N-PX 1 tpm-marketfield1_npx.txt ANNUAL REPORT OF PROXY VOTING 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: 811-10401 NAME OF REGISTRANT: Trust for Professional Managers ADDRESS OF PRINCIPAL EXECUTIVE OFFICES: 615 East Michigan Street Milwaukee, WI 53202 NAME AND ADDRESS OF AGENT FOR SERVICE: Jay Fitton 615 East Michigan Street Milwaukee, WI 53202 REGISTRANT'S TELEPHONE NUMBER: 513-629-8104 DATE OF FISCAL YEAR END: 12/31 DATE OF REPORTING PERIOD: 07/01/2018 - 06/30/2019 Marketfield Fund -------------------------------------------------------------------------------------------------------------------------- ALBEMARLE CORPORATION Agenda Number: 934957361 -------------------------------------------------------------------------------------------------------------------------- Security: 012653101 Meeting Type: Annual Meeting Date: 07-May-2019 Ticker: ALB ISIN: US0126531013 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. To approve the non-binding advisory Mgmt For For resolution approving the compensation of our named executive officers. 2a. Election of Director: Mary Lauren Brlas Mgmt For For 2b. Election of Director: William H. Hernandez Mgmt For For 2c. Election of Director: Luther C. Kissam IV Mgmt For For 2d. Election of Director: Douglas L. Maine Mgmt For For 2e. Election of Director: J. Kent Masters Mgmt For For 2f. Election of Director: James J. O'Brien Mgmt For For 2g. Election of Director: Diarmuid B. O'Connell Mgmt For For 2h. Election of Director: Dean L. Seavers Mgmt For For 2i. Election of Director: Gerald A. Steiner Mgmt For For 2j. Election of Director: Harriett Tee Taggart Mgmt For For 2k. Election of Director: Amb. Alejandro Wolff Mgmt For For 3. To ratify the appointment of Mgmt For For PricewaterhouseCoopers LLP as Albemarle's independent registered public accounting firm for the fiscal year ending December 31, 2019. -------------------------------------------------------------------------------------------------------------------------- BARRICK GOLD CORPORATION Agenda Number: 934976260 -------------------------------------------------------------------------------------------------------------------------- Security: 067901108 Meeting Type: Annual Meeting Date: 07-May-2019 Ticker: GOLD ISIN: CA0679011084 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 DIRECTOR D. M. Bristow Mgmt For For G. A. Cisneros Mgmt For For C. L. Coleman Mgmt For For J. M. Evans Mgmt For For B. L. Greenspun Mgmt For For J. B. Harvey Mgmt For For A. J. Quinn Mgmt For For J. L. Thornton Mgmt For For 2 RESOLUTION APPROVING THE APPOINTMENT OF Mgmt For For PRICEWATERHOUSECOOPERS LLP as the auditor of Barrick and authorizing the directors to fix its remuneration 3 ADVISORY RESOLUTION ON APPROACH TO Mgmt For For EXECUTIVE COMPENSATION -------------------------------------------------------------------------------------------------------------------------- BHP BILLITON LIMITED Agenda Number: 934880320 -------------------------------------------------------------------------------------------------------------------------- Security: 088606108 Meeting Type: Annual Meeting Date: 08-Nov-2018 Ticker: BHP ISIN: US0886061086 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. To receive the 2018 Financial Statements Mgmt For For and Reports for BHP 2. To reappoint KPMG LLP as the auditor of BHP Mgmt For For Billiton Plc 3. To authorise the Risk and Audit Committee Mgmt For For to agree the remuneration of the auditor of BHP Billiton Plc 4. To approve the general authority to issue Mgmt For For shares in BHP Billiton Plc 5. To approve the authority to allot equity Mgmt For For securities in BHP Billiton Plc for cash 6. To authorise the repurchase of shares in Mgmt For For BHP Billiton Plc 7. To approve the 2018 Remuneration Report Mgmt For For other than the part containing the Directors' remuneration policy 8. To approve the 2018 Remuneration Report Mgmt For For 9. To approve the grant to the Executive Mgmt For For Director 10. To approve the change of name of BHP Mgmt For For Billiton Limited and BHP Billiton Plc 11. To re-elect Terry Bowen as a Director of Mgmt For For BHP 12. To re-elect Malcolm Broomhead as a Director Mgmt For For of BHP 13. To re-elect Anita Frew as a Director of BHP Mgmt For For 14. To re-elect Carolyn Hewson as a Director of Mgmt For For BHP 15. To re-elect Andrew Mackenzie as a Director Mgmt For For of BHP 16. To re-elect Lindsay Maxsted as a Director Mgmt For For of BHP 17. To re-elect John Mogford as a Director of Mgmt For For BHP 18. To re-elect Shriti Vadera as a Director of Mgmt For For BHP 19. To re-elect Ken MacKenzie as a Director of Mgmt For For BHP -------------------------------------------------------------------------------------------------------------------------- CATERPILLAR INC. Agenda Number: 935008943 -------------------------------------------------------------------------------------------------------------------------- Security: 149123101 Meeting Type: Annual Meeting Date: 12-Jun-2019 Ticker: CAT ISIN: US1491231015 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Kelly A. Ayotte Mgmt For For 1b. Election of Director: David L. Calhoun Mgmt For For 1c. Election of Director: Daniel M. Dickinson Mgmt For For 1d. Election of Director: Juan Gallardo Mgmt For For 1e. Election of Director: Dennis A. Muilenburg Mgmt For For 1f. Election of Director: William A. Osborn Mgmt For For 1g. Election of Director: Debra L. Reed-Klages Mgmt For For 1h. Election of Director: Edward B. Rust, Jr. Mgmt For For 1i. Election of Director: Susan C. Schwab Mgmt For For 1j. Election of Director: D. James Umpleby III Mgmt For For 1k. Election of Director: Miles D. White Mgmt For For 1l. Election of Director: Rayford Wilkins, Jr. Mgmt For For 2. Ratify the appointment of independent Mgmt For For registered public accounting firm for 2019. 3. Advisory vote to approve executive Mgmt For For compensation. 4. Shareholder Proposal - Amend proxy access Shr Against For to remove resubmission threshold. 5. Shareholder Proposal - Report on activities Shr Against For in conflict-affected areas. -------------------------------------------------------------------------------------------------------------------------- COMPANIA DE MINAS BUENAVENTURA S.A.A Agenda Number: 934941142 -------------------------------------------------------------------------------------------------------------------------- Security: 204448104 Meeting Type: Annual Meeting Date: 25-Mar-2019 Ticker: BVN ISIN: US2044481040 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. To approve the 2018 Annual Report. A Mgmt Take No Action preliminary Spanish version of the Annual Report is available in the Company's web site: http://www.buenaventura.com/assets/uploads/ pdf/aprobacion_2018_v 2.pdf 2. To approve the Financial Statements as of Mgmt Take No Action December 31, 2018, which were publicly reported. A full report in English version is available in our web site: http://www.buenaventura.com/assets/uploads/ estados_financieros/2 018/e59b304b9f3a9716a98d3cec7ea7a2bb.pdf 3. To approve the delegation of authority to Mgmt Take No Action the Board of Directors for the distribution of Interim Dividends. 4. To approve the payment of a cash dividend Mgmt Take No Action of 0.06 (US$) per share or ADS. 5. To approve the Remuneration Policy for the Mgmt Take No Action Board of Directors. An English version of the proposed policy is available in our web site: http://www.buenaventura.com/assets/uploads/ pdf/ politica_retribucion_2019_en.pdf 6. To approve the Annual Remuneration for the Mgmt Take No Action Board of Directors. http://www.buenaventura.com/assets/uploads/ pdf/ politica_retribucion_2019_en.pdf 7. To appoint Ernst and Young (Paredes, Burga Mgmt Take No Action y Asociados) as External Auditors for Fiscal Year 2019. -------------------------------------------------------------------------------------------------------------------------- CONTINENTAL AG Agenda Number: 710784340 -------------------------------------------------------------------------------------------------------------------------- Security: D16212140 Meeting Type: AGM Meeting Date: 26-Apr-2019 Ticker: ISIN: DE0005439004 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT ACCORDING TO GERMAN LAW, IN CASE OF Non-Voting SPECIFIC CONFLICTS OF INTEREST IN CONNECTION WITH SPECIFIC ITEMS OF THE AGENDA FOR THE GENERAL MEETING YOU ARE NOT ENTITLED TO EXERCISE YOUR VOTING RIGHTS. FURTHER, YOUR VOTING RIGHT MIGHT BE EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS HAS REACHED CERTAIN THRESHOLDS AND YOU HAVE NOT COMPLIED WITH ANY OF YOUR MANDATORY VOTING RIGHTS NOTIFICATIONS PURSUANT TO THE GERMAN SECURITIES TRADING ACT (WPHG). FOR QUESTIONS IN THIS REGARD PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE FOR CLARIFICATION. IF YOU DO NOT HAVE ANY INDICATION REGARDING SUCH CONFLICT OF INTEREST, OR ANOTHER EXCLUSION FROM VOTING, PLEASE SUBMIT YOUR VOTE AS USUAL. THANK YOU. CMMT PLEASE NOTE THAT THE TRUE RECORD DATE FOR Non-Voting THIS MEETING IS 05 APR 19, WHEREAS THE MEETING HAS BEEN SETUP USING THE ACTUAL RECORD DATE - 1 BUSINESS DAY. THIS IS DONE TO ENSURE THAT ALL POSITIONS REPORTED ARE IN CONCURRENCE WITH THE GERMAN LAW. THANK YOU. CMMT COUNTER PROPOSALS MAY BE SUBMITTED UNTIL Non-Voting 11.04.2019. FURTHER INFORMATION ON COUNTER PROPOSALS CAN BE FOUND DIRECTLY ON THE ISSUER'S WEBSITE (PLEASE REFER TO THE MATERIAL URL SECTION OF THE APPLICATION). IF YOU WISH TO ACT ON THESE ITEMS, YOU WILL NEED TO REQUEST A MEETING ATTEND AND VOTE YOUR SHARES DIRECTLY AT THE COMPANY'S MEETING. COUNTER PROPOSALS CANNOT BE REFLECTED IN THE BALLOT ON PROXYEDGE. 