N-PX 1 d512914dnpx.txt VIRTUS EQUITY AND CONVERTIBLE INCOME FUND ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ----------------- FORM N-PX ----------------- ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act File Number: 811-21989 ----------------- VIRTUS EQUITY & CONVERTIBLE INCOME FUND (fka VIRTUS ALLIANZGI EQUITY & CONVERTIBLE INCOME FUND) (exact name of registrant as specified in charter) ----------------- 101 Munson Street, Greenfield, MA 01301 (Address of principal executive offices) Jennifer Fromm, Esq., Vice President, Chief Legal Officer, Counsel and Secretary Virtus Investment Partners One Financial Plaza Hartford, CT 06103 (Name and Address of agent for service) ----------------- Registrant's telephone number, including area code: 800-270-7788 Date of Fiscal Year End: 01/31 Date of Reporting Period: 07/01/2022 - 06/30/2023 ================================================================================ ******************************* FORM N-Px REPORT ******************************* ICA File Number: 811-21989 Reporting Period: 07/01/2022 - 06/30/2023 Virtus Equity & Convertible Income Fund (fka Virtus AllianzGI Equity & Convertible Income Fund) ============= Virtus Equity & Convertible Income Fund (fka Virtus ============= ============= AllianzGI Equity & Convertible Income Fund) ============= ABBOTT LABORATORIES Ticker: ABT Security ID: 002824100 Meeting Date: APR 28, 2023 Meeting Type: Annual Record Date: MAR 01, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert J. Alpern For For Management 1.2 Elect Director Claire For For Management Babineaux-Fontenot 1.3 Elect Director Sally E. Blount For For Management 1.4 Elect Director Robert B. Ford For Against Management 1.5 Elect Director Paola Gonzalez For For Management 1.6 Elect Director Michelle A. Kumbier For For Management 1.7 Elect Director Darren W. McDew For For Management 1.8 Elect Director Nancy McKinstry For Against Management 1.9 Elect Director Michael G. O'Grady For For Management 1.10 Elect Director Michael F. Roman For For Management 1.11 Elect Director Daniel J. Starks For For Management 1.12 Elect Director John G. Stratton For Against Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Reduce Ownership Threshold for Against Against Shareholder Shareholders to Call Special Meeting 6 Require Independent Board Chair Against For Shareholder 7 Report on Lobbying Payments and Policy Against For Shareholder 8 Adopt Policy to Include Legal and Against Against Shareholder Compliance Costs in Incentive Compensation Metrics -------------------------------------------------------------------------------- ABBVIE INC. Ticker: ABBV Security ID: 00287Y109 Meeting Date: MAY 05, 2023 Meeting Type: Annual Record Date: MAR 06, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert J. Alpern For For Management 1.2 Elect Director Melody B. Meyer For For Management 1.3 Elect Director Frederick H. Waddell For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For Abstain Management Executive Officers' Compensation 4 Eliminate Supermajority Vote For For Management Requirement 5 Adopt Simple Majority Vote Against For Shareholder 6 Report on Congruency of Political Against For Shareholder Spending with Company Values and Priorities 7 Report on Lobbying Payments and Policy Against For Shareholder 8 Report on Impact of Extended Patent Against For Shareholder Exclusivities on Product Access -------------------------------------------------------------------------------- ACCENTURE PLC Ticker: ACN Security ID: G1151C101 Meeting Date: FEB 01, 2023 Meeting Type: Annual Record Date: DEC 06, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Jaime Ardila For For Management 1b Elect Director Nancy McKinstry For Against Management 1c Elect Director Beth E. Mooney For For Management 1d Elect Director Gilles C. Pelisson For For Management 1e Elect Director Paula A. Price For For Management 1f Elect Director Venkata (Murthy) For For Management Renduchintala 1g Elect Director Arun Sarin For For Management 1h Elect Director Julie Sweet For For Management 1i Elect Director Tracey T. Travis For Against Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Approve KPMG LLP as Auditors and For Against Management Authorize Board to Fix Their Remuneration 5 Renew the Board's Authority to Issue For For Management Shares Under Irish Law 6 Authorize Board to Opt-Out of For For Management Statutory Pre-Emption Rights 7 Determine Price Range for Reissuance For For Management of Treasury Shares -------------------------------------------------------------------------------- ALIGN TECHNOLOGY, INC. Ticker: ALGN Security ID: 016255101 Meeting Date: MAY 17, 2023 Meeting Type: Annual Record Date: MAR 23, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Kevin J. Dallas For For Management 1.2 Elect Director Joseph M. Hogan For For Management 1.3 Elect Director Joseph Lacob For Against Management 1.4 Elect Director C. Raymond Larkin, Jr. For Against Management 1.5 Elect Director George J. Morrow For Against Management 1.6 Elect Director Anne M. Myong For For Management 1.7 Elect Director Andrea L. Saia For For Management 1.8 Elect Director Susan E. Siegel For For Management 2 Amend Certificate of Incorporation to For For Management Reflect New Delaware Law Provisions Regarding Officer Exculpation 3 Advisory Vote to Ratify Named For Abstain Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Amend Omnibus Stock Plan For Against Management 6 Ratify PricewaterhouseCoopers LLP as For Against Management Auditors -------------------------------------------------------------------------------- ALPHABET INC. Ticker: GOOGL Security ID: 02079K305 Meeting Date: JUN 02, 2023 Meeting Type: Annual Record Date: APR 04, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Larry Page For Against Management 1b Elect Director Sergey Brin For Against Management 1c Elect Director Sundar Pichai For For Management 1d Elect Director John L. Hennessy For Against Management 1e Elect Director Frances H. Arnold For For Management 1f Elect Director R. Martin "Marty" Chavez For For Management 1g Elect Director L. John Doerr For Against Management 1h Elect Director Roger W. Ferguson, Jr. For For Management 1i Elect Director Ann Mather For Against Management 1j Elect Director K. Ram Shriram For Against Management 1k Elect Director Robin L. Washington For For Management 2 Ratify Ernst & Young LLP as Auditors For Against Management 3 Amend Omnibus Stock Plan For For Management 4 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 5 Advisory Vote on Say on Pay Frequency Three One Year Management Years 6 Report on Lobbying Payments and Policy Against For Shareholder 7 Publish Congruency Report on Against Against Shareholder Partnerships with Globalist Organizations and Company Fiduciary Duties 8 Report on Framework to Assess Company Against For Shareholder Lobbying Alignment with Climate Goals 9 Report on Risks Related to Fulfilling Against For Shareholder Information Requests for Enforcing Laws Criminalizing Abortion Access 10 Report on Risks of Doing Business in Against For Shareholder Countries with Significant Human Rights Concerns 11 Publish Independent Human Rights Against For Shareholder Impact Assessment of Targeted Advertising Technology 12 Disclose More Quantitative and Against For Shareholder Qualitative Information on Algorithmic Systems 13 Report on Alignment of YouTube Against For Shareholder Policies With Online Safety Regulations 14 Report on Content Governance and Against Against Shareholder Censorship 15 Commission Independent Assessment of Against For Shareholder Effectiveness of Audit and Compliance Committee 16 Amend Bylaws to Require Shareholder Against Against Shareholder Approval of Certain Provisions Related to Director Nominations by Shareholders 17 Adopt Share Retention Policy For Against For Shareholder Senior Executives 18 Approve Recapitalization Plan for all Against For Shareholder Stock to Have One-vote per Share -------------------------------------------------------------------------------- AMAZON.COM, INC. Ticker: AMZN Security ID: 023135106 Meeting Date: MAY 24, 2023 Meeting Type: Annual Record Date: MAR 30, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Jeffrey P. Bezos For For Management 1b Elect Director Andrew R. Jassy For For Management 1c Elect Director Keith B. Alexander For For Management 1d Elect Director Edith W. Cooper For For Management 1e Elect Director Jamie S. Gorelick For For Management 1f Elect Director Daniel P. Huttenlocher For Against Management 1g Elect Director Judith A. McGrath For Against Management 1h Elect Director Indra K. Nooyi For For Management 1i Elect Director Jonathan J. Rubinstein For For Management 1j Elect Director Patricia Q. Stonesifer For Against Management 1k Elect Director Wendell