0001398344-21-015619.txt : 20210806 0001398344-21-015619.hdr.sgml : 20210806 20210806114336 ACCESSION NUMBER: 0001398344-21-015619 CONFORMED SUBMISSION TYPE: N-PX PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210630 FILED AS OF DATE: 20210806 DATE AS OF CHANGE: 20210806 EFFECTIVENESS DATE: 20210806 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Investment Managers Series Trust II CENTRAL INDEX KEY: 0001587982 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: N-PX SEC ACT: 1940 Act SEC FILE NUMBER: 811-22894 FILM NUMBER: 211151648 BUSINESS ADDRESS: STREET 1: 235 WEST GALENA STREET CITY: MILWAUKEE STATE: WI ZIP: 53212 BUSINESS PHONE: 414-299-2295 MAIL ADDRESS: STREET 1: 235 WEST GALENA STREET CITY: MILWAUKEE STATE: WI ZIP: 53212 0001587982 S000070590 AXS Merger Fund C000224240 Class I GAKIX C000224241 Investor Class GAKAX N-PX 1 fp0067664_npx.htm

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 811-22894

 

INVESTMENT MANAGERS SERIES TRUST II


(Exact name of registrant as specified in charter)

 

235 W. Galena Street, Milwaukee, WI 53212
(Address of principal executive offices) (Zip code)

 

Diane J. Drake

Mutual Fund Administration, LLC

2220 E. Route 66, Suite 226

Glendora, California 91740


(Name and address of agent for service)

 

Registrant's telephone number, including area code: (626) 385-5777

 

Date of fiscal year end: September 30

 

Date of reporting period: July 1, 2020 - June 30, 2021

 

Form N-PX is to be used by a registered management investment company, other than a small business investment company registered on Form N-5 (ss.ss. 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than August 31 of each year, containing the registrant's proxy voting record for the most recent twelve-month period ended June 30, pursuant to section 30 of the Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4). The Commission may use the information provided on Form N-PX in its regulatory, disclosure review, inspection, and policymaking roles.

 

A registrant is required to disclose the information specified by Form N-PX, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-PX unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. ss. 3507.


 

 

ITEM 1. PROXY VOTING RECORD.

 

Investment Company Report

 

E*TRADE FINANCIAL CORPORATION
Security 269246401   Meeting Type Special
Ticker Symbol ETFC   Meeting Date 17-Jul-2020
ISIN US2692464017   Agenda 935240298 - Management
           
Item Proposal Proposed by Vote For/Against Management
1. Proposal to adopt the Agreement and Plan of Merger, dated as of February 20, 2020 (as it may be amended from time to time, the "merger agreement"), by and among Morgan Stanley, Moon-Eagle Merger Sub, Inc. and E*TRADE Financial Corporation ("E*TRADE"). Management For For
2. Proposal to approve, on an advisory (non-binding) basis, certain compensation that may be paid or become payable to E*TRADE's named executive officers in connection with the merger. Management For For
3. Proposal to adjourn the E*TRADE special meeting, if necessary or appropriate, to solicit additional proxies in favor of the merger agreement proposal if there are not sufficient votes at the time of such adjournment to adopt the merger agreement. Management For For
CAESARS ENTERTAINMENT CORPORATION
Security 127686103   Meeting Type Annual
Ticker Symbol CZR   Meeting Date 24-Jul-2020
ISIN US1276861036   Agenda 935241860 - Management
           
Item Proposal Proposed by Vote For/Against Management
1A. Election of Director: Thomas Benninger Management For For
1B. Election of Director: Jan Jones Blackhurst Management For For
1C. Election of Director: Juliana Chugg Management For For
1D. Election of Director: Denise Clark Management For For
1E. Election of Director: Keith Cozza Management For For
1F. Election of Director: John Dionne Management For For
1G. Election of Director: James Hunt Management For For
1H. Election of Director: Don Kornstein Management For For
1I. Election of Director: Courtney Mather Management For For
1J. Election of Director: James Nelson Management For For
1K. Election of Director: Anthony Rodio Management For For
2. To approve, on an advisory, non-binding basis, named executive officer compensation. Management For For
3. To ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the year ending December 31, 2020. Management Against Against
TAUBMAN CENTERS, INC.
Security 876664103   Meeting Type Annual
Ticker Symbol TCO   Meeting Date 28-Jul-2020
ISIN US8766641034   Agenda 935246240 - Management
           
