N-PX 1 BRD8W2_0001275214_2023.txt BRD8W2_0001275214_2023 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: 811-21484 NAME OF REGISTRANT: CALAMOS STRATEGIC TOTAL RETURN FUND ADDRESS OF PRINCIPAL EXECUTIVE OFFICES: 2020 Calamos Court Naperville , IL 60563-2787 NAME AND ADDRESS OF AGENT FOR SERVICE: John P Calamos, Sr., Founder, Chairman and Global Chief Investment Officer Calamos Advisors LLC 2020 Calamos Court Naperville , IL 60563-2787 REGISTRANT'S TELEPHONE NUMBER: (630) 245-7200 DATE OF FISCAL YEAR END: 10/31 DATE OF REPORTING PERIOD: 07/01/2022 - 06/30/2023 Calamos Strategic Total Return Fund -------------------------------------------------------------------------------------------------------------------------- ABBOTT LABORATORIES Agenda Number: 935777865 -------------------------------------------------------------------------------------------------------------------------- Security: 002824100 Meeting Type: Annual Meeting Date: 28-Apr-2023 Ticker: ABT ISIN: US0028241000 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: R. J. Alpern Mgmt For For 1b. Election of Director: C. Babineaux-Fontenot Mgmt For For 1c. Election of Director: S. E. Blount Mgmt For For 1d. Election of Director: R. B. Ford Mgmt For For 1e. Election of Director: P. Gonzalez Mgmt For For 1f. Election of Director: M. A. Kumbier Mgmt For For 1g. Election of Director: D. W. McDew Mgmt For For 1h. Election of Director: N. McKinstry Mgmt For For 1i. Election of Director: M. G. O'Grady Mgmt For For 1j. Election of Director: M. F. Roman Mgmt For For 1k. Election of Director: D. J. Starks Mgmt For For 1l. Election of Director: J. G. Stratton Mgmt For For 2. Ratification of Ernst & Young LLP As Mgmt For For Auditors 3. Say on Pay - An Advisory Vote on the Mgmt For For Approval of Executive Compensation 4. Say When on Pay - An Advisory Vote on the Mgmt 1 Year For Approval of the Frequency of Shareholder Votes on Executive Compensation 5. Shareholder Proposal - Special Shareholder Shr Against For Meeting Threshold 6. Shareholder Proposal - Independent Board Shr Against For Chairman 7. Shareholder Proposal - Lobbying Disclosure Shr Against For 8. Shareholder Proposal - Incentive Shr Against For Compensation -------------------------------------------------------------------------------------------------------------------------- ABBVIE INC. Agenda Number: 935786484 -------------------------------------------------------------------------------------------------------------------------- Security: 00287Y109 Meeting Type: Annual Meeting Date: 05-May-2023 Ticker: ABBV ISIN: US00287Y1091 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Class II Director: Robert J. Mgmt For For Alpern 1b. Election of Class II Director: Melody B. Mgmt For For Meyer 1c. Election of Class II Director: Frederick H. Mgmt For For Waddell 2. Ratification of Ernst & Young LLP as Mgmt For For AbbVie's independent registered public accounting firm for 2023. 3. Say on Pay - An advisory vote on the Mgmt For For approval of executive compensation. 4. Approval of a management proposal regarding Mgmt For For amendment of the certificate of incorporation to eliminate supermajority voting. 5. Stockholder Proposal - to Implement Simple Shr Against For Majority Vote. 6. Stockholder Proposal - to Issue an Annual Shr Against For Report on Political Spending. 7. Stockholder Proposal - to Issue an Annual Shr Against For Report on Lobbying. 8. Stockholder Proposal - to Issue a Report on Shr Against For Patent Process. -------------------------------------------------------------------------------------------------------------------------- ACCENTURE PLC Agenda Number: 935750174 -------------------------------------------------------------------------------------------------------------------------- Security: G1151C101 Meeting Type: Annual Meeting Date: 01-Feb-2023 Ticker: ACN ISIN: IE00B4BNMY34 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Appointment of Director: Jaime Ardila Mgmt For For 1b. Appointment of Director: Nancy McKinstry Mgmt For For 1c. Appointment of Director: Beth E. Mooney Mgmt For For 1d. Appointment of Director: Gilles C. Pelisson Mgmt For For 1e. Appointment of Director: Paula A. Price Mgmt For For 1f. Appointment of Director: Venkata (Murthy) Mgmt For For Renduchintala 1g. Appointment of Director: Arun Sarin Mgmt For For 1h. Appointment of Director: Julie Sweet Mgmt For For 1i. Appointment of Director: Tracey T. Travis Mgmt For For 2. To approve, in a non-binding vote, the Mgmt For For compensation of our named executive officers. 3. To approve, in a non-binding vote, the Mgmt 1 Year For frequency of future non-binding votes to approve the compensation of our named executive officers. 4. To ratify, in a non-binding vote, the Mgmt For For appointment of KPMG LLP ("KPMG") as independent auditor of Accenture and to authorize, in a binding vote, the Audit Committee of the Board of Directors to determine KPMG's remuneration. 5. To grant the Board of Directors the Mgmt For For authority to issue shares under Irish law. 6. To grant the Board of Directors the Mgmt For For authority to opt-out of pre-emption rights under Irish law. 7. To determine the price range at which Mgmt For For Accenture can re-allot shares that it acquires as treasury shares under Irish law. -------------------------------------------------------------------------------------------------------------------------- ADOBE INC. Agenda Number: 935770126 -------------------------------------------------------------------------------------------------------------------------- Security: 00724F101 Meeting Type: Annual Meeting Date: 20-Apr-2023 Ticker: ADBE ISIN: US00724F1012 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director to serve for a Mgmt For For one-year term: Amy Banse 1b. Election of Director to serve for a Mgmt For For one-year term: Brett Biggs 1c. Election of Director to serve for a Mgmt For For one-year term: Melanie Boulden 1d. Election of Director to serve for a Mgmt For For one-year term: Frank Calderoni 1e. Election of Director to serve for a Mgmt For For one-year term: Laura Desmond 1f. Election of Director to serve for a Mgmt For For one-year term: Shantanu Narayen 1g. Election of Director to serve for a Mgmt For For one-year term: Spencer Neumann 1h. Election of Director to serve for a Mgmt For For one-year term: Kathleen Oberg 1i. Election of Director to serve for a Mgmt For For one-year term: Dheeraj Pandey 1j. Election of Director to serve for a Mgmt For For one-year term: David Ricks 1k. Election of Director to serve for a Mgmt For For one-year term: Daniel Rosensweig 1l. Election of Director to serve for a Mgmt For For one-year term: John Warnock 2. Approve the 2019 Equity Incentive Plan, as Mgmt For For amended, to increase the available share reserve by 12,000,000 shares. 3. Ratify the appointment of KPMG LLP as our Mgmt For For independent registered public accounting firm for our fiscal year ending on December 1, 2023. 4. Approve, on an advisory basis, the Mgmt For For compensation of our named executive officers. 5. Approve, on an advisory basis, the Mgmt 1 Year For frequency of the advisory vote on executive compensation. 6. Stockholder Proposal - Report on Hiring of Shr Against For Persons with Arrest or Incarceration Records. -------------------------------------------------------------------------------------------------------------------------- AFFILIATED MANAGERS GROUP, INC. Agenda Number: 935824018 -------------------------------------------------------------------------------------------------------------------------- Security: 008252108 Meeting Type: Annual Meeting Date: 25-May-2023 Ticker: AMG ISIN: US0082521081 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director to serve until the Mgmt For For 2024 Annual Meeting of Stockholders: Karen L. Alvingham 1b. Election of Director to serve until the Mgmt For For 2024 Annual Meeting of Stockholders: Tracy A. Atkinson 1c. Election of Director to serve until the Mgmt For For 2024 Annual Meeting of Stockholders: Dwight D. Churchill 1d. Election of Director to serve until the Mgmt For For 2024 Annual Meeting of Stockholders: Jay C. Horgen 1e. Election of Director to serve until the Mgmt For For 2024 Annual Meeting of Stockholders: Reuben Jeffery III 1f. Election of Director to serve until the Mgmt For For 2024 Annual Meeting of Stockholders: Felix V. Matos Rodriguez 1g. Election of Director to serve until the Mgmt For For 2024 Annual Meeting of Stockholders: Tracy P. Palandjian 1h. Election of Director to serve until the Mgmt For For 2024 Annual Meeting of Stockholders: David C. Ryan 2. To approve, by a non-binding advisory vote, Mgmt For For the compensation of the Company's named executive officers. 3. To approve, by a non-binding advisory vote, Mgmt 1 Year For the frequency of future advisory votes regarding the compensation of the Company's named executive officers. 4. To ratify the selection of Mgmt For For PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the current fiscal year. -------------------------------------------------------------------------------------------------------------------------- ALCON INC. Agenda Number: 935839603 -------------------------------------------------------------------------------------------------------------------------- Security: H01301128 Meeting Type: Annual Meeting Date: 05-May-2023 Ticker: ALC ISIN: CH0432492467 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Approval of the operating and financial Mgmt For For review of Alcon Inc., the annual financial statements of Alcon Inc. and the consolidated financial statements for 2022 2. Discharge of the members of the Board of Mgmt For For Directors and the members of the Executive Committee 3. Appropriation of earnings and declaration Mgmt For For of dividend as per the balance sheet of Alcon Inc. of December 31, 2022 4a. Consultative vote on the 2022 Compensation Mgmt For For Report 4b. Binding vote on the maximum aggregate Mgmt For For amount of compensation of the Board of Directors for the next term of office, i.e. from the 2023 Annual General Meeting to the 2024 Annual General Meeting 4c. Binding vote on the maximum aggregate Mgmt For For amount of compensation of the Executive Committee for the following financial year, i.e. 2024 5a. Re-election of F. Michael Ball(as Member of Mgmt For For the Board of Directors and Chair) 5b. Re-election of Lynn D. Bleil (as Member of Mgmt For For the Board of Directors) 5c. Re-election of Raquel C. Bono (as Member of Mgmt For For the Board of Directors) 5d. Re-election of Arthur Cummings (as Member Mgmt For For of the Board of Directors) 5e. Re-election of David J. Endicott (as Member Mgmt For For of the Board of Directors) 5f. Re-election of Thomas Glanzmann (as Member Mgmt For For of the Board of Directors) 5g. Re-election of D. Keith Grossman (as Member Mgmt For For of the Board of Directors) 5h. Re-election of Scott Maw (as Member of the Mgmt For For Board of Directors) 5i. Re-election of Karen May (as Member of the Mgmt For For Board of Directors) 5j. Re-election of Ines Poschel (as Member of Mgmt For For the Board of Directors) 5k. Re-election of Dieter Spalti (as Member of Mgmt For For the Board of Directors) 6a. Re-elections of the members of the Mgmt For For Compensation Committee: Thomas Glanzmann 6b. Re-elections of the members of the Mgmt For For Compensation Committee: Scott Maw 6c. Re-elections of the members of the Mgmt For For Compensation Committee: Karen May 6d. Re-elections of the members of the Mgmt For For Compensation Committee: Ines Poschel 7. Re-election of the independent Mgmt For For representative 8. Re-election of the statutory auditors Mgmt For For 9a. Amendments to the Articles of Mgmt For For Incorporation: Deletion of current Article 4a and introduction of a capital range (new Article 4a) 9b. Amendments to the Articles of Mgmt For For Incorporation: Introduction of a conditional share capital (new Article 4b) 9c. Amendments to the Articles of Mgmt For For Incorporation: Share capital (Article 4 and new Article 4c) 9d. Amendments to the Articles of Mgmt For For Incorporation: Shareholders matters (Articles 9, 10 para. 2, 11 para. 1, 12, 17, 18 and 38) 9e. Amendments to the Articles of Mgmt For For Incorporation: Board of Directors and related topics (Articles 22 and 24 para. 1) 9f. Amendments to the Articles of Mgmt For For Incorporation: Compensation and related topics (Articles 29 para. 4, 30, 33 and 34 para. 3 and para. 4) 10. General instruction in case of new agenda Mgmt Against Against items or proposals during the Annual General Meeting (please check one box only) * If you vote FOR, you will be voting in accordance with the recommendation of the Board of Directors. ** If you vote AGAINST, you will be voting against the new agenda items or proposals. *** If you vote ABSTAIN, you will ABSTAIN from voting. -------------------------------------------------------------------------------------------------------------------------- ALPHABET INC. Agenda Number: 935830946 -------------------------------------------------------------------------------------------------------------------------- Security: 02079K305 Meeting Type: Annual Meeting Date: 02-Jun-2023 Ticker: GOOGL ISIN: US02079K3059 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Larry Page Mgmt For For 1b. Election of Director: Sergey Brin Mgmt For For 1c. Election of Director: Sundar Pichai Mgmt For For 1d. Election of Director: John L. Hennessy Mgmt For For 1e. Election of Director: Frances H. Arnold Mgmt For For 1f. Election of Director: R. Martin "Marty" Mgmt For For Chavez 1g. Election of Director: L. John Doerr Mgmt For For 1h. Election of Director: Roger W. Ferguson Jr. Mgmt For For 1i. Election of Director: Ann Mather Mgmt For For 1j. Election of Director: K. Ram Shriram Mgmt For For 1k. Election of Director: Robin L. Washington Mgmt For For 2. Ratification of the appointment of Ernst & Mgmt For For Young LLP as Alphabet's independent registered public accounting firm for the fiscal year ending December 31, 2023 3. Approval of amendment and restatement of Mgmt For For Alphabet's Amended and Restated 2021 Stock Plan to increase the share reserve by 170,000,000 (post stock split) shares of Class C capital stock 4. Advisory vote to approve compensation Mgmt For For awarded to named executive officers 5. Advisory vote on the frequency of advisory Mgmt 3 Years For votes to approve compensation awarded to named executive officers 6. Stockholder proposal regarding a lobbying Shr Against For report 7. Stockholder proposal regarding a congruency Shr Against For report 8. Stockholder proposal regarding a climate Shr Against For lobbying report 9. Stockholder proposal regarding a report on Shr Against For reproductive rights and data privacy 10. Stockholder proposal regarding a human Shr Against For rights assessment of data center siting 11. Stockholder proposal regarding a human Shr Against For rights assessment of targeted ad policies and practices 12. Stockholder proposal regarding algorithm Shr Against For disclosures 13. Stockholder proposal regarding a report on Shr Against For alignment of YouTube policies with legislation 14. Stockholder proposal regarding a content Shr Against For governance report 15. Stockholder proposal regarding a Shr Against For performance review of the Audit and Compliance Committee 16. Stockholder proposal regarding bylaws Shr Against For amendment 17. Stockholder proposal regarding "executives Shr Against For to retain significant stock" 18. Stockholder proposal regarding equal Shr Against For shareholder voting -------------------------------------------------------------------------------------------------------------------------- ALTICE USA, INC. Agenda Number: 935854770 -------------------------------------------------------------------------------------------------------------------------- Security: 02156K103 Meeting Type: Annual Meeting Date: 14-Jun-2023 Ticker: ATUS ISIN: US02156K1034 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Alexandre Fonseca Mgmt For For 1b. Election of Director: Patrick Drahi Mgmt For For 1c. Election of Director: David Drahi Mgmt For For 1d. Election of Director: Dexter Goei Mgmt For For 1e. Election of Director: Mark Mullen Mgmt For For 1f. Election of Director: Dennis Okhuijsen Mgmt For For 1g. Election of Director: Susan Schnabel Mgmt For For 1h. Election of Director: Charles Stewart Mgmt Against Against 1i. Election of Director: Raymond Svider Mgmt For For 2. To ratify the appointment of the Company's Mgmt For For Independent Registered Public Accounting Firm for 2023. -------------------------------------------------------------------------------------------------------------------------- ALTRIA GROUP, INC. Agenda Number: 935804965 -------------------------------------------------------------------------------------------------------------------------- Security: 02209S103 Meeting Type: Annual Meeting Date: 18-May-2023 Ticker: MO ISIN: US02209S1033 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Ian L.T. Clarke Mgmt For For 1b. Election of Director: Marjorie M. Connelly Mgmt For For 1c. Election of Director: R. Matt Davis Mgmt For For 1d. Election of Director: William F. Gifford, Mgmt For For Jr. 1e. Election of Director: Jacinto J. Hernandez Mgmt For For 1f. Election of Director: Debra J. Kelly-Ennis Mgmt For For 1g. Election of Director: Kathryn B. McQuade Mgmt For For 1h. Election of Director: George Munoz Mgmt For For 1i. Election of Director: Nabil Y. Sakkab Mgmt For For 1j. Election of Director: Virginia E. Shanks Mgmt For For 1k. Election of Director: Ellen R. Strahlman Mgmt For For 1l. Election of Director: M. Max Yzaguirre Mgmt For For 2. Ratification of the Selection of Mgmt For For Independent Registered Public Accounting Firm 3. Non-Binding Advisory Vote to Approve the Mgmt For For Compensation of Altria's Named Executive Officers 4. Non-Binding Advisory Vote on the Frequency Mgmt 1 Year For of Future Advisory Votes to Approve the Compensation of Altria's Named Executive Officers 5. Shareholder Proposal - Report on Congruence Shr Against For of Political and Lobbying Expenditures with Company Values and Policies 6. Shareholder Proposal - Commission a Civil Shr Against For Rights Equity Audit -------------------------------------------------------------------------------------------------------------------------- AMAZON.COM, INC. Agenda Number: 935825452 -------------------------------------------------------------------------------------------------------------------------- Security: 023135106 Meeting Type: Annual Meeting Date: 24-May-2023 Ticker: AMZN ISIN: US0231351067 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Jeffrey P. Bezos Mgmt For For 1b. Election of Director: Andrew R. Jassy Mgmt For For 1c. Election of Director: Keith B. Alexander Mgmt For For 1d. Election of Director: Edith W. Cooper Mgmt For For 1e. Election of Director: Jamie S. Gorelick Mgmt For For 1f. Election of Director: Daniel P. Mgmt For For Huttenlocher 1g. Election of Director: Judith A. McGrath Mgmt For For 1h. Election of Director: Indra K. Nooyi Mgmt For For 1i. Election of Director: Jonathan J. Mgmt For For Rubinstein 1j. Election of Director: Patricia Q. Mgmt For For Stonesifer 1k. Election of Director: Wendell P. Weeks Mgmt For For 2. RATIFICATION OF THE APPOINTMENT OF ERNST & Mgmt For For YOUNG LLP AS INDEPENDENT AUDITORS 3. ADVISORY VOTE TO APPROVE EXECUTIVE Mgmt For For COMPENSATION 4. ADVISORY VOTE ON THE FREQUENCY OF FUTURE Mgmt 1 Year For ADVISORY VOTES ON EXECUTIVE COMPENSATION 5. REAPPROVAL OF OUR 1997 STOCK INCENTIVE Mgmt For For PLAN, AS AMENDED AND RESTATED, FOR PURPOSES OF FRENCH TAX LAW 6. SHAREHOLDER PROPOSAL REQUESTING A REPORT ON Shr Against For RETIREMENT PLAN OPTIONS 7. SHAREHOLDER PROPOSAL REQUESTING A REPORT ON Shr Against For CUSTOMER DUE DILIGENCE 8. SHAREHOLDER PROPOSAL REQUESTING REPORTING Shr Against For ON CONTENT AND PRODUCT REMOVAL/RESTRICTIONS 9. SHAREHOLDER PROPOSAL REQUESTING A REPORT ON Shr Against For CONTENT REMOVAL REQUESTS 10. SHAREHOLDER PROPOSAL REQUESTING ADDITIONAL Shr Against For REPORTING ON STAKEHOLDER IMPACTS 11. SHAREHOLDER PROPOSAL REQUESTING ALTERNATIVE Shr Against For TAX REPORTING 12. SHAREHOLDER PROPOSAL REQUESTING ADDITIONAL Shr Against For REPORTING ON CLIMATE LOBBYING 13. SHAREHOLDER PROPOSAL REQUESTING ADDITIONAL Shr Against For REPORTING ON GENDER/RACIAL PAY 14. SHAREHOLDER PROPOSAL REQUESTING AN ANALYSIS Shr Against For OF COSTS ASSOCIATED WITH DIVERSITY, EQUITY, AND INCLUSION PROGRAMS 15. SHAREHOLDER PROPOSAL REQUESTING AN Shr Against For AMENDMENT TO OUR BYLAWS TO REQUIRE SHAREHOLDER APPROVAL FOR CERTAIN FUTURE AMENDMENTS 16. SHAREHOLDER PROPOSAL REQUESTING ADDITIONAL Shr Against For REPORTING ON FREEDOM OF ASSOCIATION 17. SHAREHOLDER PROPOSAL REQUESTING A NEW Shr Against For POLICY REGARDING OUR EXECUTIVE COMPENSATION PROCESS 18. SHAREHOLDER PROPOSAL REQUESTING ADDITIONAL Shr Against For REPORTING ON ANIMAL WELFARE STANDARDS 19. SHAREHOLDER PROPOSAL REQUESTING AN Shr Against For ADDITIONAL BOARD COMMITTEE 20. SHAREHOLDER PROPOSAL REQUESTING AN Shr Against For ALTERNATIVE DIRECTOR CANDIDATE POLICY 21. SHAREHOLDER PROPOSAL REQUESTING A REPORT ON Shr Against For WAREHOUSE WORKING CONDITIONS 22. SHAREHOLDER PROPOSAL REQUESTING A REPORT ON Shr Against For PACKAGING MATERIALS 23. SHAREHOLDER PROPOSAL REQUESTING A REPORT ON Shr Against For CUSTOMER USE OF CERTAIN TECHNOLOGIES -------------------------------------------------------------------------------------------------------------------------- AMERICAN EXPRESS COMPANY Agenda Number: 935784808 -------------------------------------------------------------------------------------------------------------------------- Security: 025816109 Meeting Type: Annual Meeting Date: 02-May-2023 Ticker: AXP ISIN: US0258161092 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director for a term of one Mgmt For For year: Thomas J. Baltimore 1b. Election of Director for a term of one Mgmt For For year: John J. Brennan 1c. Election of Director for a term of one Mgmt For For year: Peter Chernin 1d. Election of Director for a term of one Mgmt For For year: Walter J. Clayton III 1e. Election of Director for a term of one Mgmt For For year: Ralph de la Vega 1f. Election of Director for a term of one Mgmt For For year: Theodore J. Leonsis 1g. Election of Director for a term of one Mgmt For For year: Deborah P. Majoras 1h. Election of Director for a term of one Mgmt For For year: Karen L. Parkhill 1i. Election of Director for a term of one Mgmt For For year: Charles E. Phillips 1j. Election of Director for a term of one Mgmt For For year: Lynn A. Pike 1k. Election of Director for a term of one Mgmt For For year: Stephen J. Squeri 1l. Election of Director for a term of one Mgmt For For year: Daniel L. Vasella 1m. Election of Director for a term of one Mgmt For For year: Lisa W. Wardell 1n. Election of Director for a term of one Mgmt For For year: Christopher D. Young 2. Ratification of appointment of Mgmt For For PricewaterhouseCoopers LLP as independent registered public accounting firm for 2023. 3. Approval, on an advisory basis, of the Mgmt For For Company's executive compensation. 4. Advisory resolution to approve the Mgmt 1 Year For frequency of future advisory say-on-pay votes. 5. Shareholder proposal relating to Shr For Against shareholder ratification of excessive termination pay. 6. Shareholder proposal relating to abortion & Shr Against For consumer data privacy. -------------------------------------------------------------------------------------------------------------------------- AMERICAN INTERNATIONAL GROUP, INC. Agenda Number: 935793629 -------------------------------------------------------------------------------------------------------------------------- Security: 026874784 Meeting Type: Annual Meeting Date: 10-May-2023 Ticker: AIG ISIN: US0268747849 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: PAOLA BERGAMASCHI Mgmt For For 1b. Election of Director: JAMES COLE, JR. Mgmt For For 1c. Election of Director: W. DON CORNWELL Mgmt For For 1d. Election of Director: LINDA A. MILLS Mgmt For For 1e. Election of Director: DIANA M. MURPHY Mgmt For For 1f. Election of Director: PETER R. PORRINO Mgmt For For 1g. Election of Director: JOHN G. RICE Mgmt For For 1h. Election of Director: THERESE M. VAUGHAN Mgmt For For 1i. Election of Director: VANESSA A. WITTMAN Mgmt For For 1j. Election of Director: PETER ZAFFINO Mgmt For For 2. Advisory Vote to Approve Named Executive Mgmt For For Officer Compensation. 3. Ratify Appointment of Mgmt For For PricewaterhouseCoopers LLP to Serve as Independent Auditor for 2023. 4. Shareholder Proposal Requesting an Shr Against For Independent Board Chair Policy. -------------------------------------------------------------------------------------------------------------------------- AMERICAN TOWER CORPORATION Agenda Number: 935806008 -------------------------------------------------------------------------------------------------------------------------- Security: 03027X100 Meeting Type: Annual Meeting Date: 24-May-2023 Ticker: AMT ISIN: US03027X1000 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Thomas A. Bartlett Mgmt For For 1b. Election of Director: Kelly C. Chambliss Mgmt For For 1c. Election of Director: Teresa H. Clarke Mgmt For For 1d. Election of Director: Raymond P. Dolan Mgmt For For 1e. Election of Director: Kenneth R. Frank Mgmt For For 1f. Election of Director: Robert D. Hormats Mgmt For For 1g. Election of Director: Grace D. Lieblein Mgmt For For 1h. Election of Director: Craig Macnab Mgmt For For 1i. Election of Director: JoAnn A. Reed Mgmt For For 1j. Election of Director: Pamela D. A. Reeve Mgmt For For 1k. Election of Director: Bruce L. Tanner Mgmt For For 1l. Election of Director: Samme L. Thompson Mgmt For For 2. To ratify the selection of Deloitte & Mgmt For For Touche LLP as the Company's independent registered public accounting firm for 2023. 3. To approve, on an advisory basis, the Mgmt For For Company's executive compensation. 