N-PX 1 brd2k30001493214.txt BRD2K30001493214.TXT UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-PX ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY INVESTMENT COMPANY ACT FILE NUMBER: 811-22424 NAME OF REGISTRANT: Global Macro Absolute Return Advantage Portfolio ADDRESS OF PRINCIPAL EXECUTIVE OFFICES: Two International Place Boston, MA 02110 NAME AND ADDRESS OF AGENT FOR SERVICE: Maureen A. Gemma, Esq. Two International Place Boston, MA 02110 REGISTRANT'S TELEPHONE NUMBER: 617-482-8260 DATE OF FISCAL YEAR END: 10/31 DATE OF REPORTING PERIOD: 07/01/2013 - 06/30/2014 Global Macro Absolute Return Advantage Portfolio -------------------------------------------------------------------------------------------------------------------------- DEUTSCHE EUROSHOP AG, HAMBURG Agenda Number: 705271930 -------------------------------------------------------------------------------------------------------------------------- Security: D1854M102 Meeting Type: AGM Meeting Date: 18-Jun-2014 Ticker: ISIN: DE0007480204 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management PLEASE NOTE THAT BY JUDGEMENT OF OLG Non-Voting COLOGNE RENDERED ON JUNE 6, 2012, ANY SHAREHOLDER WHO HOLDS AN AGGREGATE TOTAL OF 3 PERCENT OR MORE OF THE OUTSTANDING SHARE CAPITAL MUST REGISTER UNDER THEIR BENEFICIAL OWNER DETAILS BEFORE THE APPROPRIATE DEADLINE TO BE ABLE TO VOTE. FAILURE TO COMPLY WITH THE DECLARATION REQUIREMENTS AS STIPULATED IN SECTION 21 OF THE SECURITIES TRADE ACT (WPHG) MAY PREVENT THE SHAREHOLDER FROM VOTING AT THE GENERAL MEETINGS. THEREFORE, YOUR CUSTODIAN MAY REQUEST THAT WE REGISTER BENEFICIAL OWNER DATA FOR ALL VOTED ACCOUNTS WITH THE RESPECTIVE SUB CUSTODIAN. IF YOU REQUIRE FURTHER INFORMATION WHETHER OR NOT SUCH BO REGISTRATION WILL BE CONDUCTED FOR YOUR CUSTODIANS ACCOUNTS, PLEASE CONTACT YOUR CSR. THE SUB CUSTODIANS HAVE ADVISED THAT VOTED Non-Voting SHARES ARE NOT BLOCKED FOR TRADING PURPOSES I.E. THEY ARE ONLY UNAVAILABLE FOR SETTLEMENT. REGISTERED SHARES WILL BE DEREGISTERED AT THE DEREGISTRATION DATE BY THE SUB CUSTODIANS. IN ORDER TO DELIVER/SETTLE A VOTED POSITION BEFORE THE DEREGISTRATION DATE A VOTING INSTRUCTION CANCELLATION AND DE-REGISTRATION REQUEST NEEDS TO BE SENT TO YOUR CSR OR CUSTODIAN. PLEASE CONTACT YOUR CSR FOR FURTHER INFORMATION. THE VOTE/REGISTRATION DEADLINE AS DISPLAYED Non-Voting ON PROXYEDGE IS SUBJECT TO CHANGE AND WILL BE UPDATED AS SOON AS BROADRIDGE RECEIVES CONFIRMATION FROM THE SUB CUSTODIANS REGARDING THEIR INSTRUCTION DEADLINE. FOR ANY QUERIES PLEASE CONTACT YOUR CLIENT SERVICES REPRESENTATIVE. ACCORDING TO GERMAN LAW, IN CASE OF Non-Voting SPECIFIC CONFLICTS OF INTEREST IN CONNECTION WITH SPECIFIC ITEMS OF THE AGENDA FOR THE GENERAL MEETING YOU ARE NOT ENTITLED TO EXERCISE YOUR VOTING RIGHTS. FURTHER, YOUR VOTING RIGHT MIGHT BE EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS HAS REACHED CERTAIN THRESHOLDS AND YOU HAVE NOT COMPLIED WITH ANY OF YOUR MANDATORY VOTING RIGHTS NOTIFICATIONS PURSUANT TO THE GERMAN SECURITIES TRADING ACT (WHPG). FOR QUESTIONS IN THIS REGARD PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE FOR CLARIFICATION. IF YOU DO NOT HAVE