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UNITED STATES Washington, D.C. 20549 |
OMB APPROVAL | ||
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OMB Number: |
3235-0582 | |||
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Expires: |
March 31, 2018 | |||
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Estimated average burden hours per response. . . . . . . . . . . . . .7.2 | ||||
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number 811-21584
The Victory Institutional Funds
(Exact name of registrant as specified in charter)
|
3435 Stelzer Road Columbus, Ohio |
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43219 |
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(Address of principal executive offices) |
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(Zip code) |
John Danko
Citi Fund Services
3435 Stelzer Road
Columbus, Ohio 43219
Registrant’s telephone number, including area code: 866-689-6999
Date of fiscal year end: 10/31
Date of reporting period: 7/1/2014 – 6/30/2015
Item 1. Proxy Voting Record.
FORM N-PX
ICA File Number: 811-21584
Registrant Name: VIctory Institutional Portfolios
Reporting Period: 07/01/2014 - 06/30/2015
Victory Institutional Diversified Stock Fund
| ABBOTT LABORATORIES
Meeting Date: APR 24, 2015 Record Date: FEB 25, 2015 Meeting Type: ANNUAL |
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Ticker: ABT
Security ID: 002824100 |
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| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1.1 | Elect Director Robert J. Alpern | Management | For | For |
| 1.2 | Elect Director Roxanne S. Austin | Management | For | For |
| 1.3 | Elect Director Sally E. Blount | Management | For | For |
| 1.4 | Elect Director W. James Farrell | Management | For | For |
| 1.5 | Elect Director Edward M. Liddy | Management | For | For |
| 1.6 | Elect Director Nancy McKinstry | Management | For | For |
| 1.7 | Elect Director Phebe N. Novakovic | Management | For | For |
| 1.8 | Elect Director William A. Osborn | Management | For | For |
| 1.9 | Elect Director Samuel C. Scott, III | Management | For | For |
| 1.10 | Elect Director Glenn F. Tilton | Management | For | For |
| 1.11 | Elect Director Miles D. White | Management | For | For |
| 2 | Ratify Ernst & Young LLP as Auditors | Management | For | For |
| 3 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 4 | Report on Products Containing GE Ingredients | Shareholder | Against | Against |
| 5 | Require Independent Board Chairman | Shareholder | Against | For |
| AIR PRODUCTS AND CHEMICALS, INC.
Meeting Date: JAN 22, 2015 Record Date: NOV 28, 2014 Meeting Type: ANNUAL |
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Ticker: APD
Security ID: 009158106 |
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| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1a | Elect Director Susan K. Carter | Management | For | For |
| 1b | Elect Director Seifollah (Seifi) Ghasemi | Management | For | For |
| 1c | Elect Director David H. Y. Ho | Management | For | For |
| 2 | Ratify Auditors | Management | For | For |
| 3 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| AMERICAN EXPRESS COMPANY
Meeting Date: MAY 11, 2015 Record Date: MAR 13, 2015 Meeting Type: ANNUAL |
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Ticker: AXP
Security ID: 025816109 |
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| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1a | Elect Director Charlene Barshefsky | Management | For | For |
| 1b | Elect Director Ursula M. Burns | Management | For | For |
| 1c | Elect Director Kenneth I. Chenault | Management | For | For |
| 1d | Elect Director Peter Chernin | Management | For | For |
| 1e | Elect Director Anne Lauvergeon | Management | For | For |
| 1f | Elect Director Michael O. Leavitt | Management | For | For |
| 1g | Elect Director Theodore J. Leonsis | Management | For | For |
| 1h | Elect Director Richard C. Levin | Management | For | For |
| 1i | Elect Director Samuel J. Palmisano | Management | For | For |
| 1j | Elect Director Daniel L. Vasella | Management | For | For |
| 1k | Elect Director Robert D. Walter | Management | For | For |
| 1l | Elect Director Ronald A. Williams | Management | For | For |
| 2 | Ratify PricewaterhouseCoopers LLP as Auditors | Management | For | For |
| 3 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 4 | Prepare Employment Diversity Report | Shareholder | Against | Against |
| 5 | Report on Board Oversight of Privacy and Data Security and Requests for Customer Information | Shareholder | Against | Against |
| 6 | Provide Right to Act by Written Consent | Shareholder | Against | For |
| 7 | Report on Lobbying Payments and Policy | Shareholder | Against | For |
| 8 | Require Independent Board Chairman | Shareholder | Against | Against |
| ANHEUSER-BUSCH INBEV SA
Meeting Date: APR 29, 2015 Record Date: MAR 20, 2015 Meeting Type: ANNUAL/SPECIAL |
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Ticker: ABI
Security ID: 03524A108 |
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| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| A1 | Amend Articles Re: Remove References to Bearer Shares | Management | For | For |
| B1 | Receive Directors' Reports (Non-Voting) | Management | None | None |
| B2 | Receive Auditors' Reports (Non-Voting) | Management | None | None |
| B3 | Receive Consolidated Financial Statements and Statutory Reports (Non-Voting) | Management | None | None |
| B4 | Approve Financial Statements, Allocation of Income, and Dividends of EUR 3.00 per Share | Management | For | For |
| B5 | Approve Discharge of Directors | Management | For | For |
| B6 | Approve Discharge of Auditors | Management | For | For |
| B7a | Reelect Michele Burns as Independent Director | Management | For | For |
| B7b | Reelect Olivier Goudet as Independent Director | Management | For | For |
| B7c | Elect Kasper Rosted as Independent Director | Management | For | For |
| B7d | Reelect Paul Cornet de Ways Ruart as Director | Management | For | Against |
| B7e | Reelect Stefan Descheemaeker as Director | Management | For | Against |
| B8a | Approve Remuneration Report | Management | For | Against |
| B8b | Proposal to Increase Remuneration of Audit Committee Chairman | Management | For | For |
| B8c | Approve Non-Employee Director Stock Option Plan and According Stock Option Grants to Non-Executive Directors | Management | For | Against |
| C1 | Authorize Implementation of Approved Resolutions and Filing of Required Documents/Formalities at Trade Registry | Management | For | For |
| APPLE INC.
Meeting Date: MAR 10, 2015 Record Date: JAN 09, 2015 Meeting Type: ANNUAL |
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Ticker: AAPL
Security ID: 037833100 |
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| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1.1 | Elect Director Tim Cook | Management | For | For |
| 1.2 | Elect Director Al Gore | Management | For | For |
| 1.3 | Elect Director Bob Iger | Management | For | For |
| 1.4 | Elect Director Andrea Jung | Management | For | For |
| 1.5 | Elect Director Art Levinson | Management | For | For |
| 1.6 | Elect Director Ron Sugar | Management | For | For |
| 1.7 | Elect Director Sue Wagner | Management | For | For |
| 2 | Ratify Ernst & Young LLP as Auditors | Management | For | For |
| 3 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | Against |
| 4 | Approve Qualified Employee Stock Purchase Plan | Management | For | For |
| 5 | Report on Risks Associated with Repeal of Climate Change Policies | Shareholder | Against | Against |
| 6 | Adopt Proxy Access Right | Shareholder | Against | For |
| APPLIED MATERIALS, INC.