P. Weeks For For Management 2 Ratify Ratification of Ernst & Young For Against Management LLP as Auditors 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Amend Omnibus Stock Plan For For Management 6 Report on Climate Risk in Retirement Against Against Shareholder Plan Options 7 Report on Customer Due Diligence Against For Shareholder 8 Revise Transparency Report to Provide Against For Shareholder Greater Disclosure on Government Requests 9 Report on Government Take Down Requests Against Against Shareholder 10 Report on Impact of Climate Change Against For Shareholder Strategy Consistent With Just Transition Guidelines 11 Publish a Tax Transparency Report Against Abstain Shareholder 12 Report on Climate Lobbying Against For Shareholder 13 Report on Median and Adjusted Against Abstain Shareholder Gender/Racial Pay Gaps 14 Report on Cost/Benefit Analysis of Against Against Shareholder Diversity, Equity and Inclusion Programs 15 Amend Bylaws to Require Shareholder Against Against Shareholder Approval of Certain Provisions Related to Director Nominations by Shareholders 16 Commission Third Party Assessment on Against For Shareholder Company's Commitment to Freedom of Association and Collective Bargaining 17 Consider Pay Disparity Between Against Abstain Shareholder Executives and Other Employees 18 Report on Animal Welfare Standards Against Against Shareholder 19 Establish a Public Policy Committee Against For Shareholder 20 Adopt a Policy to Include Against For Shareholder Non-Management Employees as Prospective Director Candidates 21 Commission a Third Party Audit on Against For Shareholder Working Conditions 22 Report on Efforts to Reduce Plastic Use Against For Shareholder 23 Commission Third Party Study and Against For Shareholder Report on Risks Associated with Use of Rekognition -------------------------------------------------------------------------------- AMERICAN TOWER CORPORATION Ticker: AMT Security ID: 03027X100 Meeting Date: MAY 24, 2023 Meeting Type: Annual Record Date: MAR 27, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Thomas A. Bartlett For For Management 1b Elect Director Kelly C. Chambliss For For Management 1c Elect Director Teresa H. Clarke For For Management 1d Elect Director Raymond P. Dolan For For Management 1e Elect Director Kenneth R. Frank For For Management 1f Elect Director Robert D. Hormats For For Management 1g Elect Director Grace D. Lieblein For For Management 1h Elect Director Craig Macnab For For Management 1i Elect Director JoAnn A. Reed For Against Management 1j Elect Director Pamela D. A. Reeve For Against Management 1k Elect Director Bruce L. Tanner For For Management 1l Elect Director Samme L. Thompson For Against Management 2 Ratify Deloitte & Touche LLP as For Against Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- AON PLC Ticker: AON Security ID: G0403H108 Meeting Date: JUN 16, 2023 Meeting Type: Annual Record Date: APR 14, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Lester B. Knight For Against Management 1.2 Elect Director Gregory C. Case For For Management 1.3 Elect Director Jin-Yong Cai For For Management 1.4 Elect Director Jeffrey C. Campbell For Against Management 1.5 Elect Director Fulvio Conti For Against Management 1.6 Elect Director Cheryl A. Francis For Against Management 1.7 Elect Director Adriana Karaboutis For Against Management 1.8 Elect Director Richard C. Notebaert For Against Management 1.9 Elect Director Gloria Santona For Against Management 1.10 Elect Director Sarah E. Smith For For Management 1.11 Elect Director Byron O. Spruell For For Management 1.12 Elect Director Carolyn Y. Woo For Against Management 2 Advisory Vote to Ratify Named For Abstain Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Ernst & Young LLP as Auditors For Against Management 5 Ratify Ernst & Young Chartered For Against Management Accountants as Statutory Auditor 6 Authorise the Audit Committee to Fix For For Management Remuneration of Auditors 7 Amend Omnibus Plan For For Management -------------------------------------------------------------------------------- APPLE INC. Ticker: AAPL Security ID: 037833100 Meeting Date: MAR 10, 2023 Meeting Type: Annual Record Date: JAN 09, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director James Bell For For Management 1b Elect Director Tim Cook For For Management 1c Elect Director Al Gore For Against Management 1d Elect Director Alex Gorsky For For Management 1e Elect Director Andrea Jung For Against Management 1f Elect Director Art Levinson For Against Management 1g Elect Director Monica Lozano For For Management 1h Elect Director Ron Sugar For Against Management 1i Elect Director Sue Wagner For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For Abstain Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Report on Civil Rights and Against Against Shareholder Non-Discrimination Audit 6 Report on Operations in Communist China Against Against Shareholder 7 Adopt a Policy Establishing an Against Against Shareholder Engagement Process with Proponents to Shareholder Proposals 8 Report on Median Gender/Racial Pay Gap Against Abstain Shareholder 9 Amend Proxy Access Right Against For Shareholder -------------------------------------------------------------------------------- ATLASSIAN CORPORATION PLC Ticker: TEAM Security ID: G06242111 Meeting Date: AUG 22, 2022 Meeting Type: Special Record Date: AUG 08, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Scheme of Arrangement For For Management -------------------------------------------------------------------------------- ATLASSIAN CORPORATION PLC Ticker: TEAM Security ID: G06242104 Meeting Date: AUG 22, 2022 Meeting Type: Court Record Date: AUG 08, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Scheme of Arrangement For For Management -------------------------------------------------------------------------------- BOOKING HOLDINGS INC. Ticker: BKNG Security ID: 09857L108 Meeting Date: JUN 06, 2023 Meeting Type: Annual Record Date: APR 11, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Glenn D. Fogel For For Management 1.2 Elect Director Mirian M. Graddick-Weir For For Management 1.3 Elect Director Wei Hopeman For For Management 1.4 Elect Director Robert J. Mylod, Jr. For Against Management 1.5 Elect Director Charles H. Noski For For Management 1.6 Elect Director Larry Quinlan For For Management 1.7 Elect Director Nicholas J. Read For For Management 1.8 Elect Director Thomas E. Rothman For For Management 1.9 Elect Director Sumit Singh For For Management 1.10 Elect Director Lynn Vojvodich For For Management Radakovich 1.11 Elect Director Vanessa A. Wittman For For Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Ratify Deloitte & Touche LLP as For Against Management Auditors 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Submit Severance Agreement Against For Shareholder (Change-in-Control) to Shareholder Vote -------------------------------------------------------------------------------- BROADCOM INC. Ticker: AVGO Security ID: 11135F101 Meeting Date: APR 03, 2023 Meeting Type: Annual Record Date: FEB 06, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Diane M. Bryant For For Management 1b Elect Director Gayla J. Delly For For Management 1c Elect Director Raul J. Fernandez For For Management 1d Elect Director Eddy W. Hartenstein For For Management 1e Elect Director Check Kian Low For For Management 1f Elect Director Justine F. Page For For Management 1g Elect Director Henry Samueli For For Management 1h Elect Director Hock E. Tan For For Management 1i Elect Director Harry L. You For Against Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Amend Omnibus Stock Plan For Against Management 4 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 5 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- CAPITAL ONE FINANCIAL CORPORATION Ticker: COF Security ID: 14040H105 Meeting Date: MAY 04, 2023 Meeting Type: Annual Record Date: MAR 08, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Richard D. Fairbank For Against Management 1b Elect Director Ime Archibong For For Management 1c Elect Director Christine Detrick For Against Management 1d Elect Director Ann Fritz Hackett For Against Management 1e Elect Director Peter Thomas Killalea For For Management 1f Elect Director Cornelis "Eli" Leenaars For For Management 1g Elect Director Francois Locoh-Donou For Against Management 1h Elect Director Peter E. Raskind For For Management 1i Elect Director Eileen Serra For For Management 1j Elect Director Mayo A. Shattuck, III For For Management 1k Elect Director Bradford H. Warner For Against Management 1l Elect Director Craig Anthony Williams For For Management 2 Eliminate Supermajority Vote For For Management Requirement 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 5 Amend