4. To vote, on an advisory basis, on the Mgmt 1 Year For frequency with which the Company will hold a stockholder advisory vote on executive compensation. -------------------------------------------------------------------------------------------------------------------------- APPLE INC. Agenda Number: 935757700 -------------------------------------------------------------------------------------------------------------------------- Security: 037833100 Meeting Type: Annual Meeting Date: 10-Mar-2023 Ticker: AAPL ISIN: US0378331005 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a Election of Director: James Bell Mgmt For For 1b Election of Director: Tim Cook Mgmt For For 1c Election of Director: Al Gore Mgmt For For 1d Election of Director: Alex Gorsky Mgmt For For 1e Election of Director: Andrea Jung Mgmt For For 1f Election of Director: Art Levinson Mgmt For For 1g Election of Director: Monica Lozano Mgmt For For 1h Election of Director: Ron Sugar Mgmt For For 1i Election of Director: Sue Wagner Mgmt For For 2. Ratification of the appointment of Ernst & Mgmt For For Young LLP as Apple's independent registered public accounting firm for fiscal 2023 3. Advisory vote to approve executive Mgmt For For compensation 4. Advisory vote on the frequency of advisory Mgmt 1 Year For votes on executive compensation 5. A shareholder proposal entitled "Civil Shr Against For Rights and Non-Discrimination Audit Proposal" 6. A shareholder proposal entitled "Communist Shr Against For China Audit" 7. A shareholder proposal on Board policy for Shr Against For communication with shareholder proponents 8. A shareholder proposal entitled "Racial and Shr Against For Gender Pay Gaps" 9. A shareholder proposal entitled Shr Against For "Shareholder Proxy Access Amendments" -------------------------------------------------------------------------------------------------------------------------- APPLIED MATERIALS, INC. Agenda Number: 935760858 -------------------------------------------------------------------------------------------------------------------------- Security: 038222105 Meeting Type: Annual Meeting Date: 09-Mar-2023 Ticker: AMAT ISIN: US0382221051 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Rani Borkar Mgmt For For 1b. Election of Director: Judy Bruner Mgmt For For 1c. Election of Director: Xun (Eric) Chen Mgmt For For 1d. Election of Director: Aart J. de Geus Mgmt For For 1e. Election of Director: Gary E. Dickerson Mgmt For For 1f. Election of Director: Thomas J. Iannotti Mgmt For For 1g. Election of Director: Alexander A. Karsner Mgmt For For 1h. Election of Director: Kevin P. March Mgmt For For 1i. Election of Director: Yvonne McGill Mgmt For For 1j. Election of Director: Scott A. McGregor Mgmt For For 2. Approval, on an advisory basis, of the Mgmt For For compensation of Applied Materials' named executive officers for fiscal year 2022. 3. Approval, on an advisory basis, of the Mgmt 1 Year For frequency of holding an advisory vote on executive compensation. 4. Ratification of the appointment of KPMG LLP Mgmt For For as Applied Materials' independent registered public accounting firm for fiscal year 2023. 5. Shareholder proposal to amend the Shr Against For appropriate company governing documents to give the owners of a combined 10% of our outstanding common stock the power to call a special shareholder meeting. 6. Shareholder proposal to improve the Shr Against For executive compensation program and policy to include the CEO pay ratio factor. -------------------------------------------------------------------------------------------------------------------------- ASSURANT, INC. Agenda Number: 935785165 -------------------------------------------------------------------------------------------------------------------------- Security: 04621X108 Meeting Type: Annual Meeting Date: 11-May-2023 Ticker: AIZ ISIN: US04621X1081 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Elaine D. Rosen Mgmt For For 1b. Election of Director: Paget L. Alves Mgmt For For 1c. Election of Director: Rajiv Basu Mgmt For For 1d. Election of Director: J. Braxton Carter Mgmt For For 1e. Election of Director: Juan N. Cento Mgmt For For 1f. Election of Director: Keith W. Demmings Mgmt For For 1g. Election of Director: Harriet Edelman Mgmt For For 1h. Election of Director: Sari Granat Mgmt For For 1i. Election of Director: Lawrence V. Jackson Mgmt For For 1j. Election of Director: Debra J. Perry Mgmt For For 1k. Election of Director: Ognjen (Ogi) Redzic Mgmt For For 1l. Election of Director: Paul J. Reilly Mgmt For For 1m. Election of Director: Robert W. Stein Mgmt For For 2. Ratification of the appointment of Mgmt For For PricewaterhouseCoopers LLP as Assurant's Independent Registered Public Accounting Firm for 2023. 3. Advisory approval of the 2022 compensation Mgmt For For of the Company's named executive officers. 4. Advisory approval of the frequency of Mgmt 1 Year For executive compensation votes. -------------------------------------------------------------------------------------------------------------------------- AT&T INC. Agenda Number: 935803937 -------------------------------------------------------------------------------------------------------------------------- Security: 00206R102 Meeting Type: Annual Meeting Date: 18-May-2023 Ticker: T ISIN: US00206R1023 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Scott T. Ford Mgmt For For 1b. Election of Director: Glenn H. Hutchins Mgmt For For 1c. Election of Director: William E. Kennard Mgmt For For 1d. Election of Director: Stephen J. Luczo Mgmt For For 1e. Election of Director: Michael B. Mgmt For For McCallister 1f. Election of Director: Beth E. Mooney Mgmt For For 1g. Election of Director: Matthew K. Rose Mgmt For For 1h. Election of Director: John T. Stankey Mgmt For For 1i. Election of Director: Cynthia B. Taylor Mgmt For For 1j. Election of Director: Luis A. Ubinas Mgmt For For 2. Ratification of the appointment of Mgmt For For independent auditors. 3. Advisory approval of executive Mgmt For For compensation. 4. Advisory approval of frequency of vote on Mgmt 1 Year For executive compensation. 5. Independent board chairman. Shr Against For 6. Racial equity audit. Shr Against For -------------------------------------------------------------------------------------------------------------------------- BANK OF AMERICA CORPORATION Agenda Number: 935779782 -------------------------------------------------------------------------------------------------------------------------- Security: 060505104 Meeting Type: Annual Meeting Date: 25-Apr-2023 Ticker: BAC ISIN: US0605051046 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Sharon L. Allen Mgmt For For 1b. Election of Director: Jose (Joe) E. Almeida Mgmt For For 1c. Election of Director: Frank P. Bramble, Sr. Mgmt For For 1d. Election of Director: Pierre J. P. de Weck Mgmt For For 1e. Election of Director: Arnold W. Donald Mgmt For For 1f. Election of Director: Linda P. Hudson Mgmt For For 1g. Election of Director: Monica C. Lozano Mgmt For For 1h. Election of Director: Brian T. Moynihan Mgmt For For 1i. Election of Director: Lionel L. Nowell III Mgmt For For 1j. Election of Director: Denise L. Ramos Mgmt For For 1k. Election of Director: Clayton S. Rose Mgmt For For 1l. Election of Director: Michael D. White Mgmt For For 1m. Election of Director: Thomas D. Woods Mgmt For For 1n. Election of Director: Maria T. Zuber Mgmt For For 2. Approving our executive compensation (an Mgmt For For advisory, non-binding "Say on Pay" resolution) 3. A vote on the frequency of future "Say on Mgmt 1 Year For Pay" resolutions (an advisory, non-binding "Say on Frequency" resolution) 4. Ratifying the appointment of our Mgmt For For independent registered public accounting firm for 2023 5. Amending and restating the Bank of America Mgmt For For Corporation Equity Plan 6. Shareholder proposal requesting an Shr Against For independent board chair 7. Shareholder proposal requesting shareholder Shr For Against ratification of termination pay 8. Shareholder proposal requesting greenhouse Shr Against For gas reduction targets 9. Shareholder proposal requesting report on Shr Against For transition planning 10. Shareholder proposal requesting adoption of Shr Against For policy to cease financing new fossil fuel supplies 11. Shareholder proposal requesting a racial Shr Against For equity audit -------------------------------------------------------------------------------------------------------------------------- BLACKROCK, INC. Agenda Number: 935821000 -------------------------------------------------------------------------------------------------------------------------- Security: 09247X101 Meeting Type: Annual Meeting Date: 24-May-2023 Ticker: BLK ISIN: US09247X1019 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Bader M. Alsaad Mgmt For For 1b. Election of Director: Pamela Daley Mgmt For For 1c. Election of Director: Laurence D. Fink Mgmt For For 1d. Election of Director: William E. Ford Mgmt For For 1e. Election of Director: Fabrizio Freda Mgmt For For 1f. Election of Director: Murry S. Gerber Mgmt For For 1g. Election of Director: Margaret "Peggy" L. Mgmt For For Johnson 1h. Election of Director: Robert S. Kapito Mgmt For For 1i. Election of Director: Cheryl D. Mills Mgmt For For 1j. Election of Director: Gordon M. Nixon Mgmt For For 1k. Election of Director: Kristin C. Peck Mgmt For For 1l. Election of Director: Charles H. Robbins Mgmt For For 1m. Election of Director: Marco Antonio Slim Mgmt For For Domit 1n. Election of Director: Hans E. Vestberg Mgmt For For 1o. Election of Director: Susan L. Wagner Mgmt For For 1p. Election of Director: Mark Wilson Mgmt For For 2. Approval, in a non-binding advisory vote, Mgmt For For of the compensation for named executive officers. 3. Approval, in a non-binding advisory vote, Mgmt 1 Year For of the frequency of future executive compensation advisory votes. 4. Ratification of the appointment of Deloitte Mgmt For For LLP as BlackRock's independent registered public accounting firm for the fiscal year 2023. 5. Shareholder Proposal - Civil rights, Shr Against For non-discrimination and returns to merit audit. 6. Shareholder Proposal - Production of a Shr Against For report on BlackRock's ability to "engineer decarbonization in the real economy". 7. Shareholder Proposal - Impact report for Shr Against For climate-related human risks of iShares U.S. Aerospace and Defense Exchange-Traded Fund. -------------------------------------------------------------------------------------------------------------------------- BOOKING HOLDINGS INC. Agenda Number: 935842244 -------------------------------------------------------------------------------------------------------------------------- Security: 09857L108 Meeting Type: Annual Meeting Date: 06-Jun-2023 Ticker: BKNG ISIN: US09857L1089 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Glenn D. Fogel Mgmt For For Mirian M. Graddick-Weir Mgmt For For Wei Hopeman Mgmt For For Robert J. Mylod, Jr. Mgmt For For Charles H. Noski Mgmt For For Larry Quinlan Mgmt For For Nicholas J. Read Mgmt For For Thomas E. Rothman Mgmt For For Sumit Singh Mgmt For For Lynn V. Radakovich Mgmt For For Vanessa A. Wittman Mgmt For For 2. Advisory vote to approve 2022 executive Mgmt For For compensation. 3. Ratification of Deloitte & Touche LLP as Mgmt For For our independent registered public accounting firm for the fiscal year ending December 31, 2023. 4. Advisory vote on the frequency of future Mgmt 1 Year For non-binding advisory votes on the compensation paid by the Company to its named executive officers. 5. Stockholder proposal requesting a Shr For Against non-binding stockholder vote to ratify termination pay of executives. -------------------------------------------------------------------------------------------------------------------------- BP P.L.C. Agenda Number: 935787664 -------------------------------------------------------------------------------------------------------------------------- Security: 055622104 Meeting Type: Annual Meeting Date: 27-Apr-2023 Ticker: BP ISIN: US0556221044 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management O1 To receive the Annual Report and Accounts Mgmt For For for the year ended 31 December 2022 O2 To approve the directors' remuneration Mgmt For For report O3 To approve the directors' remuneration Mgmt For For policy O4 To re-elect H Lund as a director Mgmt For For O5 To re-elect B Looney as a director Mgmt For For O6 To re-elect M Auchincloss as a director Mgmt For For O7 To re-elect P R Reynolds as a director Mgmt For For O8 To re-elect M B Meyer as a director Mgmt For For O9 To re-elect T Morzaria as a director Mgmt For For O10 To re-elect J Sawers as a director Mgmt For For O11 To re-elect P Daley as a director Mgmt For For O12 To re-elect K Richardson as a director Mgmt For For O13 To re-elect J Teyssen as a director Mgmt For For O14 To elect A Blanc as a director Mgmt For For O15 To elect S Pai as a director Mgmt For For O16 To elect H Nagarajan as a director Mgmt For For O17 To reappoint Deloitte LLP as auditor Mgmt For For O18 To authorize the audit committee to fix the Mgmt For For auditor's remuneration O19 To authorize the company to make political Mgmt For For donations and political expenditure O20 To authorize the directors to allot shares Mgmt For For S21 To authorize the disapplication of Mgmt For For pre-emption rights S22 To authorize the additional disapplication Mgmt For For of pre-emption rights S23 To give limited authority for the purchase Mgmt For For of its own shares by the company S24 To authorize the calling of general Mgmt For For meetings of the company (not being an annual general meeting) by notice of at least 14 clear days S25 Follow This shareholder resolution on Shr Against For climate change targets -------------------------------------------------------------------------------------------------------------------------- BRISTOL-MYERS SQUIBB COMPANY Agenda Number: 935788286 -------------------------------------------------------------------------------------------------------------------------- Security: 110122108 Meeting Type: Annual Meeting Date: 02-May-2023 Ticker: BMY ISIN: US1101221083 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1A. Election of Director: Peter J. Arduini Mgmt For For 1B. Election of Director: Deepak L. Bhatt, Mgmt For For M.D., M.P.H. 1C. Election of Director: Giovanni Caforio, Mgmt For For M.D. 1D. Election of Director: Julia A. Haller, M.D. Mgmt For For 1E. Election of Director: Manuel Hidalgo Mgmt For For Medina, M.D., Ph.D. 1F. Election of Director: Paula A. Price Mgmt For For 1G. Election of Director: Derica W. Rice Mgmt For For 1H. Election of Director: Theodore R. Samuels Mgmt For For 1I. Election of Director: Gerald L. Storch Mgmt For For 1J. Election of Director: Karen H. Vousden, Mgmt For For Ph.D. 1K. Election of Director: Phyllis R. Yale Mgmt For For 2. Advisory Vote to Approve the Compensation Mgmt For For of our Named Executive Officers. 3. Advisory Vote on the Frequency of the Mgmt 1 Year For Advisory Vote on the Compensation of our Named Executive Officers. 4. Ratification of the Appointment of an Mgmt For For Independent Registered Public Accounting Firm. 5. Shareholder Proposal on the Adoption of a Shr Against For Board Policy that the Chairperson of the Board be an Independent Director. 6. Shareholder Proposal on Workplace Shr Against For Non-Discrimination Audit. 7. Shareholder Proposal on Special Shareholder Shr Against For Meeting Improvement. -------------------------------------------------------------------------------------------------------------------------- BROADCOM INC Agenda Number: 935766189 -------------------------------------------------------------------------------------------------------------------------- Security: 11135F101 Meeting Type: Annual Meeting Date: 03-Apr-2023 Ticker: AVGO ISIN: US11135F1012 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Diane M. Bryant Mgmt For For 1b. Election of Director: Gayla J. Delly Mgmt For For 1c. Election of Director: Raul J. Fernandez Mgmt For For 1d. Election of Director: Eddy W. Hartenstein Mgmt For For 1e. Election of Director: Check Kian Low Mgmt For For 1f. Election of Director: Justine F. Page Mgmt For For 1g. Election of Director: Henry Samueli Mgmt For For 1h. Election of Director: Hock E. Tan Mgmt For For 1i. Election of Director: Harry L. You Mgmt For For 2. Ratification of the appointment of Mgmt For For Pricewaterhouse Coopers LLP as the independent registered public accounting firm of Broadcom for the fiscal year ending October 29, 2023. 3. Approve an amendment and restatement of the Mgmt For For 2012 Stock Incentive Plan. 4. Advisory vote to approve the named Mgmt For For executive officer compensation. 5. Advisory vote on the frequency of the Mgmt 1 Year For advisory vote on named executive officer compensation. -------------------------------------------------------------------------------------------------------------------------- CARNIVAL CORPORATION Agenda Number: 935770671 -------------------------------------------------------------------------------------------------------------------------- Security: 143658300 Meeting Type: Annual Meeting Date: 21-Apr-2023 Ticker: CCL ISIN: PA1436583006 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. To re-elect Micky Arison as a Director of Mgmt For For Carnival Corporation and as a Director of Carnival plc. 2. To re-elect Sir Jonathon Band as a Director Mgmt For For of Carnival Corporation and as a Director of Carnival plc. 3. To re-elect Jason Glen Cahilly as a Mgmt For For Director of Carnival Corporation and as a Director of Carnival plc. 4. To re-elect Helen Deeble as a Director of Mgmt For For Carnival Corporation and as a Director of Carnival plc. 5. To re-elect Jeffrey J. Gearhart as a Mgmt For For Director of Carnival Corporation and as a Director of Carnival plc. 6. To re-elect Katie Lahey as a Director of Mgmt For For Carnival Corporation and as a Director of Carnival plc. 7. To elect Sara Mathew as a Director of Mgmt For For Carnival Corporation and as a Director of Carnival plc. 8. To re-elect Stuart Subotnick as a Director Mgmt For For of Carnival Corporation and as a Director of Carnival plc. 9. To re-elect Laura Weil as a Director of Mgmt For For Carnival Corporation and as a Director of Carnival plc. 10. To elect Josh Weinstein as a Director of Mgmt For For Carnival Corporation and as a Director of Carnival plc. 11. To re-elect Randall Weisenburger as a Mgmt For For Director of Carnival Corporation and as a Director of Carnival plc. 12. To hold a (non-binding) advisory vote to Mgmt For For approve executive compensation. 13. To hold a (non-binding) advisory vote on Mgmt 1 Year For how frequently shareholders should vote to approve compensation of the Named Executive Officers. 14. To hold a (non-binding) advisory vote to Mgmt For For approve the Carnival plc Directors' Remuneration Report (other than the Carnival plc Directors' Remuneration Policy) (in accordance with UK requirements). 15. To approve the Carnival plc Directors' Mgmt For For Remuneration Policy set out in Section B of Part II of the Carnival plc Directors' Remuneration Report (in accordance with UK requirements). 16. To re-appoint the UK firm of Mgmt For For PricewaterhouseCoopers LLP as independent auditors of Carnival plc and to ratify the selection of the U.S. firm of PricewaterhouseCoopers LLP as the independent registered public accounting firm of Carnival Corporation. 17. To authorize the Audit Committee of Mgmt For For Carnival plc to determine the remuneration of the independent auditors of Carnival plc (in accordance with UK requirements). 18. To receive the accounts and reports of the Mgmt For For Directors and auditors of Carnival plc for the year ended November 30, 2022 (in accordance with UK requirements). 19. To approve the giving of authority for the Mgmt For For allotment of new shares by Carnival plc (in accordance with UK practice). 20. To approve the disapplication of Mgmt For For pre-emption rights in relation to the allotment of new shares and sale of treasury shares by Carnival plc (in accordance with UK practice). 21. To approve a general authority for Carnival Mgmt For For plc to buy back Carnival plc ordinary shares in the open market (in accordance with UK requirements). 22. To approve the Amendment of the Carnival Mgmt For For Corporation 2020 Stock Plan. -------------------------------------------------------------------------------------------------------------------------- CHESAPEAKE ENERGY CORPORATION Agenda Number: 935839792 -------------------------------------------------------------------------------------------------------------------------- Security: 165167735 Meeting Type: Annual Meeting Date: 08-Jun-2023 Ticker: CHK ISIN: US1651677353 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Domenic J. Dell'Osso, Mgmt For For Jr. 1b. Election of Director: Timothy S. Duncan Mgmt For For 1c. Election of Director: Benjamin C. Duster, Mgmt For For IV 1d. Election of Director: Sarah A. Emerson Mgmt For For 1e. Election of Director: Matthew M. Gallagher Mgmt For For 1f. Election of Director: Brian Steck Mgmt For For 1g. Election of Director: Michael Wichterich Mgmt For For 2. To approve on an advisory basis our named Mgmt For For executive officer compensation. 3. To approve on an advisory basis the Mgmt 1 Year For frequency of shareholder votes on named executive officer compensation. 4. To ratify the appointment of Mgmt For For PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023. -------------------------------------------------------------------------------------------------------------------------- CHEVRON CORPORATION Agenda Number: 935829284 -------------------------------------------------------------------------------------------------------------------------- Security: 166764100 Meeting Type: Annual Meeting Date: 31-May-2023 Ticker: CVX ISIN: US1667641005 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Wanda M. Austin Mgmt For For 1b. Election of Director: John B. Frank Mgmt For For 1c. Election of Director: Alice P. Gast Mgmt For For 1d. Election of Director: Enrique Hernandez, Mgmt For For Jr. 1e. Election of Director: Marillyn A. Hewson Mgmt For For 1f. Election of Director: Jon M. Huntsman Jr. Mgmt For For 1g. Election of Director: Charles W. Moorman Mgmt For For 1h. Election of Director: Dambisa F. Moyo Mgmt For For 1i. Election of Director: Debra Reed-Klages Mgmt For For 1j. Election of Director: D. James Umpleby III Mgmt For For 1k. Election of Director: Cynthia J. Warner Mgmt For For 1l. Election of Director: Michael K. Wirth Mgmt For For 2. Ratification of Appointment of Mgmt For For PricewaterhouseCoopers LLP as the Independent Registered Public Accounting Firm 3. Advisory Vote to Approve Named Executive Mgmt For For Officer Compensation 4. Advisory Vote on the Frequency of Future Mgmt 1 Year For Advisory Votes on Named Executive Officer Compensation 5. Rescind the 2021 "Reduce Scope 3 Emissions" Shr Against For Stockholder Proposal 6. Set a Medium-Term Scope 3 GHG Emissions Shr Against For Reduction Target 7. Recalculate Emissions Baseline to Exclude Shr Against For Emissions from Material Divestitures 8. Establish Board Committee on Shr Against For Decarbonization Risk 9. Report on Worker and Community Impact from Shr Against For Facility Closures and Energy Transitions 10. Report on Racial Equity Audit Shr Against For 11. Report on Tax Practices Shr Against For 12. Independent Chair Shr Against For -------------------------------------------------------------------------------------------------------------------------- CHUBB LIMITED Agenda Number: 935813027 -------------------------------------------------------------------------------------------------------------------------- Security: H1467J104 Meeting Type: Annual Meeting Date: 17-May-2023 Ticker: CB ISIN: CH0044328745 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 Approval of the management report, Mgmt For For standalone financial statements and consolidated financial statements of Chubb Limited for the year ended December 31, 2022 2a Allocation of disposable profit Mgmt For For 2b Distribution of a dividend out of legal Mgmt For For reserves (by way of release and allocation to a dividend reserve) 3 Discharge of the Board of Directors Mgmt For For 4a Election of PricewaterhouseCoopers AG Mgmt For For (Zurich) as our statutory auditor 4b Ratification of appointment of Mgmt For For PricewaterhouseCoopers LLP (United States) as independent registered public accounting firm for purposes of U.S. securities law reporting 4c Election of BDO AG (Zurich) as special Mgmt For For audit firm 5a Election of Director: Evan G. Greenberg Mgmt For For 5b Election of Director: Michael P. Connors Mgmt For For 5c Election of Director: Michael G. Atieh Mgmt For For 5d Election of Director: Kathy Bonanno Mgmt For For 5e Election of Director: Nancy K. Buese Mgmt For For 5f Election of Director: Sheila P. Burke Mgmt For For 5g Election of Director: Michael L. Corbat Mgmt For For 5h Election of Director: Robert J. Hugin Mgmt For For 5i Election of Director: Robert W. Scully Mgmt For For 5j Election of Director: Theodore E. Shasta Mgmt For For 5k Election of Director: David H. Sidwell Mgmt For For 5l Election of Director: Olivier Steimer Mgmt For For 5m Election of Director: Frances F. Townsend Mgmt For For 6 Election of Evan G. Greenberg as Chairman Mgmt For For of the Board of Directors 7a Election of the Compensation Committee of Mgmt For For the Board of Directors: Michael P. Connors 7b Election of the Compensation Committee of Mgmt For For the Board of Directors: David H. Sidwell 7c Election of the Compensation Committee of Mgmt For For the Board of Directors: Frances F. Townsend 8 Election of Homburger AG as independent Mgmt For For proxy 9a Amendments to the Articles of Association: Mgmt For For Amendments relating to Swiss corporate law updates 9b Amendments to the Articles of Association: Mgmt For For Amendment to advance notice period 10a Reduction of share capital: Cancellation of Mgmt For For repurchased shares 10b Reduction of share capital: Par value Mgmt For For reduction 11a Approval of the compensation of the Board Mgmt For For of Directors and Executive Management under Swiss law requirements: Maximum compensation of the Board of Directors until the next annual general meeting 11b Approval of the compensation of the Board Mgmt For For of Directors and Executive Management under Swiss law requirements: Maximum compensation of Executive Management for the 2024 calendar year 11c Approval of the compensation of the Board Mgmt For For of Directors and Executive Management under Swiss law requirements: Advisory vote to approve the Swiss compensation report 12 Advisory vote to approve executive Mgmt For For compensation under U.S. securities law requirements 13 Advisory vote on the frequency of the U.S. Mgmt 1 Year For securities law advisory vote on executive compensation 14 Shareholder proposal on greenhouse gas Shr Against For emissions targets, if properly presented 15 Shareholder proposal on human rights and Shr Against For underwriting, if properly presented. A If a new agenda item or a new proposal for Mgmt For For an existing agenda item is put before the meeting, I/we hereby authorize and instruct the independent proxy to vote as follows. -------------------------------------------------------------------------------------------------------------------------- CISCO SYSTEMS, INC. Agenda Number: 935723216 -------------------------------------------------------------------------------------------------------------------------- Security: 17275R102 Meeting Type: Annual Meeting Date: 08-Dec-2022 Ticker: CSCO ISIN: US17275R1023 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: M. Michele Burns Mgmt For For 1b. Election of Director: Wesley G. Bush Mgmt For For 1c. Election of Director: Michael D. Capellas Mgmt For For 1d. Election of Director: Mark Garrett Mgmt For For 1e. Election of Director: John D. Harris II Mgmt For For 1f. Election of Director: Dr. Kristina M. Mgmt For For Johnson 1g. Election of Director: Roderick C. Mcgeary Mgmt For For 1h. Election of Director: Sarah Rae Murphy Mgmt For For 1i. Election of Director: Charles H. Robbins Mgmt For For 1j. Election of Director: Brenton L. Saunders Mgmt For For 1k. Election of Director: Dr. Lisa T. Su Mgmt For For 1l. Election of Director: Marianna Tessel Mgmt For For 2. Approval, on an advisory basis, of Mgmt For For executive compensation. 