2023-08-29T13:49:25-05:00 2022-12-31 571157523 APRIO LLP 111 ROCKVILLE PIKE SUITE 600 ROCKVILLE MD 20850 990 2022-01-01 521380217 COUNCIL OF INSTITUTIONAL INVESTORS COUN 2028220800 1717 PENNSYLVANIA AVENUE NW 350 WASHINGTON DC 20006 AMY BORRUS EXECUTIVE DIRECTOR 2028220800 2023-08-28 1 AMY BORRUS 999009999 0 STACY CULLEN P00974308 3012316200 2 AAL1 IAL1 2022 2023-04-26 12:10:37Z AMY BORRUS 1717 PENNSYLVANIA AVENUE NW 350 WASHINGTON DC 20006 4099130 0 X WWW.CII.ORG X 1985 CA EDUCATE/ADVOCATE FOR EFFECTIVE CORPORATE GOVERNANCE AND PUBLIC COMPANY DISCLOSURE, STRONG SHAREHOLDER RIGHTS AND FAIR CAPITAL MARKETS. 15 15 15 17 0 0 5747 0 3111803 4034837 82477 64293 0 0 3200027 4099130 0 0 0 0 2435760 2430095 0 0 0 998709 1519051 3434469 3949146 -234442 149984 8425464 8853996 3080361 3055950 5345103 5798046 X TO EDUCATE OUR MEMBERS AND THE PUBLIC ABOUT EFFECTIVE CORPORATE GOVERNANCE, SHAREOWNER RIGHTS, AND RELATED INVESTMENT ISSUES AND TO ADVOCATE ON OUR MEMBERS' BEHALF. 0 0 EDUCATION AND RESEARCHIN 2022, CII HOSTED TWO NATIONAL CONFERENCES IN PERSON, AND AN IN-PERSON PROFESSIONAL TRAINING COURSE IN PARTNERSHIP WITH NYU LAW SCHOOL'S CENTER FOR CORPORATE GOVERNANCE & FINANCE. THE FALL CONFERENCE INCLUDED SHAREHOLDER-COMPANY ENGAGEMENT MEETINGS ("ENGAGEMENT EXCHANGE"). CII HOSTED NUMEROUS PODCASTS AND 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 E-NEWSLETTER ON A WEEKLY BASIS. CII ALSO PUBLISHED A MEMBER GOVERNANCE GUIDE ON ENTRENCHMENT DEVICES. CII STAFF PRESENTED FREQUENTLY AT CONFERENCES AND AT REGULATORY AND LEGISLATIVE FORUMS. SOME WERE VIRTUAL EVENTS, OTHERS WERE IN-PERSON FORUMS. ADVOCACY AND ENGAGEMENTCII MEMBERS MET TWICE IN 2022 AND APPROVED: (1) AMENDMENTS TO OUR CORPORATE GOVERNANCE POLICIES ON THE FORMAT AND TIMING OF SHAREHOLDER MEETINGS, (2) A POLICY ON SHAREHOLDER VOTES TO APPROVE "POISON PILLS, AND (3) AMENDED POLICIES ON CORPORATE BOARD SIZE AND SERVICE LIMITS FOR DIRECTORS.CII WORKED CONSISTENTLY DURING THE YEAR TO DEFEND SHAREHOLDER RIGHTS AND PROTECTIONS. 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 TRANSPARENCY OF SPACS. CII JOINED SEVEN OTHER ORGANIZATIONS IN FILING AN AMICUS BRIEF SUPPORTING NASDAQ'S BOARD DIVERSITY DISCLOSURE LISTING RULES (IN THE U.S. COURT OF APPEALS FOR THE FIFTH CIRCUIT). 0 0 0 1 0 0 0 0 0 1 0 0 0 1 1 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 0 0 1 13 0 1 15 1 0 0 0 0 1 0 0 0 0 X 15 15 0 0 1 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 0 0 CA X KYLUND ARNOLD 2028220800 1717 PENNSYLVANIA AVENUE NW 350 WASHINGTON DC 20006 SCOTT ZDRAZIL CHAIR 3.00 0.00 X X 0 0 0 AEISHA MASTAGNI CO-CHAIR 3.00 0.00 X X 0 0 0 MARGARET FORAN CO-CHAIR 3.00 0.00 X X 0 0 0 LOUIS MALIZIA CO-CHAIR (UNTIL 3/2022) 3.00 0.00 X X 0 0 0 KATY HOFFMAN TREASURER (FROM 3/2022) 3.00 0.00 X X 0 0 0 MANSCO PERRY III TREASURER (UNTIL 3/2022) 3.00 0.00 X X 0 0 0 THOMAS MCINTYRE SECRETARY (UNTIL 3/2022) 3.00 0.00 X X 0 0 0 TEJAL PATEL SECRETARY (FROM 3/2022) 3.00 0.00 X X 0 0 0 RON BAKER BOARD MEMBER 2.00 0.00 X 0 0 0 PATTI GAZDA BOARD MEMBER 2.00 0.00 X 0 0 0 MARY FRANCIS BOARD MEMBER 2.00 0.00 X 0 0 0 SIMISO NZIMA BOARD MEMBER 2.00 0.00 X 0 0 0 ELIZABETH PARISIAN BOARD MEMBER 2.00 0.00 X 0 0 0 MITCH VOGEL