Omnibus Stock Plan For Against Management 6 Ratify Ernst & Young LLP as Auditors For Against Management 7 Adopt Simple Majority Vote Against For Shareholder 8 Report on Board Oversight of Risks Against Against Shareholder Related to Discrimination 9 Disclose Board Skills and Diversity Against For Shareholder Matrix -------------------------------------------------------------------------------- CHIPOTLE MEXICAN GRILL, INC. Ticker: CMG Security ID: 169656105 Meeting Date: MAY 25, 2023 Meeting Type: Annual Record Date: MAR 28, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Albert S. Baldocchi For For Management 1.2 Elect Director Matthew A. Carey For For Management 1.3 Elect Director Gregg L. Engles For For Management 1.4 Elect Director Patricia Fili-Krushel For For Management 1.5 Elect Director Mauricio Gutierrez For For Management 1.6 Elect Director Robin Hickenlooper For Against Management 1.7 Elect Director Scott Maw For For Management 1.8 Elect Director Brian Niccol For For Management 1.9 Elect Director Mary Winston For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Ernst & Young LLP as Auditors For Against Management 5 Amend Bylaws to Require Shareholder Against Against Shareholder Approval of Certain Provisions Related to Director Nominations by Shareholders 6 Adopt Policy to Not Interfere with Against For Shareholder Freedom of Association Rights -------------------------------------------------------------------------------- CISCO SYSTEMS, INC. Ticker: CSCO Security ID: 17275R102 Meeting Date: DEC 08, 2022 Meeting Type: Annual Record Date: OCT 10, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director M. Michele Burns For Against Management 1b Elect Director Wesley G. Bush For For Management 1c Elect Director Michael D. Capellas For Against Management 1d Elect Director Mark Garrett For For Management 1e Elect Director John D. Harris, II For For Management 1f Elect Director Kristina M. Johnson For For Management 1g Elect Director Roderick C. McGeary For Against Management 1h Elect Director Sarah Rae Murphy For For Management 1i Elect Director Charles H. Robbins For Against Management 1j Elect Director Brenton L. Saunders For Against Management 1k Elect Director Lisa T. Su For For Management 1l Elect Director Marianna Tessel For For Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For Against Management Auditors 4 Report on Tax Transparency Set Forth Against Abstain Shareholder in the Global Reporting Initiative's Tax Standard -------------------------------------------------------------------------------- CME GROUP INC. Ticker: CME Security ID: 12572Q105 Meeting Date: MAY 04, 2023 Meeting Type: Annual Record Date: MAR 06, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Terrence A. Duffy For Against Management 1b Elect Director Kathryn Benesh For For Management 1c Elect Director Timothy S. Bitsberger For Against Management 1d Elect Director Charles P. Carey For Against Management 1e Elect Director Bryan T. Durkin For Against Management 1f Elect Director Harold Ford, Jr. For For Management 1g Elect Director Martin J. Gepsman For Against Management 1h Elect Director Larry G. Gerdes For Against Management 1i Elect Director Daniel R. Glickman For Against Management 1j Elect Director Daniel G. Kaye For For Management 1k Elect Director Phyllis M. Lockett For Against Management 1l Elect Director Deborah J. Lucas For For Management 1m Elect Director Terry L. Savage For Against Management 1n Elect Director Rahael Seifu For For Management 1o Elect Director William R. Shepard For Against Management 1p Elect Director Howard J. Siegel For Against Management 1q Elect Director Dennis A. Suskind For Against Management 2 Ratify Ernst & Young LLP as Auditors For Against Management 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- CONOCOPHILLIPS Ticker: COP Security ID: 20825C104 Meeting Date: MAY 16, 2023 Meeting Type: Annual Record Date: MAR 20, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Dennis V. Arriola For For Management 1b Elect Director Jody Freeman For For Management 1c Elect Director Gay Huey Evans For For Management 1d Elect Director Jeffrey A. Joerres For For Management 1e Elect Director Ryan M. Lance For Against Management 1f Elect Director Timothy A. Leach For For Management 1g Elect Director William H. McRaven For For Management 1h Elect Director Sharmila Mulligan For For Management 1i Elect Director Eric D. Mullins For For Management 1j Elect Director Arjun N. Murti For For Management 1k Elect Director Robert A. Niblock For Against Management 1l Elect Director David T. Seaton For For Management 1m Elect Director R.A. Walker For For Management 2 Ratify Ernst & Young LLP as Auditors For Against Management 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency None One Year Management 5 Provide Right to Call Special Meeting For For Management 6 Approve Omnibus Stock Plan For Against Management 7 Require Independent Board Chair Against For Shareholder 8 Adopt Share Retention Policy For Against For Shareholder Senior Executives 9 Report on Tax Transparency Against Abstain Shareholder 10 Report on Lobbying Payments and Policy Against For Shareholder -------------------------------------------------------------------------------- COSTCO WHOLESALE CORPORATION Ticker: COST Security ID: 22160K105 Meeting Date: JAN 19, 2023 Meeting Type: Annual Record Date: NOV 11, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Susan L. Decker For Against Management 1b Elect Director Kenneth D. Denman For For Management 1c Elect Director Richard A. Galanti For For Management 1d Elect Director Hamilton E. James For Against Management 1e Elect Director W. Craig Jelinek For For Management 1f Elect Director Sally Jewell For For Management 1g Elect Director Charles T. Munger For Against Management 1h Elect Director Jeffrey S. Raikes For Against Management 1i Elect Director John W. Stanton For For Management 1j Elect Director Ron M. Vachris For For Management 1k Elect Director Mary Agnes (Maggie) For For Management Wilderotter 2 Ratify KPMG LLP as Auditors For Against Management 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Report on Risk Due to Restrictions on Against For Shareholder Reproductive Rights -------------------------------------------------------------------------------- CROWDSTRIKE HOLDINGS, INC. Ticker: CRWD Security ID: 22788C105 Meeting Date: JUN 21, 2023 Meeting Type: Annual Record Date: APR 28, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Johanna Flower For For Management 1.2 Elect Director Denis J. O'Leary For For Management 1.3 Elect Director Godfrey R. Sullivan For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- DEERE & COMPANY Ticker: DE Security ID: 244199105 Meeting Date: FEB 22, 2023 Meeting Type: Annual Record Date: DEC 27, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Leanne G. Caret For For Management 1b Elect Director Tamra A. Erwin For For Management 1c Elect Director Alan C. Heuberger For For Management 1d Elect Director Charles O. Holliday, Jr. For For Management 1e Elect Director Michael O. Johanns For For Management 1f Elect Director Clayton M. Jones For Against Management 1g Elect Director John C. May For For Management 1h Elect Director Gregory R. Page For For Management 1i Elect Director Sherry M. Smith For For Management 1j Elect Director Dmitri L. Stockton For For Management 1k Elect Director Sheila G. Talton For For Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Deloitte & Touche LLP as For Against Management Auditors 5 Submit Severance Agreement Against For Shareholder (Change-in-Control) to Shareholder Vote -------------------------------------------------------------------------------- DEVON ENERGY CORPORATION Ticker: DVN Security ID: 25179M103 Meeting Date: JUN 07, 2023 Meeting Type: Annual Record Date: APR 10, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Barbara M. Baumann For For Management 1.2 Elect Director John E. Bethancourt For For Management 1.3 Elect Director Ann G. Fox For For Management 1.4 Elect Director Gennifer F. Kelly For For Management 1.5 Elect Director Kelt Kindick For For Management 1.6 Elect Director John Krenicki, Jr. For For Management 1.7 Elect Director Karl F. Kurz For For Management 1.8 Elect Director Michael N. Mears For For Management 1.9 Elect Director Robert A. Mosbacher, Jr. For For Management 1.10 Elect Director Richard E. Muncrief For For Management 1.11 Elect Director Valerie M. Williams For For Management 2 Ratify KPMG LLP as Auditors For Against Management 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Amend Certificate of Incorporation to For Against Management Add Federal Forum Selection Provision 6 Amend Certificate of Incorporation to For For Management Adopt Limitations on the Liability of Officers 7 Amend Right to Call