0001193125-17-268144.txt : 20170825 0001193125-17-268144.hdr.sgml : 20170825 20170825124603 ACCESSION NUMBER: 0001193125-17-268144 CONFORMED SUBMISSION TYPE: N-PX PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170630 FILED AS OF DATE: 20170825 DATE AS OF CHANGE: 20170825 EFFECTIVENESS DATE: 20170825 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BLACKROCK SERIES, INC. CENTRAL INDEX KEY: 0001062806 IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: N-PX SEC ACT: 1940 Act SEC FILE NUMBER: 811-08797 FILM NUMBER: 171051211 BUSINESS ADDRESS: STREET 1: 100 BELLEVUE PARKWAY CITY: WILMINGTON STATE: DE ZIP: 09809 BUSINESS PHONE: 800-441-7762 MAIL ADDRESS: STREET 1: 100 BELLEVUE PARKWAY CITY: WILMINGTON STATE: DE ZIP: 09809 FORMER COMPANY: FORMER CONFORMED NAME: MERCURY FUNDS INC DATE OF NAME CHANGE: 20010827 FORMER COMPANY: FORMER CONFORMED NAME: MERCURY ASSET MANAGEMENT FUNDS INC DATE OF NAME CHANGE: 19980714 FORMER COMPANY: FORMER CONFORMED NAME: MERCURY ALPHA FUND INC DATE OF NAME CHANGE: 19980601 0001062806 S000002290 BlackRock Small Cap Growth Fund II C000005976 Investor A C000005978 Investor C C000005979 Institutional C000005980 Class R 0001062806 S000002291 BlackRock International Fund C000005981 Investor A C000005983 Investor C C000005984 Institutional C000101856 Class R Shares N-PX 1 d426010dnpx.htm BLACKROCK SERIES, INC. BlackRock Series, Inc.

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-PX

ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number: 811-08797

Name of Fund: BlackRock Series, Inc.

BlackRock International Fund

BlackRock Small Cap Growth Fund II

Fund Address: 100 Bellevue Parkway, Wilmington, DE 19809

Name and address of agent for service: John Perlowski, Chief Executive Officer, BlackRock Series, Inc., 55 East 52nd Street, New York City, NY 10055.

Registrant’s telephone number, including area code: (800) 441-7762

Date of fiscal year end:

BlackRock International Fund                  10/31

BlackRock Small Cap Growth Fund II     5/31

Date of reporting period: 07/01/2016 – 06/30/2017

 

 

 


Item 1 – Proxy Voting Record – BlackRock Small Cap Growth Fund II is a feeder fund in a master/feeder structure and as such holds interests in a corresponding series of BlackRock Master LLC (the “Master LLC”). Prior to February 27, 2017, BlackRock International Fund also was a feeder fund in this master-feeder structure and held interests in a corresponding series of the Master LLC before becoming a stand-alone fund. Voting records of the Master LLC can be found by accessing the Form N-PX filed by the Master LLC (Investment Company Act file no. 811-09049, CIK no. 0001062805) on August 25, 2017.



******************************* FORM N-Px REPORT *******************************

ICA File Number: 811-08797
Reporting Period: 07/01/2016 - 06/30/2017
BlackRock Series, Inc.









========================= BlackRock International Fund =========================


AIA GROUP LTD.

Ticker:       1299           Security ID:  Y002A1105
Meeting Date: MAY 12, 2017   Meeting Type: Annual
Record Date:  MAY 09, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Final Dividend                  For       For          Management
3     Elect Mohamed Azman Yahya as Director   For       For          Management
4     Elect Edmund Sze-Wing Tse as Director   For       For          Management
5     Elect Jack Chak-Kwong So as Director    For       For          Management
6     Approve PricewaterhouseCoopers as       For       For          Management
      Auditor and Authorize Board to Fix
      Their Remuneration
7A    Approve Issuance of Equity or           For       For          Management
      Equity-Linked Securities without
      Preemptive Rights
7B    Authorize Repurchase of Issued Share    For       For          Management
      Capital
7C    Approve Allotment and Issuance of       For       For          Management
      Additional Shares Under the Restricted
      Share Unit Scheme


--------------------------------------------------------------------------------

ALEXION PHARMACEUTICALS, INC.

Ticker:       ALXN           Security ID:  015351109
Meeting Date: MAY 10, 2017   Meeting Type: Annual
Record Date:  MAR 14, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Felix J. Baker           For       For          Management
1.2   Elect Director David R. Brennan         For       For          Management
1.3   Elect Director M. Michele Burns         For       Against      Management
1.4   Elect Director Christopher J. Coughlin  For       For          Management
1.5   Elect Director Ludwig N. Hantson        For       For          Management
1.6   Elect Director John T. Mollen           For       For          Management
1.7   Elect Director R. Douglas Norby         For       For          Management
1.8   Elect Director Alvin S. Parven          For       For          Management
1.9   Elect Director Andreas Rummelt          For       For          Management
1.10  Elect Director Ann M. Veneman           For       For          Management
2     Approve Omnibus Stock Plan              For       For          Management
3     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
4     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
5     Advisory Vote on Say on Pay Frequency   One Year  Three Years  Management
6     Provide For Confidential Running Vote   Against   Against      Shareholder
      Tallies On Executive Pay Matters


--------------------------------------------------------------------------------

ASML HOLDING NV

Ticker:       ASML           Security ID:  N07059202
Meeting Date: APR 26, 2017   Meeting Type: Annual
Record Date:  MAR 29, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Open Meeting                            None      None         Management
2     Discuss the Company's Business,         None      None         Management
      Financial Situation and Sustainability
3     Discuss Remuneration Policy for         None      None         Management
      Management Board Members
4     Adopt Financial Statements and          For       For          Management
      Statutory Reports
5     Approve Discharge of Management Board   For       For          Management
6     Approve Discharge of Supervisory Board  For       For          Management
7     Receive Explanation on Company's        None      None         Management
      Reserves and Dividend Policy
8     Approve Dividends of EUR 1.20 Per       For       For          Management
      Ordinary Share
9     Amend the Remuneration Policy of the    For       For          Management
      Management Board
10    Approve Performance Share Arrangement   For       For          Management
      According to Remuneration Policy
11    Approve Number of Stock Options,        For       For          Management
      Respectively Shares for Employees
12    Discuss Management Board Composition    None      None         Management
      and Receive Information on Intended
      Appointment of First van Hout to
      Management Board
13.a  Elect Pauline van der Meer Mohr to      For       For          Management
      Supervisory Board
13.b  Elect Carla Smits-Nusteling to          For       For          Management
      Supervisory Board
13.c  Elect Doug Grose to Supervisory Board   For       For          Management
13.d  Elect Wolfgang Ziebart to Supervisory   For       For          Management
      Board
13.e  Discussion of the Supervisory Board     None      None         Management
      Composition
14    Amend Remuneration of Supervisory Board For       For          Management
15    Ratify KPMG as Auditors                 For       For          Management
16.a  Grant Board Authority to Issue Shares   For       For          Management
      Up To 5 Percent of Issued Capital
16.b  Authorize Board to Exclude Preemptive   For       For          Management
      Rights from Share Issuances Re: Item
      16a
16.c  Grant Board Authority to Issue Shares   For       For          Management
      Up To 5 Percent in Case of
      Takeover/Merger
16.d  Authorize Board to Exclude Preemptive   For       For          Management
      Rights from Share Issuances Re: Item
      16c
17.a  Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
17.b  Authorize Additional Repurchase of Up   For       For          Management
      to 10 Percent of Issued Share Capital
18    Authorize Cancellation of Repurchased   For       For          Management
      Shares
19    Other Business (Non-Voting)             None      None         Management
20    Close Meeting                           None      None         Management