1 RECEIVE FINANCIAL STATEMENTS AND STATUTORY Non-Voting REPORTS FOR FISCAL 2018 2 APPROVE ALLOCATION OF INCOME AND DIVIDENDS Mgmt For For OF EUR 4.75 PER SHARE 3.1 APPROVE DISCHARGE OF MANAGEMENT BOARD Mgmt For For MEMBER ELMAR DEGENHART FOR FISCAL 2018 3.2 APPROVE DISCHARGE OF MANAGEMENT BOARD Mgmt For For MEMBER JOSE AVILA FOR FISCAL 2018 3.3 APPROVE DISCHARGE OF MANAGEMENT BOARD Mgmt For For MEMBER HANS JUERGEN DUENSING FOR FISCAL 2018 3.4 APPROVE DISCHARGE OF MANAGEMENT BOARD Mgmt For For MEMBER FRANK JOURDAN FOR FISCAL 2018 3.5 APPROVE DISCHARGE OF MANAGEMENT BOARD Mgmt For For MEMBER HELMUT MATSCHI FOR FISCAL 2018 3.6 APPROVE DISCHARGE OF MANAGEMENT BOARD Mgmt For For MEMBER ARIANE REINHART FOR FISCAL 2018 3.7 APPROVE DISCHARGE OF MANAGEMENT BOARD Mgmt For For MEMBER WOLFGANG SCHAEFER FOR FISCAL 2018 3.8 APPROVE DISCHARGE OF MANAGEMENT BOARD Mgmt For For MEMBER NIKOLAI SETZER FOR FISCAL 2018 4.1 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For MEMBER WOLFGANG REITZLE FOR FISCAL 2018 4.2 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For MEMBER CHRISTIANE BENNER FOR FISCAL 2018 4.3 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For MEMBER GUNTER DUNKEL FOR FISCAL 2018 4.4 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For MEMBER FRANCESCO GRIOLI FOR FISCAL 2018 4.5 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For MEMBER PETER GUTZMER FOR FISCAL 2018 4.6 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For MEMBER PETER HAUSMANN FOR FISCAL 2018 4.7 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For MEMBER MICHAEL IGLHAUT FOR FISCAL 2018 4.8 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For MEMBER KLAUS MANGOLD FOR FISCAL 2018 4.9 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For MEMBER HARTMUT MEINE FOR FISCAL 2018 4.10 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For MEMBER SABINE NEUSS FOR FISCAL 2018 4.11 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For MEMBER ROLF NONNENMACHER FOR FISCAL 2018 4.12 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For MEMBER DIRK NORDMANN FOR FISCAL 2018 4.13 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For MEMBER KLAUS ROSENFELD FOR FISCAL 2018 4.14 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For MEMBER GEORG SCHAEFFLER FOR FISCAL 2018 4.15 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For MEMBER MARIA ELISABETH SCHAEFFLER-THUMANN FOR FISCAL 2018 4.16 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For MEMBER JOERG SCHOENFELDER FOR FISCAL 2018 4.17 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For MEMBER STEFAN SCHOLZ FOR FISCAL 2018 4.18 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For MEMBER GUDRUN VALTEN FOR FISCAL 2018 4.19 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For MEMBER KIRSTEN VOERKEL FOR FISCAL 2018 4.20 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For MEMBER ELKE VOLKMANN FOR FISCAL 2018 4.21 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For MEMBER ERWIN WOERLE FOR FISCAL 2018 4.22 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For MEMBER SIEGFRIED WOLF FOR FISCAL 2018 5 RATIFY KPMG AG AS AUDITORS FOR FISCAL 2019 Mgmt For For 6.1 ELECT GUNTER DUNKEL TO THE SUPERVISORY Mgmt For For BOARD 6.2 ELECT SATISH KHATU TO THE SUPERVISORY BOARD Mgmt For For 6.3 ELECT ISABEL KNAUF TO THE SUPERVISORY BOARD Mgmt For For 6.4 ELECT SABINE NEUSS TO THE SUPERVISORY BOARD Mgmt For For 6.5 ELECT ROLF NONNENMACHER TO THE SUPERVISORY Mgmt For For BOARD 6.6 ELECT WOLFGANG REITZLE TO THE SUPERVISORY Mgmt For For BOARD 6.7 ELECT KLAUS ROSENFELD TO THE SUPERVISORY Mgmt For For BOARD 6.8 ELECT GEORG SCHAEFFLER TO THE SUPERVISORY Mgmt For For BOARD 6.9 ELECT MARIA-ELISABETH SCHAEFFLER-THUMANN TO Mgmt For For THE SUPERVISORY BOARD 6.10 ELECT SIEGFRIED WOLF TO THE SUPERVISORY Mgmt For For BOARD -------------------------------------------------------------------------------------------------------------------------- COSTCO WHOLESALE CORPORATION Agenda Number: 934911466 -------------------------------------------------------------------------------------------------------------------------- Security: 22160K105 Meeting Type: Annual Meeting Date: 24-Jan-2019 Ticker: COST ISIN: US22160K1051 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Hamilton E. James Mgmt For For John W. Stanton Mgmt For For Mary A. Wilderotter Mgmt For For 2. Ratification of selection of independent Mgmt For For auditors. 3. Approval, on an advisory basis, of Mgmt For For executive compensation. 4. Approval of adoption of the 2019 Incentive Mgmt For For Plan. 5. Approval to amend Articles of Incorporation Mgmt For For to declassify the Board and provide for annual election of directors. 6. Approval to amend Articles of Incorporation Mgmt For For to eliminate supermajority vote requirement. 7. Shareholder proposal regarding prison Shr Against For labor. -------------------------------------------------------------------------------------------------------------------------- CRESUD, S.A.C.I.F. Y A. Agenda Number: 934886928 -------------------------------------------------------------------------------------------------------------------------- Security: 226406106 Meeting Type: Special Meeting Date: 29-Oct-2018 Ticker: CRESY ISIN: US2264061068 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. APPOINTMENT OF TWO SHAREHOLDERS TO SIGN THE Mgmt For For MEETINGS' MINUTES. 2. CONSIDERATION OF DOCUMENTS CONTEMPLATED IN Mgmt For For SECTION 234, PARAGRAPH 1, OF LAW NO. 19,550 FOR THE FISCAL YEAR ENDED JUNE 30, 2018. 3. ALLOCATION OF NET INCOME FOR THE FISCAL Mgmt For For YEAR ENDED JUNE 30, 2018 FOR $4,983,467,387. CONSIDERATION OF CREATION OF A SPECIAL RESERVE. 4. DISTRIBUTION OF TREASURY STOCK TO Mgmt For For SHAREHOLDERS PRO RATA THEIR HOLDINGS FOR UP TO 20,656,215 COMMON SHARES. 5. CONSIDERATION OF ALLOCATION OF RETAINED Mgmt For For EARNINGS FOR $9,646,487,544. 6. CONSIDERATION OF BOARD OF DIRECTORS' Mgmt For For PERFORMANCE FOR THE FISCAL YEAR ENDED JUNE 30, 2018. 7. CONSIDERATION OF SUPERVISORY COMMITTEE'S Mgmt For For PERFORMANCE FOR THE FISCAL YEAR ENDED JUNE 30, 2018. 8. CONSIDERATION OF COMPENSATION FOR Mgmt For For $140,599,334 PAYABLE TO THE BOARD OF DIRECTORS FOR THE FISCAL YEAR ENDED JUNE 30, 2018. 9. CONSIDERATION OF COMPENSATION FOR $900,000 Mgmt For For PAYABLE TO THE SUPERVISORY COMMITTEE FOR THE FISCAL YEAR ENDED JUNE 30, 2018. 10. CONSIDERATION OF APPOINTMENT OF REGULAR AND Mgmt For For ALTERNATE DIRECTORS DUE TO EXPIRATION OF TERM. 11. APPOINTMENT OF REGULAR AND ALTERNATE Mgmt For For MEMBERS OF THE SUPERVISORY COMMITTEE FOR A TERM OF ONE FISCAL YEAR. 12. APPOINTMENT OF CERTIFYING ACCOUNTANT FOR Mgmt For For THE NEXT FISCAL YEAR. 13. APPROVAL OF COMPENSATION FOR $6,203,334 Mgmt For For PAYABLE TO CERTIFYING ACCOUNTANT FOR THE FISCAL YEAR ENDED JUNE 30, 2018. 14. AMENDMENT TO THE COMPANY'S BYLAWS TO COMPLY Mgmt For For WITH NEW STATUTORY PROVISIONS. ANALYSIS OF AMENDMENT. 15. CONSIDERATION OF (I) RENEWAL OF THE Mgmt For For DELEGATION TO THE BOARD OF DIRECTORS OF THE BROADEST POWERS TO DETERMINE THE TERMS AND CONDITIONS OF THE "GLOBAL NOTE PROGRAM FOR A PRINCIPAL AMOUNT OF UP TO US$ 500,000,000 (OR ITS EQUIVALENT IN OTHER CURRENCIES)", AS APPROVED BY THE SHAREHOLDERS' MEETING DATED OCTOBER 31, 2012, AND EXTENDED FOR A TERM OF FIVE YEARS, AS APPROVED BY THE SHAREHOLDERS' MEETING DATED OCTOBER 31, 2017 (THE "PROGRAM"), NOT EXPRESSLY APPROVED BY THE SHAREHOLDERS' .. DUE TO SPACE LIMITS, SEE PROXY MATERIAL FOR FULL PROPOSAL. 16. AUTHORIZATIONS FOR CARRYING OUT Mgmt For For REGISTRATION PROCEEDINGS RELATING TO THIS SHAREHOLDERS' MEETING BEFORE THE ARGENTINE SECURITIES COMMISSION AND THE ARGENTINE SUPERINTENDENCY OF CORPORATIONS. -------------------------------------------------------------------------------------------------------------------------- CUMMINS INC. Agenda Number: 934957082 -------------------------------------------------------------------------------------------------------------------------- Security: 231021106 Meeting Type: Annual Meeting Date: 14-May-2019 Ticker: CMI ISIN: US2310211063 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1) Election of Director: N. Thomas Linebarger Mgmt For For 2) Election of Director: Richard J. Freeland Mgmt For For 3) Election of Director: Robert J. Bernhard Mgmt For For 4) Election of Director: Dr. Franklin R. Chang Mgmt For For Diaz 5) Election of Director: Bruno V. Di Leo Allen Mgmt For For 6) Election of Director: Stephen B. Dobbs Mgmt For For 7) Election of Director: Robert K. Herdman Mgmt For For 8) Election of Director: Alexis M. Herman Mgmt For For 9) Election of Director: Thomas J. Lynch Mgmt For For 10) Election of Director: William I. Miller Mgmt For For 11) Election of Director: Georgia R. Nelson Mgmt For For 12) Election of Director: Karen H. Quintos Mgmt For For 13) Advisory vote to approve the compensation Mgmt For For of our named executive officers as disclosed in the proxy statement. 14) Proposal to ratify the appointment of Mgmt For For PricewaterhouseCoopers LLP as our auditors for 2019. 15) Proposal to approve the Cummins Inc. Mgmt For For Employee Stock Purchase Plan, as amended. 