BOARD MEMBER 2.00 0.00 X 0 0 0 MICHAEL PRYCE-JONES BOARD MEMBER 2.00 0.00 X 0 0 0 YUMI NARITA BOARD MEMBER 2.00 0.00 X 0 0 0 MICHAEL MCCAULEY BOARD MEMBER 2.00 0.00 X 0 0 0 AMY BORRUS EXECUTIVE DIRECTOR 55.00 3.00 X 421845 0 19319 JEFF MAHONEY GENERAL COUNSEL 55.00 3.00 X 361553 0 51423 GLENN DAVIS DEPUTY DIRECTOR 55.00 3.00 X 220693 0 46688 MELISSA FADER DIR. OF OPS (FROM 7/2022) 55.00 0.00 X 166740 0 33039 MARIE BRODMERKEL CHIEF OF OPERATIONS (UNTIL 7/2022) 55.00 3.00 X 116293 0 17630 TRACY STEWART DIRECTOR OF RESEARCH 55.00 0.00 X 170030 0 30340 ROSEMARY LALLY EDITOR 55.00 0.00 X 111940 0 46140 1569094 0 244579 7 0 1 0 0 MEMBER DUES 541900 3109588 3109588 CONFERENCE & MEETINGS 541900 925249 925249 4034837 64293 64293 4099130 4034837 0 64293 1321300 694100 174791 119864 120040 8586 72496 27566 17966 127178 34477 154416 33645 879410 21106 46400 DUES AND SUBSCRIPTIONS 95755 TAXES AND FEES 50 3949146 136 136 4609162 4538456 293 0 75591 942274 233860 180143 45225 53717 3678127 3243490 61751 16930 14172 8425464 8853996 255620 327050 2351235 2568900 473506 160000 3080361 3055950 X 5345103 5798046 5345103 5798046 8425464 8853996 X 149984 -475371 2000 776330 X X 0 1 X 1 0 0 0 1 3109588 9555 9515 19070 15548 3522 3877634 404833 4282467 4880864 1003230 3877634 5669250 788386 4880864 5403000 266250 5669250 5326875 76125 5403000 1.00000 0.00000 0.00000 0 0 9925 9925 0 223935 170218 53717 53717 ACCRUED PENSION LIABILITY 160000 160000 X PART V, LINE 4: THE BOARD HAS ESTABLISHED AN OPERATING RESERVE. PART X, LINE 2: THE COUNCIL EVALUATES UNCERTAINTY IN INCOME TAX POSITIONS BASED ON A MORE-LIKELY-THAN-NOT RECOGNITION STANDARD. IF THAT THRESHOLD IS MET, THE TAX POSITION IS THEN MEASURED AT THE LARGEST AMOUNT THAT IS GREATER THAN 50% LIKELY OF BEING REALIZED UPON ULTIMATE SETTLEMENT. AS OF DECEMBER 31, 2022 AND 2021, THERE ARE NO ACCRUALS FOR UNCERTAIN TAX POSITIONS. IF APPLICABLE, THE COUNCIL RECORDS INTEREST AND PENALTIES AS A COMPONENT OF INCOME TAX EXPENSE. TAX YEARS FROM 2019 THROUGH THE CURRENT YEAR REMAIN OPEN FOR EXAMINATION BY TAX AUTHORITIES. X 0 0 0 AMY BORRUS EXECUTIVE DIRECTOR 420748 0 0 0 1097 0 0 0 19319 0 441164 0 0 0 JEFF MAHONEY GENERAL COUNSEL 361438 0 0 0 115 0 0 0 51423 0 412976 0 0 0 GLENN DAVIS DEPUTY DIRECTOR 220693 0 0 0 0 0 0 0 46688 0 267381 0 0 0 TRACY STEWART DIRECTOR OF RESEARCH 170030 0 0 0 0 0 0 0 30340 0 200370 0 0 0 MELISSA FADER DIR. OF OPS (FROM 7/2022) 164862 0 0 0 1878 0 0 0 33039 0 199779 0 0 0 ROSEMARY LALLY EDITOR 111940 0 0 0 0 0 0 0 46140 0 158080 0 0 0 FORM 990, PART VI, SECTION A, LINE 4 THE BYLAWS WERE AMENDED TO DELEGATE THE AUTHORITY TO SET DUES FOR MEMBERS BY THE BOARD. 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. 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. 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 2022. THE BOARD REVIEWED THE PERFORMANCE OF THE EXECUTIVE DIRECTOR IN THE FALL AND SET HER COMPENSATION FOR 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: NET PENSION GAIN 776,330. CII RESEARCH AND EDUCATION FUND 1717 PENNSYLVANIA AVE NW SUITE 350 WASHINGTON DC 20006 453670271 EDUCATIONAL DC 501(C)(3) LINE 7 CII 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 0 0 0