--------------------------------------------------------------------------------

ASTRAZENECA PLC

Ticker:       AZN            Security ID:  G0593M107
Meeting Date: APR 27, 2017   Meeting Type: Annual
Record Date:  APR 25, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Dividends                       For       For          Management
3     Appoint PricewaterhouseCoopers LLP as   For       For          Management
      Auditors
4     Authorise Board to Fix Remuneration of  For       For          Management
      Auditors
5a    Re-elect Leif Johansson as Director     For       For          Management
5b    Re-elect Pascal Soriot as Director      For       For          Management
5c    Re-elect Marc Dunoyer as Director       For       For          Management
5d    Re-elect Genevieve Berger as Director   For       For          Management
5e    Elect Philip Broadley as Director       For       For          Management
5f    Re-elect Bruce Burlington as Director   For       For          Management
5g    Re-elect Graham Chipchase as Director   For       For          Management
5h    Re-elect Rudy Markham as Director       For       For          Management
5i    Re-elect Shriti Vadera as Director      For       For          Management
5j    Re-elect Marcus Wallenberg as Director  For       For          Management
6     Approve Remuneration Report             For       For          Management
7     Approve Remuneration Policy             For       For          Management
8     Approve EU Political Donations and      For       For          Management
      Expenditure
9     Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
10    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
11    Authorise Market Purchase of Ordinary   For       For          Management
      Shares
12    Authorise the Company to Call General   For       For          Management
      Meeting with Two Weeks' Notice


--------------------------------------------------------------------------------

AXIS BANK LTD.

Ticker:       532215         Security ID:  Y0487S137
Meeting Date: JUL 22, 2016   Meeting Type: Annual
Record Date:  JUL 15, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Dividend                        For       For          Management
3     Reelect V. Srinivasan as Director       For       For          Management
4     Approve S.R. Batliboi & Co. LLP as      For       For          Management
      Auditors and Authorize Board to Fix
      Their Remuneration
5     Elect Rakesh Makhija as Independent     For       For          Management
      Director
6     Elect Ketaki Bhagwati as Independent    For       For          Management
      Director
7     Elect B. Babu Rao as Director           For       For          Management
8     Approve Revision in the Remuneration    For       For          Management
      of Shikha Sharma as Managing Director
      and CEO
9     Approve Reappointment of V. Srinivasan  For       For          Management
      as Executive Director & Head
      (Corporate Banking) from Oct. 15, 2015
      to Dec. 20, 2015 and Approve His
      Appointment and Remuneration as Deputy
      Managing Director from Dec. 21, 2015
      to Dec. 20, 2018
10    Approve Revision in the Remuneration    For       For          Management
      of V. Srinivasan as Executive Director
      designated as Deputy Managing Director
      with effect from June 1, 2016
11    Elect Sanjiv Misra as Independent       For       For          Management
      Director
12    Approve Appointment and Remuneration    For       For          Management
      of Sanjiv Misra as Non-Executive
      Part-Time Chairman
13    Elect Rajiv Anand as Director           For       For          Management
14    Approve Appointment and Remuneration    For       For          Management
      of Rajiv Anand as Executive Director
      designated as Executive Director
      (Retail Banking)
15    Elect Rajesh Dahiya as Director         For       For          Management
16    Approve Appointment and Remuneration    For       For          Management
      of Rajesh Dahiya as Executive Director
      designated as Executive Director
      (Corporate Centre)
17    Approve Remuneration of Non-Executive   For       For          Management
      Directors
18    Authorize Issuance of Non-Convertible   For       For          Management
      Debentures


--------------------------------------------------------------------------------

BANCO BILBAO VIZCAYA ARGENTARIA, S.A.

Ticker:       BBVA           Security ID:  E11805103
Meeting Date: MAR 16, 2017   Meeting Type: Annual
Record Date:  MAR 12, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Approve Consolidated and Standalone     For       For          Management
      Financial Statements
1.2   Approve Allocation of Income and        For       For          Management
      Dividends
1.3   Approve Discharge of Board              For       For          Management
2.1   Reelect Jose Manuel Gonzalez-Paramo     For       For          Management
      Martinez-Murillo as Director
2.2   Reelect Carlos Loring Martinez de       For       For          Management
      Irujo as Director
2.3   Reelect Susana Rodriguez Vidarte as     For       For          Management
      Director
2.4   Reelect Tomas Alfaro Drake as Director  For       For          Management
2.5   Reelect Lourdes Maiz Carro as Director  For       For          Management
3     Authorize Capitalization of Reserves    For       For          Management
      for Scrip Dividends
4     Authorize Increase in Capital up to 50  For       For          Management
      Percent via Issuance of Equity or
      Equity-Linked Securities, Excluding
      Preemptive Rights of up to 20 Percent
5     Authorize Issuance of Convertible       For       For          Management
      Bonds, Debentures, Warrants, and Other
      Debt Securities without Preemptive
      Rights up to EUR 8 Billion
6     Approve Remuneration Policy             For       For          Management
7     Fix Maximum Variable Compensation Ratio For       For          Management
8     Appoint KPMG Auditores as Auditor       For       For          Management
9     Authorize Board to Ratify and Execute   For       For          Management
      Approved Resolutions
10    Advisory Vote on Remuneration Report    For       For          Management


--------------------------------------------------------------------------------

BANCO COMERCIAL PORTUGUES S.A.