16) The shareholder proposal regarding an Shr Against For independent chairman of the board. -------------------------------------------------------------------------------------------------------------------------- D.R. HORTON, INC. Agenda Number: 934915490 -------------------------------------------------------------------------------------------------------------------------- Security: 23331A109 Meeting Type: Annual Meeting Date: 23-Jan-2019 Ticker: DHI ISIN: US23331A1097 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Donald R. Horton Mgmt For For 1b. Election of Director: Barbara K. Allen Mgmt For For 1c. Election of Director: Brad S. Anderson Mgmt For For 1d. Election of Director: Michael R. Buchanan Mgmt For For 1e. Election of Director: Michael W. Hewatt Mgmt For For 2. Approval of the advisory resolution on Mgmt For For executive compensation. 3. Ratify the appointment of Ernst & Young LLP Mgmt For For as our independent registered public accounting firm. -------------------------------------------------------------------------------------------------------------------------- DALATA HOTEL GROUP PLC Agenda Number: 710826996 -------------------------------------------------------------------------------------------------------------------------- Security: G2630L100 Meeting Type: AGM Meeting Date: 02-May-2019 Ticker: ISIN: IE00BJMZDW83 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO RECEIVE AND CONSIDER THE ANNUAL REPORT Mgmt For For AND FINANCIAL STATEMENTS OF THE COMPANY FOR THE YEAR ENDED 31 DECEMBER 2018 TOGETHER WITH THE DIRECTORS AND AUDITORS REPORTS AND A REVIEW OF THE AFFAIRS OF THE COMPANY 2 TO DECLARE A FINAL DIVIDEND OF 7 CENT PER Mgmt For For ORDINARY SHARE FOR THE PERIOD ENDED 31 DECEMBER 2018 3 TO RECEIVE AND CONSIDER THE DIRECTORS' Mgmt For For REPORT ON REMUNERATION FOR THE YEAR ENDED 31 DECEMBER 2018 4.A TO RE-APPOINT THE FOLLOWING DIRECTOR: JOHN Mgmt For For HENNESSY 4.B TO RE-APPOINT THE FOLLOWING DIRECTOR: Mgmt For For PATRICK MCCANN 4.C TO RE-APPOINT THE FOLLOWING DIRECTOR: Mgmt For For STEPHEN MCNALLY 4.D TO RE-APPOINT THE FOLLOWING DIRECTOR: Mgmt For For DERMOT CROWLEY 4.E TO RE-APPOINT THE FOLLOWING DIRECTOR: Mgmt For For ROBERT DIX 4.F TO RE-APPOINT THE FOLLOWING DIRECTOR: ALF Mgmt For For SMIDDY 4.G TO RE-APPOINT THE FOLLOWING DIRECTOR: Mgmt For For MARGARET SWEENEY 5 TO AUTHORISE THE DIRECTORS TO DETERMINE THE Mgmt For For REMUNERATION OF THE AUDITORS 6 AUTHORITY TO ALLOT RELEVANT SECURITIES UP Mgmt For For TO CUSTOMARY LIMITS 7 DISAPPLICATION OF STATUTORY PRE-EMPTION Mgmt For For RIGHTS IN SPECIFIED CIRCUMSTANCES 8 DISAPPLICATION OF STATUTORY PRE-EMPTION Mgmt For For RIGHTS IN ADDITIONAL CIRCUMSTANCES FOR FINANCING AN ACQUISITION OR CAPITAL INVESTMENT BY THE COMPANY 9 AUTHORISATION OF MARKET PURCHASES OF THE Mgmt For For COMPANY'S SHARES 10 AUTHORISATION FOR THE RE-ALLOTMENT OF Mgmt For For TREASURY SHARES 11 TO AUTHORISE THE DIRECTORS TO HOLD CERTAIN Mgmt For For GENERAL MEETINGS ON 14 DAYS NOTICE -------------------------------------------------------------------------------------------------------------------------- DEERE & COMPANY Agenda Number: 934919640 -------------------------------------------------------------------------------------------------------------------------- Security: 244199105 Meeting Type: Annual Meeting Date: 27-Feb-2019 Ticker: DE ISIN: US2441991054 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Samuel R. Allen Mgmt For For 1b. Election of Director: Vance D. Coffman Mgmt For For 1c. Election of Director: Alan C. Heuberger Mgmt For For 1d. Election of Director: Charles O. Holliday, Mgmt For For Jr. 1e. Election of Director: Dipak C. Jain Mgmt For For 1f. Election of Director: Michael O. Johanns Mgmt For For 1g. Election of Director: Clayton M. Jones Mgmt For For 1h. Election of Director: Gregory R. Page Mgmt For For 1i. Election of Director: Sherry M. Smith Mgmt For For 1j. Election of Director: Dmitri L. Stockton Mgmt For For 1k. Election of Director: Sheila G. Talton Mgmt For For 2. Advisory vote on executive compensation Mgmt For For 3. Ratification of the appointment of Deloitte Mgmt For For & Touche LLP as Deere's independent registered public accounting firm for fiscal 2019 4. Shareholder Proposal - Right to Act by Shr Against For Written Consent -------------------------------------------------------------------------------------------------------------------------- DEVON ENERGY CORPORATION Agenda Number: 935003169 -------------------------------------------------------------------------------------------------------------------------- Security: 25179M103 Meeting Type: Annual Meeting Date: 05-Jun-2019 Ticker: DVN ISIN: US25179M1036 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Barbara M. Baumann Mgmt For For John E. Bethancourt Mgmt For For Ann G. Fox Mgmt For For David A. Hager Mgmt For For Robert H. Henry Mgmt For For Michael M. Kanovsky Mgmt For For John Krenicki Jr. Mgmt For For Robert A. Mosbacher Jr. Mgmt For For Duane C. Radtke Mgmt For For Keith O. Rattie Mgmt For For Mary P. Ricciardello Mgmt For For 2. Ratify the appointment of the Company's Mgmt For For Independent Auditors for 2019. 3. Advisory Vote to Approve Executive Mgmt For For Compensation. -------------------------------------------------------------------------------------------------------------------------- GRUPO MEXICO SAB DE CV Agenda Number: 710900639 -------------------------------------------------------------------------------------------------------------------------- Security: P49538112 Meeting Type: OGM Meeting Date: 30-Apr-2019 Ticker: ISIN: MXP370841019 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management I REPORT OF THE GENERAL DIRECTOR OF THE Mgmt For For COMPANY CORRESPONDING TO FISCAL YEAR FROM JANUARY 1 TO DECEMBER 31, 2018. DISCUSSION AND APPROVAL, IF ANY, OF THE CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY AND ITS SUBSIDIARIES AS OF DECEMBER 31, 2018. PRESENTATION OF THE FAVORABLE OPINIONS AND REPORTS REFERRED TO IN ARTICLE 28 SECTION IV, SUBSECTION A), B), C), D) AND E) OF THE LEY DEL MERCADO DE VALORES, REGARDING THE FISCAL YEAR FROM JANUARY 1 TO DECEMBER 31, 2018 II LECTURE OF THE REPORT ON COMPLIANCE WITH Mgmt For For TAX OBLIGATIONS OF THE COMPANY DURING FISCAL YEAR 2017 III RESOLUTION ON APPLICATION OF RESULTS OF Mgmt For For FISCAL YEAR ENDED ON DECEMBER 31, 2018 IV REPORT REFERRED TO IN SECTION III OF Mgmt For For ARTICLE 60 OF THE 'DISPOSICIONES DE CARACTER GENERAL APLICABLES A LAS EMISIONES DE VALORES Y A OTROS PARTICIPANTES DEL MERCADO DE VALORES', INCLUDING A REPORT ON THE APPLICATION OF RESOURCES DESTINED TO THE ACQUISITION OF OWN SHARES DURING FISCAL YEAR CONCLUDED ON DECEMBER 31, 2018. DETERMINATION OF THE MAXIMUM AMOUNT OF RESOURCES TO BE DESTINED FOR THE ACQUISITION OF OWN SHARES DURING FISCAL YEAR 2019 V RESOLUTION ON THE RATIFICATION OF ACTS MADE Mgmt For For BY THE BOARD OF DIRECTORS, THE EXECUTIVE PRESIDENT AND ITS COMMITTEES, DURING THE FISCAL YEAR FROM JANUARY 1 TO DECEMBER 31, 2018 VI RESOLUTION REGARDING THE RATIFICATION OF Mgmt For For THE EXTERNAL AUDITOR OF THE COMPANY VII WAIVER, REELECTION, IF ANY, APPOINTMENT OF Mgmt For For THE MEMBERS OF THE BOARD OF DIRECTORS OF THE COMPANY AND QUALIFICATION OF THEIR INDEPENDENCY ACCORDING TO ARTICLE 26 OF THE LEY DEL MERCADO DE VALORES. AS WELL AS OF THEIR MEMBERS OF THE COMMITTEES OF THE OWN BOARD AND THEIR PRESIDENTS VIII GRANTING AND/OR REMOVAL OF POWERS TO Mgmt For For DIFFERENT MEMBERS OF THE COMPANY IX PROPOSAL ON THE REMUNERATION TO MEMBERS OF Mgmt For For THE BOARD OF DIRECTORS AND MEMBERS OF THE COMMITTEES OF THE BOARD X DESIGNATION OF DELEGATES TO COMPLY AND Mgmt For For FORMALIZE WITH THE RESOLUTIONS TAKEN BY THIS ASSEMBLY CMMT 09 APR 2019: PLEASE NOTE THAT THIS IS A Non-Voting REVISION DUE TO CHANGE IN NUMBERING OF RESOLUTION VII. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. -------------------------------------------------------------------------------------------------------------------------- HONEYWELL INTERNATIONAL INC. Agenda Number: 934941647 -------------------------------------------------------------------------------------------------------------------------- Security: 438516106 Meeting Type: Annual Meeting Date: 29-Apr-2019 Ticker: HON ISIN: US4385161066 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: Darius Adamczyk Mgmt For For 1B. Election of Director: Duncan B. Angove Mgmt For For 1C. Election of Director: William S. Ayer Mgmt For For 1D. Election of Director: Kevin Burke Mgmt For For 1E. Election of Director: Jaime Chico Pardo Mgmt For For 1F. Election of Director: D. Scott Davis Mgmt For For 1G. Election of Director: Linnet F. Deily Mgmt For For 1H. Election of Director: Judd Gregg Mgmt For For 1I. Election of Director: Clive Hollick Mgmt For For 1J. Election of Director: Grace D. Lieblein Mgmt For For 1K. Election of Director: George Paz Mgmt For For 1L. Election of Director: Robin L. Washington Mgmt For For 2. Advisory Vote to Approve Executive Mgmt For For Compensation. 