3. Ratification of PricewaterhouseCoopers LLP Mgmt For For as Cisco's independent registered public accounting firm for fiscal 2023. 4. Stockholder Proposal - Approval to have Shr Against For Cisco's Board issue a tax transparency report in consideration of the Global Reporting Initiative's Tax Standard. -------------------------------------------------------------------------------------------------------------------------- CITIGROUP INC. Agenda Number: 935781030 -------------------------------------------------------------------------------------------------------------------------- Security: 172967424 Meeting Type: Annual Meeting Date: 25-Apr-2023 Ticker: C ISIN: US1729674242 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Ellen M. Costello Mgmt For For 1b. Election of Director: Grace E. Dailey Mgmt For For 1c. Election of Director: Barbara J. Desoer Mgmt For For 1d. Election of Director: John C. Dugan Mgmt For For 1e. Election of Director: Jane N. Fraser Mgmt For For 1f. Election of Director: Duncan P. Hennes Mgmt For For 1g. Election of Director: Peter B. Henry Mgmt For For 1h. Election of Director: S. Leslie Ireland Mgmt For For 1i. Election of Director: Renee J. James Mgmt For For 1j. Election of Director: Gary M. Reiner Mgmt For For 1k. Election of Director: Diana L. Taylor Mgmt For For 1l. Election of Director: James S. Turley Mgmt For For 1m. Election of Director: Casper W. von Koskull Mgmt For For 2. Proposal to ratify the selection of KPMG Mgmt For For LLP as Citi's independent registered public accountants for 2023. 3. Advisory vote to Approve our 2022 Executive Mgmt For For Compensation. 4. Approval of additional shares for the Mgmt For For Citigroup 2019 Stock Incentive Plan. 5. Advisory vote to Approve the Frequency of Mgmt 1 Year For Future Advisory Votes on Executive Compensation. 6. Stockholder proposal requesting that Shr For Against shareholders ratify the termination pay of any senior manager. 7. Stockholder proposal requesting an Shr Against For Independent Board Chairman. 8. Stockholder proposal requesting a report on Shr Against For the effectiveness of Citi's policies and practices in respecting Indigenous Peoples' rights in Citi's existing and proposed financing. 9. Stockholder proposal requesting that the Shr Against For Board adopt a policy to phase out new fossil fuel financing. -------------------------------------------------------------------------------------------------------------------------- COMCAST CORPORATION Agenda Number: 935845492 -------------------------------------------------------------------------------------------------------------------------- Security: 20030N101 Meeting Type: Annual Meeting Date: 07-Jun-2023 Ticker: CMCSA ISIN: US20030N1019 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Kenneth J. Bacon Mgmt For For Thomas J. Baltimore Jr. Mgmt For For Madeline S. Bell Mgmt For For Edward D. Breen Mgmt For For Gerald L. Hassell Mgmt For For Jeffrey A. Honickman Mgmt For For Maritza G. Montiel Mgmt For For Asuka Nakahara Mgmt For For David C. Novak Mgmt For For Brian L. Roberts Mgmt For For 2. Ratification of the appointment of our Mgmt For For independent auditors. 3. Approval of Comcast Corporation 2023 Mgmt For For Omnibus Equity Incentive Plan. 4. Approval of Amended and Restated Comcast Mgmt For For Corporation 2002 Employee Stock Purchase Plan. 5. Advisory vote on executive compensation. Mgmt For For 6. Advisory vote on the frequency of the vote Mgmt 1 Year For on executive compensation. 7. To perform independent racial equity audit. Shr Against For 8. To report on climate risk in default Shr Against For retirement plan options. 9. To set different greenhouse gas emissions Shr Against For reduction targets. 10. To report on political contributions and Shr Against For company values alignment. 11. To report on business in China. Shr Against For -------------------------------------------------------------------------------------------------------------------------- CONOCOPHILLIPS Agenda Number: 935796194 -------------------------------------------------------------------------------------------------------------------------- Security: 20825C104 Meeting Type: Annual Meeting Date: 16-May-2023 Ticker: COP ISIN: US20825C1045 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Dennis V. Arriola Mgmt For For 1b. Election of Director: Jody Freeman Mgmt For For 1c. Election of Director: Gay Huey Evans Mgmt For For 1d. Election of Director: Jeffrey A. Joerres Mgmt For For 1e. Election of Director: Ryan M. Lance Mgmt For For 1f. Election of Director: Timothy A. Leach Mgmt For For 1g. Election of Director: William H. McRaven Mgmt For For 1h. Election of Director: Sharmila Mulligan Mgmt For For 1i. Election of Director: Eric D. Mullins Mgmt For For 1j. Election of Director: Arjun N. Murti Mgmt For For 1k. Election of Director: Robert A. Niblock Mgmt For For 1l. Election of Director: David T. Seaton Mgmt For For 1m. Election of Director: R.A. Walker Mgmt For For 2. Proposal to ratify appointment of Ernst & Mgmt For For Young LLP as ConocoPhillips' independent registered public accounting firm for 2023. 3. Advisory Approval of Executive Mgmt For For Compensation. 4. Advisory Vote on Frequency of Advisory Vote Mgmt 1 Year on Executive Compensation. 5. Adoption of Amended and Restated Mgmt For For Certificate of Incorporation on Right to Call Special Meeting. 6. Approval of 2023 Omnibus Stock and Mgmt For For Performance Incentive Plan of ConocoPhillips. 7. Independent Board Chairman. Shr Against For 8. Share Retention Until Retirement. Shr Against For 9. Report on Tax Payments. Shr Against For 10. Report on Lobbying Activities. Shr Against For -------------------------------------------------------------------------------------------------------------------------- COSTCO WHOLESALE CORPORATION Agenda Number: 935745933 -------------------------------------------------------------------------------------------------------------------------- Security: 22160K105 Meeting Type: Annual Meeting Date: 19-Jan-2023 Ticker: COST ISIN: US22160K1051 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Susan L. Decker Mgmt For For 1b. Election of Director: Kenneth D. Denman Mgmt For For 1c. Election of Director: Richard A. Galanti Mgmt For For 1d. Election of Director: Hamilton E. James Mgmt For For 1e. Election of Director: W. Craig Jelinek Mgmt For For 1f. Election of Director: Sally Jewell Mgmt For For 1g. Election of Director: Charles T. Munger Mgmt For For 1h. Election of Director: Jeffrey S. Raikes Mgmt For For 1i. Election of Director: John W. Stanton Mgmt For For 1j. Election of Director: Ron M. Vachris Mgmt For For 1k. Election of Director: Maggie 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, on an advisory basis, of Mgmt 1 Year For frequency of future advisory votes on executive compensation. 5. Shareholder proposal regarding report on Shr Against For risks of state policies restricting reproductive rights. -------------------------------------------------------------------------------------------------------------------------- CSX CORPORATION Agenda Number: 935786422 -------------------------------------------------------------------------------------------------------------------------- Security: 126408103 Meeting Type: Annual Meeting Date: 10-May-2023 Ticker: CSX ISIN: US1264081035 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Donna M. Alvarado Mgmt For For 1b. Election of Director: Thomas P. Bostick Mgmt For For 1c. Election of Director: Steven T. Halverson Mgmt For For 1d. Election of Director: Paul C. Hilal Mgmt For For 1e. Election of Director: Joseph R. Hinrichs Mgmt For For 1f. Election of Director: David M. Moffett Mgmt For For 1g. Election of Director: Linda H. Riefler Mgmt For For 1h. Election of Director: Suzanne M. Vautrinot Mgmt For For 1i. Election of Director: James L. Wainscott Mgmt For For 1j. Election of Director: J. Steven Whisler Mgmt For For 1k. Election of Director: John J. Zillmer Mgmt For For 2. The ratification of the appointment of Mgmt For For Ernst & Young LLP as the Independent Registered Public Accounting Firm for 2023. 3. Advisory (non-binding) resolution to Mgmt For For approve compensation for the Company's named executive officers. 4. Advisory (non-binding) resolution to Mgmt 1 Year For approve the frequency of future advisory votes on executive compensation. -------------------------------------------------------------------------------------------------------------------------- CUMULUS MEDIA INC. Agenda Number: 935799924 -------------------------------------------------------------------------------------------------------------------------- Security: 231082801 Meeting Type: Annual Meeting Date: 26-Apr-2023 Ticker: CMLS ISIN: US2310828015 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Mary G. Berner Mgmt For For Matthew C. Blank Mgmt For For Thomas H. Castro Mgmt For For Deborah A. Farrington Mgmt For For Joan Hogan Gillman Mgmt For For Andrew W. Hobson Mgmt For For Brian G. Kushner Mgmt For For 2. Proposal to approve, on an advisory basis, Mgmt For For the compensation paid to the Company's named executive officers. 3. Proposal to approve, on an advisory basis, Mgmt 1 Year For the frequency of future advisory shareholder votes on the compensation paid to the Company's named executive officers. 4. Proposal to approve an amendment and Mgmt For For restatement of the Cumulus Media Inc. 2020 Equity and Incentive Compensation Plan. 5. Proposal to ratify the appointment of Mgmt For For PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2023. -------------------------------------------------------------------------------------------------------------------------- CVS HEALTH CORPORATION Agenda Number: 935806375 -------------------------------------------------------------------------------------------------------------------------- Security: 126650100 Meeting Type: Annual Meeting Date: 18-May-2023 Ticker: CVS ISIN: US1266501006 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Fernando Aguirre Mgmt For For 1b. Election of Director: Jeffrey R. Balser, Mgmt For For M.D., Ph.D. 1c. Election of Director: C. David Brown II Mgmt For For 1d. Election of Director: Alecia A. DeCoudreaux Mgmt For For 1e. Election of Director: Nancy-Ann M. DeParle Mgmt For For 1f. Election of Director: Roger N. Farah Mgmt For For 1g. Election of Director: Anne M. Finucane Mgmt For For 1h. Election of Director: Edward J. Ludwig Mgmt For For 1i. Election of Director: Karen S. Lynch Mgmt For For 1j. Election of Director: Jean-Pierre Millon Mgmt For For 1k. Election of Director: Mary L. Schapiro Mgmt For For 2. Ratification of the Appointment of Our Mgmt For For Independent Registered Public Accounting Firm for 2023 3. Say on Pay, a Proposal to Approve, on an Mgmt For For Advisory Basis, the Company's Executive Compensation 4. Proposal to Recommend, on an Advisory Mgmt 1 Year For Basis, the Frequency of Advisory Votes on Executive Compensation Votes 5. Stockholder Proposal Requesting Paid Sick Shr Against For Leave for All Employees 6. Stockholder Proposal for Reducing our Shr Against For Ownership Threshold to Request a Special Stockholder Meeting 7. Stockholder Proposal Regarding "Fair Shr Against For Elections" and Requiring Stockholder Approval of Certain Types of By-law Amendments 8. Stockholder Proposal Requesting a Report on Shr Against For a "Worker Rights Assessment" 9. Stockholder Proposal to Prevent Company Shr Against For Directors from Simultaneously Sitting on the Boards of Directors of Any Other Company -------------------------------------------------------------------------------------------------------------------------- DANAHER CORPORATION Agenda Number: 935795510 -------------------------------------------------------------------------------------------------------------------------- Security: 235851102 Meeting Type: Annual Meeting Date: 09-May-2023 Ticker: DHR ISIN: US2358511028 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director to hold office until Mgmt For For the 2024 Annual Meeting of Shareholders: Rainer M. Blair 1b. Election of Director to hold office until Mgmt For For the 2024 Annual Meeting of Shareholders: Feroz Dewan 1c. Election of Director to hold office until Mgmt For For the 2024 Annual Meeting of Shareholders: Linda Filler 1d. Election of Director to hold office until Mgmt For For the 2024 Annual Meeting of Shareholders: Teri List 1e. Election of Director to hold office until Mgmt For For the 2024 Annual Meeting of Shareholders: Walter G. Lohr, Jr. 1f. Election of Director to hold office until Mgmt For For the 2024 Annual Meeting of Shareholders: Jessica L. Mega, MD, MPH 1g. Election of Director to hold office until Mgmt For For the 2024 Annual Meeting of Shareholders: Mitchell P. Rales 1h. Election of Director to hold office until Mgmt For For the 2024 Annual Meeting of Shareholders: Steven M. Rales 1i. Election of Director to hold office until Mgmt For For the 2024 Annual Meeting of Shareholders: Pardis C. Sabeti, MD, D. PHIL 1j. Election of Director to hold office until Mgmt For For the 2024 Annual Meeting of Shareholders: A. Shane Sanders 1k. Election of Director to hold office until Mgmt For For the 2024 Annual Meeting of Shareholders: John T. Schwieters 1l. Election of Director to hold office until Mgmt For For the 2024 Annual Meeting of Shareholders: Alan G. Spoon 1m. Election of Director to hold office until Mgmt For For the 2024 Annual Meeting of Shareholders: Raymond C. Stevens, Ph.D 1n. Election of Director to hold office until Mgmt For For the 2024 Annual Meeting of Shareholders: Elias A. Zerhouni, MD 2. To ratify the selection of Ernst & Young Mgmt For For LLP as Danaher's independent registered public accounting firm for the year ending December 31, 2023. 3. To approve on an advisory basis the Mgmt For For Company's named executive officer compensation. 4. To hold an advisory vote relating to the Mgmt 1 Year For frequency of future shareholder advisory votes on the Company's executive officer compensation. 5. To act upon a shareholder proposal Shr Against For requesting adoption of a policy separating the chair and CEO roles and requiring an independent Board Chair whenever possible. 6. To act upon a shareholder proposal Shr Against For requesting a report to shareholders on the effectiveness of the Company's diversity, equity and inclusion efforts. -------------------------------------------------------------------------------------------------------------------------- DTE ENERGY COMPANY Agenda Number: 935784846 -------------------------------------------------------------------------------------------------------------------------- Security: 233331107 Meeting Type: Annual Meeting Date: 04-May-2023 Ticker: DTE ISIN: US2333311072 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR David A. Brandon Mgmt For For Charles G. McClure, Jr. Mgmt For For Gail J. McGovern Mgmt For For Mark A. Murray Mgmt For For Gerardo Norcia Mgmt For For Robert C. Skaggs, Jr. Mgmt For For David A. Thomas Mgmt For For Gary H. Torgow Mgmt For For James H. Vandenberghe Mgmt For For Valerie M. Williams Mgmt For For 2. Ratify the appointment of Mgmt For For PricewaterhouseCoopers LLP as our independent auditors 3. Provide a nonbinding vote to approve the Mgmt For For Company's executive compensation 4. Provide a nonbinding vote on the frequency Mgmt 1 Year For of advisory votes to approve executive compensation 5. Vote on a management proposal to amend our Mgmt For For bylaws to allow shareholders with 15% outstanding company stock in the aggregate (held at least one year) to call a special meeting 6. Vote on a shareholder proposal to amend our Shr Against For bylaws to allow shareholders with 10% outstanding company stock in the aggregate to call a special meeting 7. Vote on a shareholder proposal to publish a Shr Against For lobbying report -------------------------------------------------------------------------------------------------------------------------- ELEVANCE HEALTH, INC. Agenda Number: 935797502 -------------------------------------------------------------------------------------------------------------------------- Security: 036752103 Meeting Type: Annual Meeting Date: 10-May-2023 Ticker: ELV ISIN: US0367521038 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Gail K. Boudreaux Mgmt For For 1b. Election of Director: R. Kerry Clark Mgmt For For 1c. Election of Director: Robert L. Dixon, Jr. Mgmt For For 1d. Election of Director: Deanna D. Strable Mgmt For For 2. Advisory vote to approve the compensation Mgmt For For of our named executive officers. 3. Advisory vote on the frequency of the Mgmt 1 Year For advisory vote to approve the compensation of our named executive officers. 4. To ratify the appointment of Ernst & Young Mgmt For For LLP as the independent registered public accounting firm for 2023. 5. Shareholder proposal to allow shareholders Shr Against For owning 10% or more of our common stock to call a special meeting of shareholders. 6. Shareholder proposal requesting annual Shr Against For reporting from third parties seeking financial support. -------------------------------------------------------------------------------------------------------------------------- ELI LILLY AND COMPANY Agenda Number: 935784769 -------------------------------------------------------------------------------------------------------------------------- Security: 532457108 Meeting Type: Annual Meeting Date: 01-May-2023 Ticker: LLY ISIN: US5324571083 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director to serve a three-year Mgmt For For term: William G. Kaelin, Jr. 1b. Election of Director to serve a three-year Mgmt For For term: David A. Ricks 1c. Election of Director to serve a three-year Mgmt For For term: Marschall S. Runge 1d. Election of Director to serve a three-year Mgmt For For term: Karen Walker 2. Approval, on an advisory basis, of the Mgmt For For compensation paid to the company's named executive officers. 3. Advisory vote on frequency of future Mgmt 1 Year For advisory votes on named executive officer compensation. 4. Ratification of the appointment of Ernst & Mgmt For For Young LLP as the independent auditor for 2023. 5. Approval of amendments to the company's Mgmt For For Articles of Incorporation to eliminate the classified board structure. 6. Approval of amendments to the company's Mgmt For For Articles of Incorporation to eliminate supermajority voting provisions. 7. Shareholder proposal to publish an annual Shr Against For report disclosing lobbying activities. 8. Shareholder proposal to eliminate Shr Against For supermajority voting requirements. 9. Shareholder proposal to establish and Shr Against For report on a process by which the impact of extended patent exclusivities on product access would be considered in deciding whether to apply for secondary and tertiary patents. 10. Shareholder proposal to report on risks of Shr Against For supporting abortion. 11. Shareholder proposal to disclose lobbying Shr Against For activities and alignment with public policy positions and statements. 12. Shareholder proposal to report on Shr Against For effectiveness of the company's diversity, equity, and inclusion efforts. 13. Shareholder proposal to adopt a policy to Shr Against For require certain third-party organizations to annually report expenditures for political activities before Lilly contributes to an organization. -------------------------------------------------------------------------------------------------------------------------- ENTERPRISE PRODUCTS PARTNERS L.P. Agenda Number: 935724371 -------------------------------------------------------------------------------------------------------------------------- Security: 293792107 Meeting Type: Special Meeting Date: 22-Nov-2022 Ticker: EPD ISIN: US2937921078 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Proposal to approve the amendment and Mgmt For For restatement of the 2008 Enterprise Products Long-Term Incentive Plan 2. Proposal to approve the amendment and Mgmt For For restatement of the EPD Unit Purchase Plan -------------------------------------------------------------------------------------------------------------------------- EXXON MOBIL CORPORATION Agenda Number: 935823977 -------------------------------------------------------------------------------------------------------------------------- Security: 30231G102 Meeting Type: Annual Meeting Date: 31-May-2023 Ticker: XOM ISIN: US30231G1022 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Michael J. Angelakis Mgmt For For 1b. Election of Director: Susan K. Avery Mgmt For For 1c. Election of Director: Angela F. Braly Mgmt For For 1d. Election of Director: Gregory J. Goff Mgmt For For 1e. Election of Director: John D. Harris II Mgmt For For 1f. Election of Director: Kaisa H. Hietala Mgmt For For 1g. Election of Director: Joseph L. Hooley Mgmt For For 1h. Election of Director: Steven A. Kandarian Mgmt For For 1i. Election of Director: Alexander A. Karsner Mgmt For For 1j. Election of Director: Lawrence W. Kellner Mgmt For For 1k. Election of Director: Jeffrey W. Ubben Mgmt For For 1l. Election of Director: Darren W. Woods Mgmt For For 2. Ratification of Independent Auditors Mgmt For For 3. Advisory Vote to Approve Executive Mgmt For For Compensation 4. Frequency of Advisory Vote on Executive Mgmt 1 Year For Compensation 5. Establish a New Board Committee on Shr Against For Decarbonization Risk 6. Reduce Executive Stock Holding Period Shr Against For 7. Additional Carbon Capture and Storage and Shr Against For Emissions Report 8. Additional Direct Methane Measurement Shr Against For 9. Establish a Scope 3 Target and Reduce Shr Against For Hydrocarbon Sales 10. Additional Report on Worst-case Spill and Shr Against For Response Plans 11. GHG Reporting on Adjusted Basis Shr Against For 12. Report on Asset Retirement Obligations Shr Against For Under IEA NZE Scenario 13. Report on Plastics Under SCS Scenario Shr Against For 14. Litigation Disclosure Beyond Legal and Shr Against For Accounting Requirements 15. Tax Reporting Beyond Legal Requirements Shr Against For 16. Energy Transition Social Impact Report Shr Against For 17. Report on Commitment Against AMAP Work Shr Against For -------------------------------------------------------------------------------------------------------------------------- FIDELITY NAT'L INFORMATION SERVICES,INC. Agenda Number: 935815184 -------------------------------------------------------------------------------------------------------------------------- Security: 31620M106 Meeting Type: Annual Meeting Date: 24-May-2023 Ticker: FIS ISIN: US31620M1062 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Lee Adrean Mgmt For For 1b. Election of Director: Ellen R. Alemany Mgmt For For 1c. Election of Director: Mark D. Benjamin Mgmt For For 1d. Election of Director: Vijay G. D'Silva Mgmt For For 1e. Election of Director: Stephanie L. Ferris Mgmt For For 1f. Election of Director: Jeffrey A. Goldstein Mgmt For For 1g. Election of Director: Lisa A. Hook Mgmt For For 1h. Election of Director: Kenneth T. Lamneck Mgmt For For 1i. Election of Director: Gary L. Lauer Mgmt For For 1j. Election of Director: Louise M. Parent Mgmt For For 1k. Election of Director: Brian T. Shea Mgmt For For 1l. Election of Director: James B. Stallings, Mgmt For For Jr. 2. To approve, on an advisory basis, the Mgmt For For compensation of the Company's named executive officers. 3. To approve, on an advisory basis, the Mgmt 1 Year For preferred frequency of stockholder advisory votes on executive compensation. 4. To ratify the appointment of KPMG LLP as Mgmt For For the Company's independent registered public accounting firm for 2023. -------------------------------------------------------------------------------------------------------------------------- FREEPORT-MCMORAN INC. Agenda Number: 935831493 -------------------------------------------------------------------------------------------------------------------------- Security: 35671D857 Meeting Type: Annual Meeting Date: 06-Jun-2023 Ticker: FCX ISIN: US35671D8570 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: David P. Abney Mgmt For For 1b. Election of Director: Richard C. Adkerson Mgmt For For 1c. Election of Director: Marcela E. Donadio Mgmt For For 1d. Election of Director: Robert W. Dudley Mgmt For For 1e. Election of Director: Hugh Grant Mgmt For For 1f. Election of Director: Lydia H. Kennard Mgmt For For 1g. Election of Director: Ryan M. Lance Mgmt For For 1h. Election of Director: Sara Grootwassink Mgmt For For Lewis 1i. Election of Director: Dustan E. McCoy Mgmt For For 1j. Election of Director: Kathleen L. Quirk Mgmt For For 1k. Election of Director: John J. Stephens Mgmt For For 1l. Election of Director: Frances Fragos Mgmt For For Townsend 2. Approval, on an advisory basis, of the Mgmt For For compensation of our named executive officers. 3. Approval, on an advisory basis, of the Mgmt 1 Year For frequency of future advisory votes on the compensation of our named executive officers. 