Special Meeting Against For Shareholder -------------------------------------------------------------------------------- DUPONT DE NEMOURS, INC. Ticker: DD Security ID: 26614N102 Meeting Date: MAY 24, 2023 Meeting Type: Annual Record Date: MAR 29, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Amy G. Brady For For Management 1b Elect Director Edward D. Breen For For Management 1c Elect Director Ruby R. Chandy For For Management 1d Elect Director Terrence R. Curtin For For Management 1e Elect Director Alexander M. Cutler For For Management 1f Elect Director Eleuthere I. du Pont For For Management 1g Elect Director Kristina M. Johnson For For Management 1h Elect Director Luther C. Kissam For For Management 1i Elect Director Frederick M. Lowery For For Management 1j Elect Director Raymond J. Milchovich For For Management 1k Elect Director Deanna M. Mulligan For For Management 1l Elect Director Steven M. Sterin For For Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 4 Require Independent Board Chair Against For Shareholder -------------------------------------------------------------------------------- ELI LILLY AND COMPANY Ticker: LLY Security ID: 532457108 Meeting Date: MAY 01, 2023 Meeting Type: Annual Record Date: FEB 21, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director William G. Kaelin, Jr. For For Management 1b Elect Director David A. Ricks For For Management 1c Elect Director Marschall S. Runge For For Management 1d Elect Director Karen Walker For Against Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Ernst & Young LLP as Auditors For Against Management 5 Declassify the Board of Directors For For Management 6 Eliminate Supermajority Vote For For Management Requirement 7 Report on Lobbying Payments and Policy Against For Shareholder 8 Adopt Simple Majority Vote Against For Shareholder 9 Report on Impact of Extended Patent Against For Shareholder Exclusivities on Product Access 10 Report on Risks of Supporting Abortion Against Against Shareholder 11 Publish Third-Party Review of Against For Shareholder Alignment of Company's Lobbying Activities with its Public Statements 12 Report on Effectiveness of Diversity, Against For Shareholder Equity and Inclusion Efforts and Metrics 13 Adopt Policy to Require Third-Party Against Against Shareholder Organizations to Annually Report Expenditures for Political Activities -------------------------------------------------------------------------------- EPAM SYSTEMS, INC. Ticker: EPAM Security ID: 29414B104 Meeting Date: JUN 02, 2023 Meeting Type: Annual Record Date: APR 10, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Eugene Roman For For Management 1.2 Elect Director Jill B. Smart For For Management 1.3 Elect Director Ronald Vargo For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation -------------------------------------------------------------------------------- EXELON CORPORATION Ticker: EXC Security ID: 30161N101 Meeting Date: APR 25, 2023 Meeting Type: Annual Record Date: MAR 01, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Anthony Anderson For For Management 1b Elect Director W. Paul Bowers For For Management 1c Elect Director Calvin G. Butler, Jr. For For Management 1d Elect Director Marjorie Rodgers For For Management Cheshire 1e Elect Director Linda Jojo For For Management 1f Elect Director Charisse Lillie For For Management 1g Elect Director Matthew Rogers For For Management 1h Elect Director John Young For For Management 2 Ratify PricewaterhouseCoopers LLP as For Against Management Auditors 3 Advisory Vote to Ratify Named For Abstain Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- GENERAC HOLDINGS INC. Ticker: GNRC Security ID: 368736104 Meeting Date: JUN 15, 2023 Meeting Type: Annual Record Date: APR 17, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Marcia J. Avedon For Against Management 1.2 Elect Director Bennett J. Morgan For For Management 1.3 Elect Director Dominick P. Zarcone For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- GFL ENVIRONMENTAL INC. Ticker: GFL Security ID: 36168Q104 Meeting Date: MAY 17, 2023 Meeting Type: Annual/Special Record Date: APR 03, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Patrick Dovigi For Withhold Management 1.2 Elect Director Dino Chiesa For Withhold Management 1.3 Elect Director Violet Konkle For For Management 1.4 Elect Director Arun Nayar For For Management 1.5 Elect Director Paolo Notarnicola For Withhold Management 1.6 Elect Director Ven Poole For For Management 1.7 Elect Director Blake Sumler For For Management 1.8 Elect Director Raymond Svider For Withhold Management 1.9 Elect Director Jessica McDonald For For Management 1.10 Elect Director Sandra Levy For For Management 2 Approve KPMG LLP as Auditors and For For Management Authorize Board to Fix Their Remuneration 3 Re-approve Omnibus Long-term Incentive For Against Management Plan 4 Re-approve Deferred Share Unit Plan For For Management 5 Advisory Vote on Executive For Against Management Compensation Approach -------------------------------------------------------------------------------- INTUIT INC. Ticker: INTU Security ID: 461202103 Meeting Date: JAN 19, 2023 Meeting Type: Annual Record Date: NOV 21, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Eve Burton For For Management 1b Elect Director Scott D. Cook For For Management 1c Elect Director Richard L. Dalzell For For Management 1d Elect Director Sasan K. Goodarzi For For Management 1e Elect Director Deborah Liu For For Management 1f Elect Director Tekedra Mawakana For For Management 1g Elect Director Suzanne Nora Johnson For For Management 1h Elect Director Thomas Szkutak For For Management 1i Elect Director Raul Vazquez For For Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Ratify Ernst & Young LLP as Auditors For Against Management 4 Amend Qualified Employee Stock For For Management Purchase Plan -------------------------------------------------------------------------------- INTUITIVE SURGICAL, INC. Ticker: ISRG Security ID: 46120E602 Meeting Date: APR 27, 2023 Meeting Type: Annual Record Date: FEB 28, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Craig H. Barratt For Against Management 1b Elect Director Joseph C. Beery For Against Management 1c Elect Director Gary S. Guthart For For Management 1d Elect Director Amal M. Johnson For Against Management 1e Elect Director Don R. Kania For Against Management 1f Elect Director Amy L. Ladd For Against Management 1g Elect Director Keith R. Leonard, Jr. For Against Management 1h Elect Director Alan J. Levy For Against Management 1i Elect Director Jami Dover Nachtsheim For Against Management 1j Elect Director Monica P. Reed For Against Management 1k Elect Director Mark J. Rubash For Against Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 5 Report on Gender/Racial Pay Gap Against Abstain Shareholder -------------------------------------------------------------------------------- IQVIA HOLDINGS INC. Ticker: IQV Security ID: 46266C105 Meeting Date: APR 18, 2023 Meeting Type: Annual Record Date: FEB 17, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Carol J. Burt For For Management 1b Elect Director Colleen A. Goggins For For Management 1c Elect Director Sheila A. Stamps For For Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Provide Right to Call a Special For For Management Meeting at a 25 Percent Ownership Threshold 4 Provide Right to Call a Special Against For Shareholder Meeting at a 10 Percent Ownership Threshold 5 Require Independent Board Chair Against For Shareholder 6 Ratify PricewaterhouseCoopers LLP as For Against Management Auditors -------------------------------------------------------------------------------- JPMORGAN CHASE & CO. Ticker: JPM Security ID: 46625H100 Meeting Date: MAY 16, 2023 Meeting Type: Annual Record Date: MAR 17, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Linda B. Bammann For For Management 1b Elect Director Stephen B. Burke For For Management 1c Elect Director Todd A. Combs For For Management 1d Elect Director James S. Crown For For Management 1e Elect Director Alicia Boler Davis For For Management 1f Elect Director James Dimon For For Management 1g Elect Director Timothy P. Flynn For For Management 1h Elect Director Alex Gorsky For For Management 1i Elect Director Mellody Hobson For For Management 1j Elect Director Michael A. Neal For For Management 1k Elect Director Phebe N. Novakovic For For Management 1l Elect Director Virginia M. Rometty For For Management 2 Advisory Vote to Ratify Named For Abstain Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify PricewaterhouseCoopers LLP as For Against Management Auditors 5 Require Independent Board Chair Against For Shareholder 6 Adopt Time-Bound Policy to Phase Out Against Against Shareholder Underwriting and Lending