3. Approval of Independent Accountants. Mgmt For For 4. Right To Act By Written Consent. Shr Against For 5. Report on Lobbying Payments and Policy. Shr Against For -------------------------------------------------------------------------------------------------------------------------- INTEL CORPORATION Agenda Number: 934963679 -------------------------------------------------------------------------------------------------------------------------- Security: 458140100 Meeting Type: Annual Meeting Date: 16-May-2019 Ticker: INTC ISIN: US4581401001 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Aneel Bhusri Mgmt For For 1b. Election of Director: Andy D. Bryant Mgmt For For 1c. Election of Director: Reed E. Hundt Mgmt For For 1d. Election of Director: Omar Ishrak Mgmt For For 1e. Election of Director: Risa Lavizzo-Mourey Mgmt For For 1f. Election of Director: Tsu-Jae King Liu Mgmt For For 1g. Election of Director: Gregory D. Smith Mgmt For For 1h. Election of Director: Robert ("Bob") H. Mgmt For For Swan 1i. Election of Director: Andrew Wilson Mgmt For For 1j. Election of Director: Frank D. Yeary Mgmt For For 2. Ratification of selection of Ernst & Young Mgmt For For LLP as our independent registered public accounting firm for 2019 3. Advisory vote to approve executive Mgmt For For compensation of our listed officers 4. Approval of amendment and restatement of Mgmt For For the 2006 Equity Incentive Plan 5. Stockholder proposal on whether to allow Shr Against For stockholders to act by written consent, if properly presented 6. Stockholder proposal requesting a report on Shr Against For the risks associated with emerging public policies addressing the gender pay gap, if properly presented 7. Stockholder proposal requesting an annual Shr Against For advisory vote on political contributions, if properly presented -------------------------------------------------------------------------------------------------------------------------- INTUITIVE SURGICAL, INC. Agenda Number: 934941938 -------------------------------------------------------------------------------------------------------------------------- Security: 46120E602 Meeting Type: Annual Meeting Date: 25-Apr-2019 Ticker: ISRG ISIN: US46120E6023 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Craig H. Barratt, Mgmt For For Ph.D. 1b. Election of Director: Gary S. Guthart, Mgmt For For Ph.D. 1c. Election of Director: Amal M. Johnson Mgmt For For 1d. Election of Director: Don R. Kania, Ph.D. Mgmt For For 1e. Election of Director: Keith R. Leonard, Jr. Mgmt For For 1f. Election of Director: Alan J. Levy, Ph.D. Mgmt For For 1g. Election of Director: Jami Dover Nachtsheim Mgmt For For 1h. Election of Director: Mark J. Rubash Mgmt For For 1i. Election of Director: Lonnie M. Smith Mgmt For For 2. To approve, by advisory vote, the Mgmt For For compensation of the Company's Named Executive Officers. 3. The ratification of appointment of Mgmt For For PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2019. 4. To approve the amendment and restatement of Mgmt For For the 2010 Incentive Award Plan. 5. A stockholder proposal entitled "Simple Shr Against For Majority Vote." -------------------------------------------------------------------------------------------------------------------------- KEYENCE CORPORATION Agenda Number: 711252837 -------------------------------------------------------------------------------------------------------------------------- Security: J32491102 Meeting Type: AGM Meeting Date: 14-Jun-2019 Ticker: ISIN: JP3236200006 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 Approve Appropriation of Surplus Mgmt For For 2.1 Appoint a Director Takizaki, Takemitsu Mgmt For For 2.2 Appoint a Director Yamamoto, Akinori Mgmt For For 2.3 Appoint a Director Kimura, Keiichi Mgmt For For 2.4 Appoint a Director Yamaguchi, Akiji Mgmt For For 2.5 Appoint a Director Miki, Masayuki Mgmt For For 2.6 Appoint a Director Nakata, Yu Mgmt For For 2.7 Appoint a Director Kanzawa, Akira Mgmt For For 2.8 Appoint a Director Tanabe, Yoichi Mgmt For For 2.9 Appoint a Director Taniguchi, Seiichi Mgmt For For 3 Appoint a Corporate Auditor Komura, Mgmt For For Koichiro 4 Appoint a Substitute Corporate Auditor Mgmt For For Yamamoto, Masaharu -------------------------------------------------------------------------------------------------------------------------- LENNAR CORPORATION Agenda Number: 934931292 -------------------------------------------------------------------------------------------------------------------------- Security: 526057104 Meeting Type: Annual Meeting Date: 10-Apr-2019 Ticker: LEN ISIN: US5260571048 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Rick Beckwitt Mgmt For For Irving Bolotin Mgmt For For Steven L. Gerard Mgmt For For Tig Gilliam Mgmt For For Sherrill W. Hudson Mgmt For For Jonathan M. Jaffe Mgmt For For Sidney Lapidus Mgmt For For Teri P. McClure Mgmt For For Stuart Miller Mgmt For For Armando Olivera Mgmt For For Jeffrey Sonnenfeld Mgmt For For Scott Stowell Mgmt For For 2. Ratify the appointment of Deloitte & Touche Mgmt For For LLP as our independent registered public accounting firm for our fiscal year ending November 30, 2019. 3. Approve, on an advisory basis, the Mgmt For For compensation of our named executive officers. 4. Vote on a stockholder proposal regarding Shr Against For having directors elected by a majority of the votes cast in uncontested elections. -------------------------------------------------------------------------------------------------------------------------- MICROSOFT CORPORATION Agenda Number: 934884544 -------------------------------------------------------------------------------------------------------------------------- Security: 594918104 Meeting Type: Annual Meeting Date: 28-Nov-2018 Ticker: MSFT ISIN: US5949181045 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: William H. Gates lll Mgmt For For 1b. Election of Director: Reid G. Hoffman Mgmt For For 1c. Election of Director: Hugh F. Johnston Mgmt For For 1d. Election of Director: Teri L. List-Stoll Mgmt For For 1e. Election of Director: Satya Nadella Mgmt For For 1f. Election of Director: Charles H. Noski Mgmt For For 1g. Election of Director: Helmut Panke Mgmt For For 1h. Election of Director: Sandra E. Peterson Mgmt For For 1i. Election of Director: Penny S. Pritzker Mgmt For For 1j. Election of Director: Charles W. Scharf Mgmt For For 1k. Election of Director: Arne M. Sorenson Mgmt For For 1l. Election of Director: John W. Stanton Mgmt For For 1m. Election of Director: John W. Thompson Mgmt For For 1n. Election of Director: Padmasree Warrior Mgmt For For 2. Advisory vote to approve named executive Mgmt For For officer compensation 3. Ratification of Deloitte & Touche LLP as Mgmt For For our independent auditor for fiscal year 2019 -------------------------------------------------------------------------------------------------------------------------- MINING AND METALLURGICAL COMPANY NORILSK NICKEL PJ Agenda Number: 711212439 -------------------------------------------------------------------------------------------------------------------------- Security: 55315J102 Meeting Type: AGM Meeting Date: 10-Jun-2019 Ticker: ISIN: US55315J1025 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO APPROVE THE 2018 ANNUAL REPORT OF PJSC Mgmt For For MMC NORILSK NICKEL 2 TO APPROVE THE 2018 ANNUAL ACCOUNTING Mgmt For For (FINANCIAL) STATEMENTS OF PJSC MMC NORILSK NICKEL 3 TO APPROVE 2018 PJSC MMC NORILSK NICKEL Mgmt For For CONSOLIDATE FINANCIAL STATEMENTS 4 1. TO APPROVE THE DISTRIBUTION OF PROFIT OF Mgmt For For PJSC MMC NORILSK NICKEL IN 2018 IN ACCORDANCE WITH THE RECOMMENDATION OF THE BOARD OF DIRECTORS OF PJSC MMC NORILSK NICKEL, INCLUDED IN THE REPORT OF THE BOARD OF DIRECTORS OF PJSC MMC NORILSK NICKEL WITH THE MOTIVATED POSITION OF THE BOARD OF DIRECTORS OF PJSC MMC NORILSK NICKEL ON THE ITEMS OF THE AGENDA OF ANNUAL GENERAL MEETING OF SHAREHOLDERS OF PJSC MMC NORILSK NICKEL. 2. TO PAY MONETARY DIVIDENDS ON ORDINARY SHARES OF PJSC MMC NORILSK NICKEL FOR 2018 IN CASH IN THE AMOUNT OF RUB 792,52 PER ORDINARY SHARE. 3. TO SET JUNE 21, 2019 AS THE RECORD DATE FOR DETERMINING PERSONS ELIGIBLE TO RECEIVE THE DIVIDENDS CMMT PLEASE NOTE CUMULATIVE VOTING APPLIES TO Non-Voting THIS RESOLUTION REGARDING THE ELECTION OF DIRECTORS. OUT OF THE 13 DIRECTORS PRESENTED FOR ELECTION, A MAXIMUM OF 13 DIRECTORS ARE TO BE ELECTED. THE LOCAL AGENT IN THE MARKET WILL APPLY CUMULATIVE VOTING EVENLY AMONG ONLY DIRECTORS FOR WHOM YOU VOTE "FOR". CUMULATIVE VOTES CANNOT BE APPLIED UNEVENLY AMONG DIRECTORS VIA PROXYEDGE. HOWEVER IF YOU WISH TO DO SO, PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE. STANDING INSTRUCTIONS HAVE BEEN REMOVED FOR THIS MEETING. IF YOU HAVE FURTHER QUESTIONS PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE 5.1 TO ELECT THE FOLLOWING MEMBER OF THE BOARD Mgmt For For OF DIRECTORS: SERGEY VALENTINOVICH BARBASHEV 5.2 TO ELECT THE FOLLOWING MEMBER OF THE BOARD Mgmt For For OF DIRECTORS: ALEXEY VLADIMIROVICH BASHKIROV 5.3 TO ELECT THE FOLLOWING MEMBER OF THE BOARD Mgmt For For OF DIRECTORS: SERGEY BORISOVICH BRATUKHIN 5.4 TO ELECT THE FOLLOWING MEMBER OF THE BOARD Mgmt For For OF DIRECTORS: ANDREY YEVGENYEVICH BOUGROV 5.5 TO ELECT THE FOLLOWING MEMBER OF THE BOARD Mgmt For For OF DIRECTORS: SERGEY NIKOLAEVICH VOLK 5.6 TO ELECT THE FOLLOWING MEMBER OF THE BOARD Mgmt For For OF DIRECTORS: MARIANNA ALEXANDROVNA ZAKHAROVA 5.7 TO ELECT THE FOLLOWING MEMBER OF THE BOARD Mgmt For For OF DIRECTORS: ROGER LLEWELYN MUNNINGS 5.8 TO ELECT THE FOLLOWING MEMBER OF THE BOARD Mgmt For For OF DIRECTORS: STALBEK STEPANOVICH MISHAKOV 5.9 TO ELECT THE FOLLOWING MEMBER OF THE BOARD Mgmt For For OF DIRECTORS: GARETH PETER PENNY 5.10 TO ELECT THE FOLLOWING MEMBER OF THE BOARD Mgmt For For OF DIRECTORS: MAXIM VLADIMIROVICH POLETAEV 5.11 TO ELECT THE FOLLOWING MEMBER OF THE BOARD Mgmt For For OF DIRECTORS: VYACHESLAV ALEXEEVICH SOLOMIN 5.12 TO ELECT THE FOLLOWING MEMBER OF THE BOARD Mgmt For For OF DIRECTORS: EVGENY ARKADIEVICH SCHWARTZ 5.13 TO ELECT THE FOLLOWING MEMBER OF THE BOARD Mgmt For For OF DIRECTORS: ROBERT WILLEM JOHN EDWARDS 6.1 ELECTION OF MEMBER OF THE AUDIT COMMISSION Mgmt For For OF PJSC MMC NORILSK NICKEL: ALEXEY SERGEEVICH DZYBALOV 6.2 ELECTION OF MEMBER OF THE AUDIT COMMISSION Mgmt For For OF PJSC MMC NORILSK NICKEL: ANNA VIKTOROVNA MASALOVA 6.3 ELECTION OF MEMBER OF THE AUDIT COMMISSION Mgmt For For OF PJSC MMC NORILSK NICKEL: GEORGIY EDUARDOVICH SVANIDZE 6.4 ELECTION OF MEMBER OF THE AUDIT COMMISSION Mgmt For For OF PJSC MMC NORILSK NICKEL: VLADIMIR NIKOLAEVICH SHILKOV 6.5 ELECTION OF MEMBER OF THE AUDIT COMMISSION Mgmt For For OF PJSC MMC NORILSK NICKEL: ELENA ALEXANDROVNA YANEVICH 7 TO APPROVE JSC KPMG AS AUDITOR OF RUSSIAN Mgmt For For ACCOUNTING STANDARDS FINANCIAL STATEMENTS OF PJSC MMC NORILSK NICKEL FOR 2019 8 TO APPROVE JSC KPMG AS AUDITOR OF Mgmt For For CONSOLIDATED FINANCIAL STATEMENTS OF PJSC MMC NORILSK NICKEL FOR 2019 AND INTERIM CONSOLIDATED FINANCIAL STATEMENTS FOR THE FIRST HALF OF 2019 9 1. MEMBERS OF THE BOARD OF DIRECTORS OF Mgmt For For PJSC MMC NORILSK NICKEL SHALL BE REMUNERATED, AND THEIR EXPENSES RELATED TO THE PERFORMANCE OF THEIR DUTIES SHALL BE REIMBURSED IN ACCORDANCE WITH THE POLICY OF REMUNERATION OF MEMBERS OF THE BOARD OF DIRECTORS OF PJSC MMC NORILSK NICKEL (APPROVED BY THE ANNUAL GENERAL MEETING'S RESOLUTION DATED JUNE 6, 2014). 