4. Ratification of the appointment of Ernst & Mgmt For For Young LLP as our independent registered public accounting firm for 2023. -------------------------------------------------------------------------------------------------------------------------- FRONTIER COMMUNICATIONS PARENT, INC Agenda Number: 935814625 -------------------------------------------------------------------------------------------------------------------------- Security: 35909D109 Meeting Type: Annual Meeting Date: 17-May-2023 Ticker: FYBR ISIN: US35909D1090 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Kevin L. Beebe Mgmt For For 1b. Election of Director: Lisa V. Chang Mgmt For For 1c. Election of Director: Pamela L. Coe Mgmt For For 1d. Election of Director: Nick Jeffery Mgmt For For 1e. Election of Director: Stephen C. Pusey Mgmt For For 1f. Election of Director: Margaret M. Smyth Mgmt For For 1g. Election of Director: John G. Stratton Mgmt For For 1h. Election of Director: Maryann Turcke Mgmt For For 1i. Election of Director: Prat Vemana Mgmt For For 2. Ratification of the appointment of KPMG LLP Mgmt For For as our independent registered public accounting firm for 2023. 3. Advisory vote to approve the compensation Mgmt For For of our named executive officers. -------------------------------------------------------------------------------------------------------------------------- GE HEALTHCARE TECHNOLOGIES INC. Agenda Number: 935805878 -------------------------------------------------------------------------------------------------------------------------- Security: 36266G107 Meeting Type: Annual Meeting Date: 23-May-2023 Ticker: GEHC ISIN: US36266G1076 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Peter J. Arduini Mgmt For For 1b. Election of Director: H. Lawrence Culp, Jr. Mgmt For For 1c. Election of Director: Rodney F. Hochman Mgmt For For 1d. Election of Director: Lloyd W. Howell, Jr. Mgmt For For 1e. Election of Director: Risa Lavizzo-Mourey Mgmt For For 1f. Election of Director: Catherine Lesjak Mgmt For For 1g. Election of Director: Anne T. Madden Mgmt For For 1h. Election of Director: Tomislav Mihaljevic Mgmt For For 1i. Election of Director: William J. Stromberg Mgmt For For 1j. Election of Director: Phoebe L. Yang Mgmt For For 2. Approve our named executive officers' Mgmt For For compensation in an advisory vote. 3. Approve the frequency of future advisory Mgmt 1 Year For votes on named executive officers' compensation in an advisory vote. 4. Ratify the appointment of Deloitte & Touche Mgmt For For LLP as our independent auditor for the fiscal year ending December 31, 2023. -------------------------------------------------------------------------------------------------------------------------- GENERAL ELECTRIC COMPANY Agenda Number: 935786408 -------------------------------------------------------------------------------------------------------------------------- Security: 369604301 Meeting Type: Annual Meeting Date: 03-May-2023 Ticker: GE ISIN: US3696043013 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Stephen Angel Mgmt For For 1b. Election of Director: Sebastien Bazin Mgmt For For 1c. Election of Director: H. Lawrence Culp, Jr. Mgmt For For 1d. Election of Director: Edward Garden Mgmt For For 1e. Election of Director: Isabella Goren Mgmt For For 1f. Election of Director: Thomas Horton Mgmt For For 1g. Election of Director: Catherine Lesjak Mgmt For For 1h. Election of Director: Darren McDew Mgmt For For 1i. Election of Director: Paula Rosput Reynolds Mgmt For For 1j. Election of Director: Jessica Uhl Mgmt For For 2. Advisory Approval of Our Named Executives' Mgmt For For Compensation. 3. Advisory Vote on the Frequency of Future Mgmt 1 Year For Advisory Votes to Approve Our Named Executives' Compensation. 4. Ratification of Deloitte as Independent Mgmt For For Auditor for 2023. 5. Independent Board Chairman. Shr Against For 6. Sale of the Company. Shr Against For 7. Fiduciary Carbon-Emission Relevance Report. Shr Against For 8. Assess Energy-Related Asset Resilience. Shr Against For -------------------------------------------------------------------------------------------------------------------------- GENERAL MOTORS COMPANY Agenda Number: 935847561 -------------------------------------------------------------------------------------------------------------------------- Security: 37045V100 Meeting Type: Annual Meeting Date: 20-Jun-2023 Ticker: GM ISIN: US37045V1008 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Mary T. Barra Mgmt For For 1b. Election of Director: Aneel Bhusri Mgmt For For 1c. Election of Director: Wesley G. Bush Mgmt For For 1d. Election of Director: Joanne C. Crevoiserat Mgmt For For 1e. Election of Director: Linda R. Gooden Mgmt For For 1f. Election of Director: Joseph Jimenez Mgmt For For 1g. Election of Director: Jonathan McNeill Mgmt For For 1h. Election of Director: Judith A. Miscik Mgmt For For 1i. Election of Director: Patricia F. Russo Mgmt For For 1j. Election of Director: Thomas M. Schoewe Mgmt For For 1k. Election of Director: Mark A. Tatum Mgmt For For 1l. Election of Director: Jan E. Tighe Mgmt For For 1m. Election of Director: Devin N. Wenig Mgmt For For 2. Ratification of the Selection of Ernst & Mgmt For For Young LLP as the Company's Independent Registered Public Accounting Firm for 2023. 3. Advisory Approval of Named Executive Mgmt For For Officer Compensation. 4. Approval of Amendment No. 1 to the Mgmt For For Company's 2020 Long-Term Incentive Plan. 5. Shareholder Proposal Requesting a Report on Shr Against For the Company's Operations in China. 6. Shareholder Proposal Regarding Shareholder Shr Against For Written Consent. 7. Shareholder Proposal Regarding Sustainable Shr Against For Materials Procurement Targets. -------------------------------------------------------------------------------------------------------------------------- GILEAD SCIENCES, INC. Agenda Number: 935788438 -------------------------------------------------------------------------------------------------------------------------- Security: 375558103 Meeting Type: Annual Meeting Date: 03-May-2023 Ticker: GILD ISIN: US3755581036 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Jacqueline K. Barton, Mgmt For For Ph.D. 1b. Election of Director: Jeffrey A. Bluestone, Mgmt For For Ph.D. 1c. Election of Director: Sandra J. Horning, Mgmt For For M.D. 1d. Election of Director: Kelly A. Kramer Mgmt For For 1e. Election of Director: Kevin E. Lofton Mgmt For For 1f. Election of Director: Harish Manwani Mgmt For For 1g. Election of Director: Daniel P. O'Day Mgmt For For 1h. Election of Director: Javier J. Rodriguez Mgmt For For 1i. Election of Director: Anthony Welters Mgmt For For 2. To ratify the selection of Ernst & Young Mgmt For For LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023. 3. To approve, on an advisory basis, the Mgmt For For compensation of our Named Executive Officers as presented in the Proxy Statement. 4. To approve, on an advisory basis, the Mgmt 1 Year For frequency of future advisory stockholder votes on executive compensation. 5. To approve an amendment and restatement of Mgmt For For the Gilead Sciences, Inc. Employee Stock Purchase Plan and the Gilead Sciences, Inc. International Employee Stock Purchase Plan. 6. To vote on a stockholder proposal, if Shr Against For properly presented at the meeting, requesting the Board implement a process to nominate at least one more candidate than the number of directors to be elected. 7. To vote on a stockholder proposal, if Shr Against For properly presented at the meeting, requesting the Board amend the company governing documents to give street name shares and non-street name shares an equal right to call a special stockholder meeting. 8. To vote on a stockholder proposal, if Shr Against For properly presented at the meeting, requesting a report on a process by which the impact of extended patent exclusivities on product access would be considered in deciding whether to apply for secondary and tertiary patents. -------------------------------------------------------------------------------------------------------------------------- GULFPORT ENERGY CORPORATION Agenda Number: 935824549 -------------------------------------------------------------------------------------------------------------------------- Security: 402635601 Meeting Type: Annual Meeting Date: 24-May-2023 Ticker: ISIN: US4026356018 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Election of Director to serve until the Mgmt For For 2024 Annual Meeting: Timothy J. Cutt 1.2 Election of Director to serve until the Mgmt For For 2024 Annual Meeting: David Wolf 1.3 Election of Director to serve until the Mgmt For For 2024 Annual Meeting: Guillermo (Bill) Martinez 1.4 Election of Director to serve until the Mgmt For For 2024 Annual Meeting: Jason Martinez 1.5 Election of Director to serve until the Mgmt For For 2024 Annual Meeting: David Reganato 1.6 Election of Director to serve until the Mgmt For For 2024 Annual Meeting: John Reinhart 1.7 Election of Director to serve until the Mgmt For For 2024 Annual Meeting: Mary Shafer-Malicki 2. To ratify the appointment of Grant Thornton Mgmt For For LLP as the Company's independent auditors for the fiscal year ending December 31, 2023 (the Auditors Ratification Proposal or Proposal 2). 3. To approve, on an advisory, non-binding Mgmt For For basis, the compensation paid to the Company's named executive officers as described in this proxy statement (the Say-On-Pay Proposal or Proposal 3). 4. To approve, on an advisory, non-binding Mgmt 1 Year For basis, the frequency of advisory stockholder votes on the compensation paid to the Company's named executive officers (the Say on Frequency Proposal or Proposal 4). -------------------------------------------------------------------------------------------------------------------------- HESS CORPORATION Agenda Number: 935809117 -------------------------------------------------------------------------------------------------------------------------- Security: 42809H107 Meeting Type: Annual Meeting Date: 17-May-2023 Ticker: HES ISIN: US42809H1077 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director to serve for a Mgmt For For one-year term expiring in 2024: T.J. CHECKI 1b. Election of Director to serve for a Mgmt For For one-year term expiring in 2024: L.S. COLEMAN, JR. 1c. Election of Director to serve for a Mgmt For For one-year term expiring in 2024: L. GLATCH 1d. Election of Director to serve for a Mgmt For For one-year term expiring in 2024: J.B. HESS 1e. Election of Director to serve for a Mgmt For For one-year term expiring in 2024: E.E. HOLIDAY 1f. Election of Director to serve for a Mgmt For For one-year term expiring in 2024: M.S. LIPSCHULTZ 1g. Election of Director to serve for a Mgmt For For one-year term expiring in 2024: R.J. MCGUIRE 1h. Election of Director to serve for a Mgmt For For one-year term expiring in 2024: D. MCMANUS 1i. Election of Director to serve for a Mgmt For For one-year term expiring in 2024: K.O. MEYERS 1j. Election of Director to serve for a Mgmt For For one-year term expiring in 2024: K.F. OVELMEN 1k. Election of Director to serve for a Mgmt For For one-year term expiring in 2024: J.H. QUIGLEY 1l. Election of Director to serve for a Mgmt For For one-year term expiring in 2024: W.G. SCHRADER 2. Advisory approval of the compensation of Mgmt For For our named executive officers. 3. Advisory approval on the frequency of Mgmt 1 Year For voting on executive compensation. 4. Ratification of the selection of Ernst & Mgmt For For Young LLP as our independent registered public accountants for the year ending December 31, 2023. -------------------------------------------------------------------------------------------------------------------------- HONEYWELL INTERNATIONAL INC. Agenda Number: 935801200 -------------------------------------------------------------------------------------------------------------------------- Security: 438516106 Meeting Type: Annual Meeting Date: 19-May-2023 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: D. Scott Davis Mgmt For For 1F. Election of Director: Deborah Flint Mgmt For For 1G. Election of Director: Vimal Kapur Mgmt For For 1H. Election of Director: Rose Lee Mgmt For For 1I. Election of Director: Grace D. Lieblein Mgmt For For 1J. Election of Director: Robin L. Washington Mgmt For For 1K. Election of Director: Robin Watson Mgmt For For 2. Advisory Vote to Approve Frequency of Mgmt 1 Year For Advisory Vote on Executive Compensation. 3. Advisory Vote to Approve Executive Mgmt For For Compensation. 4. Approval of Independent Accountants. Mgmt For For 5. Shareowner Proposal - Independent Board Shr Against For Chairman. 6. Shareowner Proposal - Environmental and Shr Against For Health Impact Report. -------------------------------------------------------------------------------------------------------------------------- HUMANA INC. Agenda Number: 935775467 -------------------------------------------------------------------------------------------------------------------------- Security: 444859102 Meeting Type: Annual Meeting Date: 20-Apr-2023 Ticker: HUM ISIN: US4448591028 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a) Election of Director: Raquel C. Bono, M.D. Mgmt For For 1b) Election of Director: Bruce D. Broussard Mgmt For For 1c) Election of Director: Frank A. D'Amelio Mgmt For For 1d) Election of Director: David T. Feinberg, Mgmt For For M.D. 1e) Election of Director: Wayne A. I. Mgmt For For Frederick, M.D. 1f) Election of Director: John W. Garratt Mgmt For For 1g) Election of Director: Kurt J. Hilzinger Mgmt For For 1h) Election of Director: Karen W. Katz Mgmt For For 1i) Election of Director: Marcy S. Klevorn Mgmt For For 1j) Election of Director: William J. McDonald Mgmt For For 1k) Election of Director: Jorge S. Mesquita Mgmt For For 1l) Election of Director: Brad D. Smith Mgmt For For 2. The ratification of the appointment of Mgmt For For PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm. 3. Non-binding advisory vote for the approval Mgmt For For of the compensation of the named executive officers as disclosed in the 2023 proxy statement. 4. Non-binding advisory vote for the approval Mgmt 1 Year For of the frequency with which future stockholder votes on the compensation of the named executive officers will be held. -------------------------------------------------------------------------------------------------------------------------- HUNTINGTON BANCSHARES INCORPORATED Agenda Number: 935775621 -------------------------------------------------------------------------------------------------------------------------- Security: 446150104 Meeting Type: Annual Meeting Date: 19-Apr-2023 Ticker: HBAN ISIN: US4461501045 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Alanna Y. Cotton Mgmt For For 1b. Election of Director: Ann B. Crane Mgmt For For 1c. Election of Director: Gina D. France Mgmt For For 1d. Election of Director: J. Michael Mgmt For For Hochschwender 1e. Election of Director: Richard H. King Mgmt For For 1f. Election of Director: Katherine M. A. Kline Mgmt For For 1g. Election of Director: Richard W. Neu Mgmt For For 1h. Election of Director: Kenneth J. Phelan Mgmt For For 1i. Election of Director: David L. Porteous Mgmt For For 1j. Election of Director: Roger J. Sit Mgmt For For 1k. Election of Director: Stephen D. Steinour Mgmt For For 1l. Election of Director: Jeffrey L. Tate Mgmt For For 1m. Election of Director: Gary Torgow Mgmt For For 2. An advisory resolution to approve, on a Mgmt For For non-binding basis, the compensation of executives as disclosed in the accompanying proxy statement. 3. An advisory resolution to approve, on a Mgmt 1 Year For non-binding basis, the frequency of future advisory votes on executive compensation. 4. The ratification of the appointment of Mgmt For For PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2023. -------------------------------------------------------------------------------------------------------------------------- INTELSAT S.A. Agenda Number: 935878491 -------------------------------------------------------------------------------------------------------------------------- Security: L5217E120 Meeting Type: Annual Meeting Date: 21-Jun-2023 Ticker: ISIN: LU2445093128 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 2. Approval of the statutory stand-alone Mgmt For For financial statements 3. Approval of the consolidated financial Mgmt For For statements 4. Approval of discharge (quitus) to directors Mgmt For For for proper performance of their duties 5. Approval of carry forward of net results Mgmt For For 6. Confirmation of David Wajsgras (co-opted) Mgmt For For as director 7. Confirmation of David Mack (co-opted) as Mgmt For For director 8a. Re-election of Director: Roy Chestnutt Mgmt For For 8b. Re-election of Director: Lisa Hammitt Mgmt For For 8c. Re-election of Director: David Mack Mgmt For For 8d. Re-election of Director: Marc Montagner Mgmt For For 8e. Re-election of Director: Easwaran Sundaram Mgmt For For 8f. Re-election of Director: David Wajsgras Mgmt For For 8g. Re-election of Director: Jinhy Yoon Mgmt For For 9. Ratification of directors' remuneration for Mgmt For For 2022 10. Approval of directors' remuneration for Mgmt For For 2023 11. Approval of re-appointment of KPMG Audit Mgmt For For S.a r.l. as approved statutory auditor 12. Approval of share repurchases and treasury Mgmt For For share holdings, pursuant to and in line with Article 9 of the articles of association of the Company (relating to communication laws) -------------------------------------------------------------------------------------------------------------------------- INTUIT INC. Agenda Number: 935744006 -------------------------------------------------------------------------------------------------------------------------- Security: 461202103 Meeting Type: Annual Meeting Date: 19-Jan-2023 Ticker: INTU ISIN: US4612021034 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Eve Burton Mgmt For For 1b. Election of Director: Scott D. Cook Mgmt For For 1c. Election of Director: Richard L. Dalzell Mgmt For For 1d. Election of Director: Sasan K. Goodarzi Mgmt For For 1e. Election of Director: Deborah Liu Mgmt For For 1f. Election of Director: Tekedra Mawakana Mgmt For For 1g. Election of Director: Suzanne Nora Johnson Mgmt For For 1h. Election of Director: Thomas Szkutak Mgmt For For 1i. Election of Director: Raul Vazquez Mgmt For For 2. Advisory vote to approve Intuit's executive Mgmt For For compensation (say-on-pay) 3. Ratification of the selection of Ernst & Mgmt For For Young LLP as Intuit's independent registered public accounting firm for the fiscal year ending July 31, 2023 4. Approval of the Amended and Restated Mgmt For For Employee Stock Purchase Plan to increase the share reserve by an additional 2,000,000 shares -------------------------------------------------------------------------------------------------------------------------- INVITATION HOMES INC. Agenda Number: 935801490 -------------------------------------------------------------------------------------------------------------------------- Security: 46187W107 Meeting Type: Annual Meeting Date: 17-May-2023 Ticker: INVH ISIN: US46187W1071 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Michael D. Fascitelli Mgmt For For Dallas B. Tanner Mgmt For For Jana Cohen Barbe Mgmt For For Richard D. Bronson Mgmt For For Jeffrey E. Kelter Mgmt For For Joseph D. Margolis Mgmt For For John B. Rhea Mgmt For For Janice L. Sears Mgmt For For F. A. Sevilla-Sacasa Mgmt For For Keith D. Taylor Mgmt For For 2. To ratify the appointment of Deloitte & Mgmt For For Touche LLP as our independent registered public accounting firm for 2023. 3. To approve, in a non-binding advisory vote, Mgmt For For the compensation paid to our named executive officers. -------------------------------------------------------------------------------------------------------------------------- J.B. HUNT TRANSPORT SERVICES, INC. Agenda Number: 935775594 -------------------------------------------------------------------------------------------------------------------------- Security: 445658107 Meeting Type: Annual Meeting Date: 27-Apr-2023 Ticker: JBHT ISIN: US4456581077 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Election of Director: Francesca M. Mgmt For For Edwardson 1.2 Election of Director: Wayne Garrison Mgmt For For 1.3 Election of Director: Sharilyn S. Gasaway Mgmt For For 1.4 Election of Director: Thad (John B. III) Mgmt For For Hill 1.5 Election of Director: Bryan Hunt Mgmt For For 1.6 Election of Director: Persio Lisboa Mgmt For For 1.7 Election of Director: John N. Roberts III Mgmt For For 1.8 Election of Director: James L. Robo Mgmt For For 1.9 Election of Director: Kirk Thompson Mgmt For For 2. To consider and approve an advisory Mgmt For For resolution regarding the Company's compensation of its named executive officers. 3. To consider and act upon an advisory vote Mgmt 1 Year For to determine the frequency with which stockholders will consider and approve an advisory vote on the Company's compensation of its named executive officers. 4. To ratify the appointment of Mgmt For For PricewaterhouseCoopers LLP as the Company's independent public accountants for calendar year 2023. -------------------------------------------------------------------------------------------------------------------------- JOHNSON & JOHNSON Agenda Number: 935776813 -------------------------------------------------------------------------------------------------------------------------- Security: 478160104 Meeting Type: Annual Meeting Date: 27-Apr-2023 Ticker: JNJ ISIN: US4781601046 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Darius Adamczyk Mgmt For For 1b. Election of Director: Mary C. Beckerle Mgmt For For 1c. Election of Director: D. Scott Davis Mgmt For For 1d. Election of Director: Jennifer A. Doudna Mgmt For For 1e. Election of Director: Joaquin Duato Mgmt For For 1f. Election of Director: Marillyn A. Hewson Mgmt For For 1g. Election of Director: Paula A. Johnson Mgmt For For 1h. Election of Director: Hubert Joly Mgmt For For 1I. Election of Director: Mark B. McClellan Mgmt For For 1j. Election of Director: Anne M. Mulcahy Mgmt For For 1k. Election of Director: Mark A. Weinberger Mgmt For For 1l. Election of Director: Nadja Y. West Mgmt For For 2. Advisory Vote to Approve Named Executive Mgmt For For Officer Compensation 3. Advisory Vote on the Frequency of Voting to Mgmt 1 Year For Approve Named Executive Officer Compensation 4. Ratification of Appointment of Mgmt For For PricewaterhouseCoopers LLP as the Independent Registered Public Accounting Firm 5. Proposal Withdrawn (Federal Securities Laws Shr Against Mandatory Arbitration Bylaw) 6. Vaccine Pricing Report Shr Against For 7. Executive Compensation Adjustment Policy Shr Against For 8. Impact of Extended Patent Exclusivities on Shr Against For Product Access -------------------------------------------------------------------------------------------------------------------------- JPMORGAN CHASE & CO. Agenda Number: 935797223 -------------------------------------------------------------------------------------------------------------------------- Security: 46625H100 Meeting Type: Annual Meeting Date: 16-May-2023 Ticker: JPM ISIN: US46625H1005 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Linda B. Bammann Mgmt For For 1b. Election of Director: Stephen B. Burke Mgmt For For 1c. Election of Director: Todd A. Combs Mgmt For For 1d. Election of Director: James S. Crown Mgmt For For 1e. Election of Director: Alicia Boler Davis Mgmt For For 1f. Election of Director: James Dimon Mgmt For For 1g. Election of Director: Timothy P. Flynn Mgmt For For 1h. Election of Director: Alex Gorsky Mgmt For For 1i. Election of Director: Mellody Hobson Mgmt Against Against 1j. Election of Director: Michael A. Neal Mgmt For For 1k. Election of Director: Phebe N. Novakovic Mgmt For For 1l. Election of Director: Virginia M. Rometty Mgmt For For 2. Advisory resolution to approve executive Mgmt For For compensation 3. Advisory vote on frequency of advisory Mgmt 1 Year For resolution to approve executive compensation 4. Ratification of independent registered Mgmt For For public accounting firm 5. Independent board chairman Shr Against For 6. Fossil fuel phase out Shr Against For 7. Amending public responsibility committee Shr Against For charter to include mandate to oversee animal welfare impact and risk 8. Special shareholder meeting improvement Shr Against For 9. Report on climate transition planning Shr Against For 10. Report on ensuring respect for civil Shr Against For liberties 11. Report analyzing the congruence of the Shr Against For company's political and electioneering expenditures 12. Absolute GHG reduction goals Shr Against For -------------------------------------------------------------------------------------------------------------------------- LAM RESEARCH CORPORATION Agenda Number: 935711728 -------------------------------------------------------------------------------------------------------------------------- Security: 512807108 Meeting Type: Annual Meeting Date: 08-Nov-2022 Ticker: LRCX ISIN: US5128071082 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Sohail U. Ahmed Mgmt For For 1b. Election of Director: Timothy M. Archer Mgmt For For 1c. Election of Director: Eric K. Brandt Mgmt For For 1d. Election of Director: Michael R. Cannon Mgmt For For 1e. Election of Director: Bethany J. Mayer Mgmt For For 1f. Election of Director: Jyoti K. Mehra Mgmt For For 1g. Election of Director: Abhijit Y. Talwalkar Mgmt For For 1h. Election of Director: Lih Shyng (Rick L.) Mgmt For For Tsai 1i. Election of Director: Leslie F. Varon Mgmt For For 2. Advisory vote to approve the compensation Mgmt For For of the named executive officers of Lam Research, or "Say on Pay." 3. Ratification of the appointment of the Mgmt For For independent registered public accounting firm for fiscal year 2023. -------------------------------------------------------------------------------------------------------------------------- LAS VEGAS SANDS CORP. Agenda Number: 935799479 -------------------------------------------------------------------------------------------------------------------------- Security: 517834107 Meeting Type: Annual Meeting Date: 11-May-2023 Ticker: LVS ISIN: US5178341070 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Robert G. Goldstein Mgmt For For Patrick Dumont Mgmt For For Irwin Chafetz Mgmt For For Micheline Chau Mgmt For For Charles D. Forman Mgmt For For Nora M. Jordan Mgmt For For Lewis Kramer Mgmt For For David F. Levi Mgmt For For 2. Ratification of the appointment of Deloitte Mgmt For For & Touche LLP as the Company's independent registered public accounting firm for the year ending December 31, 2023. 