Item Proposal Proposed by Vote For/Against Management
1. DIRECTOR Management    
  1 Mayree C. Clark   For For
  2 Michael J. Embler   For For
  3 Janice L. Fields   For For
  4 Michelle J. Goldberg   For For
  5 Nancy Killefer   For For
  6 Cia Buckley Marakovits   For For
  7 Robert S. Taubman   Withheld Against
  8 Ronald W. Tysoe   Withheld Against
  9 Myron E. Ullman, III   For For
2. Ratification of the appointment of KPMG LLP as the independent registered public accounting firm for the year ending December 31, 2020. Management Against Against
3. Advisory approval of the named executive officer compensation. Management For For
TERRAFORM POWER INC.
Security 88104R209   Meeting Type Annual
Ticker Symbol TERP   Meeting Date 29-Jul-2020
ISIN US88104R2094   Agenda 935245844 - Management
           
Item Proposal Proposed by Vote For/Against Management
1. To adopt the Plan of Merger set forth as Exhibit B to the Reorganization Agreement referred to below and to approve (i) the Agreement and Plan of Reorganization, dated as of March 16, 2020 (as amended from time to time, the "Reorganization Agreement"), by and among Brookfield Renewable Partners L.P., Brookfield Renewable Corporation, 2252876 Alberta ULC, TerraForm Power, Inc. and TerraForm Power NY Holdings, Inc. and (ii) the Reincorporation Merger and the Share Exchange contemplated by the Reorganization Agreement ("Merger Proposal") Management For For
2a. Election of Director: Brian Lawson Management For For
2b. Election of Director: Carolyn Burke Management For For
2c. Election of Director: Christian S. Fong Management For For
2d. Election of Director: Harry Goldgut Management Against Against
2e. Election of Director: Richard Legault Management For For
2f. Election of Director: Mark McFarland Management For For
2g. Election of Director: Sachin Shah Management For For
3. To ratify the appointment of Ernst & Young LLP as TerraForm Power Inc.'s independent registered public accounting firm for 2020. Management Against Against
4. To ratify, on a non-binding, advisory basis, the compensation paid to TerraForm Power Inc.'s named executive officers. Management For For
5. To approve the adjournment of the Annual Meeting of Stockholders, if necessary, to solicit additional proxies if there are not sufficient votes to approve the Merger Proposal. Management For For
GAIN CAPITAL HOLDINGS, INC.
Security 36268W100   Meeting Type Annual
Ticker Symbol GCAP   Meeting Date 06-Aug-2020
ISIN US36268W1009   Agenda 935241214 - Management
           
Item Proposal Proposed by Vote For/Against Management
1a. Election of Director: Peter Quick Management Against Against
1b. Election of Director: Glenn H. Stevens Management For For
1c. Election of Director: Thomas Bevilacqua Management For For
2. To ratify the appointment of BDO USA LLP as our independent registered public accounting firm for the year ending December 31, 2020. Management For For
3. FOR the advisory approval of the Company's named executive officer compensation. Management For For
ADVANCED DISPOSAL SERVICES INC.
Security 00790X101   Meeting Type Special
Ticker Symbol ADSW   Meeting Date 25-Aug-2020
ISIN US00790X1019   Agenda 935255578 - Management
           
Item Proposal Proposed by Vote For/Against Management
1. To adopt the Agreement and Plan of Merger, dated as of April 14, 2019, as amended by Amendment No. 1 thereto, dated as of June 24, 2020, as may be further amended from time to time (the amended merger agreement), by and among Advanced Disposal Services, Inc. (Advanced Disposal), Waste Management, Inc. and Everglades Merger Sub Inc. (Merger Sub) pursuant to which Merger Sub will merge with and into Advanced Disposal (the merger). Management For For
2. To approve, on a non-binding advisory basis, specified compensation that may be paid or become payable to Advanced Disposal's named executive officers in connection with the merger and contemplated by the amended merger agreement. Management For For
3. To approve one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the amended merger agreement. Management For For
WILLIS TOWERS WATSON PLC
Security G96629103   Meeting Type Special
Ticker Symbol WLTW   Meeting Date 26-Aug-2020
ISIN IE00BDB6Q211   Agenda 935249234 - Management
           