Meeting Date: APR 02, 2015 Record Date: FEB 11, 2015 Meeting Type: ANNUAL |
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Ticker: AMAT
Security ID: 038222105 |
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| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1a | Elect Director Aart J. de Geus | Management | For | For |
| 1b | Elect Director Gary E. Dickerson | Management | For | For |
| 1c | Elect Director Stephen R. Forrest | Management | For | For |
| 1d | Elect Director Thomas J. Iannotti | Management | For | For |
| 1e | Elect Director Susan M. James | Management | For | For |
| 1f | Elect Director Alexander A. Karsner | Management | For | For |
| 1g | Elect Director Dennis D. Powell | Management | For | For |
| 1h | Elect Director Willem P. Roelandts | Management | For | For |
| 1i | Elect Director Michael R. Splinter | Management | For | For |
| 1j | Elect Director Robert H. Swan | Management | For | For |
| 2 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 3 | Ratify KPMG LLP as Auditors | Management | For | For |
| BANK OF AMERICA CORPORATION
Meeting Date: MAY 06, 2015 Record Date: MAR 11, 2015 Meeting Type: ANNUAL |
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Ticker: BAC
Security ID: 060505104 |
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| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1a | Elect Director Sharon L. Allen | Management | For | Against |
| 1b | Elect Director Susan S. Bies | Management | For | For |
| 1c | Elect Director Jack O. Bovender, Jr. | Management | For | For |
| 1d | Elect Director Frank P. Bramble, Sr. | Management | For | Against |
| 1e | Elect Director Pierre J. P. de Weck | Management | For | For |
| 1f | Elect Director Arnold W. Donald | Management | For | For |
| 1g | Elect Director Charles K. Gifford | Management | For | For |
| 1h | Elect Director Linda P. Hudson | Management | For | For |
| 1i | Elect Director Monica C. Lozano | Management | For | For |
| 1j | Elect Director Thomas J. May | Management | For | Against |
| 1k | Elect Director Brian T. Moynihan | Management | For | For |
| 1l | Elect Director Lionel L. Nowell, III | Management | For | Against |
| 1m | Elect Director R. David Yost | Management | For | For |
| 2 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 3 | Ratify PricewaterhouseCoopers LLP as Auditors | Management | For | For |
| 4 | Amend Omnibus Stock Plan | Management | For | For |
| 5 | Report on Climate Change Financing Risk | Shareholder | Against | Against |
| 6 | Report on Lobbying Payments and Policy | Shareholder | Against | For |
| 7 | Provide Right to Act by Written Consent | Shareholder | Against | For |
| 8 | Establish Other Governance Board Committee | Shareholder | Against | Against |
| BAXTER INTERNATIONAL INC.
Meeting Date: MAY 05, 2015 Record Date: MAR 11, 2015 Meeting Type: ANNUAL |
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Ticker: BAX
Security ID: 071813109 |
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| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1a | Elect Director Uma Chowdhry | Management | For | For |
| 1b | Elect Director James R. Gavin, III | Management | For | For |
| 1c | Elect Director Peter S. Hellman | Management | For | For |
| 1d | Elect Director K. J. Storm | Management | For | For |
| 2 | Ratify PricewaterhouseCoopers LLP as Auditors | Management | For | For |
| 3 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 4 | Approve Omnibus Stock Plan | Management | For | For |
| 5 | Pro-rata Vesting of Equity Awards | Shareholder | Against | For |
| 6 | Require Independent Board Chairman | Shareholder | Against | For |
| CHESAPEAKE ENERGY CORPORATION
Meeting Date: MAY 22, 2015 Record Date: MAR 23, 2015 Meeting Type: ANNUAL |
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Ticker: CHK
Security ID: 165167107 |
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| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1a | Elect Director Archie W. Dunham | Management | For | For |
| 1b | Elect Director Vincent J. Intrieri | Management | For | For |
| 1c | Elect Director Robert D. Lawler | Management | For | For |
| 1d | Elect Director John J. Lipinski | Management | For | For |
| 1e | Elect Director R. Brad Martin | Management | For | For |
| 1f | Elect Director Merrill A. 'Pete' Miller, Jr. | Management | For | For |
| 1g | Elect Director Frederic M. Poses | Management | For | For |
| 1h | Elect Director Kimberly K. Querrey | Management | For | For |
| 1i | Elect Director Louis A. Raspino | Management | For | For |
| 1j | Elect Director Thomas L. Ryan | Management | For | For |
| 2 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 3 | Ratify PricewaterhouseCoopers LLP as Auditors | Management | For | For |
| 4 | Require Director Nominee with Environmental Experience | Shareholder | Against | Against |
| 5 | Report on Capital Expenditure Strategy with Respect to Climate Change Policy | Shareholder | Against | Against |
| 6 | Report on Political Contributions | Shareholder | Against | For |
| 7 | Establish Risk Oversight Committee | Shareholder | Against | Against |
| CISCO SYSTEMS, INC.
Meeting Date: NOV 20, 2014 Record Date: SEP 22, 2014 Meeting Type: ANNUAL |
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Ticker: CSCO
Security ID: 17275R102 |
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| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1a | Elect Director Carol A. Bartz | Management | For | For |
| 1b | Elect Director M. Michele Burns | Management | For | For |
| 1c | Elect Director Michael D. Capellas | Management | For | For |
| 1d | Elect Director John T. Chambers | Management | For | For |
| 1e | Elect Director Brian L. Halla | Management | For | For |
| 1f | Elect Director John L. Hennessy | Management | For | For |
| 1g | Elect Director Kristina M. Johnson | Management | For | For |
| 1h | Elect Director Roderick C. McGeary | Management | For | For |
| 1i | Elect Director Arun Sarin | Management | For | For |
| 1j | Elect Director Steven M. West | Management | For | For |
| 2 | Amend Qualified Employee Stock Purchase Plan | Management | For | For |
| 3 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 4 | Ratify Auditors | Management | For | For |
| 5 | Establish Public Policy Board Committee | Shareholder | Against | Against |
| 6 | Adopt Proxy Access Right | Shareholder | Against | Against |
| 7 | Report on Political Contributions | Shareholder | Against | For |
| CITIGROUP INC.