3. An advisory (non-binding) vote to approve Mgmt For For the compensation of the named executive officers. 4. An advisory (non-binding) vote on how Mgmt 1 Year For frequently stockholders should vote to approve the compensation of the named executive officers. 5. Shareholder proposal to require the Company Shr Against For to include in its proxy statement each director/nominee's self identified gender and race/ethnicity, as well as certain skills and attributes, if properly presented at the meeting. -------------------------------------------------------------------------------------------------------------------------- LINDE PLC Agenda Number: 935660200 -------------------------------------------------------------------------------------------------------------------------- Security: G5494J103 Meeting Type: Annual Meeting Date: 25-Jul-2022 Ticker: LIN ISIN: IE00BZ12WP82 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Stephen F. Angel Mgmt For For 1b. Election of Director: Sanjiv Lamba Mgmt For For 1c. Election of Director: Prof. DDr. Mgmt For For Ann-Kristin Achleitner 1d. Election of Director: Dr. Thomas Enders Mgmt For For 1e. Election of Director: Edward G. Galante Mgmt For For 1f. Election of Director: Joe Kaeser Mgmt For For 1g. Election of Director: Dr. Victoria Ossadnik Mgmt For For 1h. Election of Director: Prof. Dr. Martin H. Mgmt For For Richenhagen 1i. Election of Director: Alberto Weisser Mgmt For For 1j. Election of Director: Robert L. Wood Mgmt For For 2a. To ratify, on an advisory and non-binding Mgmt For For basis, the appointment of PricewaterhouseCoopers ("PWC") as the independent auditor. 2b. To authorize the Board, acting through the Mgmt For For Audit Committee, to determine PWC's remuneration. 3. To approve, on an advisory and non-binding Mgmt For For basis, the compensation of Linde plc's Named Executive Officers, as disclosed in the 2022 Proxy statement. 4. To approve, on an advisory and non-binding Mgmt For For basis, the Directors' Remuneration Report (excluding the Directors' Remuneration Policy) as set forth in the Company's IFRS Annual Report for the financial year ended December 31, 2021, as required under Irish law. 5. To determine the price range at which Linde Mgmt For For plc can re-allot shares that it acquires as treasury shares under Irish law. 6. To consider and vote on a shareholder Shr Against For proposal regarding supermajority voting requirements in Linde's Irish Constitution. -------------------------------------------------------------------------------------------------------------------------- LINDE PLC Agenda Number: 935750819 -------------------------------------------------------------------------------------------------------------------------- Security: G5494J103 Meeting Type: Special Meeting Date: 18-Jan-2023 Ticker: LIN ISIN: IE00BZ12WP82 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. To approve, subject to the approval by the Mgmt For For requisite majorities at the Court Meeting, the scheme of arrangement that is included in Linde's Proxy Statement, referred to as the "Scheme" or "Scheme of Arrangement," in its original form or with or subject to any modification, addition or condition approved or imposed by the Irish High Court. 2. To approve, subject to the Scheme becoming Mgmt For For effective, an amendment to the articles of association of Linde, which are part of the Linde constitution, referred to as the "Articles," in respect of certain mechanics to effect the Scheme as set forth in Linde's Proxy Statement. 3. To approve the Common Draft Terms of Merger Mgmt For For dated December 2, 2022 between Linde and New Linde, that are included in Linde's Proxy Statement, whereupon and assuming the other conditions to the merger are satisfied, Linde would be merged with and into New Linde, with New Linde surviving the merger, and the directors of Linde be authorized to take all steps necessary or appropriate to execute and carry the merger into effect. -------------------------------------------------------------------------------------------------------------------------- LINDE PLC Agenda Number: 935750821 -------------------------------------------------------------------------------------------------------------------------- Security: G5494J111 Meeting Type: Special Meeting Date: 18-Jan-2023 Ticker: ISIN: -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. To approve the Scheme of Arrangement under Mgmt For For Irish Law between Linde plc and the Scheme Shareholders, in its original form or with or subject to any modification(s), addition(s) or condition(s) approved or imposed by the Irish High Court. -------------------------------------------------------------------------------------------------------------------------- LOWE'S COMPANIES, INC. Agenda Number: 935817190 -------------------------------------------------------------------------------------------------------------------------- Security: 548661107 Meeting Type: Annual Meeting Date: 26-May-2023 Ticker: LOW ISIN: US5486611073 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Raul Alvarez Mgmt For For David H. Batchelder Mgmt For For Scott H. Baxter Mgmt For For Sandra B. Cochran Mgmt For For Laurie Z. Douglas Mgmt For For Richard W. Dreiling Mgmt For For Marvin R. Ellison Mgmt For For Daniel J. Heinrich Mgmt For For Brian C. Rogers Mgmt For For Bertram L. Scott Mgmt For For Colleen Taylor Mgmt For For Mary Beth West Mgmt For For 2. Advisory vote to approve the Company's Mgmt For For named executive officer compensation in fiscal 2022. 3. Advisory vote on the frequency of future Mgmt 1 Year For advisory votes to approve the Company's named executive officer compensation. 4. Ratification of the appointment of Deloitte Mgmt For For & Touche LLP as the Company's independent registered public accounting firm for fiscal 2023. 5. Shareholder proposal requesting an Shr Against For independent board chairman. -------------------------------------------------------------------------------------------------------------------------- MAGELLAN MIDSTREAM PARTNERS, L.P. Agenda Number: 935767838 -------------------------------------------------------------------------------------------------------------------------- Security: 559080106 Meeting Type: Annual Meeting Date: 27-Apr-2023 Ticker: MMP ISIN: US5590801065 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Election of Director: Sivasankaran Mgmt For For Somasundaram 1.2 Election of Director: Chansoo Joung Mgmt For For 1.3 Election of Director: Aaron L. Milford Mgmt For For 1.4 Election of Director: James R. Montague Mgmt For For 2. Advisory Resolution to Approve Executive Mgmt For For Compensation 3. Advisory Resolution to Approve Executive Mgmt 1 Year For Compensation Vote Frequency 4. Ratification of Appointment of Independent Mgmt For For Registered Public Accounting Firm for 2023 -------------------------------------------------------------------------------------------------------------------------- MALLINCKRODT PLC Agenda Number: 935700244 -------------------------------------------------------------------------------------------------------------------------- Security: G5890A102 Meeting Type: Annual Meeting Date: 29-Sep-2022 Ticker: MNKPF ISIN: IE000O3L0NQ3 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Paul M. Bisaro Mgmt For For 1b. Election of Director: Daniel A. Celentano Mgmt For For 1c. Election of Director: Riad H. El-Dada Mgmt For For 1d. Election of Director: Neal P. Goldman Mgmt For For 1e. Election of Director: Karen L. Ling Mgmt For For 1f. Election of Director: Woodrow A. Myers, Mgmt For For Jr., M.D. 1g. Election of Director: James R. Sulat Mgmt For For 1h. Election of Director: Sigurdur O. Olafsson Mgmt For For 2. Advisory non-binding vote to approve the Mgmt For For re-appointment of the independent auditors and binding vote to authorize the Audit Committee to set the independent auditors' remuneration. 3. Advisory non-binding vote to approve the Mgmt For For Company's executive compensation. 4. Authorize the Company and/or any subsidiary Mgmt For For of the Company to make market purchases or overseas market purchases of Company shares. 5. Authorize the price range at which the Mgmt For For Company can re-allot shares held as treasury shares (Special Resolution). -------------------------------------------------------------------------------------------------------------------------- MALLINCKRODT PLC Agenda Number: 935813851 -------------------------------------------------------------------------------------------------------------------------- Security: G5890A102 Meeting Type: Annual Meeting Date: 16-May-2023 Ticker: MNK ISIN: IE000O3L0NQ3 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Paul M. Bisaro Mgmt For For 1b. Election of Director: Daniel A. Celentano Mgmt For For 1c. Election of Director: Riad H. El-Dada Mgmt For For 1d. Election of Director: Neal P. Goldman Mgmt For For 1e. Election of Director: Karen L. Ling Mgmt For For 1f. Election of Director: Woodrow A. Myers, Mgmt For For Jr., M.D. 1g. Election of Director: Susan M. Silbermann Mgmt For For 1h. Election of Director: James R. Sulat Mgmt For For 1i. Election of Director: Sigurdur O. Olafsson Mgmt For For 2. Advisory non-binding vote to approve the Mgmt For For re-appointment of the independent auditors and binding vote to authorize the Audit Committee to set the independent auditors' remuneration. 3. Advisory non-binding vote to approve the Mgmt For For Company's executive compensation. 4. Authorize the Company and/or any subsidiary Mgmt For For of the Company to make market purchases or overseas market purchases of Company shares. 5. Authorize the price range at which the Mgmt For For Company can re-allot shares held as treasury shares (Special Resolution). -------------------------------------------------------------------------------------------------------------------------- MARATHON PETROLEUM CORPORATION Agenda Number: 935780999 -------------------------------------------------------------------------------------------------------------------------- Security: 56585A102 Meeting Type: Annual Meeting Date: 26-Apr-2023 Ticker: MPC ISIN: US56585A1025 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Class III Director for a Mgmt For For three-year term expiring in 2026: J. Michael Stice 1b. Election of Class III Director for a Mgmt For For three-year term expiring in 2026: John P. Surma 1c. Election of Class III Director for a Mgmt For For three-year term expiring in 2026: Susan Tomasky 1d. Election of Class III Director for a Mgmt For For three-year term expiring in 2026: Toni Townes-Whitley 2. Ratification of the selection of Mgmt For For PricewaterhouseCoopers LLP as the company's independent auditor for 2023. 3. Approval, on an advisory basis, of the Mgmt For For company's named executive officer compensation. 4. Approval of an amendment to the company's Mgmt For For Restated Certificate of Incorporation to declassify the Board of Directors. 5. Approval of an amendment to the company's Mgmt For For Restated Certificate of Incorporation to eliminate the supermajority provisions. 6. Approval of an amendment to the company's Mgmt For For Restated Certificate of Incorporation to increase the maximum size of the Board of Directors. 7. Shareholder proposal seeking a simple Shr Against For majority vote. 8. Shareholder proposal seeking an amendment Shr Against For to the company's existing clawback provisions. 9. Shareholder proposal seeking a report on Shr Against For just transition. 10. Shareholder proposal seeking an audited Shr Against For report on asset retirement obligations. -------------------------------------------------------------------------------------------------------------------------- MARSH & MCLENNAN COMPANIES, INC. Agenda Number: 935801541 -------------------------------------------------------------------------------------------------------------------------- Security: 571748102 Meeting Type: Annual Meeting Date: 18-May-2023 Ticker: MMC ISIN: US5717481023 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Anthony K. Anderson Mgmt For For 1b. Election of Director: John Q. Doyle Mgmt For For 1c. Election of Director: Hafize Gaye Erkan Mgmt For For 1d. Election of Director: Oscar Fanjul Mgmt For For 1e. Election of Director: H. Edward Hanway Mgmt For For 1f. Election of Director: Judith Hartmann Mgmt For For 1g. Election of Director: Deborah C. Hopkins Mgmt For For 1h. Election of Director: Tamara Ingram Mgmt For For 1i. Election of Director: Jane H. Lute Mgmt For For 1j. Election of Director: Steven A. Mills Mgmt For For 1k. Election of Director: Bruce P. Nolop Mgmt For For 1l. Election of Director: Morton O. Schapiro Mgmt For For 1m. Election of Director: Lloyd M. Yates Mgmt For For 1n. Election of Director: Ray G. Young Mgmt For For 2. Advisory (Nonbinding) Vote to Approve Named Mgmt For For Executive Officer Compensation 3. Advisory (Nonbinding) Vote on the Frequency Mgmt 1 Year For of Future Votes on Named Executive Officer Compensation 4. Ratification of Selection of Independent Mgmt For For Registered Public Accounting Firm -------------------------------------------------------------------------------------------------------------------------- MASTERCARD INCORPORATED Agenda Number: 935858437 -------------------------------------------------------------------------------------------------------------------------- Security: 57636Q104 Meeting Type: Annual Meeting Date: 27-Jun-2023 Ticker: MA ISIN: US57636Q1040 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. ELECTION OF DIRECTOR: Merit E. Janow Mgmt For For 1b. ELECTION OF DIRECTOR: Candido Bracher Mgmt For For 1c. ELECTION OF DIRECTOR: Richard K. Davis Mgmt For For 1d. ELECTION OF DIRECTOR: Julius Genachowski Mgmt For For 1e. ELECTION OF DIRECTOR: Choon Phong Goh Mgmt For For 1f. ELECTION OF DIRECTOR: Oki Matsumoto Mgmt For For 1g. ELECTION OF DIRECTOR: Michael Miebach Mgmt For For 1h. ELECTION OF DIRECTOR: Youngme Moon Mgmt For For 1i. ELECTION OF DIRECTOR: Rima Qureshi Mgmt For For 1j. ELECTION OF DIRECTOR: Gabrielle Sulzberger Mgmt For For 1k. ELECTION OF DIRECTOR: Harit Talwar Mgmt For For 1l. ELECTION OF DIRECTOR: Lance Uggla Mgmt For For 2. Advisory approval of Mastercard's executive Mgmt For For compensation. 3. Advisory approval of the frequency of Mgmt 1 Year For future advisory votes on executive compensation. 4. Approval of Mastercard Incorporated Mgmt For For Employee Stock Purchase Plan. 5. Ratification of the appointment of Mgmt For For PricewaterhouseCoopers LLP as the independent registered public accounting firm for Mastercard for 2023. 6. Consideration of a stockholder proposal Shr Against For requesting a report on ensuring respect for civil liberties. 7. Consideration of a stockholder proposal Shr Against For requesting a report on Mastercard's stance on new Merchant Category Code. 8. Consideration of a stockholder proposal Shr Against For requesting lobbying disclosure. 9. Consideration of a stockholder proposal Shr Against For requesting stockholders approve advance notice bylaw amendments. 10. Consideration of a stockholder proposal Shr Against For requesting a report on the cost-benefit analysis of diversity and inclusion efforts. -------------------------------------------------------------------------------------------------------------------------- MEDTRONIC PLC Agenda Number: 935723610 -------------------------------------------------------------------------------------------------------------------------- Security: G5960L103 Meeting Type: Annual Meeting Date: 08-Dec-2022 Ticker: MDT ISIN: IE00BTN1Y115 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director to hold office until Mgmt For For the 2023 Annual General Meeting: Richard H. Anderson 1b. Election of Director to hold office until Mgmt For For the 2023 Annual General Meeting: Craig Arnold 1c. Election of Director to hold office until Mgmt For For the 2023 Annual General Meeting: Scott C. Donnelly 1d. Election of Director to hold office until Mgmt For For the 2023 Annual General Meeting: Lidia L. Fonseca 1e. Election of Director to hold office until Mgmt For For the 2023 Annual General Meeting: Andrea J. Goldsmith, Ph.D. 1f. Election of Director to hold office until Mgmt For For the 2023 Annual General Meeting: Randall J. Hogan, III 1g. Election of Director to hold office until Mgmt For For the 2023 Annual General Meeting: Kevin E. Lofton 1h. Election of Director to hold office until Mgmt For For the 2023 Annual General Meeting: Geoffrey S. Martha 1i. Election of Director to hold office until Mgmt For For the 2023 Annual General Meeting: Elizabeth G. Nabel, M.D. 1j. Election of Director to hold office until Mgmt For For the 2023 Annual General Meeting: Denise M. O'Leary 1k. Election of Director to hold office until Mgmt For For the 2023 Annual General Meeting: Kendall J. Powell 2. Ratifying, in a non-binding vote, the Mgmt For For appointment of PricewaterhouseCoopers LLP as the Company's independent auditor for fiscal year 2023 and authorizing, in a binding vote, the Board of Directors, acting through the Audit Committee, to set the auditor's remuneration. 3. Approving, on an advisory basis, the Mgmt For For Company's executive compensation. 4. Renewing the Board of Directors' authority Mgmt For For to issue shares under Irish law. 5. Renewing the Board of Directors' authority Mgmt For For to opt out of pre-emption rights under Irish law. 6. Authorizing the Company and any subsidiary Mgmt For For of the Company to make overseas market purchases of Medtronic ordinary shares. -------------------------------------------------------------------------------------------------------------------------- MERCK & CO., INC. Agenda Number: 935809080 -------------------------------------------------------------------------------------------------------------------------- Security: 58933Y105 Meeting Type: Annual Meeting Date: 23-May-2023 Ticker: MRK ISIN: US58933Y1055 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Douglas M. Baker, Jr. Mgmt For For 1b. Election of Director: Mary Ellen Coe Mgmt For For 1c. Election of Director: Pamela J. Craig Mgmt For For 1d. Election of Director: Robert M. Davis Mgmt For For 1e. Election of Director: Thomas H. Glocer Mgmt For For 1f. Election of Director: Risa J. Mgmt For For Lavizzo-Mourey, M.D. 1g. Election of Director: Stephen L. Mayo, Mgmt For For Ph.D. 1h. Election of Director: Paul B. Rothman, M.D. Mgmt For For 1i. Election of Director: Patricia F. Russo Mgmt For For 1j. Election of Director: Christine E. Seidman, Mgmt For For M.D. 1k. Election of Director: Inge G. Thulin Mgmt For For 1l. Election of Director: Kathy J. Warden Mgmt For For 1m. Election of Director: Peter C. Wendell Mgmt For For 2. Non-binding advisory vote to approve the Mgmt For For compensation of our named executive officers. 3. Non-binding advisory vote to approve the Mgmt 1 Year For frequency of future votes to approve the compensation of our named executive officers. 4. Ratification of the appointment of the Mgmt For For Company's independent registered public accounting firm for 2023. 5. Shareholder proposal regarding business Shr Against For operations in China. 6. Shareholder proposal regarding access to Shr Against For COVID-19 products. 7. Shareholder proposal regarding indirect Shr Against For political spending. 8. Shareholder proposal regarding patents and Shr Against For access. 9. Shareholder proposal regarding a congruency Shr Against For report of partnerships with globalist organizations. 10. Shareholder proposal regarding an Shr Against For independent board chairman. -------------------------------------------------------------------------------------------------------------------------- META PLATFORMS, INC. Agenda Number: 935830960 -------------------------------------------------------------------------------------------------------------------------- Security: 30303M102 Meeting Type: Annual Meeting Date: 31-May-2023 Ticker: META ISIN: US30303M1027 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Peggy Alford Mgmt For For Marc L. Andreessen Mgmt For For Andrew W. Houston Mgmt For For Nancy Killefer Mgmt For For Robert M. Kimmitt Mgmt For For Sheryl K. Sandberg Mgmt For For Tracey T. Travis Mgmt For For Tony Xu Mgmt For For Mark Zuckerberg Mgmt For For 2. To ratify the appointment of Ernst & Young Mgmt For For LLP as Meta Platforms, Inc.'s independent registered public accounting firm for the fiscal year ending December 31, 2023. 3. A shareholder proposal regarding government Shr Against For takedown requests. 4. A shareholder proposal regarding dual class Shr Against For capital structure. 5. A shareholder proposal regarding human Shr Against For rights impact assessment of targeted advertising. 6. A shareholder proposal regarding report on Shr Against For lobbying disclosures. 7. A shareholder proposal regarding report on Shr Against For allegations of political entanglement and content management biases in India. 8. A shareholder proposal regarding report on Shr Against For framework to assess company lobbying alignment with climate goals. 9. A shareholder proposal regarding report on Shr Against For reproductive rights and data privacy. 10. A shareholder proposal regarding report on Shr Against For enforcement of Community Standards and user content. 11. A shareholder proposal regarding report on Shr Against For child safety impacts and actual harm reduction to children. 12. A shareholder proposal regarding report on Shr Against For pay calibration to externalized costs. 13. A shareholder proposal regarding Shr Against For performance review of the audit & risk oversight committee. -------------------------------------------------------------------------------------------------------------------------- MICROSOFT CORPORATION Agenda Number: 935722567 -------------------------------------------------------------------------------------------------------------------------- Security: 594918104 Meeting Type: Annual Meeting Date: 13-Dec-2022 Ticker: MSFT ISIN: US5949181045 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Reid G. Hoffman Mgmt For For 1b. Election of Director: Hugh F. Johnston Mgmt For For 1c. Election of Director: Teri L. List Mgmt For For 1d. Election of Director: Satya Nadella Mgmt For For 1e. Election of Director: Sandra E. Peterson Mgmt For For 1f. Election of Director: Penny S. Pritzker Mgmt For For 1g. Election of Director: Carlos A. Rodriguez Mgmt For For 1h. Election of Director: Charles W. Scharf Mgmt For For 1i. Election of Director: John W. Stanton Mgmt For For 1j. Election of Director: John W. Thompson Mgmt For For 1k. Election of Director: Emma N. Walmsley Mgmt For For 1l. Election of Director: Padmasree Warrior Mgmt For For 2. Advisory vote to approve named executive Mgmt For For officer compensation 3. Ratification of the Selection of Deloitte & Mgmt For For Touche LLP as our Independent Auditor for Fiscal Year 2023 4. Shareholder Proposal - Cost/Benefit Shr Against For Analysis of Diversity and Inclusion 5. Shareholder Proposal - Report on Hiring of Shr Against For Persons with Arrest or Incarceration Records 6. Shareholder Proposal - Report on Investment Shr Against For of Retirement Funds in Companies Contributing to Climate Change 7. Shareholder Proposal - Report on Government Shr Against For Use of Microsoft Technology 8. Shareholder Proposal - Report on Shr Against For Development of Products for Military 9. Shareholder Proposal - Report on Tax Shr Against For Transparency -------------------------------------------------------------------------------------------------------------------------- MONDELEZ INTERNATIONAL, INC. Agenda Number: 935809357 -------------------------------------------------------------------------------------------------------------------------- Security: 609207105 Meeting Type: Annual Meeting Date: 17-May-2023 Ticker: MDLZ ISIN: US6092071058 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Lewis W.K. Booth Mgmt For For 1b. Election of Director: Charles E. Bunch Mgmt For For 1c. Election of Director: Ertharin Cousin Mgmt For For 1d. Election of Director: Jorge S. Mesquita Mgmt For For 1e. Election of Director: Anindita Mukherjee Mgmt For For 1f. Election of Director: Jane Hamilton Nielsen Mgmt For For 1g. Election of Director: Patrick T. Siewert Mgmt For For 1h. Election of Director: Michael A. Todman Mgmt For For 1i. Election of Director: Dirk Van de Put Mgmt For For 2. Advisory Vote to Approve Executive Mgmt For For Compensation. 3. Advisory Vote on the Frequency of Future Mgmt 1 Year For Votes to Approve Executive Compensation. 4. Ratification of the Selection of Mgmt For For PricewaterhouseCoopers LLP as Independent Registered Public Accountants for Fiscal Year Ending December 31, 2023. 5. Require Independent Chair of the Board. Shr Against For 6. Publish Annual Benchmarks for Achieving Shr Against For Company's 2025 Cage-Free Egg Goal. 7. Adopt Public Targets to Eradicate Child Shr Against For Labor in Cocoa Supply Chain -------------------------------------------------------------------------------------------------------------------------- MONSTER BEVERAGE CORPORATION Agenda Number: 935852485 -------------------------------------------------------------------------------------------------------------------------- Security: 61174X109 Meeting Type: Annual Meeting Date: 22-Jun-2023 Ticker: MNST ISIN: US61174X1090 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Rodney C. Sacks Mgmt For For Hilton H. Schlosberg Mgmt For For Mark J. Hall Mgmt For For Ana Demel Mgmt For For James L. Dinkins Mgmt For For Gary P. Fayard Mgmt For For Tiffany M. Hall Mgmt For For Jeanne P. Jackson Mgmt For For Steven G. Pizula Mgmt For For Mark S. Vidergauz Mgmt For For 2. Proposal to ratify the appointment of Ernst Mgmt For For & Young LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2023. 3. Proposal to approve, on a non-binding, Mgmt For For advisory basis, the compensation of the Company's named executive officers. 4. Proposal to approve, on a non-binding, Mgmt 1 Year For advisory basis, the frequency with which stockholders will approve the compensation of the Company's named executive officers. 5. Proposal to approve the amendment and Mgmt For For restatement of the Amended and Restated Certificate of Incorporation of the Company, as amended, to increase the number of authorized shares of common stock, par value $0.005 per share, from 1,250,000,000 shares to 5,000,000,000 shares. 