ANY INDICATION REGARDING SUCH CONFLICT OF INTEREST, OR ANOTHER EXCLUSION FROM VOTING, PLEASE SUBMIT YOUR VOTE AS USUAL. THANK YOU. COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 03 Non-Voting JUNE 2014. FURTHER INFORMATION ON COUNTER PROPOSALS CAN BE FOUND DIRECTLY ON THE ISSUER'S WEBSITE (PLEASE REFER TO THE MATERIAL URL SECTION OF THE APPLICATION). IF YOU WISH TO ACT ON THESE ITEMS, YOU WILL NEED TO REQUEST A MEETING ATTEND AND VOTE YOUR SHARES DIRECTLY AT THE COMPANY'S MEETING. COUNTER PROPOSALS CANNOT BE REFLECTED IN THE BALLOT ON PROXYEDGE. 1. PRESENTATION OF THE FINANCIAL STATEMENTS Non-Voting AND ANNUAL REPORT FOR THE 2013 FINANCIAL YEAR WITH THE REPORT OF THE SUPERVISORY BOARD, THE GROUP FINANCIAL STATEMENTS, THE GROUP ANNUAL REPORT, AND THE REPORT PURSUANT TO SECTIONS 289(4), 289(5) AND 315(4) OF THE GERMAN COMMERCIAL CODE 2. RESOLUTION ON THE APPROPRIATION OF THE Mgmt For For DISTRIBUTABLE PROFIT THE DISTRIBUTABLE PROFIT OF EUR 67,431,920 SHALL BE APPROPRIATED AS FOLLOWS: PAYMENT OF A DIVIDEND OF EUR 1.25 PER NO-PAR SHARE EX-DIVIDEND DATE: JUNE 19, 2014 PAYABLE DATE: JUNE 20, 2014 3. RATIFICATION OF THE ACTS OF THE BOARD OF Mgmt For For MDS 4. RATIFICATION OF THE ACTS OF THE SUPERVISORY Mgmt For For BOARD 5. APPOINTMENT OF AUDITORS FOR THE 2014 Mgmt For For FINANCIAL YEAR: BDO AG, HAMBURG 6.1 ELECT THOMAS ARMBRUST TO THE SUPERVISORY Mgmt Against Against BOARD 6.2 ELECT BEATE BELL TO THE SUPERVISORY BOARD Mgmt Against Against 6.3 ELECT MANUELA BETTER TO THE SUPERVISORY Mgmt For For BOARD -------------------------------------------------------------------------------------------------------------------------- DEUTSCHE WOHNEN AG, FRANKFURT/MAIN Agenda Number: 704699771 -------------------------------------------------------------------------------------------------------------------------- Security: D2046U176 Meeting Type: EGM Meeting Date: 30-Sep-2013 Ticker: ISIN: DE000A0HN5C6 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management ACCORDING TO GERMAN LAW, IN CASE OF Non-Voting SPECIFIC CONFLICTS OF INTEREST IN CONNECTION WITH SPECIFIC ITEMS OF THE AGENDA FOR THE GENERAL MEETING YOU ARE NOT ENTITLED TO EXERCISE YOUR VOTING RIGHTS. FURTHER, YOUR VOTING RIGHT MIGHT BE EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS HAS REACHED CERTAIN THRESHOLDS AND YOU HAVE NOT COMPLIED WITH ANY OF YOUR MANDATORY VOTING RIGHTS NOTIFICATIONS PURSUANT TO THE GERMAN SECURITIES TRADING ACT (WHPG). FOR QUESTIONS IN THIS REGARD PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE FOR CLARIFICATION. IF YOU DO NOT HAVE ANY INDICATION REGARDING SUCH CONFLICT OF INTEREST, OR ANOTHER EXCLUSION FROM VOTING, PLEASE SUBMIT YOUR VOTE AS USUAL. THANK YOU. PLEASE NOTE THAT THE TRUE RECORD DATE FOR Non-Voting THIS MEETING IS 09 SEP 2013, WHEREAS THE MEETING HAS BEEN SETUP USING THE ACTUAL RECORD DATE-1 BUSINESS DAY. THIS IS DONE TO ENSURE THAT ALL POSITIONS REPORTED ARE IN CONCURRENCE WITH THE GERMAN LAW. THANK YOU. COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 15 Non-Voting SEP 2013. FURTHER INFORMATION ON COUNTER PROPOSALS CAN BE FOUND DIRECTLY ON THE ISSUER'S WEBSITE (PLEASE REFER TO THE MATERIAL URL SECTION OF THE APPLICATION). IF YOU WISH TO ACT ON THESE ITEMS, YOU WILL NEED TO REQUEST A MEETING ATTEND AND VOTE YOUR SHARES DIRECTLY AT THE COMPANY'S MEETING. COUNTER PROPOSALS CANNOT BE REFLECTED IN THE BALLOT ON PROXYEDGE. 