Meeting Date: APR 28, 2015 Record Date: FEB 27, 2015 Meeting Type: ANNUAL |
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Ticker: C
Security ID: 172967424 |
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| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1a | Elect Director Michael L. Corbat | Management | For | For |
| 1b | Elect Director Duncan P. Hennes | Management | For | For |
| 1c | Elect Director Peter B. Henry | Management | For | For |
| 1d | Elect Director Franz B. Humer | Management | For | For |
| 1e | Elect Director Michael E. O'Neill | Management | For | For |
| 1f | Elect Director Gary M. Reiner | Management | For | For |
| 1g | Elect Director Judith Rodin | Management | For | For |
| 1h | Elect Director Anthony M. Santomero | Management | For | For |
| 1i | Elect Director Joan E. Spero | Management | For | For |
| 1j | Elect Director Diana L. Taylor | Management | For | For |
| 1k | Elect Director William S. Thompson, Jr. | Management | For | For |
| 1l | Elect Director James S. Turley | Management | For | For |
| 1m | Elect Director Ernesto Zedillo Ponce de Leon | Management | For | For |
| 2 | Ratify KPMG LLP as Auditors | Management | For | For |
| 3 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 4 | Amend Omnibus Stock Plan | Management | For | For |
| 5 | Adopt Proxy Access Right | Shareholder | For | For |
| 6 | Report on Lobbying Payments and Policy | Shareholder | Against | For |
| 7 | Claw-back of Payments under Restatements | Shareholder | Against | Against |
| 8 | Limits for Directors Involved with Bankruptcy | Shareholder | Against | Against |
| 9 | Report on Certain Vesting Program | Shareholder | Against | For |
| COMCAST CORPORATION
Meeting Date: OCT 08, 2014 Record Date: AUG 18, 2014 Meeting Type: SPECIAL |
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Ticker: CMCSA
Security ID: 20030N101 |
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| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1 | Issue Shares in Connection with Acquisition | Management | For | For |
| 2 | Adjourn Meeting | Management | For | For |
| COMCAST CORPORATION
Meeting Date: MAY 21, 2015 Record Date: MAR 12, 2015 Meeting Type: ANNUAL |
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|
Ticker: CMCSA
Security ID: 20030N101 |
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| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1.1 | Elect Director Kenneth J. Bacon | Management | For | For |
| 1.2 | Elect Director Sheldon M. Bonovitz | Management | For | For |
| 1.3 | Elect Director Edward D. Breen | Management | For | For |
| 1.4 | Elect Director Joseph J. Collins | Management | For | For |
| 1.5 | Elect Director J. Michael Cook | Management | For | For |
| 1.6 | Elect Director Gerald L. Hassell | Management | For | For |
| 1.7 | Elect Director Jeffrey A. Honickman | Management | For | For |
| 1.8 | Elect Director Eduardo G. Mestre | Management | For | For |
| 1.9 | Elect Director Brian L. Roberts | Management | For | For |
| 1.10 | Elect Director Ralph J. Roberts | Management | For | For |
| 1.11 | Elect Director Johnathan A. Rodgers | Management | For | For |
| 1.12 | Elect Director Judith Rodin | Management | For | For |
| 2 | Ratify Deloitte & Touche LLP as Auditors | Management | For | For |
| 3 | Amend Executive Incentive Bonus Plan | Management | For | For |
| 4 | Report on Lobbying Payments and Policy | Shareholder | Against | For |
| 5 | Pro-rata Vesting of Equity Awards | Shareholder | Against | For |
| 6 | Approve Recapitalization Plan for all Stock to Have One-vote per Share | Shareholder | Against | For |
| CVS HEALTH CORPORATION
Meeting Date: MAY 07, 2015 Record Date: MAR 12, 2015 Meeting Type: ANNUAL |
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Ticker: CVS
Security ID: 126650100 |
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| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1a | Elect Director Richard M. Bracken | Management | For | For |
| 1b | Elect Director C. David Brown, II | Management | For | For |
| 1c | Elect Director Alecia A. DeCoudreaux | Management | For | For |
| 1d | Elect Director Nancy-Ann M. DeParle | Management | For | For |
| 1e | Elect Director David W. Dorman | Management | For | For |
| 1f | Elect Director Anne M. Finucane | Management | For | For |
| 1g | Elect Director Larry J. Merlo | Management | For | For |
| 1h | Elect Director Jean-Pierre Millon | Management | For | For |
| 1i | Elect Director Richard J. Swift | Management | For | For |
| 1j | Elect Director William C. Weldon | Management | For | For |
| 1k | Elect Director Tony L. White | Management | For | For |
| 2 | Ratify Ernst & Young LLP as Auditors | Management | For | For |
| 3 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 4 | Amend Omnibus Stock Plan | Management | For | For |
| 5 | Report on Consistency Between Corporate Values and Political Contributions | Shareholder | Against | Against |
| DANAHER CORPORATION
Meeting Date: MAY 07, 2015 Record Date: MAR 09, 2015 Meeting Type: ANNUAL |
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|
Ticker: DHR
Security ID: 235851102 |
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| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1.1 | Elect Director Donald J. Ehrlich | Management | For | For |
| 1.2 | Elect Director Linda Hefner Filler | Management | For | For |
| 1.3 | Elect Director Thomas P. Joyce, Jr. | Management | For | For |
| 1.4 | Elect Director Teri List-Stoll | Management | For | For |
| 1.5 | Elect Director Walter G. Lohr, Jr. | Management | For | For |
| 1.6 | Elect Director Mitchell P. Rales | Management | For | For |
| 1.7 | Elect Director Steven M. Rales | Management | For | For |
| 1.8 | Elect Director John T. Schwieters | Management | For | For |
| 1.9 | Elect Director Alan G. Spoon | Management | For | For |
| 1.10 | Elect Director Elias A. Zerhouni | Management | For | For |
| 2 | Ratify Ernst & Young LLP as Auditors | Management | For | For |
| 3 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 4 | Report on Political Contributions | Shareholder | Against | For |
| DIAGEO PLC
Meeting Date: SEP 18, 2014 Record Date: AUG 12, 2014 Meeting Type: ANNUAL |
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Ticker: DGE
Security ID: 25243Q205 |
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| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1 | Accept Financial Statements and Statutory Reports | Management | For | For |
| 2 | Approve Remuneration Report | Management | For | For |
| 3 | Approve Remuneration Policy | Management | For | For |
| 4 | Approve Final Dividend | Management | For | For |
| 5 | Re-elect Peggy Bruzelius as Director | Management | For | For |
| 6 | Re-elect Laurence Danon as Director | Management | For | For |
| 7 | Re-elect Lord Davies of Abersoch as Director | Management | For | For |
| 8 | Re-elect Ho KwonPing as Director | Management | For | For |
| 9 | Re-elect Betsy Holden as Director | Management | For | For |
| 10 | Re-elect Dr Franz Humer as Director | Management | For | For |
| 11 | Re-elect Deirdre Mahlan as Director | Management | For | For |
| 12 | Re-elect Ivan Menezes as Director | Management | For | For |
| 13 | Re-elect Philip Scott as Director | Management | For | For |
| 14 | Elect Nicola Mendelsohn as Director | Management | For | For |
| 15 | Elect Alan Stewart as Director | Management | For | For |
| 16 | Reappoint KPMG LLP as Auditors | Management | For | For |
| 17 | Authorise Board to Fix Remuneration of Auditors | Management | For | For |
| 18 | Authorise Issue of Equity with Pre-emptive Rights | Management | For | For |
| 19 | Authorise Issue of Equity without Pre-emptive Rights | Management | For | For |
| 20 | Authorise Market Purchase of Ordinary Shares | Management | For | For |
| 21 | Authorise EU Political Donations and Expenditure | Management | For | For |
| 22 | Approve 2014 Long Term Incentive Plan | Management | For | For |
| ELI LILLY AND COMPANY
Meeting Date: MAY 04, 2015 Record Date: FEB 27, 2015 Meeting Type: ANNUAL |
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Ticker: LLY
Security ID: 532457108 |
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| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1.1a | Elect Director Katherine Baicker | Management | For | For |
| 1.1b | Elect Director J. Erik Fyrwald | Management | For | For |
| 1.1c | Elect Director Ellen R. Marram | Management | For | For |
| 1.1d | Elect Director Jackson P. Tai | Management | For | For |
| 2 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 3 | Ratify Ernst & Young LLP as Auditors | Management | For | For |
| EMC CORPORATION
Meeting Date: APR 30, 2015 Record Date: FEB 27, 2015 Meeting Type: ANNUAL |
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Ticker: EMC
Security ID: 268648102 |
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| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1.1a | Elect Director Jose E. Almeida | Management | For | For |
| 1.1b | Elect Director Michael W. Brown | Management | For | For |
| 1.1c | Elect Director Donald J. Carty | Management | For | For |
| 1.1d | Elect Director Randolph L. Cowen | Management | For | For |
| 1.1e | Elect Director James S. DiStasio | Management | For | For |
| 1.1f | Elect Director John R. Egan | Management | For | For |
| 1.1g | Elect Director William D. Green | Management | For | For |
| 1.1h | Elect Director Edmund F. Kelly | Management | For | For |
| 1.1i | Elect Director Jami Miscik | Management | For | For |
| 1.1j | Elect Director Paul Sagan | Management | For | For |
| 1.1k | Elect Director David N. Strohm | Management | For | For |
| 1.1l | Elect Director Joseph M. Tucci | Management | For | For |
| 2 | Ratify PricewaterhouseCoopers LLP as Auditors | Management | For | For |
| 3 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 4 | Amend Omnibus Stock Plan | Management | For | For |
| 5 | Require Independent Board Chairman | Shareholder | Against | For |
| FACEBOOK, INC.
