Boards include his decades of leadership experience with Carnival Corporation & plc, as well as in-depth knowledge of our business, our history and the cruise industry, all gained through more than 45 years of service withour companies. Sir JonathonBand CarnivalCorporation Directorsince 2010 CarnivalplcDirector since 2010 Age: 68 Sir Jonathon has been a Director of Carnival Corporation and Carnival plc since 2010. He served in the British Navy from 1967 until his retirement in 2009, having served as First Sea Lord and Chief of Naval Staff, the most senior officer position in the British Navy, until 2009. He was a Director of LockheedMartin UKLimitedfrom 2010to 2015. Board Committees : Health, Environmental, Safety & Security (“HESS”) (Chair) andNominating& Governance Other Public CompanyBoards : None Qualifications : Sir Jonathon’s qualifications to serve on the Boards include his extensive experience in maritime and security matters gained through his 42 years of service with the British Navy. He also brings an international perspective of company andindustry matters. CarnivalCorporation&plc2018ProxyStatement 15 Total of 07 pages in section CENTERPOINT ENERGY, INC. 2018ProxyStatement Item1:ElectionofDirectors(continued) Thetennomineesforelectionattheannualmeetingarelistedbelow. LESLIED.BIDDLE(First-timeNomineetotheBoardofDirectors) Leslie D. Biddle , age 51, is a first-time nominee to the CenterPoint Energy Board of Directors. If elected, Ms. Biddle will commence her service on the Board following the Annual Meeting. Ms.BiddlehasservedasaPartnerandthePresidentofSerengetiAssetManagementsince2013 where she heads its risk committee and its energy research efforts. Before joining Serengeti, Ms.BiddlespentnearlytenyearsatGoldmanSachs,whereshewasmostrecentlyGlobalHeadof Commodity Sales and the Chief Financial Officer of its investments in the metals and mining sector. Ms. Biddle was responsible for many of the structured transactions in the private equity andpowerspaces,includingtheTexasGencoacquisitionandtheTXUleveragedbuyout,andwas also a member of Goldman Sachs’ Finance Committee, Business Practices Committee, Firmwide New Activity Committee, Structured Investment Products Committee and European Audit and ComplianceCommittee.PriortojoiningGoldmanSachs,Ms.BiddleservedasaVicePresidentat the AES Corporation focusing on project finance and power plant development. Ms. Biddle has served on the Board of Directors of Empire State Realty Trust, Inc. since March 2017. She also servesastheViceChairoftheBoardofTrusteesofColbyCollege. The Board determined that Ms. Biddle should be nominated for electionas a director due toher extensiveexpertiseinfinance,complexstructuredtransactionsandprojectfinance,particularlyin the energy industry. The Board also values her service on the Boards of Directors of other public companies. * Nominated for election to the Board for the first time at the Company’s 2018 Annual Meeting of Shareholders. IndependentDirectorNominee Committees: Tobedetermined* MILTONCARROLL MiltonCarroll ,age67,hasbeenadirectorsince1992.HehasservedasExecutiveChairmansince June 2013and previously served asChairman from September 2002untilMay2013.Mr.Carroll has served asa director of Halliburton Company since 2006and Western Gas Holdings, LLC, the general partner of Western Gas Partners, LP, since 2008. He has served as a director of Health Care Service Corporation since 1998 and as its chairman since 2002. He previously served as a director of LyondellBasell Industries N.V.from July2010toJuly2016aswellasLRE GP,LLC, the generalpartnerofLRREnergy,L.P.,fromNovember2011toJanuary2014. The Board determined that Mr. Carroll should be nominated for election as a director due tohis extensiveknowledgeoftheCompanyanditsoperationsgainedin25yearsofserviceasadirector oftheCompany,itspredecessorsandaffiliates.TheBoardvaluesMr.Carroll’sknowledgeoftheoil andnaturalgasindustry,boardleadershipskillsandcorporategovernanceexpertise. Non-IndependentDirector Nominee ExecutiveChairman Committees: None AlwaysThere ® 5 Total of 04 pages in section