2. FOR THE CHAIRMAN OF THE BOARD OF DIRECTORS OF PJSC MMC NORILSK NICKEL, ELECTED AT THE FIRST BOARD OF DIRECTORS MEETING HELD AFTER THIS AGM, THE COMPANY PROVIDES REMUNERATION, REIMBURSEMENT OF EXPENSES RELATED TO THE PERFORMANCE OF HIS/HER DUTIES, AND ACCIDENT INSURANCE, AS FOLLOWS: 2.1. REMUNERATION SHALL BE USD 1,000,000 (ONE MILLION) PER ANNUM, PAYABLE ON A QUARTERLY BASIS IN EQUAL AMOUNTS IN RUB AT THE RATE SET BY THE CENTRAL BANK OF THE RUSSIAN FEDERATION ON THE LAST BUSINESS DAY OF THE ACCOUNTING QUARTER. THE AMOUNT SHOWN ABOVE SHALL BE AFTER TAXES IN ACCORDANCE WITH EFFECTIVE LAWS OF THE RUSSIAN FEDERATION. THE AFOREMENTIONED REMUNERATION SHALL BE PAYABLE FROM THE DAY OF ELECTION OF THE INDEPENDENT DIRECTOR AS THE CHAIRMAN OF THE BOARD OF DIRECTORS UNTIL THE DATE, ON WHICH HIS TERM OF OFFICE AS THE CHAIRMAN OF THE BOARD OF DIRECTORS EXPIRES; 2.2. IF THE PERSON, ELECTED AS THE CHAIRMAN OF THE BOARD OF DIRECTORS' FIRST MEETING OF THE BOARD OF DIRECTORS HELD AFTER THIS MEETING, IS NOT ELECTED AS THE MEMBER OF THE BOARD OF DIRECTORS AT THE 2019 YEAR-END ANNUAL GENERAL MEETING OF THE SHAREHOLDERS AND CHAIRMAN OF THE NEWLY ELECTED BOARD OF DIRECTORS OR IF HIS OFFICE AS THE CHAIRMAN OF THE BOARD OF DIRECTORS TERMINATES BEFORE THE 2019 YEAR-END ANNUAL GENERAL MEETING OF SHAREHOLDERS HE WILL BE PAID ADDITIONAL REMUNERATION IN THE AMOUNT OF USD 3,000,000.00 LESS AMOUNT OF THE REMUNERATION RECEIVED BY HIM FOR THE PERFORMANCE OF HIS DUTIES AS CHAIRMAN OF THE BOARD OF DIRECTORS DUTIES FROM THE DATE OF HIS ELECTION AT THE FIRST MEETING OF THE BOARD OF DIRECTORS HELD AFTER THIS MEETING. THE AFOREMENTIONED ADDITIONAL REMUNERATION IS PAYABLE ON A QUARTERLY BASIS IN EQUAL AMOUNTS UP TO JUNE 10, 2022 IN RUB AT THE EXCHANGE RATE OF THE CENTRAL BANK OF THE RUSSIAN FEDERATION ON THE LAST BUSINESS DAY OF THE REPORTING QUARTER. THE AMOUNT SHOWN ABOVE SHALL BE AFTER TAX IN ACCORDANCE WITH THE EFFECTIVE RF LAW. IF HE IS RE-ELECTED AS CHAIRMAN OF THE BOARD OF DIRECTORS BY THE SUBSEQUENT ANNUAL GENERAL MEETING OF SHAREHOLDERS BEFORE THE 2021 YEAR-END, THE REMUNERATION FOR SERVING AS CHAIRMAN OF THE BOARD OF DIRECTORS PROVIDED IN SUB-PARAGRAPH 2.1 OF THIS PARAGRAPH, SHALL NOT BE PAYABLE. 2.3. ALL DOCUMENTED EXPENSES INCURRED BY THE CHAIRMAN OF THE BOARD OF DIRECTORS, IN THE PERFORMANCE OF HIS DUTIES, INCLUDING: ACCOMMODATION IN HOTELS, TRAVEL SERVICES, INCLUDING VIP LOUNGE SERVICES, OTHER AIR TRAVEL FEES AND CHARGES (BUSINESS AND FIRST CLASS TICKETS), TELEPHONE CALLS (INCLUDING MOBILE COMMUNICATION), REPRESENTATION EXPENSES, WILL BE COMPENSATED IN ACCORDANCE WITH THE RATES APPROVED BY NORILSK NICKEL PJSC MMC FOR THE PARTICULAR POSITION CATEGORY. 2.4. PJSC MMC NORILSK NICKEL SHALL AT ITS OWN EXPENSE PROVIDE LIFE INSURANCE FOR THE CHAIRMAN OF THE BOARD OF DIRECTORS AGAINST THE FOLLOWING RISK IN THE PERFORMANCE OF OFFICIAL DUTIES: DEATH IN AN ACCIDENT WITH THE COVERAGE TO THE AMOUNT OF AT LEAST USD 3,000,000 (THREE MILLION); SERIOUS BODILY INJURY IN AN ACCIDENT (OR DISABILITY RESULTING FROM AN ACCIDENT) WITH THE COVERAGE TO AMOUNT OF AT LEAST USD 3,000,000 (THREE MILLION); INJURY IN AN ACCIDENT (OR TEMPORARY DISABILITY RESULTING FROM AN ACCIDENT) WITH THE COVERAGE TO AMOUNT OF AT LEAST USD 100,000 (ONE HUNDRED THOUSAND) 10 TO SET THE REMUNERATION FOR ANY AUDIT Mgmt For For COMMISSION MEMBER OF PJSC MMC NORILSK NICKEL NOT EMPLOYED BY THE COMPANY AT THE AMOUNT OF RUB 1,800,000 (ONE MILLION EIGHT HUNDRED THOUSAND) PER ANNUM BEFORE TAXES. PAYABLE IN EQUAL AMOUNTS TWICE PER YEAR. THE ABOVE AMOUNT IS SHOWN BEFORE TAXES, IN ACCORDANCE WITH APPLICABLE LAWS OF THE RUSSIAN FEDERATION 11 TO AUTHORIZE ASSOCIATED TRANSACTIONS WHICH Mgmt For For REPRESENT RELATED PARTY TRANSACTIONS FOR ALL MEMBERS OF THE BOARD OF DIRECTORS AND THE MANAGEMENT BOARD OF PJSC MMC NORILSK NICKEL, THE SUBJECT MATTER OF WHICH IMPLIES THE OBLIGATION OF PJSC MMC NORILSK NICKEL TO INDEMNIFY THE MEMBERS OF THE BOARD OF DIRECTORS AND THE MANAGEMENT BOARD OF PJSC MMC NORILSK NICKEL FOR ANY AND ALL LOSSES WHICH THE ABOVE-MENTIONED PERSONS MAY INCUR AS A RESULT OF THEIR ELECTION TO THE ABOVE-MENTIONED POSITIONS TO THE AMOUNT OF NO MORE THAN USD 115,000,000 (ONE HUNDRED FIFTEEN MILLION) PER TRANSACTION 12 TO AUTHORIZE ASSOCIATED TRANSACTIONS WHICH Mgmt For For REPRESENT RELATED PARTY TRANSACTIONS FOR ALL MEMBERS OF THE BOARD OF DIRECTORS AND THE MANAGEMENT BOARD OF PJSC MMC NORILSK NICKEL AND WHICH CONCERN LIABILITY INSURANCE OF THE MEMBERS OF THE BOARD OF DIRECTORS AND THE MANAGEMENT BOARD OF PJSC MMC NORILSK NICKEL, WHO ARE THE BENEFICIARIES OF THE TRANSACTION, PROVIDED BY A RUSSIAN INSURANCE COMPANY; THE EFFECTIVE PERIOD OF LIABILITY INSURANCE IS ONE YEAR; THE TOTAL LIABILITY LIMIT IS NO LESS THAN USD 200 000 000 AND LIABILITY LIMIT OF NOT LESS THAN USD 25,000.000 FOR EXTENDED COVERAGE TO THE PRIMARY CONTRACT, AS WELL AS AN INSURANCE PREMIUM NOT EXCEEDING USD 1,000,000 13 TO APPROVE PARTICIPATION OF PJSC MMC Mgmt For For NORILSK NICKEL IN INTER-REGIONAL CROSS-INDUSTRY ASSOCIATION OF EMPLOYERS 'UNION OF COPPER AND NICKEL PRODUCERS AND PRODUCTION SUPPORT PROVIDERS' CMMT IN ACCORDANCE WITH NEW RUSSIAN FEDERATION Non-Voting LEGISLATION REGARDING FOREIGN OWNERSHIP DISCLOSURE REQUIREMENTS FOR ADR SECURITIES, ALL SHAREHOLDERS WHO WISH TO PARTICIPATE IN THIS EVENT MUST DISCLOSE THEIR BENEFICIAL OWNER COMPANY REGISTRATION NUMBER AND DATE OF COMPANY REGISTRATION. BROADRIDGE WILL INTEGRATE THE RELEVANT DISCLOSURE INFORMATION WITH THE VOTE INSTRUCTION WHEN IT IS ISSUED TO THE LOCAL MARKET AS LONG AS THE DISCLOSURE INFORMATION HAS BEEN PROVIDED BY YOUR GLOBAL CUSTODIAN. IF THIS INFORMATION HAS NOT BEEN PROVIDED BY YOUR GLOBAL CUSTODIAN, THEN YOUR VOTE MAY BE REJECTED -------------------------------------------------------------------------------------------------------------------------- NORFOLK SOUTHERN CORPORATION Agenda Number: 934947409 -------------------------------------------------------------------------------------------------------------------------- Security: 655844108 Meeting Type: Annual Meeting Date: 09-May-2019 Ticker: NSC ISIN: US6558441084 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Thomas D. Bell, Jr. Mgmt For For 1b. Election of Director: Daniel A. Carp Mgmt For For 1c. Election of Director: Mitchell E. Daniels, Mgmt For For Jr. 1d. Election of Director: Marcela E. Donadio Mgmt For For 1e. Election of Director: Thomas C. Kelleher Mgmt For For 1f. Election of Director: Steven F. Leer Mgmt For For 1g. Election of Director: Michael D. Lockhart Mgmt For For 1h. Election of Director: Amy E. Miles Mgmt For For 1i. Election of Director: Jennifer F. Scanlon Mgmt For For 1j. Election of Director: James A. Squires Mgmt For For 1k. Election of Director: John R. Thompson Mgmt For For 2. Ratification of the appointment of KPMG Mgmt For For LLP, independent registered public accounting firm, as Norfolk Southern's independent auditors for the year ending December 31, 2019. 3. Approval of advisory resolution on Mgmt For For executive compensation, as disclosed in the proxy statement for the 2019 Annual Meeting of Shareholders. 4. If properly presented at the meeting, a Shr Against For shareholder proposal regarding simple majority vote. -------------------------------------------------------------------------------------------------------------------------- NUTRIEN LTD. Agenda Number: 934850238 -------------------------------------------------------------------------------------------------------------------------- Security: 67077M108 Meeting Type: Annual Meeting Date: 19-Jul-2018 Ticker: NTR ISIN: CA67077M1086 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 DIRECTOR Christopher M. Burley Mgmt For For Maura J. Clark Mgmt For For John W. Estey Mgmt For For David C. Everitt Mgmt For For Russell K. Girling Mgmt For For Gerald W. Grandey Mgmt For For Miranda C. Hubbs Mgmt For For Alice D. Laberge Mgmt For For Consuelo E. Madere Mgmt For For Charles V. Magro Mgmt For For Keith G. Martell Mgmt For For A. Anne McLellan Mgmt For For Derek G. Pannell Mgmt For For Aaron W. Regent Mgmt For For Mayo M. Schmidt Mgmt For For Jochen E. Tilk Mgmt For For 2 The re-appointment of KPMG LLP, Chartered Mgmt For For Accountants, as auditors of the Corporation. 3 A resolution to ratify and approve: (i) a Mgmt For For stock option plan of the Corporation; and (ii) the grant of stock options made to eligible participants under the stock option plan, as more particularly detailed in the accompanying notice of meeting and management proxy circular. 