Ticker:       BCP            Security ID:  ADPV36616
Meeting Date: MAY 10, 2017   Meeting Type: Annual
Record Date:  MAY 03, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Consolidated Financial          For       For          Management
      Statements and Statutory Reports
2     Approve Allocation of Income            For       For          Management
3     Approve Discharge of Management and     For       For          Management
      Supervisory Boards
4     Approve Statement on Remuneration       For       For          Management
      Policy
5     Elect Linjiang Xu and Joao Palma as     For       For          Management
      Directors
6     Authorize Repurchase and Reissuance of  For       For          Management
      Shares and Bonds
7     Elect General Meeting Board             For       For          Management


--------------------------------------------------------------------------------

BANK OF CHINA LIMITED

Ticker:       3988           Security ID:  Y0698A107
Meeting Date: NOV 18, 2016   Meeting Type: Special
Record Date:  OCT 18, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Wang Xiquan as Supervisor         For       For          Shareholder
2     Elect Ren Deqi as Director              For       For          Management
3     Elect Gao Yingxin as Director           For       For          Management
4     Elect Angela Chao as Director           For       For          Management
5     Approve 2015 Remuneration Distribution  For       For          Management
      Plan for Chairman of the Board of
      Directors, Executive Directors,
      Chairman of the Board of Supervisors
      and Shareholders' Representative
      Supervisors
6     Approve Establishment of the Charity    For       For          Management
      Foundation of Bank of China
7     Amend Articles of Association           For       For          Management


--------------------------------------------------------------------------------

BANK OF CHINA LIMITED

Ticker:       3988           Security ID:  Y0698A107
Meeting Date: JUN 29, 2017   Meeting Type: Annual
Record Date:  MAY 29, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve 2016 Work Report of Board of    For       For          Management
      Directors
2     Approve 2016 Work Report of Board of    For       For          Management
      Supervisors
3     Approve 2016 Annual Financial           For       For          Management
      Statements
4     Approve 2016 Profit Distribution Plan   For       For          Management
5     Approve 2017 Annual Budget for Fixed    For       For          Management
      Assets Investment
6     Approve Ernst & Young Hua Ming as       For       For          Management
      External Auditor
7.01  Elect Chen Siqing as Director           For       For          Management
7.02  Elect Zhang Xiangdong as Director       For       For          Management
7.03  Elect Xiao Lihong as Director           For       For          Management
7.04  Elect Wang Xiaoya as Director           For       For          Management
7.05  Elect Zhao Jie as Director              For       For          Management
8     Approve Issuance of Bonds               For       For          Management
9     Amend Articles of Association           None      For          Shareholder


--------------------------------------------------------------------------------

BRIDGESTONE CORP.

Ticker:       5108           Security ID:  J04578126
Meeting Date: MAR 24, 2017   Meeting Type: Annual
Record Date:  DEC 31, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Allocation of Income, with a    For       For          Management
      Final Dividend of JPY 70
2.1   Elect Director Tsuya, Masaaki           For       For          Management
2.2   Elect Director Nishigai, Kazuhisa       For       For          Management
2.3   Elect Director Zaitsu, Narumi           For       For          Management
2.4   Elect Director Togami, Kenichi          For       For          Management
2.5   Elect Director Tachibana Fukushima,     For       For          Management
      Sakie
2.6   Elect Director Scott Trevor Davis       For       For          Management
2.7   Elect Director Okina, Yuri              For       For          Management
2.8   Elect Director Masuda, Kenichi          For       For          Management
2.9   Elect Director Yamamoto, Kenzo          For       For          Management
2.10  Elect Director Terui, Keiko             For       For          Management
2.11  Elect Director Sasa, Seiichi            For       For          Management


--------------------------------------------------------------------------------

CAIXABANK SA

Ticker:       CABK           Security ID:  E2427M123
Meeting Date: APR 06, 2017   Meeting Type: Annual
Record Date:  APR 01, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Consolidated and Standalone     For       For          Management
      Financial Statements
2     Approve Discharge of Board              For       For          Management
3     Approve Allocation of Income and        For       For          Management
      Dividends
4     Appoint PricewaterhouseCoopers as       For       For          Management
      Auditor
5.1   Ratify Appointment of and Elect Jordi   For       For          Management
      Gual Sole as Director
5.2   Ratify Appointment of and Elect Jose    For       For          Management
      Serna Masia as Director
5.3   Ratify Appointment of and Elect Koro    For       For          Management
      Usarraga Unsain as Director
5.4   Ratify Appointment of and Elect         For       For          Management
      Alejandro Garcia-Bragado Dalmau as
      Director
5.5   Ratify Appointment of and Elect         For       For          Management
      Fundacion Bancaria Canaria Caja
      General de Ahorros de  Canarias -
      Fundacion CajaCanarias as Director
5.6   Elect Ignacio Garralda Ruiz de Velasco  For       For          Management
      as Director
6     Allow Directors to Be Involved in       For       For          Management
      Other Companies
7.1   Amend Article 6 Re: Shares              For       For          Management
7.2   Amend Articles Re: Board, Functions,    For       For          Management
      Composition, Appointments and
      Development of Meetings
7.3   Amend Article 40 Re: Board Committees   For       For          Management
7.4   Add Final Provision                     For       For          Management
8     Approve Remuneration Policy             For       For          Management
9     Approve Remuneration of Directors       For       For          Management
10    Approve 2017 Variable Remuneration      For       For          Management
      Scheme
11    Fix Maximum Variable Compensation Ratio For       For          Management
12    Authorize Company to Call EGM with 15   For       For          Management
      Days' Notice
13    Authorize Board to Ratify and Execute   For       For          Management
      Approved Resolutions
14    Advisory Vote on Remuneration Report    For       For          Management
15    Receive Amendments to Board of          None      None         Management
      Directors Regulations
16    Receive Audited Balance Sheets Re:      None      None         Management
      Capitalization of Reserves


