2016-05-13T08:47:42-05:00 2015-12-31 371611326 ARONSON LLC 805 KING FARM BLVD 3RD FLOOR ROCKVILLE MD 20850 990 2015-01-01 521380217 COUNCIL OF INSTITUTIONAL INVESTORS COUN 2028220800 888 17TH STREET NW NO 500 WASHINGTON DC 20006 AMY BORRUS DEPUTY DIRECTOR 2028220800 2016-05-02 1 ROBERT EBY CPA P01682202 3012316200 2015 2016-09-27 15:27:22Z KEN BERTSCH 888 17TH STREET NW NO 500 WASHINGTON DC 20006 3410458 0 X WWW.CII.ORG X 1985 CA EDUCATE MEMBERS/PUBLIC ABOUT EFFECTVE CORP GOVERNANCE,SHAREOWNER RIGHTS & RELATED INVT ISSUES. 15 15 12 0 0 0 0 46095 2842886 3318883 61856 45480 0 0 2904742 3410458 35000 0 0 0 1785663 1722095 0 0 0 1537110 1674418 3357773 3396513 -453031 13945 7572925 7504594 2078912 2016326 5494013 5488268 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 ADVOCACY AND ENGAGEMENT - IN 2015, CII MEMBERS APPROVED A CORPORATE GOVERNANCE POLICY OPPOSING AUTOMATIC ACCELERATED VESTING OF STOCK OPTIONS. CII ADVOCATED FOR MEMBERSHIP-APPROVED POLICIES IN COMMENT LETTERS TO U.S. GOVERNMENT AGENCIES AND IN MEETINGS WITH GOVERNMENT AGENCIES, OFFICIALS AND OTHER POLICY MAKERS. CII ALSO ENGAGED WITH MANY PUBLIC COMPANIES ON MATTERS RELATING TO MEMBERSHIP-APPROVED POLICIES, INCLUDING VIA WRITTEN REQUESTS THAT COMPANIES TAKE ACTION IN RESPONSE TO SHAREHOLDER PROPOSALS THAT A MAJORITY OF SHAREHOLDERS SUPPORTED AND UNCONTESTED ELECTIONS OF DIRECTORS WHO FAILED TO RECEIVE MAJORITY SHAREHOLDER SUPPORT. EDUCATION AND RESEARCH - IN 2015, CII HOSTED 27 TELECONFERENCE BRIEFINGS OR WEBINARS FOR MEMBERS ON ISSUES AND TRENDS IN CORPORATE GOVERNANCE AND FINANCIAL REGULATION, RANGING FROM DIVESTMENT DRIVES TO CLAWBACKS OF UNEARNED CEO COMPENSATION. CII ALSO PUBLISHED FOUR NEW GUIDES FOR MEMBERS: PROXY ACCESS: BEST PRACTICES, CII INVESTOR-COMPANY ROUNDTABLE: EFFECTIVE ENGAGEMENT, BEST DISCLOSURE: COMPANY-SHAREHOLDER ENGAGEMENT, CII MARKET STRUCTURE ROUNDTABLE.CII HOSTED "CORPORATE GOVERNANCE 101 AND "EXECUTIVE COMPENSATION 101," TWO INTRODUCTORY COURSES FOR MEMBERS. CII ALSO HOSTED TWO ROUNDTABLES: ONE IN APRIL ON MARKET STRUCTURE, FOR MEMBER CIOS, AND ONE IN JULY ON SHAREOWNER-COMPANY ENGAGEMENT, FOR INVESTOR AND CORPORATE MEMBER REPRESENTATIVES.CII HELD FIVE MEETINGS, VIA CONFERENCE CALL OR IN-PERSON, OF THE PROXY VOTER GROUP, OF MEMBER REPRESENTATIVES WHO VOTE PROXIES AT ASSET OWNER AND ASSET MANAGER MEMBERS, TO DISCUSS CORPORATE GOVERNANCE ISSUES AND TRENDS. 0 1 0 1 0 0 0 0 1 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 9 0 1 12 1 0 0 0 0 1 1 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 MARIE BRODMERKEL 2028220800 888 17TH STREET NW 500 WASHINGTON DC 20006 MICHAEL MCCAULEY CHAIR 3.00 X X 0 0 0 THERESA WHITMARSH CO-CHAIR 3.00 X X 0 0 0 DAVID DONLIN CO-CHAIR 3.00 X X 0 0 0 MEREDITH MILLER CO-CHAIR 3.00 X X 0 0 0 JOHN ABRAHAM SECRETARY 3.00 X X 0 0 0 GAIL STONE TREASURER 3.00 X X 0 0 0 JAY J CHAUDHURI CHAIR(JAN-APRIL 2015) 3.00 X X 0 0 0 CARIN R ZELENKO CO-CHAIR(JAN-APRIL 2015) 3.00 X X 0 0 0 RANDI WEINGARTEN SECRETARY(JAN-APRIL 2015) 3.00 X X 0 0 0 CAROL NOLAN DRAKE