Item Proposal Proposed by Vote For/Against Management
1. Ordinary Resolution to approve the scheme, as described in the joint proxy statement, in its original form or with or subject to any modification(s), addition(s) or condition(s) approved or imposed by the High Court of Ireland, and to authorize the directors of WTW to take all such actions as they consider necessary or appropriate for carrying the scheme into effect. Management For For
2. Special Resolution to amend the constitution of WTW, referred to as the "WTW Constitution," so that any WTW Shares that are issued on or after the WTW Voting Record Time will either be subject to the terms of the scheme or will be immediately and automatically acquired by Aon for the scheme consideration. Management For For
3. Ordinary Resolution to approve, on a non-binding, advisory basis, specified compensatory arrangements between WTW and its named executive officers relating to the transaction. Management Against Against
4. Ordinary Resolution to approve any motion by the chairman of the WTW EGM to adjourn the WTW EGM, or any adjournments thereof, to solicit additional proxies in favour of the approval of the resolutions if there are insufficient votes at the time of the WTW EGM to approve resolutions 1 and 2. Management For For
WILLIS TOWERS WATSON PLC
Security G96629111   Meeting Type Special
Ticker Symbol     Meeting Date 26-Aug-2020
ISIN IE00B4XGY116   Agenda 935249246 - Management
           
Item Proposal Proposed by Vote For/Against Management
1. To approve the scheme, as described in the joint proxy statement, in its original form or with or subject to any modification(s), addition(s) or condition(s) approved or imposed by the High Court of Ireland. Management For For
58.COM (WUBA)
Security 31680Q104   Meeting Type Special
Ticker Symbol WUBA   Meeting Date 07-Sep-2020
ISIN US31680Q1040   Agenda 935261002 - Management
           
Item Proposal Proposed by Vote For/Against Management
S1. IT IS RESOLVED, as a Special Resolution, THAT: the execution, delivery and performance of the agreement and plan of merger, dated as of June 15, 2020 (the "Merger Agreement"), among Quantum Bloom Group Ltd, an exempted company with limited liability incorporated under the laws of the Cayman Islands ("Parent"), Quantum Bloom Company Ltd, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent ("Merger Sub"), ...(due to space limits, see proxy material for full proposal). Management For For
S2. IT IS RESOLVED, as a Special Resolution, THAT: each of directors and officers of the Company be and are hereby authorized to do all things necessary to give effect to the Merger Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, the Variation of Capital and the Amendment of the M&A. Management For For
O3. IT IS RESOLVED, as an Ordinary Resolution, THAT: the extraordinary general meeting be adjourned in order to allow the Company to solicit additional proxies in the event that there are insufficient proxies received at the time of the extraordinary general meeting to pass the special resolutions to be proposed at the extraordinary general meeting. Management For For
NATIONAL GENERAL HOLDINGS CORP.
Security 636220303   Meeting Type Special
Ticker Symbol NGHC   Meeting Date 30-Sep-2020
ISIN US6362203035   Agenda 935267434 - Management
           
Item Proposal Proposed by Vote For/Against Management
1. To adopt the Agreement and Plan of Merger, dated as of July 7, 2020 (as it may be amended from time to time, the "Merger Agreement"), by and among National General Holdings Corp., a Delaware corporation (the "Company"), The Allstate Corporation, a Delaware corporation ("Parent"), and Bluebird Acquisition Corp., a Delaware corporation and an indirect wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which, subject to the satisfaction of customary closing conditions, Merger Sub will be merged with and into the Company (the "Merger"). Management For For
2. To approve, on a non-binding, advisory basis, the compensation payments that will or may be paid or become payable to the Company's named executive officers and that are based on or otherwise relate to the Merger and the agreements and understandings pursuant to which such compensation will or may be paid or become payable. Management For For
3. To approve the adjournment of the special meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the Merger Agreement or in the absence of a quorum. Management For For
ANALOG DEVICES, INC.
Security 032654105   Meeting Type Special
Ticker Symbol ADI   Meeting Date 08-Oct-2020
ISIN US0326541051   Agenda 935270392 - Management
           
Item Proposal Proposed by Vote For/Against Management
1. To approve the issuance of shares of common stock, par value $0.16 2/3 per share, of Analog Devices, Inc. ("Analog Devices") to the stockholders of Maxim Integrated Products, Inc. ("Maxim") in connection with the merger contemplated by the Agreement and Plan of Merger, dated as of July 12, 2020 (as it may be amended from time to time), by and among Analog Devices, Magneto Corp., a Delaware corporation and wholly- owned subsidiary of Analog Devices, and Maxim (the "Analog Devices share issuance proposal"). Management For For
2. To adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve the Analog Devices share issuance proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to Analog Devices shareholders. Management For For
MAJESCO
Security 56068V102   Meeting Type Consent
Ticker Symbol     Meeting Date 12-Oct-2020
ISIN US56068V1026   Agenda 935266773 - Management
           