1. Increase of the Companys Share Capital Mgmt For For against Contributions in kind with the Exclusion of the Shareholders Subscription Rights and Authorisation for the Amendment of the Articles of Association 2. Increase of the Company Share Capital Mgmt For For against Cash Contributions with the Exclusion of the Shareholders Subscription Rights and Authorisation for the Amendment of the Articles of Association -------------------------------------------------------------------------------------------------------------------------- DEUTSCHE WOHNEN AG, FRANKFURT/MAIN Agenda Number: 705244490 -------------------------------------------------------------------------------------------------------------------------- Security: D2046U176 Meeting Type: AGM Meeting Date: 11-Jun-2014 Ticker: ISIN: DE000A0HN5C6 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management ACCORDING TO GERMAN LAW, IN CASE OF Non-Voting SPECIFIC CONFLICTS OF INTEREST IN CONNECTION WITH SPECIFIC ITEMS OF THE AGENDA FOR THE GENERAL MEETING YOU ARE NOT ENTITLED TO EXERCISE YOUR VOTING RIGHTS. FURTHER, YOUR VOTING RIGHT MIGHT BE EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS HAS REACHED CERTAIN THRESHOLDS AND YOU HAVE NOT COMPLIED WITH ANY OF YOUR MANDATORY VOTING RIGHTS NOTIFICATIONS PURSUANT TO THE GERMAN SECURITIES TRADING ACT (WHPG). FOR QUESTIONS IN THIS REGARD PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE FOR CLARIFICATION. IF YOU DO NOT HAVE ANY INDICATION REGARDING SUCH CONFLICT OF INTEREST, OR ANOTHER EXCLUSION FROM VOTING, PLEASE SUBMIT YOUR VOTE AS USUAL. THANK YOU. PLEASE NOTE THAT THE TRUE RECORD DATE FOR Non-Voting THIS MEETING IS 21 MAY 2014, WHEREAS THE MEETING HAS BEEN SETUP USING THE ACTUAL RECORD DATE-1 BUSINESS DAY. THIS IS DONE TO ENSURE THAT ALL POSITIONS REPORTED ARE IN CONCURRENCE WITH THE GERMAN LAW. THANK YOU. COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 27 Non-Voting MAY 2014. FURTHER INFORMATION ON COUNTER PROPOSALS CAN BE FOUND DIRECTLY ON THE ISSUER'S WEBSITE (PLEASE REFER TO THE MATERIAL URL SECTION OF THE APPLICATION). IF YOU WISH TO ACT ON THESE ITEMS, YOU WILL NEED TO REQUEST A MEETING ATTEND AND VOTE YOUR SHARES DIRECTLY AT THE COMPANY'S MEETING. COUNTER PROPOSALS CANNOT BE REFLECTED IN THE BALLOT ON PROXYEDGE. 1. PRESENTATION OF THE APPROVED ANNUAL Non-Voting FINANCIAL STATEMENTS AND THE SUPERVISORY BOARD-APPROVED CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2013, THE MANAGEMENT RE-PORTS FOR THE COMPANY AND THE GROUP, INCLUDING THE SUPERVISORY BOARD REPORT FOR THE 2013 FINANCIAL YEAR, AS WELL AS THE EXPLANATORY MANAGEMENT BOARD REPORT ON THE DISCLOSURE PURSUANT TO SECTIONS 289 PARAGRAPHS 4 AND 5, AND SECTION 315 PARAGRAPH 4 OF THE GERMAN COMMERCIAL CODE (HGB) AS OF DECEMBER 31, 2013 2. PASSING OF A RESOLUTION CONCERNING THE Mgmt For For APPROPRIATION OF THE NET PROFIT AVAILABLE FOR DISTRIBUTION FOR THE 2013 FINANCIAL YEAR BY DEUTSCHE