6. Proposal to approve the amendment and Mgmt For For restatement of the Amended and Restated Certificate of Incorporation of the Company, as amended, to reflect new Delaware law provisions regarding officer exculpation. -------------------------------------------------------------------------------------------------------------------------- NETFLIX, INC. Agenda Number: 935831126 -------------------------------------------------------------------------------------------------------------------------- Security: 64110L106 Meeting Type: Annual Meeting Date: 01-Jun-2023 Ticker: NFLX ISIN: US64110L1061 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director to hold office until Mgmt For For the 2024 Annual Meeting of Stockholders: Mathias Dopfner 1b. Election of Director to hold office until Mgmt For For the 2024 Annual Meeting of Stockholders: Reed Hastings 1c. Election of Director to hold office until Mgmt For For the 2024 Annual Meeting of Stockholders: Jay Hoag 1d. Election of Director to hold office until Mgmt For For the 2024 Annual Meeting of Stockholders: Ted Sarandos 2. Ratification of appointment of independent Mgmt For For registered public accounting firm. 3. Advisory approval of named executive Mgmt For For officer compensation. 4. Advisory vote on the frequency of future Mgmt 1 Year For advisory votes on executive compensation. 5. Stockholder proposal entitled, "Proposal 5 Shr Against For - Reform the Current Impossible Special Shareholder Meeting Requirements," if properly presented at the meeting. 6. Stockholder proposal entitled, Shr Against For "Netflix-Exclusive Board of Directors," if properly presented at the meeting. 7. Stockholder proposal requesting a report on Shr Against For the Company's 401(K) Plan, if properly presented at the meeting. 8. Stockholder proposal entitled, "Policy on Shr Against For Freedom of Association," if properly presented at the meeting. -------------------------------------------------------------------------------------------------------------------------- NIKE, INC. Agenda Number: 935692803 -------------------------------------------------------------------------------------------------------------------------- Security: 654106103 Meeting Type: Annual Meeting Date: 09-Sep-2022 Ticker: NKE ISIN: US6541061031 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Class B Director: Alan B. Graf, Mgmt For For Jr. 1b. Election of Class B Director: Peter B. Mgmt For For Henry 1c. Election of Class B Director: Michelle A. Mgmt For For Peluso 2. To approve executive compensation by an Mgmt For For advisory vote. 3. To ratify the appointment of Mgmt For For PricewaterhouseCoopers LLP as independent registered public accounting firm. 4. To approve the amendment of the NIKE, Inc. Mgmt For For Employee Stock Purchase Plan to increase authorized shares. 5. To consider a shareholder proposal Shr Against For regarding a policy on China sourcing, if properly presented at the meeting. -------------------------------------------------------------------------------------------------------------------------- NOKIA CORPORATION Agenda Number: 935782931 -------------------------------------------------------------------------------------------------------------------------- Security: 654902204 Meeting Type: Annual Meeting Date: 04-Apr-2023 Ticker: NOK ISIN: US6549022043 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 7 Adoption of the Annual Accounts Mgmt For For 8 Resolution on the use of the profit shown Mgmt For For on the balance sheet and authorization of the Board of Directors to decide on the distribution of dividend and assets from the invested unrestricted equity fund 9 Resolution on the discharge of the members Mgmt For For of the Board of Directors and the President and CEO from liability for the financial year 2022 10 Addressing the Remuneration Report Mgmt For For 11 Resolution on the remuneration to the Mgmt For For members of the Board of Directors 12. Resolution on the number of members of the Mgmt For For Board of Directors 13a Election of Director: Sari Baldauf Mgmt For For 13b Election of Director: Thomas Dannenfeldt Mgmt For For 13c Election of Director: Lisa Hook Mgmt For For 13d Election of Director: Jeanette Horan Mgmt For For 13e Election of Director: Thomas Saueressig Mgmt For For 13f Election of Director: Soren Skou Mgmt For For 13g Election of Director: Carla Smits-Nusteling Mgmt For For 13h Election of Director: Kai oistamo Mgmt For For 13i Election of Director: Timo Ahopelto Mgmt For For 13j Election of Director: Elizabeth Crain Mgmt For For 14 Resolution on the remuneration of the Mgmt For For Auditor 15 Election of Auditor for the financial year Mgmt For For 2024 16 Authorization to the Board of Directors to Mgmt For For resolve to repurchase the Company's own shares 17 Authorization to the Board of Directors to Mgmt For For resolve to issue shares and special rights entitling to shares -------------------------------------------------------------------------------------------------------------------------- NORTHERN TRUST CORPORATION Agenda Number: 935775683 -------------------------------------------------------------------------------------------------------------------------- Security: 665859104 Meeting Type: Annual Meeting Date: 25-Apr-2023 Ticker: NTRS ISIN: US6658591044 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Linda Walker Bynoe Mgmt For For 1b. Election of Director: Susan Crown Mgmt For For 1c. Election of Director: Dean M. Harrison Mgmt For For 1d. Election of Director: Jay L. Henderson Mgmt For For 1e. Election of Director: Marcy S. Klevorn Mgmt For For 1f. Election of Director: Siddharth N. (Bobby) Mgmt For For Mehta 1g. Election of Director: Michael G. O'Grady Mgmt For For 1h. Election of Director: Jose Luis Prado Mgmt For For 1i. Election of Director: Martin P. Slark Mgmt For For 1j. Election of Director: David H. B. Smith, Mgmt For For Jr. 1k. Election of Director: Donald Thompson Mgmt For For 1l. Election of Director: Charles A. Tribbett Mgmt For For III 2. Approval, by an advisory vote, of the 2022 Mgmt For For compensation of the Corporation's named executive officers. 3. Recommendation, by an advisory vote, on the Mgmt 1 Year For frequency with which the Corporation should hold advisory votes on executive compensation. 4. Ratification of the appointment of KPMG LLP Mgmt For For as the Corporation's independent registered public accounting firm for the fiscal year ending December 31, 2023. -------------------------------------------------------------------------------------------------------------------------- NORTHROP GRUMMAN CORPORATION Agenda Number: 935809763 -------------------------------------------------------------------------------------------------------------------------- Security: 666807102 Meeting Type: Annual Meeting Date: 17-May-2023 Ticker: NOC ISIN: US6668071029 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Kathy J. Warden Mgmt For For 1b. Election of Director: David P. Abney Mgmt For For 1c. Election of Director: Marianne C. Brown Mgmt For For 1d. Election of Director: Ann M. Fudge Mgmt For For 1e. Election of Director: Madeleine A. Kleiner Mgmt For For 1f. Election of Director: Arvind Krishna Mgmt For For 1g. Election of Director: Graham N. Robinson Mgmt For For 1h. Election of Director: Kimberly A. Ross Mgmt For For 1i. Election of Director: Gary Roughead Mgmt For For 1j. Election of Director: Thomas M. Schoewe Mgmt For For 1k. Election of Director: James S. Turley Mgmt For For 1l. Election of Director: Mark A. Welsh III Mgmt For For 1m. Election of Director: Mary A. Winston Mgmt For For 2. Proposal to approve, on an advisory basis, Mgmt For For the compensation of the Company's Named Executive Officers. 3. Proposal to vote on the preferred frequency Mgmt 1 Year For of future advisory votes on the compensation of the Company's Named Executive Officers. 4. Proposal to ratify the appointment of Mgmt For For Deloitte & Touche LLP as the Company's Independent Auditor for fiscal year ending December 31, 2023. 5. Proposal to amend the Company's Amended and Mgmt For For Restated Certificate of Incorporation to reduce the threshold to call a special meeting of shareholders. 6. Shareholder proposal to annually conduct an Shr Against For evaluation and issue a report describing the alignment of the Company's political activities with its human rights policy 7. Shareholder proposal to provide for an Shr Against For independent Board chair. -------------------------------------------------------------------------------------------------------------------------- NUCOR CORPORATION Agenda Number: 935795990 -------------------------------------------------------------------------------------------------------------------------- Security: 670346105 Meeting Type: Annual Meeting Date: 11-May-2023 Ticker: NUE ISIN: US6703461052 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Norma B. Clayton Mgmt For For Patrick J. Dempsey Mgmt For For Christopher J. Kearney Mgmt For For Laurette T. Koellner Mgmt For For Michael W. Lamach Mgmt For For Joseph D. Rupp Mgmt For For Leon J. Topalian Mgmt For For Nadja Y. West Mgmt For For 2. Ratification of the appointment of Mgmt For For PricewaterhouseCoopers LLP to serve as Nucor's independent registered public accounting firm for 2023 3. Approval, on an advisory basis, of Nucor's Mgmt For For named executive officer compensation in 2022 4. Advisory vote on the frequency of future Mgmt 1 Year For advisory votes on Nucor's named executive officer compensation -------------------------------------------------------------------------------------------------------------------------- NVIDIA CORPORATION Agenda Number: 935863224 -------------------------------------------------------------------------------------------------------------------------- Security: 67066G104 Meeting Type: Annual Meeting Date: 22-Jun-2023 Ticker: NVDA ISIN: US67066G1040 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Robert K. Burgess Mgmt For For 1b. Election of Director: Tench Coxe Mgmt For For 1c. Election of Director: John O. Dabiri Mgmt For For 1d. Election of Director: Persis S. Drell Mgmt For For 1e. Election of Director: Jen-Hsun Huang Mgmt For For 1f. Election of Director: Dawn Hudson Mgmt For For 1g. Election of Director: Harvey C. Jones Mgmt For For 1h. Election of Director: Michael G. McCaffery Mgmt For For 1i. Election of Director: Stephen C. Neal Mgmt For For 1j. Election of Director: Mark L. Perry Mgmt For For 1k. Election of Director: A. Brooke Seawell Mgmt For For 1l. Election of Director: Aarti Shah Mgmt For For 1m. Election of Director: Mark A. Stevens Mgmt For For 2. Advisory approval of our executive Mgmt For For compensation. 3. Advisory approval of the frequency of Mgmt 1 Year For holding an advisory vote on our executive compensation. 4. Ratification of the selection of Mgmt For For PricewaterhouseCoopers LLP as our independent registered public accounting firm for fiscal year 2024. -------------------------------------------------------------------------------------------------------------------------- ORACLE CORPORATION Agenda Number: 935715182 -------------------------------------------------------------------------------------------------------------------------- Security: 68389X105 Meeting Type: Annual Meeting Date: 16-Nov-2022 Ticker: ORCL ISIN: US68389X1054 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Awo Ablo Mgmt For For Jeffrey S. Berg Mgmt For For Michael J. Boskin Mgmt For For Safra A. Catz Mgmt For For Bruce R. Chizen Mgmt For For George H. Conrades Mgmt For For Lawrence J. Ellison Mgmt For For Rona A. Fairhead Mgmt For For Jeffrey O. Henley Mgmt For For Renee J. James Mgmt For For Charles W. Moorman Mgmt For For Leon E. Panetta Mgmt For For William G. Parrett Mgmt For For Naomi O. Seligman Mgmt For For Vishal Sikka Mgmt For For 2. Advisory Vote to Approve the Compensation Mgmt For For of our Named Executive Officers. 3. Ratification of the Selection of our Mgmt For For Independent Registered Public Accounting Firm. -------------------------------------------------------------------------------------------------------------------------- ORANGE SA Agenda Number: 717162919 -------------------------------------------------------------------------------------------------------------------------- Security: F6866T100 Meeting Type: MIX Meeting Date: 23-May-2023 Ticker: ISIN: FR0000133308 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT FOR SHAREHOLDERS NOT HOLDING SHARES Non-Voting DIRECTLY WITH A FRENCH CUSTODIAN, VOTING INSTRUCTIONS WILL BE FORWARDED TO YOUR GLOBAL CUSTODIAN ON VOTE DEADLINE DATE. THE GLOBAL CUSTODIAN AS THE REGISTERED INTERMEDIARY WILL SIGN THE PROXY CARD AND FORWARD TO THE LOCAL CUSTODIAN FOR LODGMENT CMMT FOR FRENCH MEETINGS 'ABSTAIN' IS A VALID Non-Voting VOTING OPTION. FOR ANY ADDITIONAL RESOLUTIONS RAISED AT THE MEETING THE VOTING INSTRUCTION WILL DEFAULT TO 'AGAINST.' IF YOUR CUSTODIAN IS COMPLETING THE PROXY CARD, THE VOTING INSTRUCTION WILL DEFAULT TO THE PREFERENCE OF YOUR CUSTODIAN CMMT VOTING MUST BE LODGED WITH SHAREHOLDER Non-Voting DETAILS AS PROVIDED BY YOUR CUSTODIAN BANK. IF NO SHAREHOLDER DETAILS ARE PROVIDED, YOUR INSTRUCTIONS MAY BE REJECTED CMMT FOR SHAREHOLDERS HOLDING SHARES DIRECTLY Non-Voting REGISTERED IN THEIR OWN NAME ON THE COMPANY SHARE REGISTER, YOU SHOULD RECEIVE A PROXY CARD/VOTING FORM DIRECTLY FROM THE ISSUER. PLEASE SUBMIT YOUR VOTE DIRECTLY BACK TO THE ISSUER VIA THE PROXY CARD/VOTING FORM, DO NOT SUBMIT YOUR VOTE VIA BROADRIDGE SYSTEMS/PLATFORMS OR YOUR INSTRUCTIONS MAY BE REJECTED CMMT PLEASE NOTE THAT IF YOU HOLD CREST Non-Voting DEPOSITORY INTERESTS (CDIS) AND PARTICIPATE AT THIS MEETING, YOU (OR YOUR CREST SPONSORED MEMBER/CUSTODIAN) WILL BE REQUIRED TO INSTRUCT A TRANSFER OF THE RELEVANT CDIS TO THE ESCROW ACCOUNT SPECIFIED IN THE ASSOCIATED CORPORATE EVENT IN THE CREST SYSTEM. THIS TRANSFER WILL NEED TO BE COMPLETED BY THE SPECIFIED CREST SYSTEM DEADLINE. ONCE THIS TRANSFER HAS SETTLED, THE CDIS WILL BE BLOCKED IN THE CREST SYSTEM. THE CDIS WILL TYPICALLY BE RELEASED FROM ESCROW AS SOON AS PRACTICABLE ON RECORD DATE +1 DAY (OR ON MEETING DATE +1 DAY IF NO RECORD DATE APPLIES) UNLESS OTHERWISE SPECIFIED, AND ONLY AFTER THE AGENT HAS CONFIRMED AVAILABILITY OF THE POSITION. IN ORDER FOR A VOTE TO BE ACCEPTED, THE VOTED POSITION MUST BE BLOCKED IN THE REQUIRED ESCROW ACCOUNT IN THE CREST SYSTEM. BY VOTING ON THIS MEETING, YOUR CREST SPONSORED MEMBER/CUSTODIAN MAY USE YOUR VOTE INSTRUCTION AS THE AUTHORIZATION TO TAKE THE NECESSARY ACTION WHICH WILL INCLUDE TRANSFERRING YOUR INSTRUCTED POSITION TO ESCROW. PLEASE CONTACT YOUR CREST SPONSORED MEMBER/CUSTODIAN DIRECTLY FOR FURTHER INFORMATION ON THE CUSTODY PROCESS AND WHETHER OR NOT THEY REQUIRE SEPARATE INSTRUCTIONS FROM YOU CMMT PLEASE NOTE SHARE BLOCKING WILL APPLY FOR Non-Voting ANY VOTED POSITIONS SETTLING THROUGH EUROCLEAR BANK CMMT INTERMEDIARY CLIENTS ONLY - PLEASE NOTE Non-Voting THAT IF YOU ARE CLASSIFIED AS AN INTERMEDIARY CLIENT UNDER THE SHAREHOLDER RIGHTS DIRECTIVE II, YOU SHOULD BE PROVIDING THE UNDERLYING SHAREHOLDER INFORMATION AT THE VOTE INSTRUCTION LEVEL. IF YOU ARE UNSURE ON HOW TO PROVIDE THIS LEVEL OF DATA TO BROADRIDGE OUTSIDE OF PROXYEDGE, PLEASE SPEAK TO YOUR DEDICATED CLIENT SERVICE REPRESENTATIVE FOR ASSISTANCE CMMT PLEASE NOTE THAT IMPORTANT ADDITIONAL Non-Voting MEETING INFORMATION IS AVAILABLE BY CLICKING ON THE MATERIAL URL LINK: https://www.journal-officiel.gouv.fr/telech argements/BALO/pdf/2023/0421/202304212301015 .pdf 1 APPROVAL OF THE CORPORATE FINANCIAL Mgmt For For STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022 2 APPROVAL OF THE CONSOLIDATED FINANCIAL Mgmt For For STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022 3 ALLOCATION OF INCOME FOR THE FINANCIAL YEAR Mgmt For For ENDED 31 DECEMBER 2022 AS REFLECTED IN THE CORPORATE FINANCIAL STATEMENTS 4 AGREEMENTS REFERRED TO IN ARTICLES L.225-38 Mgmt For For AND FOLLOWING OF THE FRENCH COMMERCIAL CODE 5 RENEWAL OF THE TERM OF OFFICE OF MRS. ANNE Mgmt For For LANGE AS DIRECTOR 6 RENEWAL OF THE TERM OF OFFICE OF MRS. Mgmt For For ANNE-GABRIELLE HEILBRONNER AS INDEPENDENT DIRECTOR 7 RENEWAL OF THE TERM OF OFFICE OF MR. Mgmt Abstain Against ALEXANDRE BOMPARD AS INDEPENDENT DIRECTOR 8 APPOINTMENT OF MR. MOMAR NGUER AS Mgmt For For INDEPENDENT DIRECTOR AS REPLACEMENT FOR MR. JEAN-MICHEL SEVERINO 9 APPOINTMENT OF MR. GILLES GRAPINET AS Mgmt For For INDEPENDENT DIRECTOR AS REPLACEMENT FOR MR. BERNARD RAMANANTSOA, WHO REIGNED 10 APPROVAL OF THE INFORMATION MENTIONED UNDER Mgmt For For THE COMPENSATION POLICY HEADING IN ARTICLE L.22-10-9 I. OF THE FRENCH COMMERCIAL CODE, PURSUANT TO ARTICLE L.22-10-34 I OF THE FRENCH COMMERCIAL CODE 11 APPROVAL OF THE COMPENSATION ELEMENTS PAID Mgmt For For DURING OR AWARDED FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022 TO MR. STEPHANE RICHARD, CHIEF EXECUTIVE OFFICER UNTIL 03 APRIL 2022 INCLUSIVE, PURSUANT TO ARTICLE L.22-10-34 II OF THE FRENCH COMMERCIAL CODE 12 APPROVAL OF THE COMPENSATION ELEMENTS PAID Mgmt For For DURING OR AWARDED FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022 TO MR. STEPHANE RICHARD, CHAIRMAN OF THE BOARD OF DIRECTORS FROM 04 APRIL 2022 TO 19 MAY 2022 INCLUSIVE, PURSUANT TO ARTICLE L.22-10-34 II OF THE FRENCH COMMERCIAL CODE 13 APPROVAL OF THE COMPENSATION ELEMENTS PAID Mgmt For For DURING OR AWARDED FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022 TO MRS. CHRISTEL HEYDEMANN, CHIEF EXECUTIVE OFFICER AS OF 04 APRIL 2022, PURSUANT TO ARTICLE L.22-10-34 II OF THE FRENCH COMMERCIAL CODE 14 APPROVAL OF THE COMPENSATION ELEMENTS PAID Mgmt For For DURING OR AWARDED FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022 TO MR. JACQUES ASCHENBROICH, CHAIRMAN OF THE BOARD OF DIRECTORS AS OF 19 MAY 2022, PURSUANT TO ARTICLE L.22-10-34 II OF THE FRENCH COMMERCIAL CODE 15 APPROVAL OF THE COMPENSATION ELEMENTS PAID Mgmt For For DURING OR AWARDED FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2022 TO MR. RAMON FERNANDEZ, DEPUTY CHIEF EXECUTIVE OFFICER, PURSUANT TO ARTICLE L.22-10-34 II OF THE FRENCH COMMERCIAL CODE 16 APPROVAL OF THE COMPENSATION POLICY OF THE Mgmt For For YEAR 2023 FOR THE CHAIRMAN OF THE BOARD OF DIRECTORS IN ACCORDANCE WITH ARTICLE L.22-10-8 OF THE FRENCH COMMERCIAL CODE 17 APPROVAL OF THE COMPENSATION POLICY OF THE Mgmt For For YEAR 2023 FOR THE CHIEF EXECUTIVE OFFICER, IN ACCORDANCE WITH ARTICLE L.22-10-8 OF THE FRENCH COMMERCIAL CODE 18 APPROVAL OF THE COMPENSATION POLICY OF THE Mgmt For For YEAR 2023 FOR DIRECTORS, IN ACCORDANCE WITH ARTICLE L.22-10-8 OF THE FRENCH COMMERCIAL CODE 19 AUTHORIZATION TO BE GRANTED TO THE BOARD OF Mgmt For For DIRECTORS TO PURCHASE OR TRANSFER COMPANY SHARES 20 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt For For DIRECTORS TO ISSUE SHARES OF THE COMPANY AND COMPLEX TRANSFERABLE SECURITIES, WITH RETENTION OF THE SHAREHOLDERS' PRE-EMPTIVE SUBSCRIPTION RIGHT (TO BE USED ONLY OUTSIDE A PERIOD OF PUBLIC OFFERING ON THE COMPANY'S SECURITIES, EXCEPT SPECIFIC AUTHORIZATION BY THE GENERAL MEETING 21 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt For For DIRECTORS TO ISSUE SHARES OF THE COMPANY AND COMPLEX TRANSFERABLE SECURITIES, WITH CANCELATION OF THE SHAREHOLDERS' PRE-EMPTIVE SUBSCRIPTION RIGHT, UNDER A PUBLIC OFFERING OTHER THAN THOSE REFERRED TO IN ARTICLE L.411-2 OF THE FRENCH MONETARY AND FINANCIAL CODE (TO BE USED ONLY OUTSIDE A PERIOD OF PUBLIC OFFERING ON THE COMPANY'S SECURITIES, EXCEPT SPECIFIC AUTHORIZATION BY THE GENERAL MEETING 22 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt For For DIRECTORS TO ISSUE SHARES OF THE COMPANY AND COMPLEX TRANSFERABLE SECURITIES, WITH CANCELATION OF THE SHAREHOLDERS' PRE-EMPTIVE SUBSCRIPTION RIGHT, UNDER A PUBLIC OFFERING REFERRED TO IN SECTION 1 OF ARTICLE L.411-2 OF THE FRENCH MONETARY AND FINANCIAL CODE (TO BE USED ONLY OUTSIDE A PERIOD OF PUBLIC OFFERING ON THE COMPANY'S SECURITIES, EXCEPT SPECIFIC AUTHORIZATION BY THE GENERAL MEETING 23 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt For For DIRECTORS, IN THE EVENT OF AN ISSUE OF SECURITIES, TO INCREASE THE NUMBER OF SECURITIES TO BE ISSUED (TO BE USED ONLY OUTSIDE A PERIOD OF PUBLIC OFFER ON THE COMPANY'S SECURITIES, EXCEPT SPECIFIC AUTHORIZATION BY THE GENERAL MEETING 24 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt For For DIRECTORS TO ISSUE SHARES AND COMPLEX TRANSFERABLE SECURITIES, WITH CANCELLATION OF THE SHAREHOLDERS' PRE-EMPTIVE SUBSCRIPTION RIGHT, IN THE EVENT OF A PUBLIC EXCHANGE OFFER INITIATED BY THE COMPANY (TO BE USED ONLY OUTSIDE THE PERIOD OF A PUBLIC OFFER ON THE COMPANY'S SECURITIES, EXCEPT SPECIFIC AUTHORIZATION BY THE GENERAL MEETING 25 DELEGATION OF POWERS TO THE BOARD OF Mgmt For For DIRECTORS TO ISSUE SHARES AND COMPLEX TRANSFERABLE SECURITIES, WITH CANCELLATION OF THE SHAREHOLDERS' PRE-EMPTIVE SUBSCRIPTION RIGHT, AS COMPENSATION FOR CONTRIBUTIONS IN KIND GRANTED TO THE COMPANY AND IN THE FORM OF EQUITY SECURITIES OR TRANSFERABLE SECURITIES GRANTING ACCESS TO THE CAPITAL (TO BE USED ONLY OUTSIDE THE PERIOD OF A PUBLIC OFFER ON THE COMPANY'S SECURITIES, EXCEPT SPECIFIC AUTHORIZATION BY THE GENERAL MEETING 26 GLOBAL LIMITATION OF AUTHORISATIONS Mgmt For For 27 AUTHORIZATION GRANTED TO THE BOARD OF Mgmt For For DIRECTORS TO ALLOCATE FREE SHARES OF THE COMPANY TO EXECUTIVE CORPORATE OFFICERS AND CERTAIN EMPLOYEES OF THE ORANGE GROUP, RESULTING IN THE CANCELLATION OF THE SHAREHOLDERS' PRE-EMPTIVE SUBSCRIPTION RIGHT 28 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt For For DIRECTORS TO PROCEED WITH THE ISSUE OF SHARES OR COMPLEX TRANSFERABLE SECURITIES, RESERVED FOR MEMBERS OF SAVINGS PLANS, RESULTING IN THE CANCELLATION OF THE SHAREHOLDERS' PRE-EMPTIVE SUBSCRIPTION RIGHT 29 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt For For DIRECTORS TO INCREASE THE COMPANY'S CAPITAL BY INCORPORATING RESERVES, PROFITS OR PREMIUMS 30 AUTHORIZATION TO THE BOARD OF DIRECTORS TO Mgmt For For REDUCE THE CAPITAL BY CANCELLING SHARES 31 POWERS TO CARRY OUT FORMALITIES Mgmt For For A PLEASE NOTE THAT THIS RESOLUTION IS A Shr Against For SHAREHOLDER PROPOSAL: AMENDMENT TO ARTICLE 13 OF THE BYLAWS ON THE ACCUMULATION OF TERMS OF OFFICE B PLEASE NOTE THAT THIS RESOLUTION IS A Shr Against For SHAREHOLDER PROPOSAL: AMENDMENT TO THE TWENTY-SEVENTH RESOLUTION - AUTHORIZATION GRANTED TO THE BOARD OF DIRECTORS TO PROCEED WITH FREE ALLOCATION OF SHARES OF THE COMPANY TO EXECUTIVE CORPORATE OFFICERS AND CERTAIN EMPLOYEES OF THE ORANGE GROUP, WITH CANCELLATION OF THE SHAREHOLDERS' PRE-EMPTIVE SUBSCRIPTION RIGHT (AMENDMENT TO THE ESG CRITERIA AND ALLOCATION CEILINGS) C PLEASE NOTE THAT THIS RESOLUTION IS A Shr Against For SHAREHOLDER PROPOSAL: AMENDMENT TO THE TWENTY-SEVENTH RESOLUTION - AUTHORIZATION GRANTED TO THE BOARD OF DIRECTORS TO PROCEED WITH FREE ALLOCATION OF SHARES OF THE COMPANY FOR THE BENEFIT OF EXECUTIVE CORPORATE OFFICERS AND CERTAIN EMPLOYEES OF THE ORANGE GROUP, WITH CANCELLATION OF THE SHAREHOLDERS' PRE-EMPTIVE SUBSCRIPTION RIGHT (AMENDMENT TO THE ESG CRITERIA) D PLEASE NOTE THAT THIS RESOLUTION IS A Shr Against For SHAREHOLDER PROPOSAL: AMENDMENT TO THE TWENTY-SEVENTH RESOLUTION - AUTHORIZATION GRANTED TO THE BOARD OF DIRECTORS TO PROCEED WITH EITHER A FREE ALLOCATION OF SHARES OF THE COMPANY FOR THE BENEFIT OF MEMBERS OF THE COMPANY'S EMPLOYEES WITH THE SAME REGULARITY AS THE ALLOCATION OF LTIP FOR THE BENEFIT OF EXECUTIVE CORPORATE OFFICERS AND CERTAIN MEMBERS OF THE ORANGE GROUP'S EMPLOYEES, WITH CANCELLATION OF THE SHAREHOLDERS' PRE-EMPTIVE SUBSCRIPTION RIGHT, OR AN ANNUAL EMPLOYEE SHARE OFFERING ON THE TERMS AND CONDITIONS OF ISSUING COMPLEX SHARES OR TRANSFERABLE SECURITIES, RESERVED FOR MEMBERS OF SAVINGS PLANS, WITH CANCELLATION OF THE SHAREHOLDERS' PRE-EMPTIVE SUBSCRIPTION RIGHT (TWENTY-EIGHTH RESOLUTION) -------------------------------------------------------------------------------------------------------------------------- PEPSICO, INC. Agenda Number: 935784795 -------------------------------------------------------------------------------------------------------------------------- Security: 713448108 Meeting Type: Annual Meeting Date: 03-May-2023 Ticker: PEP ISIN: US7134481081 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Segun Agbaje Mgmt For For 1b. Election of Director: Jennifer Bailey Mgmt For For 1c. Election of Director: Cesar Conde Mgmt For For 1d. Election of Director: Ian Cook Mgmt For For 1e. Election of Director: Edith W. Cooper Mgmt For For 1f. Election of Director: Susan M. Diamond Mgmt For For 1g. Election of Director: Dina Dublon Mgmt For For 1h. Election of Director: Michelle Gass Mgmt For For 1i. Election of Director: Ramon L. Laguarta Mgmt For For 1j. Election of Director: Dave J. Lewis Mgmt For For 1k. Election of Director: David C. Page Mgmt For For 1l. Election of Director: Robert C. Pohlad Mgmt For For 1m. Election of Director: Daniel Vasella Mgmt For For 1n. Election of Director: Darren Walker Mgmt For For 1o. Election of Director: Alberto Weisser Mgmt For For 2. Ratification of the appointment of KPMG LLP Mgmt For For as the Company's independent registered public accounting firm for fiscal year 2023. 3. Advisory approval of the Company's Mgmt For For executive compensation 4. Advisory vote on frequency of future Mgmt 1 Year For shareholder advisory approval of the Company's executive compensation. 5. Shareholder Proposal - Independent Board Shr Against For Chair. 6. Shareholder Proposal - Global Transparency Shr Against For Report. 7. Shareholder Proposal - Report on Impacts of Shr Against For Reproductive Healthcare Legislation 8. Shareholder Proposal - Congruency Report on Shr Against For Net-Zero Emissions Policies. -------------------------------------------------------------------------------------------------------------------------- PFIZER INC. Agenda Number: 935778451 -------------------------------------------------------------------------------------------------------------------------- Security: 717081103 Meeting Type: Annual Meeting Date: 27-Apr-2023 Ticker: PFE ISIN: US7170811035 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Ronald E. Blaylock Mgmt For For 1b. Election of Director: Albert Bourla Mgmt For For 1c. Election of Director: Susan Mgmt For For Desmond-Hellmann 1d. Election of Director: Joseph J. Echevarria Mgmt For For 1e. Election of Director: Scott Gottlieb Mgmt For For 1f. Election of Director: Helen H. Hobbs Mgmt For For 1g. Election of Director: Susan Hockfield Mgmt For For 1h. Election of Director: Dan R. Littman Mgmt For For 1i. Election of Director: Shantanu Narayen Mgmt For For 1j. Election of Director: Suzanne Nora Johnson Mgmt For For 1k. Election of Director: James Quincey Mgmt For For 1l. Election of Director: James C. Smith Mgmt For For 2. Ratify the selection of KPMG LLP as Mgmt For For independent registered public accounting firm for 2023 3. 