TREASURER(JAN-APRIL 2015) 3.00 X X 0 0 0 TREVOR GUNDERSON BOARD MEMBER 3.00 X 0 0 0 JANE HAMBLEN BOARD MEMBER 3.00 X 0 0 0 DAVID KUSHNER BOARD MEMBER 3.00 X 0 0 0 GIANNA MCCARTHY BOARD MEMBER 3.00 X 0 0 0 JENNIFER O'DELL BOARD MEMBER 3.00 X 0 0 0 GREGORY W SMITH BOARD MEMBER 3.00 X 0 0 0 ANNE SIMPSON BOARD MEMBER 3.00 X 0 0 0 VONDA BRUNSTING BOARD MEMBER 3.00 X 0 0 0 AEISHA MASTAGNI BOARD MEMBER 3.00 X 0 0 0 TERRIJO SAARELA BOARD MEMBER 3.00 X 0 0 0 ANN YERGER EXECUTIVE DIRECTOR 40.00 X 239418 0 34209 AMY BORRUS DEPUTY DIRECTOR 40.00 X 279170 0 33967 JEFFREY MAHONEY GENERAL COUNSEL 40.00 X 291960 0 48554 MARIE BRODMERKEL CHIEF OF OPERATIONS 40.00 X 165930 0 33976 976478 0 150706 4 0 1 0 THE MOERY COMPANY 105 ORONOCO ST ALEXANDRIA VA 22314 CONSULTING 194944 KORN FERRY 1700 K STREET NW WASHINGTON DC 20006 CONSULTING 129600 TALLEN TECHNOLOGY RENTALS 485E US HIGHWAY 1 S ISELIN NJ 08830 AV RENTAL 111123 3 46095 46095 MEMBER DUES 541900 3012031 3012031 CONFERENCE & MEETINGS 541900 306852 306852 3318883 45480 45480 3410458 3318883 0 45480 927278 562114 92493 65324 74886 39015 300547 195805 71553 17005 225434 39200 630280 25785 23912 DUES AND SUBSCRIPTIONS 93133 BANK FEES 9544 OTHER 3205 3396513 163 250 7458649 7369162 6995 12000 45545 83135 211562 195995 34547 15567 27026 24480 7572925 7504594 171109 181329 1744433 1622732 163370 212265 2078912 2016326 X 5494013 5488268 5494013 5488268 7572925 7504594 X 13945 6829 -26519 X 0 1 X 1 0 RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED RESTRICTED 1 0 0 4866750 304125 5170875 4765500 101250 4866750 4993500 -228000 4765500 4257000 736500 4993500 4376250 -119250 4257000 1.00000 0 0 211562 195995 15567 15567 DEFERRED RENT 5404 ACCRUED PENSION COST 206861 212265 X 3390768 6829 -26519 -19690 3410458 0 3410458 3396513 0 3396513 0 3396513 PART X, LINE 2: FINANCIAL STATEMENT FOOTNOTE REGARDING FIN 48 (ASC 740) THE ORGANIZATION 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, 2015 AND 2014, THERE ARE NO ACCRUALS FOR UNCERTAIN TAX POSITIONS. IF APPLICABLE, THE ORGANIZATION RECORDS INTEREST AND PENALTIES AS A COMPONENT OF INCOME TAX EXPENSE. TAX YEARS FROM 2012 THROUGH THE CURRENT YEAR REMAIN OPEN FOR EXAMINATION BY TAX AUTHORITIES. PART XI LINE 2D: PENSION RELATED CHANGES OTHER THAN NET PERIODIC COST ($26,519) PART V LINE 4 ENDOWMENTS FUNDS THE BOARD HAS ESTABLISHED AN OPERATING RESERVE. X X 0 0 0 ANN YERGER EXECUTIVE DIRECTOR 239418 0 0 0 0 0 20351 0 13858 0 273627 0 0 0 AMY BORRUS DEPUTY DIRECTOR 279170 0 0 0 0 0 23729 0 10238 0 313137 0 0 0 JEFFREY MAHONEY GENERAL COUNSEL 286960 0 5000 0 0 0 24392 0 24162 0 340514 0 0 0 MARIE BRODMERKEL CHIEF OF OPERATIONS 160930 0 5000 0 0 0 13679 0 20297 0 199906 0 0 0 FORM 990, PART VI, SECTION A, LINE 6 MEMBERSHIP ARTICLE 3.A 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 (1) MEMBERS - EMPLOYEE BENEFIT PLANS, STATE OR LOCAL AGENCIES OFFICIALLY CHARGED WITH INVESTING PUBLIC FUND ASSETS AND CHARITABLE TAX-EXEMPT FOUNDATIONS AND ENDOWMENTS (II) 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 