WOHNEN AG: DISTRIBUTION OF A DIVIDEND OF EUR 0.34 PER REGISTERED SHARE OR BEARER SHARE 3. PASSING OF A RESOLUTION ON THE APPROVAL OF Mgmt For For THE ACTIONS OF THE MANAGEMENT BOARD FOR THE 2013 FINANCIAL YEAR 2013 4. PASSING OF A RESOLUTION ON THE APPROVAL OF Mgmt For For THE ACTIONS OF THE SUPERVISORY BOARD FOR THE 2013 FINANCIAL YEAR 5. ELECTION OF THE AUDITOR OF THE ANNUAL Mgmt For For FINANCIAL STATEMENTS AND OF THE AUDITOR OF THE CONSOLIDATED FINANCIAL STATEMENTS, AS WELL AS OF THE AUDITOR FOR ANY AUDITED REVIEW OF THE HALF-YEAR FINANCIAL REPORT FOR THE 2014 FINANCIAL YEAR: ERNST & YOUNG GMBH 6. ELECTIONS TO THE SUPERVISORY BOARD: MR. Mgmt For For CLAUS WISSER 7. PASSING OF A RESOLUTION CONCERNING THE Mgmt Against Against APPROVAL OF THE COMPENSATION SYSTEM APPLYING TO THE MEMBERS OF THE MANAGEMENT BOARD 8. PASSING OF A RESOLUTION CONCERNING THE Mgmt For For CREATION OF AUTHORIZED CAPITAL 2014 WITH THE POSSIBILITY OF EXCLUDING SUBSCRIPTION RIGHTS AND CANCELLING THE EXISTING AUTHORIZED CAPITAL AND CORRESPONDING CHANGE TO THE ARTICLES OF ASSOCIATION A) CREATION OF AUTHORIZED CAPITAL 2014 WITH THE POSSIBILITY OF EXCLUDING SUBSCRIPTION RIGHTS, B) CHANGES TO SECTION 4A OF THE ARTICLES OF ASSOCIATION, C) CANCELLATION OF EXISTING AUTHORIZED CAPITAL, D) APPLICATION FOR ENTRY INTO THE COMMERCIAL REGISTER 9. PASSING OF A RESOLUTION CONCERNING THE Mgmt For For GRANTING OF A NEW AUTHORIZATION TO ISSUE CONVERTIBLE AND/OR WARRANT-LINKED BONDS AND/OR CONVERTIBLE OR WARRANT-LINKED PARTICIPATION RIGHTS (OR A COMBINATION OF THESE INSTRUMENTS) WITH THE OPTION OF EXCLUDING SUBSCRIPTION RIGHTS, CREATION OF CONDITIONAL CAPITAL 2014/I, PARTIAL CANCELLATION OF THE EXISTING AUTHORIZATION TO IS-SUE CONVERTIBLE AND WARRANT-LINKED BONDS, PARTIAL CANCELLATION OF CONDITIONAL CAPITAL 2013 (SECTION 4B OF THE ARTICLES OF ASSOCIATION) AND CORRESPONDING CHANGES TO THE ARTICLES OF ASSOCIATION: A) AUTHORIZATION TO ISSUE CONVERTIBLE AND/OR WARRANT-LINKED BONDS AND/OR CONVERTIBLE AND/OR WARRANT-LINKED PARTICIPATION RIGHTS (OR A COMBINATION OF THESE INSTRUMENTS) AND TO EXCLUDE SUBSCRIPTION RIGHTS, B) CONDITIONAL CAPITAL 2014/I, C) CANCELLATION OF THE NON-EXERCISED AUTHORIZATION OF MAY 28, 2013 AND CORRESPONDING CANCELLATION OF CONDITIONAL CAPITAL 2013, D) AMENDMENT TO THE ARTICLES OF ASSOCIATION, E) AUTHORIZATION OF THE SUPERVISORY BOARD TO MAKE CHANGES TO THE ARTICLES OF ASSOCIATION THAT ONLY AFFECT THE WORDING, F) COMMERCIAL REGISTER ENTRY, AUTHORIZATION TO ADJUST ARTICLES OF ASSOCIATION 10. PASSING OF A RESOLUTION CONCERNING THE Mgmt For For APPROVAL TO ENTER INTO A DOMINATION AGREEMENT BETWEEN DEUTSCHE WOHNEN AG AND GSW IMMOBILIEN AG; PASSING A RESOLUTION CONCERNING THE CREATION OF CONDITIONAL CAPITAL 2014/II AND THE INSERTION OF A NEW SECTION 4C IN THE ARTICLES OF ASSOCIATION 11. APPROVAL TO ENTER INTO A PROFIT AND LOSS Mgmt For For TRANSFER AGREEMENT BETWEEN DEUTSCHE WOHNEN AG AND DEUTSCHE WOHNEN MANAGEMENT GMBH 12. APPROVAL TO ENTER INTO A PROFIT AND LOSS Mgmt For For TRANSFER AGREEMENT BETWEEN DEUTSCHE WOHNEN AG AND DEUTSCHE WOHNEN IMMOBILIEN MANAGEMENT GMBH 13. APPROVAL TO ENTER INTO A PROFIT AND LOSS Mgmt For For TRANSFER AGREEMENT