Meeting Date: JUN 11, 2015 Record Date: APR 13, 2015 Meeting Type: ANNUAL |
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|
Ticker: FB
Security ID: 30303M102 |
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| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1.1 | Elect Director Marc L. Andreessen | Management | For | For |
| 1.2 | Elect Director Erskine B. Bowles | Management | For | For |
| 1.3 | Elect Director Susan D. Desmond-Hellmann | Management | For | For |
| 1.4 | Elect Director Reed Hastings | Management | For | For |
| 1.5 | Elect Director Jan Koum | Management | For | Withhold |
| 1.6 | Elect Director Sheryl K. Sandberg | Management | For | Withhold |
| 1.7 | Elect Director Peter A. Thiel | Management | For | For |
| 1.8 | Elect Director Mark Zuckerberg | Management | For | Withhold |
| 2 | Ratify Ernst & Young LLP as Auditors | Management | For | For |
| 3 | Amend Omnibus Stock Plan | Management | For | Against |
| 4 | Approve Recapitalization Plan for all Stock to Have One-vote per Share | Shareholder | Against | For |
| 5 | Report on Sustainability | Shareholder | Against | Against |
| 6 | Report on Human Rights Risk Assessment Process | Shareholder | Against | Against |
| H&R BLOCK, INC.
Meeting Date: SEP 11, 2014 Record Date: JUL 11, 2014 Meeting Type: ANNUAL |
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|
Ticker: HRB
Security ID: 093671105 |
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| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1a | Elect Director Paul J. Brown | Management | For | For |
| 1b | Elect Director William C. Cobb | Management | For | For |
| 1c | Elect Director Robert A. Gerard | Management | For | For |
| 1d | Elect Director David Baker Lewis | Management | For | For |
| 1e | Elect Director Victoria J. Reich | Management | For | For |
| 1f | Elect Director Bruce C. Rohde | Management | For | For |
| 1g | Elect Director Tom D. Seip | Management | For | For |
| 1h | Elect Director Christianna Wood | Management | For | For |
| 1i | Elect Director James F. Wright | Management | For | For |
| 2 | Ratify Auditors | Management | For | For |
| 3 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 4 | Amend Executive Incentive Bonus Plan | Management | For | For |
| 5 | Report on Political Contributions | Shareholder | Against | For |
| HILTON WORLDWIDE HOLDINGS INC.
Meeting Date: MAY 06, 2015 Record Date: MAR 12, 2015 Meeting Type: ANNUAL |
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|
Ticker: HLT
Security ID: 43300A104 |
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| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1.1 | Elect Director Christopher J. Nassetta | Management | For | Withhold |
| 1.2 | Elect Director Jonathan D. Gray | Management | For | Withhold |
| 1.3 | Elect Director Michael S. Chae | Management | For | Withhold |
| 1.4 | Elect Director Tyler S. Henritze | Management | For | Withhold |
| 1.5 | Elect Director Judith A. McHale | Management | For | For |
| 1.6 | Elect Director John G. Schreiber | Management | For | Withhold |
| 1.7 | Elect Director Elizabeth A. Smith | Management | For | For |
| 1.8 | Elect Director Douglas M. Steenland | Management | For | For |
| 1.9 | Elect Director William J. Stein | Management | For | Withhold |
| 2 | Ratify Ernst & Young LLP as Auditors | Management | For | For |
| 3 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| JOHNSON CONTROLS, INC.
Meeting Date: JAN 28, 2015 Record Date: NOV 20, 2014 Meeting Type: ANNUAL |
||||
|
Ticker: JCI
Security ID: 478366107 |
||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1.1 | Elect Director Natalie A. Black | Management | For | For |
| 1.2 | Elect Director Raymond L. Conner | Management | For | For |
| 1.3 | Elect Director Richard Goodman | Management | For | For |
| 1.4 | Elect Director William H. Lacy | Management | For | For |
| 1.5 | Elect Director Alex A. Molinaroli | Management | For | For |
| 1.6 | Elect Director Mark P. Vergnano | Management | For | For |
| 2 | Ratify Auditors | Management | For | For |
| 3 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| MASCO CORPORATION
Meeting Date: MAY 04, 2015 Record Date: MAR 13, 2015 Meeting Type: ANNUAL |
||||
|
Ticker: MAS
Security ID: 574599106 |
||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1a | Elect Director Mark R. Alexander | Management | For | For |
| 1b | Elect Director Richard A. Manoogian | Management | For | For |
| 1c | Elect Director John C. Plant | Management | For | For |
| 1d | Elect Director Mary Ann Van Lokeren | Management | For | For |
| 2 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 3 | Ratify PricewaterhouseCoopers LLP as Auditors | Management | For | For |
| MEDTRONIC, INC.
Meeting Date: JAN 06, 2015 Record Date: NOV 18, 2014 Meeting Type: SPECIAL |
||||
|
Ticker: MDT
Security ID: 585055106 |
||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1 | Approve Merger Agreement | Management | For | For |
| 2 | Approve Reduction of Share Premium Account | Management | For | For |
| 3 | Advisory Vote on Golden Parachutes | Management | For | For |
| 4 | Adjourn Meeting | Management | For | For |
| MERCK & CO., INC.
Meeting Date: MAY 26, 2015 Record Date: MAR 31, 2015 Meeting Type: ANNUAL |
||||
|
Ticker: MRK
Security ID: 58933Y105 |
||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1a | Elect Director Leslie A. Brun | Management | For | For |
| 1b | Elect Director Thomas R. Cech | Management | For | For |
| 1c | Elect Director Kenneth C. Frazier | Management | For | For |
| 1d | Elect Director Thomas H. Glocer | Management | For | For |
| 1e | Elect Director William B. Harrison, Jr. | Management | For | For |
| 1f | Elect Director C. Robert Kidder | Management | For | For |
| 1g | Elect Director Rochelle B. Lazarus | Management | For | For |
| 1h | Elect Director Carlos E. Represas | Management | For | For |
| 1i | Elect Director Patricia F. Russo | Management | For | For |
| 1j | Elect Director Craig B. Thompson | Management | For | For |
| 1k | Elect Director Wendell P. Weeks | Management | For | For |
| 1l | Elect Director Peter C. Wendell | Management | For | For |
| 2 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 3 | Ratify PricewaterhouseCoopers LLP as Auditors | Management | For | For |
| 4 | Amend Omnibus Stock Plan | Management | For | For |
| 5 | Amend Executive Incentive Bonus Plan | Management | For | For |
| 6 | Provide Right to Act by Written Consent | Shareholder | Against | For |
| 7 | Pro-rata Vesting of Equity Awards | Shareholder | Against | For |
| NEWELL RUBBERMAID INC.