4 A non-binding advisory resolution to accept Mgmt For For the Corporation's approach to executive compensation. -------------------------------------------------------------------------------------------------------------------------- NUTRIEN LTD. (THE "CORPORATION") Agenda Number: 934979874 -------------------------------------------------------------------------------------------------------------------------- Security: 67077M108 Meeting Type: Annual Meeting Date: 09-May-2019 Ticker: NTR ISIN: CA67077M1086 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 DIRECTOR Christopher M. Burley Mgmt For For Maura J. Clark Mgmt For For John W. Estey Mgmt For For David C. Everitt Mgmt For For Russell K. Girling Mgmt For For Miranda C. Hubbs Mgmt For For Alice D. Laberge Mgmt For For Consuelo E. Madere Mgmt For For Charles V. Magro Mgmt For For Keith G. Martell Mgmt For For Aaron W. Regent Mgmt For For Mayo M. Schmidt Mgmt For For 2 The re-appointment of KPMG LLP, Chartered Mgmt For For Accountants, as auditor of the Corporation. 3 A non-binding advisory resolution to accept Mgmt For For the Corporation's approach to executive compensation. -------------------------------------------------------------------------------------------------------------------------- PUBLIC JOINT STOCK COMPANY MINING AND METALLURGICA Agenda Number: 709884957 -------------------------------------------------------------------------------------------------------------------------- Security: 55315J102 Meeting Type: EGM Meeting Date: 19-Sep-2018 Ticker: ISIN: US55315J1025 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT IN ACCORDANCE WITH NEW RUSSIAN FEDERATION Non-Voting LEGISLATION REGARDING FOREIGN OWNERSHIP DISCLOSURE REQUIREMENTS FOR ADR SECURITIES, ALL SHAREHOLDERS WHO WISH TO PARTICIPATE IN THIS EVENT MUST DISCLOSE THEIR BENEFICIAL OWNER COMPANY REGISTRATION NUMBER AND DATE OF COMPANY REGISTRATION. BROADRIDGE WILL INTEGRATE THE RELEVANT DISCLOSURE INFORMATION WITH THE VOTE INSTRUCTION WHEN IT IS ISSUED TO THE LOCAL MARKET AS LONG AS THE DISCLOSURE INFORMATION HAS BEEN PROVIDED BY YOUR GLOBAL CUSTODIAN. IF THIS INFORMATION HAS NOT BEEN PROVIDED BY YOUR GLOBAL CUSTODIAN, THEN YOUR VOTE MAY BE REJECTED 1 PAYMENT (DECLARATION) OF DIVIDENDS ON Mgmt For For SHARES OF PJSC MMC NORILSK NICKEL FOR THE FIRST HALF OF 2018. 1. PAY DIVIDENDS ON ORDINARY SHARES OF PJSC MMC NORILSK NICKEL FOR THE FIRST HALF OF 2018 IN CASH IN THE AMOUNT OF RUB 776,02 PER ORDINARY SHARE. 2. SET OCTOBER 1, 2018 AS THE RECORD DATE FOR DETERMINING PERSONS ELIGIBLE TO RECEIVE THE DIVIDENDS -------------------------------------------------------------------------------------------------------------------------- PULTEGROUP, INC. Agenda Number: 934961788 -------------------------------------------------------------------------------------------------------------------------- Security: 745867101 Meeting Type: Annual Meeting Date: 08-May-2019 Ticker: PHM ISIN: US7458671010 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Brian P. Anderson Mgmt For For 1b. Election of Director: Bryce Blair Mgmt For For 1c. Election of Director: Richard W. Dreiling Mgmt For For 1d. Election of Director: Thomas J. Folliard Mgmt For For 1e. Election of Director: Cheryl W. Grise Mgmt For For 1f. Election of Director: Andre J. Hawaux Mgmt For For 1g. Election of Director: Ryan R. Marshall Mgmt For For 1h. Election of Director: John R. Peshkin Mgmt For For 1i. Election of Director: Scott F. Powers Mgmt For For 1j. Election of Director: William J. Pulte Mgmt For For 1k. Election of Director: Lila Snyder Mgmt For For 2. Ratification of appointment of Ernst & Mgmt For For Young LLP as our independent registered public accounting firm for 2019. 3. Say-on-pay: Advisory vote to approve Mgmt For For executive compensation. 4. Approval of an amendment to extend the term Mgmt For For of our amended and restated Section 382 rights agreement. -------------------------------------------------------------------------------------------------------------------------- ROCKWELL AUTOMATION, INC. Agenda Number: 934913749 -------------------------------------------------------------------------------------------------------------------------- Security: 773903109 Meeting Type: Annual Meeting Date: 05-Feb-2019 Ticker: ROK ISIN: US7739031091 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management A. DIRECTOR Blake D. Moret Mgmt For For Thomas W. Rosamilia Mgmt For For Patricia A. Watson Mgmt For For B. To approve the selection of Deloitte & Mgmt For For Touche LLP as the Corporation's independent registered public accounting firm. C. To approve, on an advisory basis, the Mgmt For For compensation of the Corporation's named executive officers. -------------------------------------------------------------------------------------------------------------------------- ROSS STORES, INC. Agenda Number: 934968794 -------------------------------------------------------------------------------------------------------------------------- Security: 778296103 Meeting Type: Annual Meeting Date: 22-May-2019 Ticker: ROST ISIN: US7782961038 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Michael Balmuth Mgmt For For 1b. Election of Director: K. Gunnar Bjorklund Mgmt For For 1c. Election of Director: Michael J. Bush Mgmt For For 1d. Election of Director: Norman A. Ferber Mgmt For For 1e. Election of Director: Sharon D. Garrett Mgmt For For 1f. Election of Director: Stephen D. Milligan Mgmt For For 1g. Election of Director: George P. Orban Mgmt For For 1h. Election of Director: Michael O'Sullivan Mgmt For For 1i. Election of Director: Gregory L. Quesnel Mgmt For For 1j. Election of Director: Barbara Rentler Mgmt For For 2. Advisory vote to approve the resolution on Mgmt For For the compensation of the named executive officers. 3. To ratify the appointment of Deloitte & Mgmt For For Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending February 1, 2020. 4. To vote on a stockholder proposal on Shr Against For Greenhouse Gas Emissions Goals, if properly presented at the Annual Meeting. -------------------------------------------------------------------------------------------------------------------------- SIEMENS AG Agenda Number: 710322645 -------------------------------------------------------------------------------------------------------------------------- Security: D69671218 Meeting Type: AGM Meeting Date: 30-Jan-2019 Ticker: ISIN: DE0007236101 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO Non-Voting MEETING ID 137545 DUE TO SPLITTING OF RESOLUTIONS 3 AND 4. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU CMMT PLEASE NOTE THAT FOLLOWING THE AMENDMENT TO Non-Voting PARAGRAPH 21 OF THE SECURITIES TRADE ACT ON 9TH JULY 2015 AND THE OVER-RULING OF THE DISTRICT COURT IN COLOGNE JUDGMENT FROM 6TH JUNE 2012 THE VOTING PROCESS HAS NOW CHANGED WITH REGARD TO THE GERMAN REGISTERED SHARES. AS A RESULT, IT IS NOW THE RESPONSIBILITY OF THE END-INVESTOR (I.E. FINAL BENEFICIARY) AND NOT THE INTERMEDIARY TO DISCLOSE RESPECTIVE FINAL BENEFICIARY VOTING RIGHTS THEREFORE THE CUSTODIAN BANK / AGENT IN THE MARKET WILL BE SENDING THE VOTING DIRECTLY TO MARKET AND IT IS THE END INVESTORS RESPONSIBILITY TO ENSURE THE REGISTRATION ELEMENT IS COMPLETE WITH THE ISSUER DIRECTLY, SHOULD THEY HOLD MORE THAN 3 % OF THE TOTAL SHARE CAPITAL CMMT THE VOTE/REGISTRATION DEADLINE AS DISPLAYED Non-Voting ON PROXYEDGE IS SUBJECT TO CHANGE AND WILL BE UPDATED AS SOON AS BROADRIDGE RECEIVES CONFIRMATION FROM THE SUB CUSTODIANS REGARDING THEIR INSTRUCTION DEADLINE. FOR ANY QUERIES PLEASE CONTACT YOUR CLIENT SERVICES REPRESENTATIVE CMMT ACCORDING TO GERMAN LAW, IN CASE OF Non-Voting SPECIFIC CONFLICTS OF INTEREST IN CONNECTION WITH SPECIFIC ITEMS OF THE AGENDA FOR THE GENERAL MEETING YOU ARE NOT ENTITLED TO EXERCISE YOUR VOTING RIGHTS. FURTHER, YOUR VOTING RIGHT MIGHT BE EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS HAS REACHED CERTAIN THRESHOLDS AND YOU HAVE NOT COMPLIED WITH ANY OF YOUR MANDATORY VOTING RIGHTS NOTIFICATIONS PURSUANT TO THE GERMAN SECURITIES TRADING ACT (WPHG). FOR QUESTIONS IN THIS REGARD PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE FOR CLARIFICATION. IF YOU DO NOT HAVE ANY INDICATION REGARDING SUCH CONFLICT OF INTEREST, OR ANOTHER EXCLUSION FROM VOTING, PLEASE SUBMIT YOUR VOTE AS USUAL. THANK YOU CMMT COUNTER PROPOSALS MAY BE SUBMITTED UNTIL Non-Voting 15.01.2019. FURTHER INFORMATION ON COUNTER PROPOSALS CAN BE FOUND DIRECTLY ON THE ISSUER'S WEBSITE (PLEASE REFER TO THE MATERIAL URL SECTION OF THE APPLICATION). IF YOU WISH TO ACT ON THESE ITEMS, YOU WILL NEED TO REQUEST A MEETING ATTEND AND VOTE YOUR SHARES DIRECTLY AT THE COMPANY'S MEETING. COUNTER PROPOSALS CANNOT BE REFLECTED IN THE BALLOT ON PROXYEDGE 1 RECEIVE FINANCIAL STATEMENTS AND STATUTORY Non-Voting REPORTS FOR FISCAL 2017/18 2 APPROVE ALLOCATION OF INCOME AND DIVIDENDS Mgmt For For OF EUR 3.80 PER SHARE 3.1 APPROVE DISCHARGE OF MANAGEMENT BOARD Mgmt For For MEMBER JOE KAESER FOR FISCAL 2017/18 3.2 APPROVE DISCHARGE OF MANAGEMENT BOARD Mgmt For For MEMBER ROLAND BUSCH FOR FISCAL 2017/18 3.3 APPROVE DISCHARGE OF MANAGEMENT BOARD Mgmt For For MEMBER LISA DAVIS FOR FISCAL 2017/18 3.4 APPROVE DISCHARGE OF MANAGEMENT BOARD Mgmt For For MEMBER KLAUS HELMRICH FOR FISCAL 2017/18 3.5 APPROVE DISCHARGE OF MANAGEMENT BOARD Mgmt For For MEMBER JANINA KUGEL FOR FISCAL 2017/18 3.6 APPROVE DISCHARGE OF MANAGEMENT BOARD Mgmt For For MEMBER CEDRIK NEIKE FOR FISCAL 