MEMBERSHIP RIGHTS EACH MEMBER HAS ONE VOTE AT COUNCIL BUSINESS MEETINGS AND ONE VOTE IN CONSTITUENCY MEETINGS. IN ADDITION, ARTICLE 5 B OF THE BYLAWS GENERALLY DESCRIBES THE DECISIONS REQUIRING APPROVAL BY THE VOTING MEMBERS OF THE COUNCIL. IN ADDITION, ARTICLE 4B OF THE BYLAWS GENERALLY DESCRIBES THE DECISIONS REQUIRING APPROVAL OF THE VOTING MEMBERS OF THE COUNCIL. FORM 990, PART VI, SECTION A, LINE 7B THE MEMBERSHIP RESERVES TO ITSELF (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 SET MEMBERSHIP DUES AND TO CHANGE MEMBERS' VOTING RIGHTS. THE MEMBERSHIP, THROUGH ITS CONSTITUENCIES, ELECTS THE BOARD OF DIRECTORS. FORM 990, PART VI, SECTION B, LINE 11 REVIEW PROCESS OF FORM 990 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 MONITORING CONFLICT OF INTEREST POLICY 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 PROCESS FOR APPROVING CEO COMPENSATION 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". IN ADDITION, ARTICLE 6 ALSO STATES THAT THE EXECUTIVE DIRECTOR "WILL MAKE STAFF COMPENSATION DECISIONS WITHIN BUDGETARY LIMITS SET BY THE BOARD". IN OCTOBER 2008, A PROMINENT COMPENSATION CONSULTING FIRM PERFORMED A REVIEW OF THE COMPENSATION PROVIDED TO THE COUNCIL'S EXECUTIVE DIRECTOR, DEPUTY DIRECTOR, AND GENERAL COUNSEL. THE REVIEW WAS CONDUCTED IN ACCORDANCE WITH A REQUEST FROM THE COUNCIL'S BOARD OF DIRECTORS. IN CONDUCTING ITS REVIEW, THE BOARD EVALUATED THE JOB DESCRIPTIONS FOR THE THREE POSITIONS, SURVEY DATA ON COMPENSATION FOR SIMILAR POSITIONS IN THE NON-PROFIT SECTOR AND COMPENSATION LEVELS FOR SIMILAR POSITIONS AT PEER NON-PROFIT ORGANIZATIONS. AT A MEETING OF THE COUNCIL'S BOARD OF DIRECTORS ON JANUARY 28, 2009, THE BOARD RENEWED THE EXECUTIVE DIRECTOR'S EMPLOYMENT CONTRACT FOR A TERM OF THREE YEARS WITH ANNUAL REVIEW AND ADJUSTMENT AS APPROVED BY THE BOARD. AT A MEETING OF THE COUNCIL'S BOARD OF DIRECTORS ON NOVEMBER 14, 2012, THE BOARD EXTENDED THE EXECUTIVE DIRECTOR'S CONTRACT EFFECTIVE JANUARY 1, 2013 THROUGH MARCH 31, 2016. AT A MEETING OF THE COUNCIL'S BOARD OF DIRECTORS ON MARCH 31, 2015, THE BOARD RENEWED THE EXECUTIVE DIRECTOR'S EMPLOYMENT CONTRACT FOR A TERM OF THREE YEARS WITH ANNUAL REVIEW AND ADJUSTMENT AS APPROVED BY THE BOARD. THE BOARD EXTENDED THE EXECUTIVE DIRECTOR'S CONTRACT EFFECTIVE MARCH 31, 2015 THROUGH MARCH 31, 2018. THE EXECUTIVE DIRECTOR RESIGNED AS OF JULY 3, 2015, AND THE DEPUTY DIRECTOR ASSUMED THE ROLE OF INTERIM EXECUTIVE DIRECTOR UNTIL SUCH TIME AS A NEW EXECUTIVE DIRECTOR IS IDENTIFIED. FORM 990, PART VI, SECTION C, LINE 19 CERTAIN DOCUMENTS OPEN TO THE PUBLIC THE COUNCIL MAKES ITS ARTICLES OF INCORPORATION, BYLAWS, CONFLICT OF INTEREST POLICY, AND AUDITED FINANCIAL STATEMENTS AVAILABLE ON ITS WEBSITE TO GENERAL MEMBERS OF THE COUNCIL. ALL FOUR DOCUMENTS ARE NOT MADE AVAILABLE FOR PUBLIC INSPECTION. FORM 990, PART XI, LINE 9: PENSION RELATED CHANGES -26,519. CII RESEARCH AND EDUCATION FUND 888 17TH STREET NW 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 NO TRANSACTIONS REQUIRED TO BE DISCLOSED