BETWEEN DEUTSCHE WOHNEN AG AND DEUTSCHE WOHNEN CONSTRUCTION AND FACILITIES GMBH 14. PASSING OF A RESOLUTION CONCERNING THE Mgmt For For AUTHORIZATION TO ACQUIRE AND USE OWN SHARES, INCLUDING AUTHORIZATION TO RETIRE TREASURY SHARES ACQUIRED AND REDUCE CAPITAL 15. PASSING OF A RESOLUTION CONCERNING THE Mgmt For For CONVERSION OF ALL OUTSTANDING REGISTERED SHARES TO BEARER SHARES AND CORRESPONDING AMENDMENTS TO SECTION 4 PARAGRAPH 2 AND PARAGRAPH 3 SENTENCE 1 AND SECTION 9 OF THE ARTICLES OF ASSOCIATION 16. PASSING OF A RESOLUTION CONCERNING THE Mgmt For For AUTHORIZATION TO ISSUE STOCK OPTIONS TO MEMBERS OF THE MANAGEMENT BOARD OF DEUTSCHE WOHNEN AG AND TO SELECTED EXECUTIVES OF DEUTSCHE WOHNEN AG AND AFFILIATED COMPANIES, THE CREATION OF CONDITIONAL CAPITAL 2014/III TO SERVICE STOCK OPTIONS AND THE INSERTION OF A NEW SECTION 4D TO THE ARTICLES OF ASSOCIATION: A) AUTHORIZATION TO ISSUE STOCK OPTIONS AS PART OF AOP 2014, B) CONDITIONAL CAPITAL 2014/III, C) AMENDMENTS TO THE ARTICLES OF ASSOCIATION: SECTION 4D -------------------------------------------------------------------------------------------------------------------------- GAGFAH SA, LUXEMBOURG Agenda Number: 705261624 -------------------------------------------------------------------------------------------------------------------------- Security: L4121J101 Meeting Type: AGM Meeting Date: 12-Jun-2014 Ticker: ISIN: LU0269583422 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 PRESENTATION OF THE STATUTORY MANAGEMENT Non-Voting REPORT AND THE CONSOLIDATED MANAGEMENT REPORT FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2013 2 PRESENTATION ON 2014 INCLUDING AN UPDATE Non-Voting ON: OPERATIONAL ACTIVITIES OF THE GAGFAH GROUP; CORPORATE GOVERNANCE AND EXPECTED DIVIDEND POLICY 3 PRESENTATION OF THE REPORTS BY THE AUDITORS Non-Voting OF THE COMPANY IN RESPECT OF THE STATUTORY FINANCIAL STATEMENTS OF THE COMPANY AND IN RESPECT OF THE CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY AND ITS GROUP, FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2013 4 APPROVAL OF THE STATUTORY FINANCIAL Mgmt For For STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2013 5 APPROVAL OF THE CONSOLIDATED FINANCIAL Mgmt For For STATEMENTS OF THE COMPANY AND ITS GROUP FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2013 6 RESOLUTION CONCERNING THE ALLOCATION OF THE Mgmt For For RESULTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2013 7 DISCHARGE (QUITUS) TO ALL THE DIRECTORS OF Mgmt For For THE COMPANY WHO WERE IN OFFICE DURING THE FINANCIAL YEAR ENDED DECEMBER 31, 2013 8 ELECTION OF MR. GERHARD ZEILER Mgmt For For (INDEPENDENT) AS DIRECTOR OF THE COMPANY (FOLLOWING CO-OPTATION WHICH OCCURRED ON MARCH 25, 2014), FOR A TERM TO END AT THE GENERAL MEETING OF SHAREHOLDERS APPROVING THE STATUTORY FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDING DECEMBER 2018 9 COMPENSATION OF DIRECTORS Mgmt For For * Management position unknown
SIGNATURES Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (Registrant) Global Macro Absolute Return Advantage Portfolio By (Signature) /s/ Eric A. Stein Name Eric A. Stein Title President Date 08/14/2014