--------------------------------------------------------------------------------

COMPAGNIE FINANCIERE RICHEMONT SA

Ticker:       CFR            Security ID:  H25662182
Meeting Date: SEP 14, 2016   Meeting Type: Annual
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Allocation of Income and        For       For          Management
      Dividends of CHF 1.70 per Registered A
      Share and CHF 0.17 per Registered B
      Share
3     Approve Discharge of Board of Directors For       For          Management
4.1   Reelect Johann Rupert as Director and   For       For          Management
      Board Chairman
4.2   Reelect Yves-Andre Istel as Director    For       Against      Management
4.3   Reelect Josua Malherbe as Director      For       Against      Management
4.4   Reelect Jean-Blaise Eckert as Director  For       Against      Management
4.5   Reelect Bernard Fornas as Director      For       Against      Management
4.6   Reelect Richard Lepeu as Director       For       For          Management
4.7   Reelect Ruggero Magnoni as Director     For       Against      Management
4.8   Reelect Simon Murray as Director        For       For          Management
4.9   Reelect Guillaume Pictet as Director    For       For          Management
4.10  Reelect Norbert Platt as Director       For       For          Management
4.11  Reelect Alan Quasha as Director         For       For          Management
4.12  Reelect Maria Ramos as Director         For       For          Management
4.13  Reelect Lord Renwick of Clifton as      For       Against      Management
      Director
4.14  Reelect Jan Rupert as Director          For       Against      Management
4.15  Reelect Gary Saage as Director          For       For          Management
4.16  Reelect Jurgen Schrempp as Director     For       Against      Management
4.17  Reelect The Duke of Wellington as       For       For          Management
      Director
4.18  Elect Jeff Moss as Director             For       For          Management
4.19  Elect Cyrille Vigneron as Director      For       For          Management
5.1   Appoint Lord Renwick of Clifton as      For       Against      Management
      Member of the Compensation Committee
5.2   Appoint Yves Andre Istel as Member of   For       Against      Management
      the Compensation Committee
5.3   Appoint The Duke of Wellington as       For       For          Management
      Member of the Compensation Committee
6     Ratify PricewaterhouseCoopers as        For       For          Management
      Auditor
7     Designate Francoise Demierre Morand     For       For          Management
      Independent Proxy
8.1   Approve Maximum Remuneration of Board   For       For          Management
      of Directors in the Amount of CHF 7.4
      Million
8.2   Approve Maximum Fixed Remuneration of   For       For          Management
      Senior Executive Committee in the
      Amount of CHF 9.9 Million
8.3   Approve Maximum Variable Remuneration   For       For          Management
      of Senior Executive Committee in the
      Amount of CHF 16.4 Million
9     Transact Other Business (Voting)        For       Abstain      Management


--------------------------------------------------------------------------------

ENGIE

Ticker:       ENGI           Security ID:  F7629A107
Meeting Date: MAY 12, 2017   Meeting Type: Annual/Special
Record Date:  MAY 09, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Financial Statements and        For       For          Management
      Statutory Reports
2     Approve Consolidated Financial          For       For          Management
      Statements and Statutory Reports
3     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 1 per Share and an
      Extra of EUR 0.10 per Share to Long
      Term  Registered Shares
4     Approve Auditors' Special Report on     For       For          Management
      Related-Party Transactions Regarding
      New Transactions; Acknowledge Ongoing
      Transactions
5     Approve Additional Pension Scheme       For       For          Management
      Agreement with Isabelle Kocher, CEO
6     Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
7     Ratify Appointment of Patrice Durand    For       For          Management
      as Director
8     Elect Christophe Aubert as              None      For          Management
      Representative of Employee
      Shareholders to the Board
9     Elect Ton Willems as Representative of  None      For          Management
      Employee Shareholders to the Board
10    Non-Binding Vote on Compensation of     For       For          Management
      Gerard Mestrallet, Chairman and CEO
      until May 3, 2016
11    Non-Binding Vote on Compensation of     For       For          Management
      Isabelle Kocher, Vice CEO until May 3,
      2016
12    Non-Binding Vote on Compensation of     For       For          Management
      Isabelle Kocher, CEO since May 3, 2016
13    Approve Remuneration Policy of          For       For          Management
      Executive Officers
14    Authorize Capital Issuances for Use in  For       For          Management
      Employee Stock Purchase Plans
15    Authorize Capital Issuances for Use in  For       For          Management
      Employee Stock Purchase Plans for
      Employees of International Subsidiaries
16    Authorize up to 0.75 Percent of Issued  For       For          Management
      Capital for Use in Restricted Stock
      Plans
17    Authorize up to 0.75 Percent of Issued  For       For          Management
      Capital for Use in Restricted Stock
      Plans
18    Authorize Filing of Required            For       For          Management
      Documents/Other Formalities


--------------------------------------------------------------------------------

GRUPO FINANCIERO BANORTE S.A.B. DE C.V.

Ticker:       GFNORTE O      Security ID:  P49501201
Meeting Date: APR 28, 2017   Meeting Type: Annual
Record Date:  APR 17, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Approve CEO's Report on Financial       For       Abstain      Management
      Statements and Statutory Reports
1.2   Approve Board's Report on Policies and  For       For          Management
      Accounting Information and Criteria
      Followed in Preparation of Financial
      Information
1.3   Approve Board's Report on Operations    For       For          Management
      and Activities Undertaken by Board
1.4   Approve Report on Activities of Audit   For       For          Management
      and Corporate Practices Committee
1.5   Approve All Operations Carried out by   For       For          Management
      Company and Ratify Actions Carried out
      by Board, CEO and Audit and Corporate
      Practices Committee
2     Approve Allocation of Income            For       For          Management
3.a1  Elect Carlos Hank Gonzalez as Board     For       For          Management
      Chairman
3.a2  Elect Juan Antonio Gonzalez Moreno as   For       For          Management
      Director
3.a3  Elect David Juan Villarreal Montemayor  For       For          Management
      as Director
3.a4  Elect Jose Marcos Ramirez Miguel as     For       For          Management
      Director
3.a5  Elect Everardo Elizondo Almaguer as     For       For          Management
      Director
3.a6  Elect Carmen Patricia Armendariz        For       For          Management
      Guerra as Director
3.a7  Elect Hector Federico Reyes-Retana y    For       For          Management
      Dahl as Director
3.a8  Elect Eduardo Livas Cantu as Director   For       For          Management
3.a9  Elect Alfredo Elias Ayub as Director    For       For          Management
3.a10 Elect Adrian Sada Cueva as Director     For       For          Management
3.a11 Elect Alejandro Burillo Azcarraga as    For       For          Management
      Director
3.a12 Elect Jose Antonio Chedraui Eguia as    For       For          Management
      Director
3.a13 Elect Alfonso de Angoitia Noriega as    For       For          Management
      Director
3.a14 Elect Olga Maria del Carmen Sanchez     For       For          Management
      Cordero Davila as Director
3.a15 Elect Thomas Stanley Heather Rodriguez  For       For          Management
      as Director
3.a16 Elect Graciela Gonzalez Moreno as       For       For          Management
      Alternate Director
3.a17 Elect Juan Antonio Gonzalez Marcos as   For       For          Management
      Alternate Director
3.a18 Elect Carlos de la Isla Corry as        For       For          Management
      Alternate Director
3.a19 Elect Clemente Ismael Reyes Retana      For       For          Management
      Valdes as Alternate Director
3.a20 Elect Alberto Halabe Hamui as           For       For          Management
      Alternate Director
3.a21 Elect Manuel Aznar Nicolin  as          For       For          Management
      Alternate Director
3.a22 Elect Roberto Kelleher Vales as         For       For          Management
      Alternate Director
3.a23 Elect Robert William Chandler Edwards   For       For          Management
      as Alternate Director
3.a24 Elect Isaac Becker Kabacnik as          For       For          Management
      Alternate Director
3.a25 Elect Jose Maria Garza Trevino as       For       For          Management
      Alternate Director
3.a26 Elect Javier Braun Burillo as           For       For          Management
      Alternate Director
3.a27 Elect Rafael Contreras Grosskelwing as  For       For          Management
      Alternate Director
3.a28 Elect Guadalupe Phillips Margain as     For       For          Management
      Alternate Director
3.a29 Elect Eduardo Alejandro Francisco       For       For          Management
      Garcia Villegas as Alternate Director
3.a30 Elect Ricardo Maldonado Yanez as        For       For          Management
      Alternate Director
3.b   Elect Hector Avila Flores as Board      For       For          Management
      Secretary Who Will Not Be Part of Board
3.c   Approve Directors Liability and         For       For          Management
      Indemnification
4     Approve Remuneration of Directors       For       For          Management
5     Elect Hector Federico Reyes-Retana y    For       For          Management
      Dahl as Chairman of Audit and
      Corporate Practices Committee
6     Approve Report on Share Repurchase;     For       For          Management
      Set Aggregate Nominal Amount of Share
      Repurchase Reserve
7     Consolidate Bylaws                      For       For          Management
8     Authorize Board to Ratify and Execute   For       For          Management
      Approved Resolutions