2023 advisory approval of executive Mgmt For For compensation 4. Advisory vote on frequency of future Mgmt 1 Year For advisory votes to approve executive compensation 5. Shareholder proposal regarding ratification Shr For Against of termination pay 6. Shareholder proposal regarding independent Shr Against For board chairman policy 7. Shareholder proposal regarding transfer of Shr Against For intellectual property to potential COVID-19 manufacturers feasibility report 8. Shareholder proposal regarding impact of Shr Against For extended patent exclusivities on product access report 9. Shareholder proposal regarding political Shr Against For contributions congruency report -------------------------------------------------------------------------------------------------------------------------- PHILIP MORRIS INTERNATIONAL INC. Agenda Number: 935785040 -------------------------------------------------------------------------------------------------------------------------- Security: 718172109 Meeting Type: Annual Meeting Date: 03-May-2023 Ticker: PM ISIN: US7181721090 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Brant Bonin Bough Mgmt For For 1b. Election of Director: Andre Calantzopoulos Mgmt For For 1c. Election of Director: Michel Combes Mgmt For For 1d. Election of Director: Juan Jose Daboub Mgmt For For 1e. Election of Director: Werner Geissler Mgmt For For 1f. Election of Director: Lisa A. Hook Mgmt For For 1g. Election of Director: Jun Makihara Mgmt For For 1h. Election of Director: Kalpana Morparia Mgmt For For 1i. Election of Director: Jacek Olczak Mgmt For For 1j. Election of Director: Robert B. Polet Mgmt For For 1k. Election of Director: Dessislava Temperley Mgmt For For 1l. Election of Director: Shlomo Yanai Mgmt For For 2. Advisory Vote Approving Executive Mgmt For For Compensation 3. Advisory Vote on the Frequency of Future Mgmt 1 Year For Say-On-Pay Votes, with the Board of Directors Recommending a Say-On-Pay Vote 4. Ratification of the Selection of Mgmt For For Independent Auditors 5. Shareholder Proposal to make nicotine level Shr Against For information available to customers and begin reducing nicotine levels -------------------------------------------------------------------------------------------------------------------------- PIONEER NATURAL RESOURCES COMPANY Agenda Number: 935817241 -------------------------------------------------------------------------------------------------------------------------- Security: 723787107 Meeting Type: Annual Meeting Date: 25-May-2023 Ticker: PXD ISIN: US7237871071 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. ELECTION OF DIRECTOR: A.R. Alameddine Mgmt For For 1b. ELECTION OF DIRECTOR: Lori G. Billingsley Mgmt For For 1c. ELECTION OF DIRECTOR: Edison C. Buchanan Mgmt For For 1d. ELECTION OF DIRECTOR: Richard P. Dealy Mgmt For For 1e. ELECTION OF DIRECTOR: Maria S. Dreyfus Mgmt For For 1f. ELECTION OF DIRECTOR: Matthew M. Gallagher Mgmt For For 1g. ELECTION OF DIRECTOR: Phillip A. Gobe Mgmt For For 1h. ELECTION OF DIRECTOR: Stacy P. Methvin Mgmt For For 1i. ELECTION OF DIRECTOR: Royce W. Mitchell Mgmt For For 1j. ELECTION OF DIRECTOR: Scott D. Sheffield Mgmt For For 1k. ELECTION OF DIRECTOR: J. Kenneth Thompson Mgmt For For 1l. ELECTION OF DIRECTOR: Phoebe A. Wood Mgmt For For 2. RATIFICATION OF SELECTION OF ERNST & YOUNG Mgmt For For LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2023. 3. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE Mgmt For For OFFICER COMPENSATION. 4. ADVISORY VOTE TO APPROVE THE FREQUENCY OF Mgmt 1 Year For FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION. -------------------------------------------------------------------------------------------------------------------------- PPG INDUSTRIES, INC. Agenda Number: 935774895 -------------------------------------------------------------------------------------------------------------------------- Security: 693506107 Meeting Type: Annual Meeting Date: 20-Apr-2023 Ticker: PPG ISIN: US6935061076 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 ELECTION OF DIRECTOR TO SERVE IN THE CLASS Mgmt For For WHOSE TERM EXPIRES IN 2025: STEPHEN F. ANGEL 1.2 ELECTION OF DIRECTOR TO SERVE IN THE CLASS Mgmt For For WHOSE TERM EXPIRES IN 2025: HUGH GRANT 1.3 ELECTION OF DIRECTOR TO SERVE IN THE CLASS Mgmt For For WHOSE TERM EXPIRES IN 2025: MELANIE L. HEALEY 1.4 ELECTION OF DIRECTOR TO SERVE IN THE CLASS Mgmt For For WHOSE TERM EXPIRES IN 2025: TIMOTHY M. KNAVISH 1.5 ELECTION OF DIRECTOR TO SERVE IN THE CLASS Mgmt For For WHOSE TERM EXPIRES IN 2025: GUILLERMO NOVO 2. APPROVE THE COMPENSATION OF THE COMPANY'S Mgmt For For NAMED EXECUTIVE OFFICERS ON AN ADVISORY BASIS 3. PROPOSAL TO RECOMMEND THE FREQUENCY OF Mgmt 1 Year For FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION 4. RATIFY THE APPOINTMENT OF Mgmt For For PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2023 5. SHAREHOLDER PROPOSAL TO ADOPT A POLICY Shr Against For REQUIRING AN INDEPENDENT BOARD CHAIR, IF PROPERLY PRESENTED -------------------------------------------------------------------------------------------------------------------------- PROSPECT CAPITAL CORPORATION Agenda Number: 935713354 -------------------------------------------------------------------------------------------------------------------------- Security: 74348T565 Meeting Type: Annual Meeting Date: 09-Dec-2022 Ticker: PSECPR ISIN: US74348T5653 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Election of Class III Director to serve Mgmt For For until the 2025 annual meeting: John F. Barry III 1.2 Election of Class III Director to serve Mgmt For For until the 2025 annual meeting: Eugene S. Stark -------------------------------------------------------------------------------------------------------------------------- PROSPECT CAPITAL CORPORATION Agenda Number: 935789531 -------------------------------------------------------------------------------------------------------------------------- Security: 74348T565 Meeting Type: Special Meeting Date: 09-Jun-2023 Ticker: PSECPR ISIN: US74348T5653 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. To renew the Company's authorization, with Mgmt For For approval of its Board of Directors, to sell shares of its common stock (during the next 12 months) at a price or prices below the Company's then current net asset value per share in one or more offerings subject to certain conditions as set forth in the accompanying proxy statement (including that the number of shares sold on any given date does not exceed 25% of its outstanding common stock immediately prior to such sale). -------------------------------------------------------------------------------------------------------------------------- QUALCOMM INCORPORATED Agenda Number: 935757281 -------------------------------------------------------------------------------------------------------------------------- Security: 747525103 Meeting Type: Annual Meeting Date: 08-Mar-2023 Ticker: QCOM ISIN: US7475251036 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director to hold office until Mgmt For For the next annual meeting of stockholders: Sylvia Acevedo 1b. Election of Director to hold office until Mgmt For For the next annual meeting of stockholders: Cristiano R. Amon 1c. Election of Director to hold office until Mgmt For For the next annual meeting of stockholders: Mark Fields 1d. Election of Director to hold office until Mgmt For For the next annual meeting of stockholders: Jeffrey W. Henderson 1e. Election of Director to hold office until Mgmt For For the next annual meeting of stockholders: Gregory N. Johnson 1f. Election of Director to hold office until Mgmt For For the next annual meeting of stockholders: Ann M. Livermore 1g. Election of Director to hold office until Mgmt For For the next annual meeting of stockholders: Mark D. McLaughlin 1h. Election of Director to hold office until Mgmt For For the next annual meeting of stockholders: Jamie S. Miller 1i. Election of Director to hold office until Mgmt For For the next annual meeting of stockholders: Irene B. Rosenfeld 1j. Election of Director to hold office until Mgmt For For the next annual meeting of stockholders: Kornelis (Neil) Smit 1k. Election of Director to hold office until Mgmt For For the next annual meeting of stockholders: Jean-Pascal Tricoire 1l. Election of Director to hold office until Mgmt For For the next annual meeting of stockholders: Anthony J. Vinciquerra 2. Ratification of the selection of Mgmt For For PricewaterhouseCoopers LLP as our independent public accountants for our fiscal year ending September 24, 2023. 3. Approval of the QUALCOMM Incorporated 2023 Mgmt For For Long-Term Incentive Plan. 4. Approval, on an advisory basis, of the Mgmt For For compensation of our named executive officers. -------------------------------------------------------------------------------------------------------------------------- RAYTHEON TECHNOLOGIES Agenda Number: 935780468 -------------------------------------------------------------------------------------------------------------------------- Security: 75513E101 Meeting Type: Annual Meeting Date: 02-May-2023 Ticker: RTX ISIN: US75513E1010 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Tracy A. Atkinson Mgmt For For 1b. Election of Director: Leanne G. Caret Mgmt For For 1c. Election of Director: Bernard A. Harris, Mgmt For For Jr. 1d. Election of Director: Gregory J. Hayes Mgmt For For 1e. Election of Director: George R. Oliver Mgmt For For 1f. Election of Director: Robert K. (Kelly) Mgmt For For Ortberg 1g. Election of Director: Dinesh C. Paliwal Mgmt For For 1h. Election of Director: Ellen M. Pawlikowski Mgmt For For 1i. Election of Director: Denise L. Ramos Mgmt For For 1j. Election of Director: Fredric G. Reynolds Mgmt For For 1k. Election of Director: Brian C. Rogers Mgmt For For 1l. Election of Director: James A. Winnefeld, Mgmt For For Jr. 1m. Election of Director: Robert O. Work Mgmt For For 2. Advisory Vote to Approve Executive Mgmt For For Compensation 3. Advisory Vote on the Frequency of Mgmt 1 Year For Shareowner Votes on Named Executive Officer Compensation 4. Appoint PricewaterhouseCoopers LLP to Serve Mgmt For For as Independent Auditor for 2023 5. Approve an Amendment to the Restated Mgmt For For Certificate of Incorporation to Repeal Article Ninth 6. Approve an Amendment to the Restated Mgmt For For Certificate of Incorporation to Eliminate Personal Liability of Officers for Monetary Damages for Breach of Fiduciary Duty as an Officer 7. Shareowner Proposal Requesting the Board Shr Against For Adopt an Independent Board Chair Policy 8. Shareowner Proposal Requesting a Report on Shr Against For Greenhouse Gas Reduction Plan -------------------------------------------------------------------------------------------------------------------------- SALESFORCE, INC. Agenda Number: 935846127 -------------------------------------------------------------------------------------------------------------------------- Security: 79466L302 Meeting Type: Annual Meeting Date: 08-Jun-2023 Ticker: CRM ISIN: US79466L3024 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Marc Benioff Mgmt For For 1b. Election of Director: Laura Alber Mgmt For For 1c. Election of Director: Craig Conway Mgmt For For 1d. Election of Director: Arnold Donald Mgmt For For 1e. Election of Director: Parker Harris Mgmt For For 1f. Election of Director: Neelie Kroes Mgmt For For 1g. Election of Director: Sachin Mehra Mgmt For For 1h. Election of Director: Mason Morfit Mgmt For For 1i. Election of Director: Oscar Munoz Mgmt For For 1j. Election of Director: John V. Roos Mgmt For For 1k. Election of Director: Robin Washington Mgmt For For 1l. Election of Director: Maynard Webb Mgmt For For 1m. Election of Director: Susan Wojcicki Mgmt For For 2. Amendment and restatement of our 2013 Mgmt For For Equity Incentive Plan to increase the number of shares reserved for issuance. 3. Ratification of the appointment of Ernst & Mgmt For For Young LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2024. 4. An advisory vote to approve the fiscal 2023 Mgmt For For compensation of our named executive officers. 5. An advisory vote on the frequency of Mgmt 1 Year For holding future advisory votes to approve executive compensation. 6. A stockholder proposal requesting a policy Shr Against For to require the Chair of the Board be an independent member of the Board and not a former CEO of the Company, if properly presented at the meeting. 7. A stockholder proposal requesting a policy Shr Against For to forbid all Company directors from sitting on any other boards, if properly presented at the meeting. -------------------------------------------------------------------------------------------------------------------------- SCHLUMBERGER LIMITED (SCHLUMBERGER N.V.) Agenda Number: 935767105 -------------------------------------------------------------------------------------------------------------------------- Security: 806857108 Meeting Type: Annual Meeting Date: 05-Apr-2023 Ticker: SLB ISIN: AN8068571086 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Peter Coleman Mgmt For For 1b. Election of Director: Patrick de La Mgmt For For Chevardiere 1c. Election of Director: Miguel Galuccio Mgmt For For 1d. Election of Director: Olivier Le Peuch Mgmt For For 1e. Election of Director: Samuel Leupold Mgmt For For 1f. Election of Director: Tatiana Mitrova Mgmt For For 1g. Election of Director: Maria Moraeus Hanssen Mgmt For For 1h. Election of Director: Vanitha Narayanan Mgmt For For 1i. Election of Director: Mark Papa Mgmt For For 1j. Election of Director: Jeff Sheets Mgmt For For 1k. Election of Director: Ulrich Spiesshofer Mgmt For For 2. Advisory vote on the frequency of future Mgmt 1 Year For advisory votes on executive compensation. 3. Advisory approval of our executive Mgmt For For compensation. 4. Approval of our consolidated balance sheet Mgmt For For at December 31, 2022; our consolidated statement of income for the year ended December 31, 2022; and the declarations of dividends by our Board of Directors in 2022, as reflected in our 2022 Annual Report to Shareholders. 5. Ratification of the appointment of Mgmt For For PricewaterhouseCoopers LLP as our independent auditors for 2023. -------------------------------------------------------------------------------------------------------------------------- SERVICENOW, INC. Agenda Number: 935821062 -------------------------------------------------------------------------------------------------------------------------- Security: 81762P102 Meeting Type: Annual Meeting Date: 01-Jun-2023 Ticker: NOW ISIN: US81762P1021 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Susan L. Bostrom Mgmt For For 1b. Election of Director: Teresa Briggs Mgmt For For 1c. Election of Director: Jonathan C. Chadwick Mgmt For For 1d. Election of Director: Paul E. Chamberlain Mgmt For For 1e. Election of Director: Lawrence J. Jackson, Mgmt For For Jr. 1f. Election of Director: Frederic B. Luddy Mgmt For For 1g. Election of Director: William R. McDermott Mgmt For For 1h. Election of Director: Jeffrey A. Miller Mgmt For For 1i. Election of Director: Joseph "Larry" Mgmt For For Quinlan 1j. Election of Director: Anita M. Sands Mgmt For For 2. To approve, on an advisory basis, the Mgmt For For compensation of our Named Executive Officers ("Say-on-Pay"). 3. To ratify PricewaterhouseCoopers LLP as the Mgmt For For independent registered public accounting firm for 2023. 4. To approve the Amended and Restated 2021 Mgmt For For Equity Incentive Plan to increase the number of shares reserved for issuance. 5. To elect Deborah Black as a director. Mgmt For For -------------------------------------------------------------------------------------------------------------------------- SOUTHWEST AIRLINES CO. Agenda Number: 935815413 -------------------------------------------------------------------------------------------------------------------------- Security: 844741108 Meeting Type: Annual Meeting Date: 17-May-2023 Ticker: LUV ISIN: US8447411088 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: David W. Biegler Mgmt For For 1b. Election of Director: J. Veronica Biggins Mgmt For For 1c. Election of Director: Douglas H. Brooks Mgmt For For 1d. Election of Director: Eduardo F. Conrado Mgmt For For 1e. Election of Director: William H. Cunningham Mgmt For For 1f. Election of Director: Thomas W. Gilligan Mgmt For For 1g. Election of Director: David P. Hess Mgmt For For 1h. Election of Director: Robert E. Jordan Mgmt For For 1i. Election of Director: Gary C. Kelly Mgmt For For 1j. Election of Director: Elaine Mendoza Mgmt For For 1k. Election of Director: John T. Montford Mgmt For For 1l. Election of Director: Christopher P. Mgmt For For Reynolds 1m. Election of Director: Ron Ricks Mgmt For For 1n. Election of Director: Jill A. Soltau Mgmt For For 2. Advisory vote to approve the compensation Mgmt For For of the Company's named executive officers. 3. Advisory vote on frequency of votes on Mgmt 1 Year For named executive officer compensation. 4. Ratification of the selection of Ernst & Mgmt For For Young LLP as the Company's independent auditors for the fiscal year ending December 31, 2023. 5. Advisory vote on shareholder proposal to Shr Against For permit shareholder removal of directors without cause. 6. Advisory vote on shareholder proposal to Shr For Against require shareholder ratification of termination pay. -------------------------------------------------------------------------------------------------------------------------- STARBUCKS CORPORATION Agenda Number: 935762193 -------------------------------------------------------------------------------------------------------------------------- Security: 855244109 Meeting Type: Annual Meeting Date: 23-Mar-2023 Ticker: SBUX ISIN: US8552441094 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Richard E. Allison, Mgmt For For Jr. 1b. Election of Director: Andrew Campion Mgmt For For 1c. Election of Director: Beth Ford Mgmt For For 1d. Election of Director: Mellody Hobson Mgmt For For 1e. Election of Director: Jorgen Vig Knudstorp Mgmt For For 1f. Election of Director: Satya Nadella Mgmt For For 1g. Election of Director: Laxman Narasimhan Mgmt For For 1h. Election of Director: Howard Schultz Mgmt For For 2. Approval, on a nonbinding basis, of the Mgmt For For compensation paid to our named executive officers 3. Approval, on a nonbinding basis, of the Mgmt 1 Year For frequency of future advisory votes on executive compensation 4. Ratify the selection of Deloitte & Touche Mgmt For For LLP as our independent registered public accounting firm for fiscal 2023 5. Report on Plant-Based Milk Pricing Shr Against For 6. CEO Succession Planning Policy Amendment Shr Against For 7. Annual Reports on Company Operations in Shr Against For China 8. Assessment of Worker Rights Commitments Shr Against For 9. Creation of Board Committee on Corporate Shr Against For Sustainability -------------------------------------------------------------------------------------------------------------------------- STARWOOD PROPERTY TRUST, INC. Agenda Number: 935782119 -------------------------------------------------------------------------------------------------------------------------- Security: 85571B105 Meeting Type: Annual Meeting Date: 18-May-2023 Ticker: STWD ISIN: US85571B1052 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Richard D. Bronson Mgmt For For Jeffrey G. Dishner Mgmt For For Camille J. Douglas Mgmt For For Deborah L. Harmon Mgmt For For Solomon J. Kumin Mgmt For For Fred Perpall Mgmt For For Fred S. Ridley Mgmt For For Barry S. Sternlicht Mgmt For For Strauss Zelnick Mgmt For For 2. The approval, on an advisory basis, of the Mgmt For For Company's executive compensation. 3. The approval, on an advisory basis, of the Mgmt 1 Year For frequency of the advisory vote on the Company's executive compensation. 4. The ratification of Deloitte & Touche LLP Mgmt For For as the Company's independent registered public accounting firm for the calendar year ending December 31, 2023. -------------------------------------------------------------------------------------------------------------------------- STRYKER CORPORATION Agenda Number: 935785444 -------------------------------------------------------------------------------------------------------------------------- Security: 863667101 Meeting Type: Annual Meeting Date: 10-May-2023 Ticker: SYK ISIN: US8636671013 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Mary K. Brainerd Mgmt For For 1b. Election of Director: Giovanni Caforio, Mgmt For For M.D. 1c. Election of Director: Srikant M. Datar, Mgmt For For Ph.D. 1d. Election of Director: Allan C. Golston Mgmt For For 1e. Election of Director: Kevin A. Lobo (Chair Mgmt For For of the Board, Chief Executive Officer and President) 1f. Election of Director: Sherilyn S. McCoy Mgmt For For (Lead Independent Director) 1g. Election of Director: Andrew K. Silvernail Mgmt For For 1h. Election of Director: Lisa M. Skeete Tatum Mgmt For For 1i. Election of Director: Ronda E. Stryker Mgmt For For 1j. Election of Director: Rajeev Suri Mgmt For For 2. Ratification of Appointment of Ernst & Mgmt For For Young LLP as Our Independent Registered Public Accounting Firm for 2023. 3. Advisory Vote to Approve Named Executive Mgmt For For Officer Compensation. 4. Advisory Vote on the Frequency of Future Mgmt 1 Year For Advisory Votes on Named Executive Officer Compensation. 5. Shareholder Proposal on Political Shr Against For Disclosure. -------------------------------------------------------------------------------------------------------------------------- SYSCO CORPORATION Agenda Number: 935717427 -------------------------------------------------------------------------------------------------------------------------- Security: 871829107 Meeting Type: Annual Meeting Date: 18-Nov-2022 Ticker: SYY ISIN: US8718291078 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Daniel J. Brutto Mgmt For For 1b. Election of Director: Ali Dibadj Mgmt For For 1c. Election of Director: Larry C. Glasscock Mgmt For For 1d. Election of Director: Jill M. Golder Mgmt For For 1e. Election of Director: Bradley M. Halverson Mgmt For For 1f. Election of Director: John M. Hinshaw Mgmt For For 1g. Election of Director: Kevin P. Hourican Mgmt For For 1h. Election of Director: Hans-Joachim Koerber Mgmt For For 1i. Election of Director: Alison Kenney Paul Mgmt For For 1j. Election of Director: Edward D. Shirley Mgmt For For 1k. Election of Director: Sheila G. Talton Mgmt For For 2. To approve, by advisory vote, the Mgmt For For compensation paid to Sysco's named executive officers, as disclosed in Sysco's 2022 proxy statement. 3. To ratify the appointment of Ernst & Young Mgmt For For LLP as Sysco's independent registered public accounting firm for fiscal 2023. 4. To consider a stockholder proposal, if Shr Against For properly presented at the meeting, related to a third party civil rights audit. 5. To consider a stockholder proposal, if Shr Against For properly presented at the meeting, related to third party assessments of supply chain risks. 6. To consider a stockholder proposal, if Shr Against properly presented at the meeting, related to a report on the reduction of plastic packaging use. -------------------------------------------------------------------------------------------------------------------------- TESLA, INC. Agenda Number: 935679540 -------------------------------------------------------------------------------------------------------------------------- Security: 88160R101 Meeting Type: Annual Meeting Date: 04-Aug-2022 Ticker: TSLA ISIN: US88160R1014 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Election of Director: Ira Ehrenpreis Mgmt For For 1.2 Election of Director: Kathleen Mgmt For For Wilson-Thompson 2. Tesla proposal for adoption of amendments Mgmt For For to certificate of incorporation to reduce director terms to two years. 3. Tesla proposal for adoption of amendments Mgmt For For to certificate of incorporation and bylaws to eliminate applicable supermajority voting requirements. 4. Tesla proposal for adoption of amendments Mgmt For For to certificate of incorporation to increase the number of authorized shares of common stock by 4,000,000,000 shares. 5. Tesla proposal to ratify the appointment of Mgmt For For independent registered public accounting firm. 6. Stockholder proposal regarding proxy Shr Against For access. 7. Stockholder proposal regarding annual Shr Against For reporting on anti-discrimination and harassment efforts. 8. Stockholder proposal regarding annual Shr Against For reporting on Board diversity. 9. Stockholder proposal regarding reporting on Shr Against For employee arbitration. 10. Stockholder proposal regarding reporting on Shr Against For lobbying. 11. Stockholder proposal regarding adoption of Shr Against For a freedom of association and collective bargaining policy. 12. Stockholder proposal regarding additional Shr Against For reporting on child labor. 13. Stockholder proposal regarding additional Shr Against For reporting on water risk. -------------------------------------------------------------------------------------------------------------------------- TESLA, INC. Agenda Number: 935804636 -------------------------------------------------------------------------------------------------------------------------- Security: 88160R101 Meeting Type: Annual Meeting Date: 16-May-2023 Ticker: TSLA ISIN: US88160R1014 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1.1 Election of Director: Elon Musk Mgmt For For 1.2 Election of Director: Robyn Denholm Mgmt For For 1.3 Election of Director: JB Straubel Mgmt For For 2. Tesla proposal to approve executive Mgmt For For compensation on a non- binding advisory basis. 3. Tesla proposal to approve the frequency of Mgmt 3 Years For future votes on executive compensation on a non-binding advisory basis. 