for New Fossil Fuel Development 7 Amend Public Responsibility Committee Against Against Shareholder Charter to Include Animal Welfare 8 Reduce Ownership Threshold for Against For Shareholder Shareholders to Call Special Meeting 9 Report on Climate Transition Plan Against For Shareholder Describing Efforts to Align Financing Activities with GHG Targets 10 Report on Risks Related to Against Against Shareholder Discrimination Against Individuals Including Political Views 11 Report on Political Expenditures Against For Shareholder Congruence 12 Disclose 2030 Absolute GHG Reduction Against Against Shareholder Targets Associated with Lending and Underwriting -------------------------------------------------------------------------------- LAM RESEARCH CORPORATION Ticker: LRCX Security ID: 512807108 Meeting Date: NOV 08, 2022 Meeting Type: Annual Record Date: SEP 09, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Sohail U. Ahmed For For Management 1b Elect Director Timothy M. Archer For For Management 1c Elect Director Eric K. Brandt For For Management 1d Elect Director Michael R. Cannon For For Management 1e Elect Director Bethany J. Mayer For For Management 1f Elect Director Jyoti K. Mehra For For Management 1g Elect Director Abhijit Y. Talwalkar For Abstain Management 1h Elect Director Lih Shyng (Rick L.) Tsai For For Management 1i Elect Director Leslie F. Varon For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Ernst & Young LLP as Auditors For Against Management -------------------------------------------------------------------------------- LAS VEGAS SANDS CORP. Ticker: LVS Security ID: 517834107 Meeting Date: MAY 11, 2023 Meeting Type: Annual Record Date: MAR 13, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert G. Goldstein For Withhold Management 1.2 Elect Director Patrick Dumont For For Management 1.3 Elect Director Irwin Chafetz For For Management 1.4 Elect Director Micheline Chau For Withhold Management 1.5 Elect Director Charles D. Forman For For Management 1.6 Elect Director Nora M. Jordan For Withhold Management 1.7 Elect Director Lewis Kramer For For Management 1.8 Elect Director David F. Levi For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Disclose Board Skills and Diversity Against For Shareholder Matrix -------------------------------------------------------------------------------- MARVELL TECHNOLOGY, INC. Ticker: MRVL Security ID: 573874104 Meeting Date: JUN 16, 2023 Meeting Type: Annual Record Date: APR 21, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Sara Andrews For For Management 1b Elect Director W. Tudor Brown For For Management 1c Elect Director Brad W. Buss For For Management 1d Elect Director Rebecca W. House For Against Management 1e Elect Director Marachel L. Knight For For Management 1f Elect Director Matthew J. Murphy For For Management 1g Elect Director Michael G. Strachan For For Management 1h Elect Director Robert E. Switz For For Management 1i Elect Director Ford Tamer For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Deloitte & Touche LLP as For For Management Auditors -------------------------------------------------------------------------------- MASTERCARD INCORPORATED Ticker: MA Security ID: 57636Q104 Meeting Date: JUN 27, 2023 Meeting Type: Annual Record Date: APR 28, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Merit E. Janow For For Management 1b Elect Director Candido Bracher For For Management 1c Elect Director Richard K. Davis For For Management 1d Elect Director Julius Genachowski For Against Management 1e Elect Director Choon Phong Goh For Against Management 1f Elect Director Oki Matsumoto For For Management 1g Elect Director Michael Miebach For For Management 1h Elect Director Youngme Moon For For Management 1i Elect Director Rima Qureshi For Against Management 1j Elect Director Gabrielle Sulzberger For For Management 1k Elect Director Harit Talwar For For Management 1l Elect Director Lance Uggla For For Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Approve Qualified Employee Stock For For Management Purchase Plan 5 Ratify PricewaterhouseCoopers LLP as For Against Management Auditors 6 Report on Overseeing Risks Related to Against Against Shareholder Discrimination 7 Report on Establishing Merchant Against For Shareholder Category Code for Gun and Ammunition Stores 8 Report on Lobbying Payments and Policy Against For Shareholder 9 Amend Bylaws to Require Shareholder Against Against Shareholder Approval of Certain Provisions Related to Director Nominations by Shareholders 10 Report on Cost-Benefit Analysis of Against Against Shareholder Diversity and Inclusion Efforts -------------------------------------------------------------------------------- MCKESSON CORPORATION Ticker: MCK Security ID: 58155Q103 Meeting Date: JUL 22, 2022 Meeting Type: Annual Record Date: MAY 27, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Richard H. Carmona For For Management 1b Elect Director Dominic J. Caruso For For Management 1c Elect Director W. Roy Dunbar For For Management 1d Elect Director James H. Hinton For For Management 1e Elect Director Donald R. Knauss For For Management 1f Elect Director Bradley E. Lerman For For Management 1g Elect Director Linda P. Mantia For For Management 1h Elect Director Maria Martinez For Against Management 1i Elect Director Susan R. Salka For For Management 1j Elect Director Brian S. Tyler For For Management 1k Elect Director Kathleen Wilson-Thompson For For Management 2 Ratify Deloitte & Touche LLP as For Against Management Auditors 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 4 Approve Omnibus Stock Plan For For Management 5 Amend Qualified Employee Stock For For Management Purchase Plan 6 Reduce Ownership Threshold for Against For Shareholder Shareholders to Call Special Meeting 7 Adopt Policy on 10b5-1 Plans Against For Shareholder -------------------------------------------------------------------------------- META PLATFORMS, INC. Ticker: META Security ID: 30303M102 Meeting Date: MAY 31, 2023 Meeting Type: Annual Record Date: APR 06, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Peggy Alford For Withhold Management 1.2 Elect Director Marc L. Andreessen For Withhold Management 1.3 Elect Director Andrew W. Houston For Withhold Management 1.4 Elect Director Nancy Killefer For For Management 1.5 Elect Director Robert M. Kimmitt For Withhold Management 1.6 Elect Director Sheryl K. Sandberg For For Management 1.7 Elect Director Tracey T. Travis For Withhold Management 1.8 Elect Director Tony Xu For Withhold Management 1.9 Elect Director Mark Zuckerberg For Withhold Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Report on Government Take Down Requests Against Against Shareholder 4 Approve Recapitalization Plan for all Against For Shareholder Stock to Have One-vote per Share 5 Report on Human Rights Impact Against For Shareholder Assessment of Targeted Advertising 6 Report on Lobbying Payments and Policy Against For Shareholder 7 Report on Allegations of Political Against For Shareholder Entanglement and Content Management Biases in India 8 Report on Framework to Assess Company Against For Shareholder Lobbying Alignment with Climate Goals 9 Report on Data Privacy regarding Against For Shareholder Reproductive Healthcare 10 Report on Enforcement of Community Against For Shareholder Standards and User Content 11 Report on Child Safety and Harm Against For Shareholder Reduction 12 Report on Executive Pay Calibration to Against For Shareholder Externalized Costs 13 Commission Independent Review of Audit Against For Shareholder & Risk Oversight Committee -------------------------------------------------------------------------------- MGM RESORTS INTERNATIONAL Ticker: MGM Security ID: 552953101 Meeting Date: MAY 02, 2023 Meeting Type: Annual Record Date: MAR 09, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Barry Diller For Against Management 1b Elect Director Alexis M. Herman For Against Management 1c Elect Director William J. Hornbuckle For For Management 1d Elect Director Mary Chris Jammet For For Management 1e Elect Director Joey Levin For Against Management 1f Elect Director Rose McKinney-James For Against Management 1g Elect Director Keith A. Meister For For Management 1h Elect Director Paul Salem For For Management 1i Elect Director Jan G. Swartz For For Management 1j Elect Director Daniel J. Taylor For Against Management 1k Elect Director Ben Winston For For Management 2 Ratify Deloitte & Touche LLP as For Against Management Auditors 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- MICRON TECHNOLOGY, INC. Ticker: MU Security ID: 595112103 Meeting Date: JAN 12, 2023 Meeting Type: Annual Record Date: NOV 14, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Richard M. Beyer For Against Management 1b Elect Director