--------------------------------------------------------------------------------

GRUPO FINANCIERO BANORTE, S.A.B. DE C.V.

Ticker:       GFNORTE O      Security ID:  P49501201
Meeting Date: FEB 24, 2017   Meeting Type: Special
Record Date:  FEB 13, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Approve Advancement of Payment for      For       For          Management
      Cash Dividend of MXN 1.23 Approved at
      the Shareholder Meeting on August 19,
      2016
1.2   Approve Pay Date of Cash Dividends for  For       For          Management
      March 7, 2017
2     Accept Auditor's Report on Fiscal       None      None         Management
      Situation of Company
3     Authorize Board to Ratify and Execute   For       For          Management
      Approved Resolutions


--------------------------------------------------------------------------------

HEINEKEN NV

Ticker:       HEIA           Security ID:  N39427211
Meeting Date: APR 20, 2017   Meeting Type: Annual
Record Date:  MAR 23, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.a   Receive Report of Management Board      None      None         Management
      (Non-Voting)
1.b   Discuss Remuneration Report Containing  None      None         Management
      Remuneration Policy for Management
      Board Members
1.c   Adopt Financial Statements and          For       For          Management
      Statutory Reports
1.d   Receive Explanation on Dividend Policy  None      None         Management
1.e   Approve Dividends of EUR1.34 Per Share  For       For          Management
1.f   Approve Discharge of Management Board   For       For          Management
1.g   Approve Discharge of Supervisory Board  For       For          Management
2.a   Authorize Repurchase of Up to 10        For       For          Management
      Percent of Issued Share Capital
2.b   Grant Board Authority to Issue Shares   For       For          Management
      Up To 10 Percent of Issued Capital
2.c   Authorize Board to Exclude Preemptive   For       For          Management
      Rights from Issuance under Item 2b
3     Amend Performance Criteria of           For       For          Management
      Long-Term Incentive Plan
4     Ratify Deloitte as Auditors             For       For          Management
5     Reelect J.F.M.L. van Boxmeer to         For       For          Management
      Management Board
6.a   Reelect M. Das to Supervisory Board     For       Against      Management
6.b   Reelect V.C.O.B.J. Navarre to           For       For          Management
      Supervisory Board


--------------------------------------------------------------------------------

HERMES MICROVISION INC

Ticker:       3658           Security ID:  Y3R79M105
Meeting Date: AUG 03, 2016   Meeting Type: Special
Record Date:  JUL 04, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Share Swap Agreement            For       For          Management
2     Approve Delisting of Shares from Stock  For       For          Management
      Exchange
3     Other Business                          None      Against      Management


--------------------------------------------------------------------------------

ICICI BANK LIMITED

Ticker:       ICICIBANK      Security ID:  Y3860Z132
Meeting Date: JUN 12, 2017   Meeting Type: Special
Record Date:  MAY 05, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Increase Authorized Share Capital and   For       For          Management
      Amend Memorandum of Association
2     Amend Articles of Association to        For       For          Management
      Reflect Changes in Capital
3     Approve Issuance of Bonus Shares        For       For          Management
4     Amend Employee Stock Option Scheme      For       For          Management


--------------------------------------------------------------------------------

ICICI BANK LIMITED

Ticker:       ICICIBANK      Security ID:  Y3860Z132
Meeting Date: JUN 30, 2017   Meeting Type: Annual
Record Date:  JUN 23, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Dividends on Preference Shares  For       For          Management
3     Approve Dividends on Equity Shares      For       For          Management
4     Reelect Vishakha Mulye as Director      For       For          Management
5     Approve B S R & Co. LLP, Chartered      For       For          Management
      Accountants as Auditors and Authorize
      Board to Fix Their Remuneration
6     Approve Branch Auditors and Authorize   For       For          Management
      Board to Fix Their Remuneration
7     Reelect Anup Bagchi as Director         For       For          Management
8     Approve Appointment and Remuneration    For       For          Management
      of Anup Bagchi as Wholetime  Director
9     Approve Issuance of Non-Convertible     For       For          Management
      Securities and Non-Convertible
      Debentures on Private Placement Basis


--------------------------------------------------------------------------------

INTESA SANPAOLO SPA

Ticker:       ISP            Security ID:  T55067101
Meeting Date: APR 27, 2017   Meeting Type: Annual
Record Date:  APR 18, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.a   Accept Financial Statements and         For       For          Management
      Statutory Reports
1.b   Approve Allocation of Income            For       For          Management
2.a   2017 Remuneration Policies for          For       For          Management
      Employees and Non-Employed Staff
2.b   Extend Maximum Variable Compensation    For       For          Management
      Ratio to All Risk Takers Who Are Not
      Part of Corporate Control Functions
2.c   Approve Severance Payments Policy       For       For          Management
2.d   Approve Incentive Bonus Plan            For       For          Management
2.e   Authorize Share Repurchase Program and  For       For          Management
      Reissuance of Repurchased Shares to
      Service Incentive Bonus Plan