Meeting Date: MAY 12, 2015 Record Date: MAR 16, 2015 Meeting Type: ANNUAL |
||||
|
Ticker: NWL
Security ID: 651229106 |
||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1a | Elect Director Thomas E. Clarke | Management | For | For |
| 1b | Elect Director Kevin C. Conroy | Management | For | For |
| 1c | Elect Director Scott S. Cowen | Management | For | For |
| 1d | Elect Director Michael T. Cowhig | Management | For | For |
| 1e | Elect Director Domenico De Sole | Management | For | For |
| 1f | Elect Director Cynthia A. Montgomery | Management | For | For |
| 1g | Elect Director Christopher D. O'Leary | Management | For | For |
| 1h | Elect Director Jose Ignacio Perez-Lizaur | Management | For | For |
| 1i | Elect Director Michael B. Polk | Management | For | For |
| 1j | Elect Director Steven J. Strobel | Management | For | For |
| 1k | Elect Director Michael A. Todman | Management | For | For |
| 1l | Elect Director Raymond G. Viault | Management | For | For |
| 2 | Ratify Ernst & Young LLP as Auditors | Management | For | For |
| 3 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 4 | Amend Articles Call Special Meetings | Shareholder | Against | Against |
| NIELSEN N.V.
Meeting Date: JUN 26, 2015 Record Date: MAY 29, 2015 Meeting Type: ANNUAL |
||||
|
Ticker: NLSN
Security ID: N63218106 |
||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1 | Amend Articles of Association in Connection with the Merger and Authorize Any and All Lawyers and (Deputy) Civil Law Notaries Practicing at Clifford Chance, LLP to Execute the Notarial Deed of Amendment of the Articles of Association | Management | For | For |
| 2 | Approve Corporate Reorganization | Management | For | For |
| 3 | Adopt Financial Statements and Statutory Reports | Management | For | For |
| 4 | Approve Discharge of Board of Directors | Management | For | For |
| 5a | Elect Director James A. Attwood, Jr. | Management | For | For |
| 5b | Elect Director Dwight M. Barns | Management | For | For |
| 5c | Elect Director David L. Calhoun | Management | For | For |
| 5d | Elect Director Karen M. Hoguet | Management | For | For |
| 5e | Elect Director James M. Kilts | Management | For | For |
| 5f | Elect Director Harish Manwani | Management | For | For |
| 5g | Elect Director Kathryn V. Marinello | Management | For | For |
| 5h | Elect Director Alexander Navab | Management | For | For |
| 5i | Elect Director Robert C. Pozen | Management | For | For |
| 5j | Elect Director Vivek Y. Ranadive | Management | For | For |
| 5k | Elect Director Javier G. Teruel | Management | For | For |
| 6 | Ratify Ernst & Young LLP as Auditors | Management | For | For |
| 7 | Appoint Ernst and Young Accountants LLP to Audit the Dutch Statutory Annual Accounts | Management | For | For |
| 8 | Authorize Repurchase of Up to 10 Percent of Issued Share Capital | Management | For | For |
| 9 | Advisory Vote to Approve Remuneration of Executives | Management | For | For |
| OCCIDENTAL PETROLEUM CORPORATION
Meeting Date: MAY 01, 2015 Record Date: MAR 10, 2015 Meeting Type: ANNUAL |
||||
|
Ticker: OXY
Security ID: 674599105 |
||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1.1 | Elect Director Spencer Abraham | Management | For | For |
| 1.2 | Elect Director Howard I. Atkins | Management | For | For |
| 1.3 | Elect Director Eugene L. Batchelder | Management | For | For |
| 1.4 | Elect Director Stephen I. Chazen | Management | For | For |
| 1.5 | Elect Director John E. Feick | Management | For | For |
| 1.6 | Elect Director Margaret M. Foran | Management | For | For |
| 1.7 | Elect Director Carlos M. Gutierrez | Management | For | For |
| 1.8 | Elect Director William R. Klesse | Management | For | For |
| 1.9 | Elect Director Avedick B. Poladian | Management | For | For |
| 1.10 | Elect Director Elisse B. Walter | Management | For | For |
| 2 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 3 | Approve Omnibus Stock Plan | Management | For | For |
| 4 | Ratify KPMG LLP as Auditors | Management | For | For |
| 5 | Claw-back of Payments under Restatements | Shareholder | Against | For |
| 6 | Adopt Proxy Access Right | Shareholder | Against | For |
| 7 | Report on Methane and Flaring Emissions Management and Reduction Targets | Shareholder | Against | Against |
| 8 | Review and Assess Membership of Lobbying Organizations | Shareholder | Against | For |
| PFIZER INC.
Meeting Date: APR 23, 2015 Record Date: FEB 25, 2015 Meeting Type: ANNUAL |
||||
|
Ticker: PFE
Security ID: 717081103 |
||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1.1 | Elect Director Dennis A. Ausiello | Management | For | For |
| 1.2 | Elect Director W. Don Cornwell | Management | For | For |
| 1.3 | Elect Director Frances D. Fergusson | Management | For | For |
| 1.4 | Elect Director Helen H. Hobbs | Management | For | For |
| 1.5 | Elect Director James M. Kilts | Management | For | For |
| 1.6 | Elect Director Shantanu Narayen | Management | For | For |
| 1.7 | Elect Director Suzanne Nora Johnson | Management | For | For |
| 1.8 | Elect Director Ian C. Read | Management | For | For |
| 1.9 | Elect Director Stephen W. Sanger | Management | For | For |
| 1.10 | Elect Director James C. Smith | Management | For | For |
| 1.11 | Elect Director Marc Tessier-Lavigne | Management | For | For |
| 2 | Ratify KPMG LLP as Auditors | Management | For | For |
| 3 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 4 | Review and Assess Membership of Lobbying Organizations | Shareholder | Against | Against |
| PVH CORP.
