This Proxy Statement is furnished in connection with the solicitation of proxies for the Annual Meeting of Members of the Society for Corporate Governance, Inc., a not-for-profit corporation incorporated under the laws of the State of New York (the "Society"), to be held on June 22, 2018 at the Renaissance Downtown in Washington DC, at 8:15 a.m., Eastern Time, or at any adjournment thereof (the "Annual Meeting"). The Society will bear all costs of solicitation.

The undersigned member of the Society for Corporate Governance, Inc. hereby appoints Virginia K. Fogg, Joseph B. Amsbary and Darla C. Stuckey, or any of them, as proxies, each with full power of substitution, to vote and act on behalf of the undersigned, with all the powers the undersigned would possess if personally present, at the Annual Meeting of Members of the Society to be held on Friday, June 22, 2018.

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* 1. Election of the following nominees as Directors with terms expiring at the Annual Meeting of Members in 2022:

Raj B. Dave, Vice President, Chief Securities Counsel and Assistant Corporate Secretary, Newell Brands, (New York Chapter)
Sophie Hager Hume, Vice President, Assistant General Counsel and Assistant Secretary ,Starbucks, (Pacific Northwest Chapter)
James J. Killerlane, III, Assistant Secretary and Associate General Counsel, AIG, (New York Chapter)
Keith J. Larson, Senior Attorney and Assistant Secretary, Edison International, (Southern California Chapter)
Courtney Schuster Kamlet, Senior Corporate Counsel, Syneos Health, Inc.,
(Southeastern Chapter)

Upon any other business that may properly come before the meeting or any adjournment thereof.

This proxy will be voted as directed, or, if no directions are indicated, will be voted "FOR" proposal 1.

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* 2. Name:

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* 3. Date (MM/DD/YYYY):

Please click "Done" to complete your proxy.