--------------------------------------------------------------------------------

K+S AKTIENGESELLSCHAFT

Ticker:       SDF            Security ID:  D48164129
Meeting Date: MAY 10, 2017   Meeting Type: Annual
Record Date:

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Receive Financial Statements and        None      None         Management
      Statutory Reports for Fiscal 2016
      (Non-Voting)
2     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 0.30 per Share
3     Approve Discharge of Management Board   For       For          Management
      for Fiscal 2016
4     Approve Discharge of Supervisory Board  For       For          Management
      for Fiscal 2016
5     Ratify Deloitte as Auditors for Fiscal  For       For          Management
      2017
6     Elect Thomas Koelbl to the Supervisory  For       For          Management
      Board
7.1   Amend Articles Re: Invitations to       For       For          Management
      General Meeting
7.2   Amend Articles Re: Decision-Making of   For       For          Management
      Supervisory Board
7.3   Amend Articles Re: Board Meetings and   For       For          Management
      Remuneration


--------------------------------------------------------------------------------

KINGFISHER PLC

Ticker:       KGF            Security ID:  G5256E441
Meeting Date: JUN 13, 2017   Meeting Type: Annual
Record Date:  JUN 09, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Remuneration Report             For       For          Management
3     Approve Final Dividend                  For       For          Management
4     Elect Andy Cosslett as Director         For       For          Management
5     Re-elect Andrew Bonfield as Director    For       For          Management
6     Re-elect Pascal Cagni as Director       For       For          Management
7     Re-elect Clare Chapman as Director      For       For          Management
8     Re-elect Anders Dahlvig as Director     For       For          Management
9     Re-elect Rakhi Goss-Custard as Director For       Against      Management
10    Re-elect Veronique Laury as Director    For       For          Management
11    Re-elect Mark Seligman as Director      For       For          Management
12    Re-elect Karen Witts as Director        For       For          Management
13    Reappoint Deloitte LLP as Auditors      For       For          Management
14    Authorise the Audit Committee to Fix    For       For          Management
      Remuneration of Auditors
15    Authorise EU Political Donations and    For       For          Management
      Expenditure
16    Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
17    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
18    Authorise Market Purchase of Ordinary   For       For          Management
      Shares
19    Authorise the Company to Call General   For       For          Management
      Meeting with Two Weeks' Notice
20    Adopt New Articles of Association       For       For          Management


--------------------------------------------------------------------------------

KONINKLIJKE PHILIPS NV

Ticker:       PHIA           Security ID:  N7637U112
Meeting Date: MAY 11, 2017   Meeting Type: Annual
Record Date:  APR 13, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     President's Speech                      None      None         Management
2a    Discuss Remuneration Report             None      None         Management
2b    Receive Explanation on Company's        None      None         Management
      Reserves and Dividend Policy
2c    Adopt Financial Statements              For       For          Management
2d    Approve Dividends of EUR 0.80  Per      For       For          Management
      Share
2e    Approve Discharge of Management Board   For       For          Management
2f    Approve Discharge of Supervisory Board  For       For          Management
3a    Amend the Remuneration Policy of the    For       Against      Management
      Management Board
3b    Amend Restricted Stock Plan             For       Against      Management
4a    Reelect J. van der Veer to Supervisory  For       Against      Management
      Board
4b    Reelect C.A. Poon to Supervisory Board  For       Against      Management
5     Approve Remuneration of Supervisory     For       Against      Management
      Board
6.a   Grant Board Authority to Issue Shares   For       For          Management
      Up To 10 Percent of Issued Capital
      Plus Additional 10 Percent in Case of
      Takeover/Merger
6.b   Authorize Board to Exclude Preemptive   For       For          Management
      Rights from Issuances under Item 6a
7     Authorize Repurchase of Shares          For       For          Management
8     Approve Cancellation of Repurchased     For       For          Management
      Shares
9     Other Business (Non-Voting)             None      None         Management


--------------------------------------------------------------------------------

MASTERCARD INCORPORATED

Ticker:       MA             Security ID:  57636Q104
Meeting Date: JUN 27, 2017   Meeting Type: Annual
Record Date:  APR 27, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Richard Haythornthwaite  For       For          Management
1b    Elect Director Ajay Banga               For       For          Management
1c    Elect Director Silvio Barzi             For       For          Management
1d    Elect Director David R. Carlucci        For       For          Management
1e    Elect Director Steven J. Freiberg       For       For          Management
1f    Elect Director Julius Genachowski       For       For          Management
1g    Elect Director Merit E. Janow           For       For          Management
1h    Elect Director Nancy J. Karch           For       For          Management
1i    Elect Director Oki Matsumoto            For       For          Management
1j    Elect Director Rima Qureshi             For       For          Management
1k    Elect Director Jose Octavio Reyes       For       For          Management
      Lagunes
1l    Elect Director Jackson Tai              For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   One Year  Three Years  Management
4     Amend Omnibus Stock Plan                For       For          Management
5     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors
6     Report on Gender Pay Gap                Against   Against      Shareholder


--------------------------------------------------------------------------------

MERCADOLIBRE, INC.

Ticker:       MELI           Security ID:  58733R102
Meeting Date: JUN 13, 2017   Meeting Type: Annual
Record Date:  APR 21, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Susan Segal              For       For          Management
1.2   Elect Director Mario Eduardo Vazquez    For       For          Management
1.3   Elect Director Alejandro Nicolas Aguzin For       For          Management
2     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation
3     Advisory Vote on Say on Pay Frequency   One Year  Three Years  Management
4     Ratify Deloitte & Co. S.A. as Auditors  For       For          Management


--------------------------------------------------------------------------------

NETS A/S

Ticker:       NETS           Security ID:  K7010W100
Meeting Date: MAR 22, 2017   Meeting Type: Annual
Record Date:  MAR 15, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Receive Report of Board                 None      None         Management
2     Accept Financial Statements and         For       For          Management
      Statutory Reports
3     Approve Allocation of Income and        For       For          Management
      Omission of Dividends
4     Approve Discharge of Management and     For       For          Management
      Board
5     Approve Remuneration of Directors in    For       For          Management
      the Amount of DKK 1.05 Million for
      Chairman, SKK 700,000 for Vice
      Chairman, and DKK 350,000 for Other
      Directors; Approve Remuneration for
      Committee Work
6a    Reelect Inge K. Hansen (Chairman) as    For       For          Management
      Director
6b    Reelect Jeff Gravenhorst (Vice          For       For          Management
      Chairman) as Director
6c    Reelect James Brocklebank as Director   For       For          Management
6d    Reelect Monica Caneman as Director      For       For          Management
6e    Reelect Per-Kristian Halvorsen as       For       For          Management
      Director
6f    Reelect Robin Marshall as Director      For       For          Management
7     Ratify PricewaterhouseCoopers as        For       For          Management
      Auditors
8     Information on Existing Share           None      None         Management
      Repurchase Program (Non-Voting)
9     Amend Articles Re: Voluntary            For       For          Management
      Arrangement for Employee
      Representation at Group Level on the
      Board of Directors
10    Other Business                          None      None         Management


--------------------------------------------------------------------------------

OLYMPUS CORP.