Meeting Date: JUN 18, 2015 Record Date: APR 23, 2015 Meeting Type: ANNUAL |
||||
|
Ticker: PVH
Security ID: 693656100 |
||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1.1 | Elect Director Mary Baglivo | Management | For | For |
| 1.2 | Elect Director Brent Callinicos | Management | For | For |
| 1.3 | Elect Director Emanuel Chirico | Management | For | For |
| 1.4 | Elect Director Juan R. Figuereo | Management | For | For |
| 1.5 | Elect Director Joseph B. Fuller | Management | For | For |
| 1.6 | Elect Director Fred Gehring | Management | For | For |
| 1.7 | Elect Director V. James Marino | Management | For | For |
| 1.8 | Elect Director G. Penny McIntyre | Management | For | For |
| 1.9 | Elect Director Henry Nasella | Management | For | For |
| 1.10 | Elect Director Edward R. Rosenfeld | Management | For | For |
| 1.11 | Elect Director Craig Rydin | Management | For | For |
| 2 | Amend Omnibus Stock Plan | Management | For | For |
| 3 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 4 | Ratify Ernst & Young LLP as Auditors | Management | For | For |
| REGIONS FINANCIAL CORPORATION
Meeting Date: APR 23, 2015 Record Date: FEB 23, 2015 Meeting Type: ANNUAL |
||||
|
Ticker: RF
Security ID: 7591EP100 |
||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1.1a | Elect Director George W. Bryan | Management | For | For |
| 1.1b | Elect Director Carolyn H. Byrd | Management | For | For |
| 1.1c | Elect Director David J. Cooper, Sr. | Management | For | For |
| 1.1d | Elect Director Don DeFosset | Management | For | For |
| 1.1e | Elect Director Eric C. Fast | Management | For | For |
| 1.1f | Elect Director O. B. Grayson Hall, Jr. | Management | For | For |
| 1.1g | Elect Director John D. Johns | Management | For | For |
| 1.1h | Elect Director Ruth Ann Marshall | Management | For | For |
| 1.1i | Elect Director Susan W. Matlock | Management | For | For |
| 1.1j | Elect Director John E. Maupin, Jr. | Management | For | For |
| 1.1k | Elect Director Charles D. McCrary | Management | For | For |
| 1.1l | Elect Director Lee J. Styslinger, III | Management | For | For |
| 2 | Ratify Ernst & Young LLP as Auditors | Management | For | For |
| 3 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 4 | Approve Omnibus Stock Plan | Management | For | For |
| SAP SE
Meeting Date: MAY 20, 2015 Record Date: APR 10, 2015 Meeting Type: ANNUAL |
||||
|
Ticker: SAP
Security ID: 803054204 |
||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1 | Receive Financial Statements and Statutory Reports for Fiscal 2014 (Non-Voting) | Management | None | None |
| 2 | Approve Allocation of Income and Dividends of EUR 1.10 per Share | Management | For | For |
| 3 | Approve Discharge of Management Board for Fiscal 2014 | Management | For | For |
| 4 | Approve Discharge of Supervisory Board for Fiscal 2014 | Management | For | For |
| 5 | Ratify KPMG AG as Auditors for Fiscal 2015 | Management | For | For |
| 6.1 | Approve Creation of EUR 250 Million Pool of Capital with Preemptive Rights | Management | For | For |
| 6.2 | Approve Creation of EUR 250 Million Pool of Capital with Partial Exclusion of Preemptive Rights | Management | For | For |
| 7 | Approve Remuneration of Supervisory Board | Management | For | For |
| SCHLUMBERGER LIMITED
Meeting Date: APR 08, 2015 Record Date: FEB 11, 2015 Meeting Type: ANNUAL |
||||
|
Ticker: SLB
Security ID: 806857108 |
||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1a | Elect Peter L.S. Currie as Director | Management | For | For |
| 1b | Elect K. Vaman Kamath as Director | Management | For | For |
| 1c | Elect V. Maureen Kempston Darkes as Director | Management | For | For |
| 1d | Elect Paal Kibsgaard as Director | Management | For | For |
| 1e | Elect Nikolay Kudryavtsev as Director | Management | For | For |
| 1f | Elect Michael E. Marks as Director | Management | For | For |
| 1g | Elect Indra K. Nooyi as Director | Management | For | For |
| 1h | Elect Lubna S. Olayan as Director | Management | For | For |
| 1i | Elect Leo Rafael Reif as Director | Management | For | For |
| 1j | Elect Tore I. Sandvold as Director | Management | For | For |
| 1k | Elect Henri Seydoux as Director | Management | For | For |
| 2 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 3 | Adopt and Approve Financials and Dividends | Management | For | For |
| 4 | Ratify PricewaterhouseCoopers LLP as Auditors | Management | For | For |
| SIEMENS AG
Meeting Date: JAN 27, 2015 Record Date: DEC 15, 2014 Meeting Type: ANNUAL |
||||
|
Ticker: SIE
Security ID: 826197501 |
||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1 | Receive Financial Statements and Statutory Reports for Fiscal 2013/2014 (Non-Voting) | Management | None | None |
| 2 | Approve Allocation of Income and Dividends of EUR 3.30 per Share | Management | For | For |
| 3 | Approve Discharge of Management Board for Fiscal 2013/2014 | Management | For | For |
| 4 | Approve Discharge of Supervisory Board for Fiscal 2013/2014 | Management | For | For |
| 5 | Approve Remuneration System for Management Board Members | Management | For | For |
| 6 | Ratify Ernst & Young GmbH as Auditors for Fiscal 2014/2015 | Management | For | For |
| 7.1 | Elect Nathalie von Siemens to the Supervisory Board | Management | For | For |
| 7.2 | Elect Norbert Reithofer to the Supervisory Board | Management | For | For |
| 8 | Authorize Share Repurchase Program and Reissuance or Cancellation of Repurchased Shares | Management | For | For |
| 9 | Authorize Use of Financial Derivatives when Repurchasing Shares | Management | For | For |
| 10 | Approve Issuance of Warrants/Bonds with Warrants Attached/Convertible Bonds without Preemptive Rights up to Aggregate Nominal Amount of EUR 15 Billion; Approve Creation of EUR 240 Million Pool of Capital to Guarantee Conversion Rights | Management | For | For |
| 11 | Approve Settlement Agreement Between Siemens AG and Heinz-Joachim Neubuerger, Concluded on August 26, 2014 | Management | For | For |
| 12 | Amend Articles Re: Board-Related | Management | For | For |
| 13 | Approve Affiliation Agreements with Subsidiary Kyros 47 GmbH | Management | For | For |
| 14 | Additional Proposals presented at the Meeting | Shareholder | Against | Against |
| 15 | Additional Proposals presented at the Meeting | Shareholder | Against | Against |
| A | Counter Motion A | Shareholder | Against | Against |
| B | Counter Motion B | Shareholder | Against | Against |
| C | Counter Motion C | Shareholder | Against | Against |
| D | Counter Motion D | Shareholder | Against | Against |
| E | Counter Motion E | Shareholder | Against | Against |
| F | Counter Motion F | Shareholder | Against | Against |
| G | Counter Motion | Shareholder | Against | Against |
| H | Counter Motion | Shareholder | Against | Against |
| I | Counter Motion | Shareholder | Against | Against |
| STANLEY BLACK & DECKER, INC.