Item Proposal Proposed by Vote For/Against Management
1. To approve the Amended and Restated Agreement and Plan of Merger dated August 8, 2020, by and among Majesco, Magic Intermediate, LLC and Magic Merger Sub, Inc. ("Merger Sub"), as the same may be amended or supplemented from time to time (the "Merger Agreement"), and the transactions contemplated by the Merger Agreement, including the merger of Merger Sub with and into Majesco. Management For For
CINEPLEX INC
Security 172454100   Meeting Type MIX
Ticker Symbol     Meeting Date 13-Oct-2020
ISIN CA1724541000   Agenda 713078574 - Management
           
Item Proposal Proposed by Vote For/Against Management
CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE 'IN FAVOR' OR 'AGAINST'-ONLY FOR RESOLUTIONS 3, 4 AND 5 AND 'IN FAVOR' OR 'ABSTAIN' ONLY FOR-RESOLUTION NUMBERS 1.1 TO 1.9 AND 2. THANK YOU Non-Voting    
1.1 ELECTION OF DIRECTOR: JORDAN BANKS Management For For
1.2 ELECTION OF DIRECTOR: ROBERT BRUCE Management Against Against
1.3 ELECTION OF DIRECTOR: JOAN DEA Management For For
1.4 ELECTION OF DIRECTOR: JANICE FUKAKUSA Management For For
1.5 ELECTION OF DIRECTOR: DONNA HAYES Management For For
1.6 ELECTION OF DIRECTOR: ELLIS JACOB Management For For
1.7 ELECTION OF DIRECTOR: SARABJIT MARWAH Management For For
1.8 ELECTION OF DIRECTOR: NADIR MOHAMED Management For For
1.9 ELECTION OF DIRECTOR: PHYLLIS YAFFE Management For For
2 APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS AUDITORS OF THE CORPORATION AND THE AUTHORIZATION OF THE DIRECTORS TO FIX THEIR REMUNERATION Management For For
3 NON-BINDING SAY-ON-PAY ADVISORY RESOLUTION SET FORTH IN THE ACCOMPANYING MANAGEMENT INFORMATION CIRCULAR ON THE CORPORATION'S APPROACH TO EXECUTIVE COMPENSATION Management For For
4 ADOPTING THE CORPORATION'S SHAREHOLDER RIGHTS PLAN RESOLUTION SET FORTH IN THE ACCOMPANYING MANAGEMENT INFORMATION CIRCULAR AND APPROVED BY THE BOARD OF DIRECTORS OF THE CORPORATION Management For For
5 APPROVING AND RATIFYING THE CORPORATION'S OMNIBUS EQUITY INCENTIVE PLAN AND THE GRANT OF AWARDS THEREUNDER AS DESCRIBED IN THE MANAGEMENT INFORMATION CIRCULAR AND APPROVED BY THE BOARD OF DIRECTORS OF THE CORPORATION Management For For
6 IN HIS/HER DISCRETION WITH RESPECT TO THE AMENDMENTS TO OR VARIATIONS OF MATTERS IDENTIFIED ABOVE OR UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING IN ACCORDANCE WITH APPLICABLE LAW, HEREBY REVOKING ANY PROXY PREVIOUSLY GIVEN Management For Against
VARIAN MEDICAL SYSTEMS, INC.
Security 92220P105   Meeting Type Special
Ticker Symbol VAR   Meeting Date 15-Oct-2020
ISIN US92220P1057   Agenda 935274821 - Management
           
Item Proposal Proposed by Vote For/Against Management
1. To approve and adopt the Agreement and Plan of Merger, dated as of August 2, 2020 (as it may be amended from time to time, the "merger agreement"). Management For For
2. To adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve and adopt the merger agreement if there are not sufficient votes at the time of such adjournment to approve and adopt the merger agreement. Management For For
3. To approve, on a non-binding, advisory basis, certain compensation that will or may be paid or become payable to Varian's named executive officers that is based on or otherwise relates to the merger. Management Against Against
TEXAS CAPITAL BANCSHARES, INC.
Security 88224Q107   Meeting Type Annual
Ticker Symbol TCBI   Meeting Date 20-Oct-2020
ISIN US88224Q1076   Agenda 935270277 - Management
           