2017/18 3.7 APPROVE DISCHARGE OF MANAGEMENT BOARD Mgmt For For MEMBER MICHAEL SEN FOR FISCAL2017/18 3.8 APPROVE DISCHARGE OF MANAGEMENT BOARD Mgmt For For MEMBER RALF P. THOMAS FOR FISCAL 2017/18 4.1 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For MEMBER JIM HAGEMANN SNABE FOR FISCAL 2017/18 4.2 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For MEMBER BIRGIT STEINBORN FOR FISCAL 2017/18 4.3 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For MEMBER WERNER WENNING FOR FISCAL 2017/18 4.4 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For MEMBER OLAF BOLDUAN (UNTIL JANUARY 31, 2018) FOR FISCAL 2017/18 4.5 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For MEMBER WERNER BRANDT (SINCE JANUARY 31, 2018) FOR FISCAL 2017/18 4.6 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For MEMBER GERHARD CROMME (UNTIL JANUARY 31, 2018) FOR FISCAL 2017/18 4.7 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For MEMBER MICHAEL DIEKMANN FOR FISCAL 2017/18 4.8 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For MEMBER ANDREA FEHRMANN (SINCE JANUARY 31, 2018) FOR FISCAL 2017/18 4.9 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For MEMBER HANS MICHAEL GAUL (UNTIL JANUARY 31, 2018) FOR FISCAL 2017/18 4.10 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For MEMBER REINHARD HAHN FOR FISCAL 2017/18 4.11 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For MEMBER BETTINA HALLER FOR FISCAL 2017/18 4.12 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For MEMBER ROBERT KENSBOCK FOR FISCAL 2017/18 4.13 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For MEMBER HARALD KERN FOR FISCAL 2017/18 4.14 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For MEMBER JUERGEN KERNER FOR FISCAL 2017/18 4.15 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For MEMBER NICOLA LEIBINGER-KAMMUELLER FOR FISCAL 2017/18 4.16 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For MEMBER GERARD MESTRALLET (UNTIL JANUARY 31, 2018) FOR FISCAL 2017/18 4.17 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For MEMBER BENOIT POTIER (SINCE JANUARY 31, 2018) FOR FISCAL 2017/18 4.18 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For MEMBER.NORBERT REITHOFER FOR FISCAL 2017/18 4.19 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For MEMBER GUELER SABANCI (UNTIL JANUARY 31, 2018) FOR FISCAL 2017/18 4.20 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For MEMBER DAME NEMAT TALAAT SHAFIK (SINCE JANUARY 31, 2018) FOR FISCAL 2017/18 4.21 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For MEMBER NATHALIE VON SIEMENS FOR FISCAL 2017/18 4.22 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For MEMBER MICHAEL SIGMUND FOR FISCAL 2017/18 4.23 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For MEMBER DOROTHEA SIMON.FOR FISCAL 2017/18 4.24 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For MEMBER SIBYLLE WANKEL (UNTIL JANUARY 31, 2018) FOR FISCAL 2017/18 4.25 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For MEMBER MATTHIAS ZACHERT (SINCE JANUARY 31, 2018) FOR FISCAL 2017/18 4.26 APPROVE DISCHARGE OF SUPERVISORY BOARD Mgmt For For MEMBER GUNNAR ZUKUNFT (SINCE JANUARY 31, 2018) FOR FISCAL 2017/18 5 RATIFY ERNST YOUNG GMBH AS AUDITORS FOR Mgmt For For FISCAL 2018/19 6 APPROVE CREATION OF EUR 510 MILLION POOL OF Mgmt For For CAPITAL WITH PARTIAL EXCLUSION OF PREEMPTIVE RIGHTS 7 APPROVE ISSUANCE OF WARRANTS/BONDS WITH Mgmt For For WARRANTS ATTACHED/CONVERTIBLE BONDS WITHOUT PREEMPTIVE RIGHTS UP TO AGGREGATE NOMINAL AMOUNT OF EUR 15 BILLION APPROVE CREATION OF EUR 240 MILLION POOL OF CAPITAL TO GUARANTEE CONVERSION RIGHTS 8 APPROVE AFFILIATION AGREEMENT WITH Mgmt For For SUBSIDIARY KYROS 58 GMBH -------------------------------------------------------------------------------------------------------------------------- SONY CORPORATION Agenda Number: 711226349 -------------------------------------------------------------------------------------------------------------------------- Security: J76379106 Meeting Type: AGM Meeting Date: 18-Jun-2019 Ticker: ISIN: JP3435000009 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management Please reference meeting materials. Non-Voting 1.1 Appoint a Director Yoshida, Kenichiro Mgmt No vote 1.2 Appoint a Director Totoki, Hiroki Mgmt No vote 1.3 Appoint a Director Sumi, Shuzo Mgmt No vote 1.4 Appoint a Director Tim Schaaff Mgmt No vote 1.5 Appoint a Director Matsunaga, Kazuo Mgmt No vote 1.6 Appoint a Director Miyata, Koichi Mgmt No vote 1.7 Appoint a Director John V. Roos Mgmt No vote 1.8 Appoint a Director Sakurai, Eriko Mgmt No vote 1.9 Appoint a Director Minakawa, Kunihito Mgmt No vote 1.10 Appoint a Director Oka, Toshiko Mgmt No vote 1.11 Appoint a Director Akiyama, Sakie Mgmt No vote 1.12 Appoint a Director Wendy Becker Mgmt No vote 1.13 Appoint a Director Hatanaka, Yoshihiko Mgmt No vote 2 Approve Issuance of Share Acquisition Mgmt No vote Rights as Stock Options -------------------------------------------------------------------------------------------------------------------------- SONY CORPORATION Agenda Number: 935025189 -------------------------------------------------------------------------------------------------------------------------- Security: 835699307 Meeting Type: Annual Meeting Date: 18-Jun-2019 Ticker: SNE ISIN: US8356993076 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Kenichiro Yoshida Mgmt For For 1b. Election of Director: Hiroki Totoki Mgmt For For 1c. Election of Director: Shuzo Sumi Mgmt For For 1d. Election of Director: Tim Schaaff Mgmt For For 1e. Election of Director: Kazuo Matsunaga Mgmt For For 1f. Election of Director: Koichi Miyata Mgmt For For 1g. Election of Director: John V. Roos Mgmt For For 1h. Election of Director: Eriko Sakurai Mgmt For For 1i. Election of Director: Kunihito Minakawa Mgmt For For 1j. Election of Director: Toshiko Oka Mgmt For For 1k. Election of Director: Sakie Akiyama Mgmt For For 1l. Election of Director: Wendy Becker Mgmt For For 1m. Election of Director: Yoshihiko Hatanaka Mgmt For For 2. To issue Stock Acquisition Rights for the Mgmt For For purpose of granting stock options. -------------------------------------------------------------------------------------------------------------------------- SOUTHERN COPPER CORPORATION Agenda Number: 934966271 -------------------------------------------------------------------------------------------------------------------------- Security: 84265V105 Meeting Type: Annual Meeting Date: 25-Apr-2019 Ticker: SCCO ISIN: US84265V1052 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR German L. Mota-Velasco Mgmt For For Oscar Gonzalez Rocha Mgmt For For Vicente A. Andreve Mgmt For For Alfredo Casar Perez Mgmt For For Enrique C. S. Mejorada Mgmt For For Xavier G. de Q. Topete Mgmt For For Rafael Mac G. Anciola Mgmt For For Luis M. P. Bonilla Mgmt For For Gilberto P. Cifuentes Mgmt For For Carlos Ruiz Sacristan Mgmt For For 2. Ratify the Audit Committee's selection of Mgmt For For Galaz,Yamazaki, Ruiz Urquiza S.C., a member firm of Deloitte Touche Tohmatsu Limited, as our independent accountants for 2019. 3. Approve by, non-binding vote, executive Mgmt For For compensation. -------------------------------------------------------------------------------------------------------------------------- SPLUNK INC. Agenda Number: 935009870 -------------------------------------------------------------------------------------------------------------------------- Security: 848637104 Meeting Type: Annual Meeting Date: 13-Jun-2019 Ticker: SPLK ISIN: US8486371045 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Class I Director: Mark Carges Mgmt For For 1b. Election of Class I Director: Elisa Steele Mgmt For For 1c. Election of Class I Director: Sri Viswanath Mgmt For For 2. To ratify the appointment of Mgmt For For PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending January 31, 2020. 3. To approve, on an advisory basis, the Mgmt For For compensation of our named executive officers, as described in the proxy statement. 4. Advisory vote on the frequency of future Mgmt 1 Year For advisory votes on executive compensation. -------------------------------------------------------------------------------------------------------------------------- THE SHERWIN-WILLIAMS COMPANY Agenda Number: 934937876 -------------------------------------------------------------------------------------------------------------------------- Security: 824348106 Meeting Type: Annual Meeting Date: 17-Apr-2019 Ticker: SHW ISIN: US8243481061 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: K.B. Anderson Mgmt For For 1b. Election of Director: A.F. Anton Mgmt For For 1c. Election of Director: J.M. Fettig Mgmt For For 1d. Election of Director: D.F. Hodnik Mgmt For For 1e. Election of Director: R.J. Kramer Mgmt For For 1f. Election of Director: S.J. Kropf Mgmt For For 1g. Election of Director: J.G. Morikis Mgmt For For 1h. Election of Director: C.A. Poon Mgmt For For 1i. Election of Director: J.M. Stropki Mgmt For For 1j. Election of Director: M.H. Thaman Mgmt For For 1k. Election of Director: M. Thornton III Mgmt For For 1l. Election of Director: S.H. Wunning Mgmt For For 2. Advisory approval of the compensation of Mgmt For For the named executives. 