Meeting Date: APR 16, 2015 Record Date: FEB 20, 2015 Meeting Type: ANNUAL |
||||
|
Ticker: SWK
Security ID: 854502101 |
||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1.1 | Elect Director Andrea J. Ayers | Management | For | For |
| 1.2 | Elect Director George W. Buckley | Management | For | For |
| 1.3 | Elect Director Patrick D. Campbell | Management | For | For |
| 1.4 | Elect Director Carlos M. Cardoso | Management | For | For |
| 1.5 | Elect Director Robert B. Coutts | Management | For | For |
| 1.6 | Elect Director Debra A. Crew | Management | For | For |
| 1.7 | Elect Director Benjamin H. Griswold, IV | Management | For | For |
| 1.8 | Elect Director Anthony Luiso | Management | For | For |
| 1.9 | Elect Director John F. Lundgren | Management | For | For |
| 1.10 | Elect Director Marianne M. Parrs | Management | For | For |
| 1.11 | Elect Director Robert L. Ryan | Management | For | For |
| 2 | Ratify Ernst & Young LLP as Auditors | Management | For | For |
| 3 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| STARBUCKS CORPORATION
Meeting Date: MAR 18, 2015 Record Date: JAN 08, 2015 Meeting Type: ANNUAL |
||||
|
Ticker: SBUX
Security ID: 855244109 |
||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1a | Elect Director Howard Schultz | Management | For | For |
| 1b | Elect Director William W. Bradley | Management | For | For |
| 1c | Elect Director Robert M. Gates | Management | For | For |
| 1d | Elect Director Mellody Hobson | Management | For | For |
| 1e | Elect Director Kevin R. Johnson | Management | For | For |
| 1f | Elect Director Olden Lee | Management | For | For |
| 1g | Elect Director Joshua Cooper Ramo | Management | For | For |
| 1h | Elect Director James G. Shennan, Jr. | Management | For | For |
| 1i | Elect Director Clara Shih | Management | For | For |
| 1j | Elect Director Javier G. Teruel | Management | For | For |
| 1k | Elect Director Myron E. Ullman, III | Management | For | For |
| 1l | Elect Director Craig E. Weatherup | Management | For | For |
| 2 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 3 | Ratify Deloitte & Touche LLP as Auditors | Management | For | For |
| 4 | Amend Bylaws to Establish a Board Committee on Sustainability | Shareholder | Against | Against |
| 5 | Require Independent Board Chairman | Shareholder | Against | For |
| THE BANK OF NEW YORK MELLON CORPORATION
Meeting Date: APR 14, 2015 Record Date: FEB 13, 2015 Meeting Type: ANNUAL |
||||
|
Ticker: BK
Security ID: 064058100 |
||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1.1 | Elect Director Nicholas M. Donofrio | Management | For | For |
| 1.2 | Elect Director Joseph J. Echevarria | Management | For | For |
| 1.3 | Elect Director Edward P. Garden | Management | For | For |
| 1.4 | Elect Director Jeffrey A. Goldstein | Management | For | For |
| 1.5 | Elect Director Gerald L. Hassell | Management | For | For |
| 1.6 | Elect Director John M. Hinshaw | Management | For | For |
| 1.7 | Elect Director Edmund F. 'Ted' Kelly | Management | For | For |
| 1.8 | Elect Director Richard J. Kogan | Management | For | For |
| 1.9 | Elect Director John A. Luke, Jr. | Management | For | For |
| 1.10 | Elect Director Mark A. Nordenberg | Management | For | For |
| 1.11 | Elect Director Catherine A. Rein | Management | For | For |
| 1.12 | Elect Director William C. Richardson | Management | For | For |
| 1.13 | Elect Director Samuel C. Scott, III | Management | For | For |
| 1.14 | Elect Director Wesley W. von Schack | Management | For | For |
| 2 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 3 | Ratify KPMG LLP as Auditors | Management | For | For |
| THE PROCTER & GAMBLE COMPANY
Meeting Date: OCT 14, 2014 Record Date: AUG 15, 2014 Meeting Type: ANNUAL |
||||
|
Ticker: PG
Security ID: 742718109 |
||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1a | Elect Director Angela F. Braly | Management | For | For |
| 1b | Elect Director Kenneth I. Chenault | Management | For | For |
| 1c | Elect Director Scott D. Cook | Management | For | For |
| 1d | Elect Director Susan Desmond-Hellmann | Management | For | For |
| 1e | Elect Director A.G. Lafley | Management | For | For |
| 1f | Elect Director Terry J. Lundgren | Management | For | For |
| 1g | Elect Director W. James McNerney, Jr. | Management | For | For |
| 1h | Elect Director Margaret C. Whitman | Management | For | For |
| 1i | Elect Director Mary Agnes Wilderotter | Management | For | For |
| 1j | Elect Director Patricia A. Woertz | Management | For | For |
| 1k | Elect Director Ernesto Zedillo | Management | For | For |
| 2 | Ratify Auditors | Management | For | For |
| 3 | Approve Omnibus Stock Plan | Management | For | For |
| 4 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 5 | Assess Environmental Impact of Non-Recyclable Packaging | Shareholder | Against | Against |
| 6 | Report on Consistency Between Corporate Values and Political Contributions | Shareholder | Against | Against |
| THE PROGRESSIVE CORPORATION
Meeting Date: MAY 15, 2015 Record Date: MAR 17, 2015 Meeting Type: ANNUAL |
||||
|
Ticker: PGR
Security ID: 743315103 |
||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1.1 | Elect Director Stuart B. Burgdoerfer | Management | For | For |
| 1.2 | Elect Director Charles A. Davis | Management | For | For |
| 1.3 | Elect Director Roger N. Farah | Management | For | For |
| 1.4 | Elect Director Lawton W. Fitt | Management | For | For |
| 1.5 | Elect Director Stephen R. Hardis | Management | For | For |
| 1.6 | Elect Director Jeffrey D. Kelly | Management | For | For |
| 1.7 | Elect Director Patrick H. Nettles | Management | For | For |
| 1.8 | Elect Director Glenn M. Renwick | Management | For | For |
| 1.9 | Elect Director Bradley T. Sheares | Management | For | For |
| 1.10 | Elect Director Barbara R. Snyder | Management | For | For |
| 2 | Approve Omnibus Stock Plan | Management | For | For |
| 3 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 4 | Ratify PricewaterhouseCoopers LLP (PwC) as Auditors | Management | For | For |
| TRACTOR SUPPLY COMPANY
Meeting Date: MAY 05, 2015 Record Date: MAR 09, 2015 Meeting Type: ANNUAL |
||||
|
Ticker: TSCO
Security ID: 892356106 |
||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1.1 | Elect Director Cynthia T. Jamison | Management | For | For |
| 1.2 | Elect Director Johnston C. Adams | Management | For | For |
| 1.3 | Elect Director Peter D. Bewley | Management | For | For |
| 1.4 | Elect Director Richard W. Frost | Management | For | For |
| 1.5 | Elect Director Keith R. Halbert | Management | For | For |
| 1.6 | Elect Director George MacKenzie | Management | For | For |
| 1.7 | Elect Director Edna K. Morris | Management | For | For |
| 1.8 | Elect Director Gregory A. Sandfort | Management | For | For |
| 1.9 | Elect Director Mark J. Weikel | Management | For | For |
| 2 | Ratify Ernst & Young LLP as Auditors | Management | For | For |
| 3 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| TWITTER, INC.
Meeting Date: JUN 03, 2015 Record Date: APR 10, 2015 Meeting Type: ANNUAL |
||||
|
Ticker: TWTR
Security ID: 90184L102 |
||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1.1 | Elect Director David Rosenblatt | Management | For | Withhold |
| 1.2 | Elect Director Evan Williams | Management | For | For |
| 2 | Advisory Vote on Say on Pay Frequency | Management | One Year | One Year |
| 3 | Ratify PricewaterhouseCoopers LLP as Auditors | Management | For | For |
| UNITED PARCEL SERVICE, INC.