Lynn A. Dugle For For Management 1c Elect Director Steven J. Gomo For For Management 1d Elect Director Linnie M. Haynesworth For For Management 1e Elect Director Mary Pat McCarthy For For Management 1f Elect Director Sanjay Mehrotra For For Management 1g Elect Director Robert E. Switz For For Management 1h Elect Director MaryAnn Wright For For Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Amend Omnibus Stock Plan For Against Management 4 Ratify PricewaterhouseCoopers LLP as For Against Management Auditors -------------------------------------------------------------------------------- MICROSOFT CORPORATION Ticker: MSFT Security ID: 594918104 Meeting Date: DEC 13, 2022 Meeting Type: Annual Record Date: OCT 12, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Reid G. Hoffman For For Management 1.2 Elect Director Hugh F. Johnston For Against Management 1.3 Elect Director Teri L. List For For Management 1.4 Elect Director Satya Nadella For For Management 1.5 Elect Director Sandra E. Peterson For For Management 1.6 Elect Director Penny S. Pritzker For For Management 1.7 Elect Director Carlos A. Rodriguez For For Management 1.8 Elect Director Charles W. Scharf For For Management 1.9 Elect Director John W. Stanton For For Management 1.10 Elect Director John W. Thompson For For Management 1.11 Elect Director Emma N. Walmsley For For Management 1.12 Elect Director Padmasree Warrior For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Deloitte & Touche LLP as For Against Management Auditors 4 Report on Cost/Benefit Analysis of Against Against Shareholder Diversity and Inclusion 5 Report on Hiring of Persons with Against For Shareholder Arrest or Incarceration Records 6 Assess and Report on the Company's Against For Shareholder Retirement Funds' Management of Systemic Climate Risk 7 Report on Government Use of Microsoft Against For Shareholder Technology 8 Report on Development of Products for Against For Shareholder Military 9 Report on Tax Transparency Against Abstain Shareholder -------------------------------------------------------------------------------- MOODY'S CORPORATION Ticker: MCO Security ID: 615369105 Meeting Date: APR 18, 2023 Meeting Type: Annual Record Date: FEB 21, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Jorge A. Bermudez For Against Management 1b Elect Director Therese Esperdy For For Management 1c Elect Director Robert Fauber For For Management 1d Elect Director Vincent A. Forlenza For For Management 1e Elect Director Kathryn M. Hill For For Management 1f Elect Director Lloyd W. Howell, Jr. For For Management 1g Elect Director Jose M. Minaya For For Management 1h Elect Director Leslie F. Seidman For For Management 1i Elect Director Zig Serafin For For Management 1j Elect Director Bruce Van Saun For For Management 2 Amend Omnibus Stock Plan For Against Management 3 Ratify KPMG LLP as Auditors For For Management 4 Advisory Vote to Ratify Named For Abstain Management Executive Officers' Compensation 5 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- NEXTERA ENERGY, INC. Ticker: NEE Security ID: 65339F101 Meeting Date: MAY 18, 2023 Meeting Type: Annual Record Date: MAR 22, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Nicole S. Arnaboldi For For Management 1b Elect Director Sherry S. Barrat For Against Management 1c Elect Director James L. Camaren For For Management 1d Elect Director Kenneth B. Dunn For Against Management 1e Elect Director Naren K. Gursahaney For For Management 1f Elect Director Kirk S. Hachigian For For Management 1g Elect Director John W. Ketchum For Against Management 1h Elect Director Amy B. Lane For For Management 1i Elect Director David L. Porges For For Management 1j Elect Director Deborah "Dev" Stahlkopf For For Management 1k Elect Director John A. Stall For Against Management 1l Elect Director Darryl L. Wilson For For Management 2 Ratify Deloitte & Touche as Auditors For Against Management 3 Advisory Vote to Ratify Named For Abstain Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Disclose Board Skills and Diversity Against For Shareholder Matrix -------------------------------------------------------------------------------- NIKE, INC. Ticker: NKE Security ID: 654106103 Meeting Date: SEP 09, 2022 Meeting Type: Annual Record Date: JUL 08, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Alan B. Graf, Jr. For Withhold Management 1b Elect Director Peter B. Henry For For Management 1c Elect Director Michelle A. Peluso For For Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For Against Management Auditors 4 Amend Qualified Employee Stock For For Management Purchase Plan 5 Adopt a Policy on China Sourcing Against Against Shareholder -------------------------------------------------------------------------------- NVIDIA CORPORATION Ticker: NVDA Security ID: 67066G104 Meeting Date: JUN 22, 2023 Meeting Type: Annual Record Date: APR 24, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Robert K. Burgess For For Management 1b Elect Director Tench Coxe For For Management 1c Elect Director John O. Dabiri For For Management 1d Elect Director Persis S. Drell For For Management 1e Elect Director Jen-Hsun Huang For For Management 1f Elect Director Dawn Hudson For For Management 1g Elect Director Harvey C. Jones For Against Management 1h Elect Director Michael G. McCaffery For For Management 1i Elect Director Stephen C. Neal For Against Management 1j Elect Director Mark L. Perry For Against Management 1k Elect Director A. Brooke Seawell For Against Management 1l Elect Director Aarti Shah For For Management 1m Elect Director Mark A. Stevens For Against Management 2 Advisory Vote to Ratify Named For Abstain Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- PLUG POWER INC. Ticker: PLUG Security ID: 72919P202 Meeting Date: JUN 27, 2023 Meeting Type: Annual Record Date: APR 28, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Jonathan M. Silver For Withhold Management 1b Elect Director Kyungyeol Song For Withhold Management 2 Amend Omnibus Stock Plan For For Management 3 Approve Qualified Employee Stock For For Management Purchase Plan 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 5 Advisory Vote on Say on Pay Frequency One Year One Year Management 6 Ratify Deloitte & Touche LLP as For For Management Auditors -------------------------------------------------------------------------------- SALESFORCE, INC. Ticker: CRM Security ID: 79466L302 Meeting Date: JUN 08, 2023 Meeting Type: Annual Record Date: APR 14, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Marc Benioff For For Management 1b Elect Director Laura Alber For For Management 1c Elect Director Craig Conway For For Management 1d Elect Director Arnold Donald For For Management 1e Elect Director Parker Harris For For Management 1f Elect Director Neelie Kroes For For Management 1g Elect Director Sachin Mehra For For Management 1h Elect Director G. Mason Morfit For For Management 1i Elect Director Oscar Munoz For For Management 1j Elect Director John V. Roos For For Management 1k Elect Director Robin Washington For For Management 1l Elect Director Maynard Webb For For Management 1m Elect Director Susan Wojcicki For For Management 2 Amend Omnibus Stock Plan For Against Management 3 Ratify Ernst & Young LLP as Auditors For Against Management 4 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 5 Advisory Vote on Say on Pay Frequency One Year One Year Management 6 Require Independent Board Chair Against For Shareholder 7 Adopt Policy Prohibiting Directors Against Against Shareholder from Simultaneously Sitting on the Board of Directors of Any Other Company -------------------------------------------------------------------------------- SCHLUMBERGER N.V. Ticker: SLB Security ID: 806857108 Meeting Date: APR 05, 2023 Meeting Type: Annual Record Date: FEB 08, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Peter Coleman For For Management 1.2 Elect Director Patrick de La For For Management Chevardiere 1.3 Elect Director Miguel Galuccio For For Management 1.4 Elect Director Olivier Le Peuch For For Management 1.5 Elect Director Samuel Leupold For For Management 1.6 Elect Director Tatiana Mitrova For For Management 1.7 Elect Director Maria Moraeus Hanssen For For Management 1.8 Elect Director Vanitha Narayanan For For Management 1.9 Elect Director Mark Papa For Against Management 1.10 Elect Director Jeff Sheets For For Management 1.11 Elect Director Ulrich Spiesshofer For For Management 2 Advisory Vote on Say on Pay Frequency One Year One Year Management 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 4 Adopt and Approve Financials and For For Management Dividends 5 Ratify PricewaterhouseCoopers LLP as For Against Management Auditors -------------------------------------------------------------------------------- SERVICENOW, INC. Ticker: NOW Security ID: 81762P102 Meeting Date: JUN 01, 2023 Meeting Type: Annual Record Date: APR 04, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Susan L. Bostrom For Against Management 1b Elect Director Teresa Briggs For For Management 1c Elect Director Jonathan C. Chadwick For For Management 1d Elect Director Paul E. Chamberlain For For Management 1e Elect Director Lawrence J. Jackson, Jr. For For Management 1f Elect Director Frederic B. Luddy For For Management 1g Elect Director William R. McDermott For For Management 1h Elect Director Jeffrey A. Miller For Against Management 1i Elect Director Joseph 'Larry' Quinlan For For Management 1j Elect Director Anita M. Sands For For Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 4 Amend Omnibus Stock Plan For Against Management 5 Elect Director Deborah Black For For Management -------------------------------------------------------------------------------- TARGET CORPORATION Ticker: TGT Security ID: 87612E106 Meeting Date: JUN 14, 2023 Meeting Type: Annual Record Date: APR 17, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director David P. Abney For For Management 1b Elect Director Douglas M. Baker, Jr. For For Management 1c Elect Director George S. Barrett For For Management 1d Elect Director Gail K. Boudreaux For For Management 1e Elect Director Brian C. Cornell For For Management 1f Elect Director Robert L. Edwards For For Management 1g Elect Director Donald R. Knauss For For Management 1h Elect Director Christine A. Leahy For For Management 1i Elect Director Monica C. Lozano For For Management 1j Elect Director Grace Puma For For Management 1k Elect Director Derica W. Rice For For Management 1l Elect Director Dmitri L. Stockton For For Management 2 Ratify Ernst & Young LLP as Auditors For Against Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Require Independent Board Chair Against For Shareholder -------------------------------------------------------------------------------- TESLA, INC. Ticker: TSLA Security ID: 88160R101 Meeting Date: AUG 04, 2022 Meeting Type: Annual Record Date: JUN 06, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ira Ehrenpreis For Against Management 1.2 Elect Director Kathleen Wilson-Thompson For Against Management 2 Reduce Director Terms from Three to For For Management Two Years 3 Eliminate Supermajority Voting For For Management Provisions 4 Increase Authorized Common Stock For For Management 5 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 6 Adopt Proxy Access Right Against For Shareholder 7 Report on Efforts to Prevent Against For Shareholder Harassment and Discrimination in the Workplace 8 Report on Racial and Gender Board Against For Shareholder Diversity 9 Report on the Impacts of Using Against For Shareholder Mandatory Arbitration 10 Report on Corporate Climate Lobbying Against For Shareholder in line with Paris Agreement 11 Adopt a Policy on Respecting Rights to Against For Shareholder Freedom of Association and Collective Bargaining 12 Report on Eradicating Child Labor in Against For Shareholder Battery Supply Chain 13 Report on Water Risk Exposure Against For Shareholder -------------------------------------------------------------------------------- TESLA, INC. Ticker: TSLA Security ID: 88160R101 Meeting Date: MAY 16, 2023 Meeting Type: Annual Record Date: MAR 20, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Elon Musk For For Management 1.2 Elect Director Robyn Denholm For Against Management 1.3 Elect Director JB Straubel For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency Three One Year Management Years 4 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 5 Report on Key-Person Risk and Efforts Against Against Shareholder to Ameliorate It -------------------------------------------------------------------------------- THE HOME DEPOT, INC. Ticker: HD Security ID: 437076102 Meeting Date: MAY 18, 2023 Meeting Type: Annual Record Date: MAR 20, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Gerard J. Arpey For For Management 1b Elect Director Ari Bousbib For Against Management 1c Elect Director Jeffery H. Boyd For For Management 1d Elect Director Gregory D. Brenneman For Against Management 1e Elect Director J. Frank Brown For Against Management 1f Elect Director Albert P. Carey For For Management 1g Elect Director Edward P. Decker For Against Management 1h Elect Director Linda R. Gooden For For Management 1i Elect Director Wayne M. Hewett For For Management 1j Elect Director Manuel Kadre For For Management 1k Elect Director Stephanie C. Linnartz For For Management 1l Elect Director Paula Santilli For For Management 1m Elect Director Caryn Seidman-Becker For For Management 2 Ratify KPMG LLP as Auditors For Against Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Reduce Ownership Threshold for Against For Shareholder Shareholders to Request Action by Written Consent 6 Require Independent Board Chair Against For Shareholder 7 Report on Political Expenditures Against For Shareholder Congruence 8 Rescind 2022 Racial Equity Audit Against Against Shareholder Proposal 9 Encourage Senior Management Commitment Against Against Shareholder to Avoid Political Speech -------------------------------------------------------------------------------- THE SHERWIN-WILLIAMS COMPANY Ticker: SHW Security ID: 824348106 Meeting Date: APR 19, 2023 Meeting Type: Annual Record Date: FEB 21, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Kerrii B. Anderson For For Management 1b Elect Director Arthur F. Anton For Against Management 1c Elect Director Jeff M. Fettig For For Management 1d Elect Director John G. Morikis For For Management 1e Elect Director Christine A. Poon For For Management 1f Elect Director Aaron M. Powell For For Management 1g Elect Director Marta R. Stewart For For Management 1h Elect Director Michael H. Thaman For For Management 1i Elect Director Matthew Thornton, III For For Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Ernst & Young LLP as Auditors For Against Management -------------------------------------------------------------------------------- THE TJX COMPANIES, INC. Ticker: TJX Security ID: 872540109 Meeting Date: JUN 06, 2023 Meeting Type: Annual Record Date: APR 13, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Jose B. Alvarez For For Management 1b Elect Director Alan M. Bennett For Against Management 1c Elect Director Rosemary T. Berkery For For Management 1d Elect Director David T. Ching For Against Management 1e Elect Director C. Kim Goodwin For For Management 1f Elect Director Ernie Herrman For For Management 1g Elect Director Amy B. Lane For Against Management 1h Elect Director Carol Meyrowitz For Against Management 1i Elect Director Jackwyn L. Nemerov For For Management 2 Ratify PricewaterhouseCoopers LLP as For Against Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Report on Third-Party Assessment of Against For Shareholder Human Rights Due Diligence in Supply Chain 6 Report on Risk from Supplier Against For Shareholder Misclassification of Supplier's Employees 7 Adopt a Paid Sick Leave Policy for All Against For Shareholder Employees -------------------------------------------------------------------------------- THERMO FISHER SCIENTIFIC INC. Ticker: TMO Security ID: 883556102 Meeting Date: MAY 24, 2023 Meeting Type: Annual Record Date: MAR 27, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Marc N. Casper For Against Management 1b Elect Director Nelson J. Chai For Against Management 1c Elect Director Ruby R. Chandy For For Management 1d Elect Director C. Martin Harris For For Management 1e Elect Director Tyler Jacks For For Management 1f Elect Director R. Alexandra Keith For For Management 1g Elect Director James C. Mullen For For Management 1h Elect Director Lars R. Sorensen For Against Management 1i Elect Director Debora L. Spar For For Management 1j Elect Director Scott M. Sperling For Against Management 1k Elect Director Dion J. Weisler For For Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify PricewaterhouseCoopers LLP as For Against Management Auditors 5 Amend Omnibus Stock Plan For Against Management 6 Approve Qualified Employee Stock For For Management Purchase Plan -------------------------------------------------------------------------------- UBER TECHNOLOGIES, INC. Ticker: UBER Security ID: 90353T100 Meeting Date: MAY 08, 2023 Meeting Type: Annual Record Date: MAR 13, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Ronald Sugar For For Management 1b Elect Director Revathi Advaithi For For Management 1c Elect Director Ursula Burns For Against Management 1d Elect Director Robert Eckert For For Management 1e Elect Director Amanda Ginsberg For For Management 1f Elect Director Dara Khosrowshahi For For Management 1g Elect Director Wan Ling Martello