Ticker:       7733           Security ID:  J61240107
Meeting Date: JUN 28, 2017   Meeting Type: Annual
Record Date:  MAR 31, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Allocation of Income, with a    For       For          Management
      Final Dividend of JPY 28
2.1   Elect Director Sasa, Hiroyuki           For       For          Management
2.2   Elect Director Takeuchi, Yasuo          For       For          Management
2.3   Elect Director Taguchi, Akihiro         For       For          Management
2.4   Elect Director Ogawa, Haruo             For       For          Management
2.5   Elect Director Hirata, Kiichi           For       For          Management
2.6   Elect Director Hiruta, Shiro            For       For          Management
2.7   Elect Director Fujita, Sumitaka         For       For          Management
2.8   Elect Director Katayama, Takayuki       For       For          Management
2.9   Elect Director Kaminaga, Susumu         For       For          Management
2.10  Elect Director Kikawa, Michijiro        For       For          Management
2.11  Elect Director Iwamura, Tetsuo          For       For          Management
3     Appoint Statutory Auditor Koga,         For       For          Management
      Nobuyuki
4     Appoint Alternate Statutory Auditor     For       For          Management
      Teshima, Atsushi
5     Approve Equity Compensation Plan        For       For          Management


--------------------------------------------------------------------------------

OMRON CORP.

Ticker:       6645           Security ID:  J61374120
Meeting Date: JUN 22, 2017   Meeting Type: Annual
Record Date:  MAR 31, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Allocation of Income, with a    For       For          Management
      Final Dividend of JPY 34
2     Amend Articles to Clarify Director      For       For          Management
      Authority on Shareholder Meetings -
      Amend Provisions on Director Titles
3.1   Elect Director Tateishi, Fumio          For       For          Management
3.2   Elect Director Yamada, Yoshihito        For       For          Management
3.3   Elect Director Miyata, Kiichiro         For       For          Management
3.4   Elect Director Nitto, Koji              For       For          Management
3.5   Elect Director Ando, Satoshi            For       For          Management
3.6   Elect Director Kobayashi, Eizo          For       For          Management
3.7   Elect Director Nishikawa, Kuniko        For       For          Management
3.8   Elect Director Kamigama, Takehiro       For       For          Management
4     Appoint Statutory Auditor Kunihiro,     For       For          Management
      Tadashi
5     Appoint Alternate Statutory Auditor     For       For          Management
      Watanabe, Toru
6     Approve Annual Bonus                    For       For          Management
7     Approve Trust-Type Equity Compensation  For       For          Management
      Plan


--------------------------------------------------------------------------------

PT BANK MANDIRI (PERSERO) TBK

Ticker:       BMRI           Security ID:  Y7123S108
Meeting Date: MAR 14, 2017   Meeting Type: Annual
Record Date:  FEB 17, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Financial Statements,           For       For          Management
      Statutory Reports, Approve Annual
      Report of the Partnership and
      Community Development Program (PCDP),
      and Discharge of Directors and
      Commissioners
2     Approve Allocation of Income            For       For          Management
3     Appoint Auditors of the Company and     For       For          Management
      PCDP
4     Approve Remuneration and Bonus of       For       Against      Management
      Directors and Commissioners
5     Approve the Enforcement of the          For       For          Management
      State-owned Minister Regulation No.
      PER-03/MBU/12/2016 on the Partnership
      and Community Development Programs of
      the State-owned Enterprises
6     Amend Articles of Association           For       Against      Management
7     Elect Directors and Commissioners       For       For          Management


--------------------------------------------------------------------------------

RECKITT BENCKISER GROUP PLC

Ticker:       RB.            Security ID:  G74079107
Meeting Date: MAY 31, 2017   Meeting Type: Special
Record Date:  MAY 26, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Acquisition of Mead Johnson     For       For          Management
      Nutrition Company


--------------------------------------------------------------------------------

RECRUIT HOLDINGS CO., LTD.

Ticker:       6098           Security ID:  J6433A101
Meeting Date: JUN 20, 2017   Meeting Type: Annual
Record Date:  MAR 31, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Minegishi, Masumi        For       For          Management
1.2   Elect Director Ikeuchi, Shogo           For       For          Management
1.3   Elect Director Sagawa, Keiichi          For       For          Management
1.4   Elect Director Oyagi, Shigeo            For       For          Management
1.5   Elect Director Shingai, Yasushi         For       For          Management
2     Appoint Alternate Statutory Auditor     For       For          Management
      Shinkawa, Asa
3     Approve Compensation Ceiling for        For       For          Management
      Statutory Auditors


--------------------------------------------------------------------------------

SAMSUNG BIOLOGICS CO., LTD.

Ticker:       A207940        Security ID:  Y7T7DY103
Meeting Date: MAR 24, 2017   Meeting Type: Annual
Record Date:  DEC 31, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Financial Statements and        For       For          Management
      Allocation of Income
2     Elect Kim Tae-han as Inside Director    For       For          Management
3     Approve Total Remuneration of Inside    For       Against      Management
      Directors and Outside Directors


--------------------------------------------------------------------------------

SONY CORPORATION

Ticker:       6758           Security ID:  J76379106
Meeting Date: JUN 15, 2017   Meeting Type: Annual
Record Date:  MAR 31, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Hirai, Kazuo             For       For          Management
1.2   Elect Director Yoshida, Kenichiro       For       For          Management
1.3   Elect Director Nagayama, Osamu          For       For          Management
1.4   Elect Director Nimura, Takaaki          For       For          Management
1.5   Elect Director Harada, Eiko             For       For          Management
1.6   Elect Director Tim Schaaff              For       For          Management
1.7   Elect Director Matsunaga, Kazuo         For       For          Management
1.8   Elect Director Miyata, Koichi           For       For          Management
1.9   Elect Director John V. Roos             For       For          Management
1.10  Elect Director Sakurai, Eriko           For       For          Management
1.11  Elect Director Minakawa, Kunihito       For       For          Management
1.12  Elect Director Sumi, Shuzo              For       For          Management
2     Approve Stock Option Plan               For       For          Management


--------------------------------------------------------------------------------

TENCENT HOLDINGS LTD.