3. Ratification of Ernst & Young LLP as our Mgmt For For independent registered public accounting firm for 2019. -------------------------------------------------------------------------------------------------------------------------- THE ST. JOE COMPANY Agenda Number: 934978339 -------------------------------------------------------------------------------------------------------------------------- Security: 790148100 Meeting Type: Annual Meeting Date: 20-May-2019 Ticker: JOE ISIN: US7901481009 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director for a one-year term: Mgmt For For Cesar L. Alvarez 1b. Election of Director for a one-year term: Mgmt For For Bruce R. Berkowitz 1c. Election of Director for a one-year term: Mgmt For For Howard S. Frank 1d. Election of Director for a one-year term: Mgmt For For Jorge L. Gonzalez 1e. Election of Director for a one-year term: Mgmt For For James S. Hunt 1f. Election of Director for a one-year term: Mgmt For For Thomas P. Murphy, Jr. 2. Ratification of the appointment of Grant Mgmt For For Thornton LLP as our independent registered public accounting firm for the 2019 fiscal year. 3. Approval, on an advisory basis, of the Mgmt For For compensation of our named executive officers. -------------------------------------------------------------------------------------------------------------------------- TOTO LTD. Agenda Number: 711242583 -------------------------------------------------------------------------------------------------------------------------- Security: J90268103 Meeting Type: AGM Meeting Date: 25-Jun-2019 Ticker: ISIN: JP3596200000 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management Please reference meeting materials. Non-Voting 1.1 Appoint a Director Harimoto, Kunio Mgmt For For 1.2 Appoint a Director Kitamura, Madoka Mgmt For For 1.3 Appoint a Director Kiyota, Noriaki Mgmt For For 1.4 Appoint a Director Morimura, Nozomu Mgmt For For 1.5 Appoint a Director Abe, Soichi Mgmt For For 1.6 Appoint a Director Hayashi, Ryosuke Mgmt For For 1.7 Appoint a Director Aso, Taiichi Mgmt For For 1.8 Appoint a Director Shirakawa, Satoshi Mgmt For For 1.9 Appoint a Director Taguchi, Tomoyuki Mgmt For For 1.10 Appoint a Director Tamura, Shinya Mgmt For For 1.11 Appoint a Director Masuda, Kazuhiko Mgmt For For 1.12 Appoint a Director Shimono, Masatsugu Mgmt For For 1.13 Appoint a Director Tsuda, Junji Mgmt For For 2.1 Appoint a Corporate Auditor Sarasawa, Mgmt For For Shuichi 2.2 Appoint a Corporate Auditor Marumori, Mgmt For For Yasushi 3 Appoint a Substitute Corporate Auditor Mgmt For For Miyano, Tsutomu -------------------------------------------------------------------------------------------------------------------------- UNION PACIFIC CORPORATION Agenda Number: 934970383 -------------------------------------------------------------------------------------------------------------------------- Security: 907818108 Meeting Type: Annual Meeting Date: 16-May-2019 Ticker: UNP ISIN: US9078181081 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Andrew H. Card Jr. Mgmt For For 1b. Election of Director: Erroll B. Davis Jr. Mgmt For For 1c. Election of Director: William J. DeLaney Mgmt For For 1d. Election of Director: David B. Dillon Mgmt For For 1e. Election of Director: Lance M. Fritz Mgmt For For 1f. Election of Director: Deborah C. Hopkins Mgmt For For 1g. Election of Director: Jane H. Lute Mgmt For For 1h. Election of Director: Michael R. McCarthy Mgmt For For 1i. Election of Director: Thomas F. McLarty III Mgmt For For 1j. Election of Director: Bhavesh V. Patel Mgmt For For 1k. Election of Director: Jose H. Villarreal Mgmt For For 2. Ratification of the appointment of Deloitte Mgmt For For & Touche LLP as the independent registered public accounting firm of the Company for 2019. 3. An advisory vote to approve executive Mgmt For For compensation ("Say on Pay"). 4. Shareholder proposal regarding Independent Shr Against For Chairman if properly presented at the Annual Meeting. -------------------------------------------------------------------------------------------------------------------------- VALE S.A. Agenda Number: 935001076 -------------------------------------------------------------------------------------------------------------------------- Security: 91912E105 Meeting Type: Annual Meeting Date: 30-Apr-2019 Ticker: VALE ISIN: US91912E1055 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management E1 Change the head and Paragraph 2 of the Mgmt Take No Action Article 11 of Vale By- Laws, in order to increase from twelve to thirteen the number of members and its substitutes of the Board of Directors and the head of Article 15 to change the names of the "Personnel Committee" and "Governance, Compliance and Risk Committee" to "Personnel and Governance Committee" and "Compliance and Risk Committee", respectively. 1 Evaluation of management's report and Mgmt Take No Action accounts and analysis, discussion and vote on the financial statements for the fiscal year ended December 31, 2018 2 Proposal for the allocation of profits for Mgmt Take No Action the year 2018, and the consequent approval of Vale's Capital Budget, for the purposes of Article 196 of Law 6,404/1976: ...(due to space limits, see proxy material for full proposal). 27 Do you wish to request the adoption of the Mgmt Take No Action multiple vote process for the election of the Board of Directors, pursuant to article 141 of Law 6404, of December 15, 1976, as amended (Law 6,404 /1976)? [If the shareholder chooses reject or abstain, his or her actions will not be computed for purposes of multiple vote request] 28 Election of the board of directors: Chapa 1 Mgmt For For (List 1): Marcio Hamilton Ferreira/Gilmar Dalilo Cezar Wanderley; Marcel Juviniano Barros / Marcia Fragoso Soares; Jose Mauricio Pereira Coelho / Arthur Prado Silva; Marcelo Augusto Dutra Labuto / Ivan Luiz Modesto Schara; Oscar Augusto de Camargo Filho / Yoshitomo Nishimitsu; Toshiya Asahi / Hugo Serrado Stoffel; Fernando Jorge Buso Gomes / Johan Albino Ribeiro; Eduardo de Oliveira Rodrigues Filho / VACANT; ...(due to space limits, see proxy material for full proposal). 29 If one of the candidates that compose the Mgmt Take No Action chosen list fails to be part of the list, can the votes corresponding to your shares continue to be granted to the chosen list? 30 DIRECTOR Ferreira/ Wanderley Mgmt For For Barros/Soares Mgmt For For Coelho/ Silva Mgmt For For Labuto/Schara Mgmt For For Filho/Nishimitsu Mgmt For For Asahi/Stoffel Mgmt For For Gomes/Ribeiro Mgmt For For Filho/VACANT Mgmt For For Penido/VACANT Mgmt For For Azevedo/VACANT Mgmt For For Albuquerque/ Seabra Mgmt For For Lins /VACANT Mgmt For For 32 Nomination of candidates for the board of Mgmt Take No Action directors (the shareholder may indicate as many candidates as there are number of places to be filled in the general election): Patricia Gracindo Marques de Assis Bentes / Marcelo Gasparino da Silva 33 In case of adoption of the multiple vote Mgmt Take No Action process, should the votes corresponding to your shares be distributed in equal percentages by the candidates you have chosen? [If the shareholder chooses to abstain and the election occurs through the multiple vote process, his vote must be counted as abstention in the respective resolution of the meeting. 35 Do you wish to request the separate Mgmt Take No Action election of a member of the Board of Directors, pursuant to Article 141, paragraph 4, item I, of Law No. 6,404 of 1976? (the shareholder must complete this field if he has left the general election field (items 28 to 34) blank and holds the shares with which he votes during the 3 months immediately prior to the general meeting). 36 If it is found that neither the holders of Mgmt Take No Action shares with voting rights nor the holders of preferred shares without voting rights or with restricted votes made up, respectively, the quorum required in items I and II of paragraph 4 of article 141 of Law No. 6,404 of 1976, do you want your vote to be aggregated to the votes of the preferred shares in order to elect to the board of directors the candidate with the highest number of votes among all of those who, included in this ballot, stand for a separate election? 37 Election of the fiscal board by single Mgmt For For group of candidates: Chapa 1 (List 1): Eduardo Cesar Pasa / Nelson de Menezes Filho; Marcelo Amaral Moraes / VACANT; Marcus Vinicius Dias Severini / VACANT; Nomination of all the names that make up the list - Chapa 1 (List 1) 38 If one of the candidates that compose the Mgmt Take No Action chosen list fails to be part of the list, according to the separate election dealt with in arts. 161, Section 4, and 240 of Law No. 6,404 of 1976, can the votes corresponding to your shares continue to be granted to the chosen list? 39 Separate election of the fiscal council - Mgmt Take No Action Common shares: Nomination of candidates to the fiscal council by minority shareholders holding shares with voting rights (the shareholder must fill in this field if he left the general election field blank): Raphael Manhaes Martins / Gaspar Carreira Junior 40 Setting the compensation of management and Mgmt Take No Action members of the Fiscal Council for the year 2019: Management's Proposal: Set the annual overall compensation of management, members of the Advisory Committees and members of Vale's Fiscal Council for the fiscal year of 2019, in the amount of up to R$ 115,204,420.58, to be individualized by Vale's Board of Directors. ...(due to space limits, see proxy material for full proposal). * Management position unknown
SIGNATURES 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. (Registrant) Trust for Professional Managers By (Signature) /s/ John Buckel Name John Buckel Title President Date 08/06/2019