Meeting Date: MAY 07, 2015 Record Date: MAR 09, 2015 Meeting Type: ANNUAL |
||||
|
Ticker: UPS
Security ID: 911312106 |
||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1a | Elect Director David P. Abney | Management | For | For |
| 1b | Elect Director Rodney C. Adkins | Management | For | For |
| 1c | Elect Director Michael J. Burns | Management | For | For |
| 1d | Elect Director D. Scott Davis | Management | For | For |
| 1e | Elect Director William R. Johnson | Management | For | For |
| 1f | Elect Director Candace Kendle | Management | For | For |
| 1g | Elect Director Ann M. Livermore | Management | For | For |
| 1h | Elect Director Rudy H.P. Markham | Management | For | For |
| 1i | Elect Director Clark T. Randt, Jr. | Management | For | For |
| 1j | Elect Director John T. Stankey | Management | For | For |
| 1k | Elect Director Carol B. Tome | Management | For | For |
| 1l | Elect Director Kevin M. Warsh | Management | For | For |
| 2 | Approve Omnibus Stock Plan | Management | For | For |
| 3 | Ratify Deloitte & Touche LLP as Auditors | Management | For | For |
| 4 | Report on Lobbying Payments and Policy | Shareholder | Against | For |
| 5 | Approve Recapitalization Plan for all Stock to Have One-vote per Share | Shareholder | Against | For |
| 6 | Adopt Anti Gross-up Policy | Shareholder | Against | For |
| VISA INC.
Meeting Date: JAN 28, 2015 Record Date: DEC 01, 2014 Meeting Type: ANNUAL |
||||
|
Ticker: V
Security ID: 92826C839 |
||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1a | Elect Director Mary B. Cranston | Management | For | For |
| 1b | Elect Director Francisco Javier Fernandez-Carbajal | Management | For | For |
| 1c | Elect Director Alfred F. Kelly, Jr. | Management | For | For |
| 1d | Elect Director Robert W. Matschullat | Management | For | For |
| 1e | Elect Director Cathy E. Minehan | Management | For | For |
| 1f | Elect Director Suzanne Nora Johnson | Management | For | For |
| 1g | Elect Director David J. Pang | Management | For | For |
| 1h | Elect Director Charles W. Scharf | Management | For | For |
| 1i | Elect Director William S. Shanahan | Management | For | For |
| 1j | Elect Director John A. C. Swainson | Management | For | For |
| 1k | Elect Director Maynard G. Webb, Jr. | Management | For | For |
| 2 | Approve Amendments to the Certificate of Incorporation to Facilitate Stock Splits | Management | For | For |
| 3 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 4 | Approve Qualified Employee Stock Purchase Plan | Management | For | For |
| 5a | Remove Supermajority Vote Requirement for Exiting Core Payment Business | Management | For | For |
| 5b | Remove Supermajority Vote Requirement for Future Amendments to Certain Sections of Company's Certificate of Incorporation | Management | For | For |
| 5c | Remove Supermajority Vote Requirement for Approval of Exceptions to Transfer Certifications | Management | For | For |
| 5d | Remove Supermajority Vote Requirement for Removal of Directors | Management | For | For |
| 5e | Remove Supermajority Vote Requirement for Future Amendments to the Advance Notice Provision in the Bylaws | Management | For | For |
| 6 | Ratify Auditors | Management | For | For |
| WAL-MART STORES, INC.
Meeting Date: JUN 05, 2015 Record Date: APR 10, 2015 Meeting Type: ANNUAL |
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Ticker: WMT
Security ID: 931142103 |
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| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1a | Elect Director Aida M. Alvarez | Management | For | For |
| 1b | Elect Director James I. Cash, Jr. | Management | For | For |
| 1c | Elect Director Roger C. Corbett | Management | For | For |
| 1d | Elect Director Pamela J. Craig | Management | For | For |
| 1e | Elect Director Michael T. Duke | Management | For | For |
| 1f | Elect Director Timothy P. Flynn | Management | For | For |
| 1g | Elect Director Thomas W. Horton | Management | For | For |
| 1h | Elect Director Marissa A. Mayer | Management | For | For |
| 1i | Elect Director C. Douglas McMillon | Management | For | For |
| 1j | Elect Director Gregory B. Penner | Management | For | For |
| 1k | Elect Director Steven S. Reinemund | Management | For | For |
| 1l | Elect Director Kevin Y. Systrom | Management | For | For |
| 1m | Elect Director Jim C. Walton | Management | For | For |
| 1n | Elect Director S. Robson Walton | Management | For | For |
| 1o | Elect Director Linda S. Wolf | Management | For | For |
| 2 | Ratify Ernst & Young LLP as Auditors | Management | For | For |
| 3 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 4 | Amend Omnibus Stock Plan | Management | For | For |
| 5 | Disclosure of Recoupment Activity from Senior Officers | Shareholder | Against | For |
| 6 | Provide Proxy Access Right | Shareholder | Against | For |
| 7 | Adopt Quantitative GHG Goals for Maritime Shipping | Shareholder | Against | Against |
| 8 | Report on Incentive Compensation Plans | Shareholder | Against | For |
| 9 | Require Independent Board Chairman | Shareholder | Against | For |
| WEATHERFORD INTERNATIONAL PLC
Meeting Date: SEP 24, 2014 Record Date: AUG 01, 2014 Meeting Type: ANNUAL |
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Ticker: WFT
Security ID: G48833100 |
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| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1A | Elect Director David J. Butters | Management | For | For |
| 1B | Elect Director Bernard J. Duroc-Danner | Management | For | For |
| 1C | Elect Director John D. Gass | Management | For | For |
| 1D | Elect Director Francis S. Kalman | Management | For | For |
| 1E | Elect Director William E. Macaulay | Management | For | For |
| 1F | Elect Director Robert K. Moses, Jr. | Management | For | For |
| 1G | Elect Director Guillermo Ortiz | Management | For | For |
| 1H | Elect Director Emyr Jones Parry | Management | For | For |
| 1I | Elect Director Robert A. Rayne | Management | For | For |
| 2 | Approve Auditors and Authorize Board to Fix Their Remuneration Auditors | Management | For | For |
| 3 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | Against |
| 4 | Authorize Holding of 2015 Annual General Meeting Outside of Ireland | Management | For | For |
| WEATHERFORD INTERNATIONAL PLC
Meeting Date: JUN 16, 2015 Record Date: APR 23, 2015 Meeting Type: ANNUAL |
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|
Ticker: WFT
Security ID: G48833100 |
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| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1a | Elect Director Mohamed A. Awad | Management | For | For |
| 1b | Elect Director David J. Butters | Management | For | For |
| 1c | Elect Director Bernard J. Duroc-Danner | Management | For | For |
| 1d | Elect Director John D. Gass | Management | For | For |
| 1e | Elect Director Emyr Jones Parry | Management | For | For |
| 1f | Elect Director Francis S. Kalman | Management | For | For |
| 1g | Elect Director William E. Macaulay | Management | For | For |
| 1h | Elect Director Robert K. Moses, Jr. | Management | For | For |
| 1i | Elect Director Guillermo Ortiz | Management | For | For |
| 1j | Elect Director Robert A. Rayne | Management | For | For |
| 2 | Approve KPMG LLP as Auditors and Authorize Board to Fix Their Remuneration | Management | For | For |
| 3 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 4 | Amend Omnibus Stock Plan | Management | For | For |
| 5 | Authorize Holding of 2016 Annual General Meeting Outside of Ireland | Management | For | For |
END NPX REPORT
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.
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(Registrant) |
The Victory Institutional Funds |
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By (Signature and Title)* |
/s/ Michael Policarpo, President |
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Michael Policarpo |
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Date |
August 27, 2015 |
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*Print the name and title of each signing officer under his or her signature.