Ticker:       700            Security ID:  G87572163
Meeting Date: MAY 17, 2017   Meeting Type: Annual
Record Date:  MAY 12, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Final Dividend                  For       For          Management
3a    Elect Lau Chi Ping Martin as Director   For       For          Management
3b    Elect Charles St Leger Searle as        For       For          Management
      Director
3c    Elect Yang Siu Shun as Director         For       For          Management
3d    Authorize Board to Fix Remuneration of  For       For          Management
      Directors
4     Approve PricewaterhouseCoopers as       For       For          Management
      Auditor and Authorize Board to Fix
      Their Remuneration
5     Approve Issuance of Equity or           For       For          Management
      Equity-Linked Securities without
      Preemptive Rights
6     Authorize Repurchase of Issued Share    For       For          Management
      Capital
7     Authorize Reissuance of Repurchased     For       For          Management
      Shares
8     Adopt 2017 Share Option Scheme          For       For          Management


--------------------------------------------------------------------------------

TENCENT HOLDINGS LTD.

Ticker:       700            Security ID:  G87572163
Meeting Date: MAY 17, 2017   Meeting Type: Special
Record Date:  MAY 12, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Adopt Share Option Plan of Tencent      For       For          Management
      Music Entertainment Group


--------------------------------------------------------------------------------

THE ESTEE LAUDER COMPANIES INC.

Ticker:       EL             Security ID:  518439104
Meeting Date: NOV 11, 2016   Meeting Type: Annual
Record Date:  SEP 12, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Ronald S. Lauder         For       For          Management
1.2   Elect Director William P. Lauder        For       For          Management
1.3   Elect Director Richard D. Parsons       For       For          Management
1.4   Elect Director Lynn Forester de         For       For          Management
      Rothschild
1.5   Elect Director Richard F. Zannino       For       For          Management
2     Ratify KPMG LLP as Auditors             For       For          Management
3     Advisory Vote to Ratify Named           For       For          Management
      Executive Officers' Compensation


--------------------------------------------------------------------------------

TREND MICRO INC.

Ticker:       4704           Security ID:  J9298Q104
Meeting Date: MAR 28, 2017   Meeting Type: Annual
Record Date:  DEC 31, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Allocation of Income, with a    For       For          Management
      Final Dividend of JPY 141
2.1   Elect Director Chang Ming-Jang          For       For          Management
2.2   Elect Director Eva Chen                 For       For          Management
2.3   Elect Director Mahendra Negi            For       For          Management
2.4   Elect Director Wael Mohamed             For       For          Management
2.5   Elect Director Omikawa, Akihiko         For       For          Management
2.6   Elect Director Nonaka, Ikujiro          For       For          Management
2.7   Elect Director Koga, Tetsuo             For       For          Management
3.1   Appoint Statutory Auditor Senpo, Masaru For       For          Management
3.2   Appoint Statutory Auditor Hasegawa,     For       For          Management
      Fumio
3.3   Appoint Statutory Auditor Kameoka,      For       For          Management
      Yasuo
3.4   Appoint Statutory Auditor Fujita, Koji  For       For          Management


--------------------------------------------------------------------------------

VALE S.A.

Ticker:       VALE3          Security ID:  91912E105
Meeting Date: APR 20, 2017   Meeting Type: Annual
Record Date:  MAR 23, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Accept Financial Statements and         For       Abstain      Management
      Statutory Reports for Fiscal Year
      Ended Dec. 31, 2016
1.2   Approve Allocation of Income            For       For          Management
1.3.1 Elect Directors                         For       Abstain      Management
1.4.1 Elect Fiscal Council Members            For       Abstain      Management
1.5.1 Approve Remuneration of Company's       For       Against      Management
      Management
1.5.2 Approve Remuneration of Fiscal Council  For       For          Management
      Members


--------------------------------------------------------------------------------

VALE S.A.

Ticker:       VALE3          Security ID:  91912E105
Meeting Date: JUN 27, 2017   Meeting Type: Special
Record Date:  MAY 22, 2017

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Conversion of Class A           For       For          Management
      Preferred Shares into Common Shares
2     Amend Articles                          For       For          Management
3     Approve Agreement to Absorb Valepar S.  For       For          Management
      A. (Valepar)
4     Ratify KPMG Auditores Independentes as  For       For          Management
      the Independent Firm to Appraise
      Proposed Transaction
5     Approve Independent Firm's Appraisal    For       For          Management
6     Approve Absorption of Valepar S.A.      For       For          Management
      (Valepar)
7     Amend Article 5 to Reflect Changes in   For       For          Management
      Capital


--------------------------------------------------------------------------------

VODAFONE GROUP PLC

Ticker:       VOD            Security ID:  G93882192
Meeting Date: JUL 29, 2016   Meeting Type: Annual
Record Date:  JUL 27, 2016

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Re-elect Gerard Kleisterlee as Director For       For          Management
3     Re-elect Vittorio Colao as Director     For       For          Management
4     Re-elect Nick Read as Director          For       For          Management
5     Re-elect Sir Crispin Davis as Director  For       For          Management
6     Re-elect Dr Mathias Dopfner as Director For       For          Management
7     Re-elect Dame Clara Furse as Director   For       For          Management
8     Re-elect Valerie Gooding as Director    For       For          Management
9     Re-elect Renee James as Director        For       For          Management
10    Re-elect Samuel Jonah as Director       For       For          Management
11    Re-elect Nick Land as Director          For       For          Management
12    Elect David Nish as Director            For       For          Management
13    Re-elect Philip Yea as Director         For       For          Management
14    Approve Final Dividend                  For       For          Management
15    Approve Remuneration Report             For       For          Management
16    Reappoint PricewaterhouseCoopers LLP    For       For          Management
      as Auditors
17    Authorise the Audit and Risk Committee  For       For          Management
      to Fix Remuneration of Auditors
18    Authorise Issue of Equity with          For       For          Management
      Pre-emptive Rights
19    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
20    Authorise Issue of Equity without       For       For          Management
      Pre-emptive Rights
21    Authorise Market Purchase of Ordinary   For       For          Management
      Shares
22    Authorise EU Political Donations and    For       For          Management
      Expenditure
23    Authorise the Company to Call General   For       For          Management
      Meeting with Two Weeks' Notice




====================== BlackRock Small Cap Growth Fund II ======================

There is no proxy voting activity for the fund, as the fund did not hold any
votable positions during the reporting period.
========== END NPX REPORT


Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

BlackRock Series, Inc.

 

By:  

/s/ John Perlowski

  John Perlowski
  Chief Executive Officer of
  BlackRock Series, Inc.
Date:   August 25, 2017