For For Management 1h Elect Director John Thain For For Management 1i Elect Director David I. Trujillo For For Management 1j Elect Director Alexander Wynaendts For For Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 4 Commission a Third-Party Audit on Against For Shareholder Driver Health and Safety -------------------------------------------------------------------------------- UNION PACIFIC CORPORATION Ticker: UNP Security ID: 907818108 Meeting Date: MAY 18, 2023 Meeting Type: Annual Record Date: MAR 17, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director William J. DeLaney For For Management 1b Elect Director David B. Dillon For For Management 1c Elect Director Sheri H. Edison For For Management 1d Elect Director Teresa M. Finley For For Management 1e Elect Director Lance M. Fritz For Against Management 1f Elect Director Deborah C. Hopkins For For Management 1g Elect Director Jane H. Lute For For Management 1h Elect Director Michael R. McCarthy For Against Management 1i Elect Director Jose H. Villarreal For For Management 1j Elect Director Christopher J. Williams For For Management 2 Ratify Deloitte & Touche LLP as For Against Management Auditors 3 Advisory Vote to Ratify Named For Abstain Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Require Independent Board Chair Against For Shareholder 6 Amend Bylaws to Require Shareholder Against Against Shareholder Approval of Certain Provisions Related to Director Nominations by Shareholders 7 Adopt a Paid Sick Leave Policy Against For Shareholder -------------------------------------------------------------------------------- UNITED PARCEL SERVICE, INC. Ticker: UPS Security ID: 911312106 Meeting Date: MAY 04, 2023 Meeting Type: Annual Record Date: MAR 09, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Carol Tome For For Management 1b Elect Director Rodney Adkins For For Management 1c Elect Director Eva Boratto For For Management 1d Elect Director Michael Burns For Against Management 1e Elect Director Wayne Hewett For For Management 1f Elect Director Angela Hwang For For Management 1g Elect Director Kate Johnson For For Management 1h Elect Director William Johnson For For Management 1i Elect Director Franck Moison For For Management 1j Elect Director Christiana Smith Shi For For Management 1k Elect Director Russell Stokes For For Management 1l Elect Director Kevin Warsh For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Deloitte & Touche LLP as For Against Management Auditors 5 Approve Recapitalization Plan for all Against For Shareholder Stock to Have One-vote per Share 6 Adopt Independently Verified Against For Shareholder Science-Based Greenhouse Gas Emissions Reduction Targets in Line with the Paris Climate Agreement 7 Report on Integrating GHG Emissions Against For Shareholder Reductions Targets into Executive Compensation 8 Report on Just Transition Against For Shareholder 9 Report on Risk Due to Restrictions on Against For Shareholder Reproductive Rights 10 Oversee and Report a Civil Rights Audit Against Against Shareholder 11 Report on Effectiveness of Diversity, Against For Shareholder Equity, and Inclusion Efforts -------------------------------------------------------------------------------- UNITEDHEALTH GROUP INCORPORATED Ticker: UNH Security ID: 91324P102 Meeting Date: JUN 05, 2023 Meeting Type: Annual Record Date: APR 10, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Timothy Flynn For Against Management 1b Elect Director Paul Garcia For For Management 1c Elect Director Kristen Gil For For Management 1d Elect Director Stephen Hemsley For For Management 1e Elect Director Michele Hooper For Against Management 1f Elect Director F. William McNabb, III For For Management 1g Elect Director Valerie Montgomery Rice For For Management 1h Elect Director John Noseworthy For For Management 1i Elect Director Andrew Witty For For Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Deloitte & Touche LLP as For Against Management Auditors 5 Report on Third-Party Racial Equity Against For Shareholder Audit 6 Report on Congruency of Political Against For Shareholder Spending with Company Values and Priorities 7 Submit Severance Agreement Against For Shareholder (Change-in-Control) to Shareholder Vote -------------------------------------------------------------------------------- VISA INC. Ticker: V Security ID: 92826C839 Meeting Date: JAN 24, 2023 Meeting Type: Annual Record Date: NOV 25, 2022 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Lloyd A. Carney For For Management 1b Elect Director Kermit R. Crawford For For Management 1c Elect Director Francisco Javier For For Management Fernandez-Carbajal 1d Elect Director Alfred F. Kelly, Jr. For For Management 1e Elect Director Ramon Laguarta For For Management 1f Elect Director Teri L. List For For Management 1g Elect Director John F. Lundgren For For Management 1h Elect Director Denise M. Morrison For For Management 1i Elect Director Linda J. Rendle For For Management 1j Elect Director Maynard G. Webb, Jr. For For Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify KPMG LLP as Auditors For For Management 5 Require Independent Board Chair Against For Shareholder -------------------------------------------------------------------------------- WASTE MANAGEMENT, INC. Ticker: WM Security ID: 94106L109 Meeting Date: MAY 09, 2023 Meeting Type: Annual Record Date: MAR 14, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Bruce E. Chinn For For Management 1b Elect Director James C. Fish, Jr. For For Management 1c Elect Director Andres R. Gluski For For Management 1d Elect Director Victoria M. Holt For For Management 1e Elect Director Kathleen M. Mazzarella For For Management 1f Elect Director Sean E. Menke For For Management 1g Elect Director William B. Plummer For For Management 1h Elect Director John C. Pope For For Management 1i Elect Director Maryrose T. Sylvester For For Management 2 Ratify Ernst & Young LLP as Auditors For Against Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Approve Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- WELLS FARGO & COMPANY Ticker: WFC Security ID: 949746101 Meeting Date: APR 25, 2023 Meeting Type: Annual Record Date: FEB 24, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Steven D. Black For For Management 1b Elect Director Mark A. Chancy For For Management 1c Elect Director Celeste A. Clark For For Management 1d Elect Director Theodore F. Craver, Jr. For For Management 1e Elect Director Richard K. Davis For For Management 1f Elect Director Wayne M. Hewett For For Management 1g Elect Director CeCelia (CeCe) G. Morken For For Management 1h Elect Director Maria R. Morris For For Management 1i Elect Director Felicia F. Norwood For For Management 1j Elect Director Richard B. Payne, Jr. For For Management 1k Elect Director Ronald L. Sargent For Against Management 1l Elect Director Charles W. Scharf For For Management 1m Elect Director Suzanne M. Vautrinot For For Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify KPMG LLP as Auditors For Against Management 5 Adopt Simple Majority Vote Against For Shareholder 6 Report on Political Expenditures Against For Shareholder Congruence 7 Report on Climate Lobbying Against For Shareholder 8 Report on Climate Transition Plan Against For Shareholder Describing Efforts to Align Financing Activities with GHG Targets 9 Adopt Time-Bound Policy to Phase Out Against Against Shareholder Underwriting and Lending for New Fossil Fuel Development 10 Report on Prevention of Workplace Against For Shareholder Harassment and Discrimination 11 Adopt Policy on Freedom of Association Against For Shareholder and Collective Bargaining -------------------------------------------------------------------------------- ZOETIS INC. Ticker: ZTS Security ID: 98978V103 Meeting Date: MAY 18, 2023 Meeting Type: Annual Record Date: MAR 24, 2023 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Paul M. Bisaro For For Management 1b Elect Director Vanessa Broadhurst For For Management 1c Elect Director Frank A. D'Amelio For Against Management 1d Elect Director Michael B. McCallister For For Management 1e Elect Director Gregory Norden For For Management 1f Elect Director Louise M. Parent For For Management 1g Elect Director Kristin C. Peck For For Management 1h Elect Director Robert W. Scully For For Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Ratify KPMG LLP as Auditors For For Management 4 Provide Right to Call Special Meeting For For Management 5 Provide Right to Call a Special Against For Shareholder Meeting at a 10 Percent Ownership Threshold ========== 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. (Registrant) Virtus Equity & Convertible Income Fund By: /s/ George R. Aylward -------------------------- George R. Aylward, President Date: August 21, 2023