4. Tesla proposal to ratify the appointment of Mgmt For For independent registered public accounting firm. 5. Stockholder proposal regarding reporting on Shr Against For key-person risk. -------------------------------------------------------------------------------------------------------------------------- THE BANK OF NEW YORK MELLON CORPORATION Agenda Number: 935771180 -------------------------------------------------------------------------------------------------------------------------- Security: 064058100 Meeting Type: Annual Meeting Date: 12-Apr-2023 Ticker: BK ISIN: US0640581007 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Linda Z. Cook Mgmt For For 1b. Election of Director: Joseph J. Echevarria Mgmt For For 1c. Election of Director: M. Amy Gilliland Mgmt For For 1d. Election of Director: Jeffrey A. Goldstein Mgmt For For 1e. Election of Director: K. Guru Gowrappan Mgmt For For 1f. Election of Director: Ralph Izzo Mgmt For For 1g. Election of Director: Sandra E. "Sandie" Mgmt For For O'Connor 1h. Election of Director: Elizabeth E. Robinson Mgmt For For 1i. Election of Director: Frederick O. Terrell Mgmt For For 1j. Election of Director: Robin Vince Mgmt For For 1k. Election of Director: Alfred W. "Al" Zollar Mgmt For For 2. Advisory resolution to approve the 2022 Mgmt For For compensation of our named executive officers. 3. Advisory vote recommending the frequency Mgmt 1 Year For with which we conduct a say-on-pay vote. 4. Ratify the appointment of KPMG LLP as our Mgmt For For independent auditor for 2023. 5. Approve the 2023 Long-Term Incentive Plan. Mgmt For For 6. Stockholder proposal regarding stockholder Shr For Against ratification of certain executive severance payments, if properly presented. -------------------------------------------------------------------------------------------------------------------------- THE CHARLES SCHWAB CORPORATION Agenda Number: 935809523 -------------------------------------------------------------------------------------------------------------------------- Security: 808513105 Meeting Type: Annual Meeting Date: 18-May-2023 Ticker: SCHW ISIN: US8085131055 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of director: Marianne C. Brown Mgmt For For 1b. Election of director: Frank C. Herringer Mgmt For For 1c. Election of director: Gerri K. Mgmt For For Martin-Flickinger 1d. Election of director: Todd M. Ricketts Mgmt For For 1e. Election of director: Carolyn Mgmt For For Schwab-Pomerantz 2. Ratification of the selection of Deloitte & Mgmt For For Touche LLP as independent auditors 3. Advisory vote to approve named executive Mgmt For For officer compensation 4. Frequency of advisory vote on named Mgmt 1 Year For executive officer compensation 5. Stockholder Proposal requesting pay equity Shr Against For disclosure 6. Stockholder Proposal requesting company Shr Against For report on discrimination risk oversight and impact -------------------------------------------------------------------------------------------------------------------------- THE COCA-COLA COMPANY Agenda Number: 935776685 -------------------------------------------------------------------------------------------------------------------------- Security: 191216100 Meeting Type: Annual Meeting Date: 25-Apr-2023 Ticker: KO ISIN: US1912161007 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Herb Allen Mgmt For For 1b. Election of Director: Marc Bolland Mgmt For For 1c. Election of Director: Ana Botin Mgmt For For 1d. Election of Director: Christopher C. Davis Mgmt For For 1e. Election of Director: Barry Diller Mgmt For For 1f. Election of Director: Carolyn Everson Mgmt For For 1g. Election of Director: Helene D. Gayle Mgmt For For 1h. Election of Director: Alexis M. Herman Mgmt For For 1i. Election of Director: Maria Elena Mgmt For For Lagomasino 1j. Election of Director: Amity Millhiser Mgmt For For 1k. Election of Director: James Quincey Mgmt For For 1l. Election of Director: Caroline J. Tsay Mgmt For For 1m. Election of Director: David B. Weinberg Mgmt For For 2. Advisory vote to approve executive Mgmt For For compensation 3. Advisory vote on the frequency of future Mgmt 1 Year For advisory votes to approve executive compensation 4. Ratify the appointment of Ernst & Young LLP Mgmt For For as independent Auditors of the Company to serve for the 2023 fiscal year 5. Shareowner proposal requesting an audit of Shr Against For the Company's impact on nonwhite stakeholders 6. Shareowner proposal requesting a global Shr Against For transparency report 7. Shareowner proposal regarding political Shr Against For expenditures values alignment 8. Shareowner proposal requesting an Shr Against For independent Board chair policy 9. Shareowner proposal requesting a report on Shr Against For risks from state policies restricting reproductive rights -------------------------------------------------------------------------------------------------------------------------- THE ESTEE LAUDER COMPANIES INC. Agenda Number: 935714659 -------------------------------------------------------------------------------------------------------------------------- Security: 518439104 Meeting Type: Annual Meeting Date: 18-Nov-2022 Ticker: EL ISIN: US5184391044 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Class II Director: Ronald S. Mgmt For For Lauder 1b. Election of Class II Director: William P. Mgmt For For Lauder 1c. Election of Class II Director: Richard D. Mgmt For For Parsons 1d. Election of Class II Director: Lynn Mgmt For For Forester de Rothschild 1e. Election of Class II Director: Jennifer Mgmt For For Tejada 1f. Election of Class II Director: Richard F. Mgmt For For Zannino 2. Ratification of appointment of Mgmt For For PricewaterhouseCoopers LLP as independent auditors for the 2023 fiscal year. 3. Advisory vote to approve executive Mgmt For For compensation. -------------------------------------------------------------------------------------------------------------------------- THE HOME DEPOT, INC. Agenda Number: 935795659 -------------------------------------------------------------------------------------------------------------------------- Security: 437076102 Meeting Type: Annual Meeting Date: 18-May-2023 Ticker: HD ISIN: US4370761029 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Gerard J. Arpey Mgmt For For 1b. Election of Director: Ari Bousbib Mgmt For For 1c. Election of Director: Jeffery H. Boyd Mgmt For For 1d. Election of Director: Gregory D. Brenneman Mgmt For For 1e. Election of Director: J. Frank Brown Mgmt For For 1f. Election of Director: Albert P. Carey Mgmt For For 1g. Election of Director: Edward P. Decker Mgmt For For 1h. Election of Director: Linda R. Gooden Mgmt For For 1i. Election of Director: Wayne M. Hewett Mgmt For For 1j. Election of Director: Manuel Kadre Mgmt For For 1k. Election of Director: Stephanie C. Linnartz Mgmt For For 1l. Election of Director: Paula Santilli Mgmt For For 1m. Election of Director: Caryn Seidman-Becker Mgmt For For 2. Ratification of the Appointment of KPMG LLP Mgmt For For 3. Advisory Vote to Approve Executive Mgmt For For Compensation ("Say-on-Pay") 4. Advisory Vote on the Frequency of Future Mgmt 1 Year For Say-on-Pay Votes 5. Shareholder Proposal Regarding Amendment of Shr Against For Shareholder Written Consent Right 6. Shareholder Proposal Regarding Independent Shr Against For Board Chair 7. Shareholder Proposal Regarding Political Shr Against For Contributions Congruency Analysis 8. Shareholder Proposal Regarding Rescission Shr Against For of Racial Equity Audit Proposal Vote 9. Shareholder Proposal Regarding Senior Shr Against For Management Commitment to Avoid Political Speech -------------------------------------------------------------------------------------------------------------------------- THE PROCTER & GAMBLE COMPANY Agenda Number: 935703149 -------------------------------------------------------------------------------------------------------------------------- Security: 742718109 Meeting Type: Annual Meeting Date: 11-Oct-2022 Ticker: PG ISIN: US7427181091 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. ELECTION OF DIRECTOR: B. Marc Allen Mgmt For For 1b. ELECTION OF DIRECTOR: Angela F. Braly Mgmt For For 1c. ELECTION OF DIRECTOR: Amy L. Chang Mgmt For For 1d. ELECTION OF DIRECTOR: Joseph Jimenez Mgmt For For 1e. ELECTION OF DIRECTOR: Christopher Mgmt For For Kempczinski 1f. ELECTION OF DIRECTOR: Debra L. Lee Mgmt For For 1g. ELECTION OF DIRECTOR: Terry J. Lundgren Mgmt For For 1h. ELECTION OF DIRECTOR: Christine M. McCarthy Mgmt For For 1i. ELECTION OF DIRECTOR: Jon R. Moeller Mgmt For For 1j. ELECTION OF DIRECTOR: Rajesh Subramaniam Mgmt For For 1k. ELECTION OF DIRECTOR: Patricia A. Woertz Mgmt For For 2. Ratify Appointment of the Independent Mgmt For For Registered Public Accounting Firm 3. Advisory Vote to Approve the Company's Mgmt For For Executive Compensation (the "Say on Pay" vote) -------------------------------------------------------------------------------------------------------------------------- THE TJX COMPANIES, INC. Agenda Number: 935847509 -------------------------------------------------------------------------------------------------------------------------- Security: 872540109 Meeting Type: Annual Meeting Date: 06-Jun-2023 Ticker: TJX ISIN: US8725401090 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Jose B. Alvarez Mgmt For For 1b. Election of Director: Alan M. Bennett Mgmt For For 1c. Election of Director: Rosemary T. Berkery Mgmt For For 1d. Election of Director: David T. Ching Mgmt For For 1e. Election of Director: C. Kim Goodwin Mgmt For For 1f. Election of Director: Ernie Herrman Mgmt For For 1g. Election of Director: Amy B. Lane Mgmt For For 1h. Election of Director: Carol Meyrowitz Mgmt For For 1i. Election of Director: Jackwyn L. Nemerov Mgmt For For 2. Ratification of appointment of Mgmt For For PricewaterhouseCoopers as TJX's independent registered public accounting firm for fiscal 2024. 3. Advisory approval of TJX's executive Mgmt For For compensation (the say-on-pay vote). 4. Advisory approval of the frequency of TJX's Mgmt 1 Year For say-on-pay votes. 5. Shareholder proposal for a report on Shr Against For effectiveness of social compliance efforts in TJX's supply chain. 6. Shareholder proposal for a report on risk Shr Against For to TJX from supplier misclassification of supplier's employees. 7. Shareholder proposal to adopt a paid sick Shr Against For leave policy for all Associates. -------------------------------------------------------------------------------------------------------------------------- THE WALT DISNEY COMPANY Agenda Number: 935766595 -------------------------------------------------------------------------------------------------------------------------- Security: 254687106 Meeting Type: Annual Meeting Date: 03-Apr-2023 Ticker: DIS ISIN: US2546871060 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Mary T. Barra Mgmt For For 1b. Election of Director: Safra A. Catz Mgmt For For 1c. Election of Director: Amy L. Chang Mgmt For For 1d. Election of Director: Francis A. deSouza Mgmt For For 1e. Election of Director: Carolyn N. Everson Mgmt For For 1f. Election of Director: Michael B.G. Froman Mgmt For For 1g. Election of Director: Robert A. Iger Mgmt For For 1h. Election of Director: Maria Elena Mgmt For For Lagomasino 1i. Election of Director: Calvin R. McDonald Mgmt For For 1j. Election of Director: Mark G. Parker Mgmt For For 1k. Election of Director: Derica W. Rice Mgmt For For 2. Ratification of the appointment of Mgmt For For PricewaterhouseCoopers LLP as the Company's independent registered public accountants for fiscal 2023. 3. Consideration of an advisory vote to Mgmt For For approve executive compensation. 4. Consideration of an advisory vote on the Mgmt 1 Year For frequency of advisory votes on executive compensation. 5. Shareholder proposal, if properly presented Shr Against For at the meeting, requesting a report on operations related to China. 6. Shareholder proposal, if properly presented Shr Against For at the meeting, requesting charitable contributions disclosure. 7. Shareholder proposal, if properly presented Shr Against For at the meeting, requesting a political expenditures report. -------------------------------------------------------------------------------------------------------------------------- THERMO FISHER SCIENTIFIC INC. Agenda Number: 935803709 -------------------------------------------------------------------------------------------------------------------------- Security: 883556102 Meeting Type: Annual Meeting Date: 24-May-2023 Ticker: TMO ISIN: US8835561023 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Marc N. Casper Mgmt For For 1b. Election of Director: Nelson J. Chai Mgmt For For 1c. Election of Director: Ruby R. Chandy Mgmt For For 1d. Election of Director: C. Martin Harris Mgmt For For 1e. Election of Director: Tyler Jacks Mgmt For For 1f. Election of Director: R. Alexandra Keith Mgmt For For 1g. Election of Director: James C. Mullen Mgmt For For 1h. Election of Director: Lars R. Sorensen Mgmt For For 1i. Election of Director: Debora L. Spar Mgmt For For 1j. Election of Director: Scott M. Sperling Mgmt For For 1k. Election of Director: Dion J. Weisler Mgmt For For 2. An advisory vote to approve named executive Mgmt For For officer compensation. 3. An advisory vote on the frequency of future Mgmt 1 Year For named executive officer advisory votes. 4. Ratification of the Audit Committee's Mgmt For For selection of PricewaterhouseCoopers LLP as the Company's independent auditors for 2023. 5. Approval of the Company's Amended and Mgmt For For Restated 2013 Stock Incentive Plan. 6. Approval of the Company's 2023 Global Mgmt For For Employee Stock Purchase Plan. -------------------------------------------------------------------------------------------------------------------------- ULTA BEAUTY, INC. Agenda Number: 935831241 -------------------------------------------------------------------------------------------------------------------------- Security: 90384S303 Meeting Type: Annual Meeting Date: 01-Jun-2023 Ticker: ULTA ISIN: US90384S3031 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Michelle L. Collins Mgmt For For 1b. Election of Director: Patricia A. Little Mgmt For For 1c. Election of Director: Heidi G. Petz Mgmt For For 1d. Election of Director: Michael C. Smith Mgmt For For 2. To approve an amendment to our Certificate Mgmt For For of Incorporation to declassify our Board of Directors and provide for the annual election of directors. 3. To approve amendments to our Bylaws to Mgmt For For provide that directors may be removed by the holders of a majority of the shares then entitled to vote at an election of directors and, if Proposal 2 is approved, with or without cause. 4. To approve an amendment to our Certificate Mgmt For For of Incorporation to replace all supermajority voting standards for amendments to the Certificate of Incorporation with a majority standard. 5. To approve an amendment to our Bylaws to Mgmt For For replace all supermajority voting standards for amendments to the Bylaws with a majority standard. 6. To ratify the appointment of Ernst & Young Mgmt For For LLP as our independent registered public accounting firm for our fiscal year 2023, ending February 3, 2024. 7. Advisory resolution to approve the Mgmt For For Company's executive compensation. 8. Advisory vote on the frequency of future Mgmt 1 Year For advisory votes on the Company's executive compensation. -------------------------------------------------------------------------------------------------------------------------- UNITEDHEALTH GROUP INCORPORATED Agenda Number: 935835237 -------------------------------------------------------------------------------------------------------------------------- Security: 91324P102 Meeting Type: Annual Meeting Date: 05-Jun-2023 Ticker: UNH ISIN: US91324P1021 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Timothy Flynn Mgmt For For 1b. Election of Director: Paul Garcia Mgmt For For 1c. Election of Director: Kristen Gil Mgmt For For 1d. Election of Director: Stephen Hemsley Mgmt For For 1e. Election of Director: Michele Hooper Mgmt For For 1f. Election of Director: F. William McNabb III Mgmt For For 1g. Election of Director: Valerie Montgomery Mgmt For For Rice, M.D. 1h. Election of Director: John Noseworthy, M.D. Mgmt For For 1i. Election of Director: Andrew Witty Mgmt For For 2. Advisory approval of the Company's Mgmt For For executive compensation. 3. Advisory approval of the frequency of Mgmt 1 Year For holding future say-on-pay votes. 4. Ratification of the appointment of Deloitte Mgmt For For & Touche LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2023. 5. If properly presented at the 2023 Annual Shr Against For Meeting of Shareholders, the shareholder proposal seeking a third-party racial equity audit. 6. If properly presented at the 2023 Annual Shr Against For Meeting of Shareholders, the shareholder proposal requiring a political contributions congruency report. 7. If properly presented at the 2023 Annual Shr For Against Meeting of Shareholders, the shareholder proposal seeking shareholder ratification of termination pay. -------------------------------------------------------------------------------------------------------------------------- VALERO ENERGY CORPORATION Agenda Number: 935793706 -------------------------------------------------------------------------------------------------------------------------- Security: 91913Y100 Meeting Type: Annual Meeting Date: 09-May-2023 Ticker: VLO ISIN: US91913Y1001 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director to serve until the Mgmt For For 2024 Annual meeting: Fred M. Diaz 1b. Election of Director to serve until the Mgmt For For 2024 Annual meeting: H. Paulett Eberhart 1c. Election of Director to serve until the Mgmt For For 2024 Annual meeting: Marie A. Ffolkes 1d. Election of Director to serve until the Mgmt For For 2024 Annual meeting: Joseph W. Gorder 1e. Election of Director to serve until the Mgmt For For 2024 Annual meeting: Kimberly S. Greene 1f. Election of Director to serve until the Mgmt For For 2024 Annual meeting: Deborah P. Majoras 1g. Election of Director to serve until the Mgmt For For 2024 Annual meeting: Eric D. Mullins 1h. Election of Director to serve until the Mgmt For For 2024 Annual meeting: Donald L. Nickles 1i. Election of Director to serve until the Mgmt For For 2024 Annual meeting: Robert A. Profusek 1j. Election of Director to serve until the Mgmt For For 2024 Annual meeting: Randall J. Weisenburger 1k. Election of Director to serve until the Mgmt For For 2024 Annual meeting: Rayford Wilkins, Jr. 2. Ratify the appointment of KPMG LLP as Mgmt For For Valero's independent registered public accounting firm for 2023. 3. Advisory vote to approve the 2022 Mgmt For For compensation of named executive officers. 4. Advisory vote to recommend the frequency of Mgmt 1 Year For stockholder advisory votes on compensation of named executive officers. 5. Stockholder proposal to set different GHG Shr Against For emissions reductions targets (Scopes 1, 2, and 3). 6. Stockholder proposal to oversee and issue Shr Against For an additional racial equity audit and report. -------------------------------------------------------------------------------------------------------------------------- VISA INC. Agenda Number: 935745779 -------------------------------------------------------------------------------------------------------------------------- Security: 92826C839 Meeting Type: Annual Meeting Date: 24-Jan-2023 Ticker: V ISIN: US92826C8394 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Lloyd A. Carney Mgmt For For 1b. Election of Director: Kermit R. Crawford Mgmt For For 1c. Election of Director: Francisco Javier Mgmt For For Fernandez-Carbajal 1d. Election of Director: Alfred F. Kelly, Jr. Mgmt For For 1e. Election of Director: Ramon Laguarta Mgmt For For 1f. Election of Director: Teri L. List Mgmt For For 1g. Election of Director: John F. Lundgren Mgmt For For 1h. Election of Director: Denise M. Morrison Mgmt For For 1i. Election of Director: Linda J. Rendle Mgmt For For 1j. Election of Director: Maynard G. Webb, Jr. Mgmt For For 2. To approve, on an advisory basis, the Mgmt For For compensation paid to our named executive officers. 3. To hold an advisory vote on the frequency Mgmt 1 Year For of future advisory votes to approve executive compensation. 4. To ratify the appointment of KPMG LLP as Mgmt For For our independent registered public accounting firm for fiscal year 2023. 5. To vote on a stockholder proposal Shr Against For requesting an independent board chair policy. -------------------------------------------------------------------------------------------------------------------------- VULCAN MATERIALS COMPANY Agenda Number: 935788200 -------------------------------------------------------------------------------------------------------------------------- Security: 929160109 Meeting Type: Annual Meeting Date: 12-May-2023 Ticker: VMC ISIN: US9291601097 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Melissa H. Anderson Mgmt For For 1b. Election of Director: O. B. Grayson Hall, Mgmt For For Jr. 1c. Election of Director: Lydia H. Kennard Mgmt For For 1d. Election of Director: James T. Prokopanko Mgmt For For 1e. Election of Director: George Willis Mgmt For For 2. Approval, on an advisory basis, of the Mgmt For For compensation of our named executive officers. 3. Advisory vote on the frequency of future Mgmt 1 Year For advisory votes on executive compensation. 4. Ratification of the appointment of Deloitte Mgmt For For & Touche LLP as our independent registered public accounting firm for 2023. -------------------------------------------------------------------------------------------------------------------------- WALGREENS BOOTS ALLIANCE, INC. Agenda Number: 935747280 -------------------------------------------------------------------------------------------------------------------------- Security: 931427108 Meeting Type: Annual Meeting Date: 26-Jan-2023 Ticker: WBA ISIN: US9314271084 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Janice M. Babiak Mgmt For For 1b. Election of Director: Inderpal S. Bhandari Mgmt For For 1c. Election of Director: Rosalind G. Brewer Mgmt For For 1d. Election of Director: Ginger L. Graham Mgmt For For 1e. Election of Director: Bryan C. Hanson Mgmt For For 1f. Election of Director: Valerie B. Jarrett Mgmt For For 1g. Election of Director: John A. Lederer Mgmt For For 1h. Election of Director: Dominic P. Murphy Mgmt For For 1i. Election of Director: Stefano Pessina Mgmt For For 1j. Election of Director: Nancy M. Schlichting Mgmt For For 2. Advisory vote to approve named executive Mgmt For For officer compensation. 3. Ratification of the appointment of Deloitte Mgmt For For & Touche LLP as the independent registered public accounting firm for fiscal year 2023. 4. Stockholder proposal requesting report on Shr Against For public health costs due to tobacco product sales and the impact on overall market returns. 5. Stockholder proposal requesting an Shr Against For independent board chairman. -------------------------------------------------------------------------------------------------------------------------- WALMART INC. Agenda Number: 935833144 -------------------------------------------------------------------------------------------------------------------------- Security: 931142103 Meeting Type: Annual Meeting Date: 31-May-2023 Ticker: WMT ISIN: US9311421039 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Cesar Conde Mgmt For For 1b. Election of Director: Timothy P. Flynn Mgmt For For 1c. Election of Director: Sarah J. Friar Mgmt For For 1d. Election of Director: Carla A. Harris Mgmt For For 1e. Election of Director: Thomas W. Horton Mgmt For For 1f. Election of Director: Marissa A. Mayer Mgmt For For 1g. Election of Director: C. Douglas McMillon Mgmt For For 1h. Election of Director: Gregory B. Penner Mgmt For For 1i. Election of Director: Randall L. Stephenson Mgmt For For 1j. Election of Director: S. Robson Walton Mgmt For For 1k. Election of Director: Steuart L. Walton Mgmt For For 2. Advisory Vote on the Frequency of Future Mgmt 1 Year For Say-On-Pay Votes. 3. Advisory Vote to Approve Named Executive Mgmt For For Officer Compensation. 4. Ratification of Ernst & Young LLP as Mgmt For For Independent Accountants. 5. Policy Regarding Worker Pay in Executive Shr Against For Compensation. 6. Report on Human Rights Due Diligence. Shr Against For 7. Racial Equity Audit. Shr Against For 8. Racial and Gender Layoff Diversity Report. Shr Against For 9. Request to Require Shareholder Approval of Shr Against For Certain Future Bylaw Amendments. 10. Report on Reproductive Rights and Data Shr Against For Privacy. 11. Communist China Risk Audit. Shr Against For 12. Workplace Safety & Violence Review. Shr Against For -------------------------------------------------------------------------------------------------------------------------- WELLS FARGO & COMPANY Agenda Number: 935776774 -------------------------------------------------------------------------------------------------------------------------- Security: 949746101 Meeting Type: Annual Meeting Date: 25-Apr-2023 Ticker: WFC ISIN: US9497461015 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1a. Election of Director: Steven D. Black Mgmt For For 1b. Election of Director: Mark A. Chancy Mgmt For For 1c. Election of Director: Celeste A. Clark Mgmt For For 1d. Election of Director: Theodore F. Craver, Mgmt For For Jr. 1e. Election of Director: Richard K. Davis Mgmt For For 1f. Election of Director: Wayne M. Hewett Mgmt For For 1g. Election of Director: CeCelia ("CeCe") G. Mgmt For For Morken 1h. Election of Director: Maria R. Morris Mgmt For For 1i. Election of Director: Felicia F. Norwood Mgmt For For 1j. Election of Director: Richard B. Payne, Jr. Mgmt For For 1k. Election of Director: Ronald L. Sargent Mgmt For For 1l. Election of Director: Charles W. Scharf Mgmt For For 1m. Election of Director: Suzanne M. Vautrinot Mgmt For For 2. Advisory resolution to approve executive Mgmt For For compensation (Say on Pay). 3. Advisory resolution on the frequency of Mgmt 1 Year For future advisory votes to approve executive compensation (Say on Frequency). 4. Ratify the appointment of KPMG LLP as the Mgmt For For Company's independent registered public accounting firm for 2023. 5. Shareholder Proposal - Adopt Simple Shr Against For Majority Vote. 6. Shareholder Proposal - Report on Congruency Shr Against For of Political Spending. 7. Shareholder Proposal - Climate Lobbying Shr Against For Report. 8. Shareholder Proposal - Climate Transition Shr Against For Report. 9. Shareholder Proposal - Fossil Fuel Lending Shr Against For Policy. 10. Shareholder Proposal - Annual Report on Shr Against For Prevention of Workplace Harassment and Discrimination. 11. Shareholder Proposal - Policy on Freedom of Shr Against For Association and Collective Bargaining. * 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) CALAMOS STRATEGIC TOTAL RETURN FUND By (Signature) /s/ John P. Calamos, Sr. Name John P. Calamos, Sr. Title President Date 08/28/2023