Item Proposal Proposed by Vote For/Against Management
1. DIRECTOR Management    
  1 Larry L. Helm   Withheld Against
  2 James H. Browning   Withheld Against
  3 Jonathan E. Baliff   For For
  4 David S. Huntley   For For
  5 Charles S. Hyle   For For
  6 Elysia Holt Ragusa   Withheld Against
  7 Steven P. Rosenberg   Withheld Against
  8 Robert W. Stallings   Withheld Against
  9 Dale W. Tremblay   Withheld Against
2. Advisory vote on the 2019 compensation of named executive officers. Management Against Against
3. Ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company. Management Against Against
4. Ratification of the special meeting 20% ownership requirement in the company's Bylaws. Management Against Against
BITAUTO HOLDINGS LTD. (BITA)
Security 091727107   Meeting Type Special
Ticker Symbol BITA   Meeting Date 23-Oct-2020
ISIN US0917271076   Agenda 935279338 - Management
           
Item Proposal Proposed by Vote For/Against Management
S1. THAT the Agreement and Plan of Merger, dated as of June 12, 2020 (the "Merger Agreement"), by and between the Company, Yiche Holding Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands ("Parent") and Yiche Mergersub Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands and a wholly owned Subsidiary of Parent ("Merger Sub" and, together with Parent, each a "Parent Party" and collectively the ...(due to space limits, see proxy material for full proposal). Management For  
O2. THAT each of the members of the special committee of the board of directors of the Company, the chief executive officer of the Company and the chief financial officer of the Company be authorized to do all things necessary to give effect to the Merger Agreement, the Plan of Merger, and the transactions contemplated thereby, including (i) the Merger, (ii) the Variation of Capital and (iii) the Adoption of Amended M&A. Management For  
O3. THAT the extraordinary general meeting be adjourned in order to allow the Company to solicit additional proxies in the event that there are insufficient proxies received at the time of the extraordinary general meeting to pass the resolutions to be proposed at the extraordinary general meeting. Management For  
WRIGHT MEDICAL GROUP N V
Security N96617118   Meeting Type Annual
Ticker Symbol WMGI   Meeting Date 28-Oct-2020
ISIN NL0011327523   Agenda 935270936 - Management
           
Item Proposal Proposed by Vote For/Against Management
1A. Appointment of Robert J. Palmisano for executive director. Mark "For" to appoint Palmisano. Management For For
1B. Appointment of David D. Stevens for non-executive director. Mark "For" to appoint Stevens. Management For For
1C. Appointment of Gary D. Blackford for non-executive director. Mark "For" to appoint Blackford. Management For For
1D. Appointment of J. Patrick Mackin for non-executive director. Mark "For" to appoint Mackin. Management Against Against
1E. Appointment of John L. Miclot for non-executive director. Mark "For" to appoint Miclot. Management Against Against
1F. Appointment of Kevin C. O'Boyle for non-executive director. Mark "For" to appoint O'Boyle. Management Against Against
1G. Appointment of Amy S. Paul for non-executive director. Mark "For" to appoint Paul. Management Against Against
1H. Appointment of Richard F. Wallman for non-executive director. Mark "For" to appoint Wallman. Management Against Against
1I. Appointment of Elizabeth H. Weatherman for non- executive director. Mark "For" to appoint Weatherman. Management Against Against
2. Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 27, 2020. Management For For
3. Appointment of KPMG N.V. as the auditor for our Dutch statutory annual accounts for the fiscal year ending December 27, 2020. Management For For
4. Adoption of our Dutch statutory annual accounts for the fiscal year ended December 29, 2019. Management For For
5. Release of each member of our board of directors from liability with respect to the exercise of his or her duties during the fiscal year ended December 29, 2019. Management For For
6. Renewal of the authority of our board of directors to repurchase up to 10% of our issued share capital (including depositary receipts issued for our shares) until April 28, 2022 on the open market, through privately negotiated transactions or in one or more selftender offers for a price per share (or depositary receipt) not less than the nominal value of a share and not higher than 110% of the market price of a share (or depositary receipt) at the time of the transaction. Management Against Against
7. Renewal of the authority of our board of directors to issue ordinary shares or grant rights to subscribe for ordinary shares up to 20% of our issued and outstanding shares at the time of the issue until October 28, 2022. Management For For
8. Renewal of the authority of our board of directors to resolve to exclude or restrict our shareholders' pre- emptive rights under Dutch law with respect to the ordinary shares and rights to subscribe therefor that the board of directors may issue or grant pursuant to the authority in agenda item 7 above until October 28, 2022. Management For For
9. Approval, on an advisory basis, of our executive compensation. Management Against Against
WRIGHT MEDICAL GROUP N V
Security N96617118   Meeting Type Annual
Ticker Symbol WMGI   Meeting Date 28-Oct-2020
ISIN NL0011327523   Agenda 935282094 - Management
           
Item Proposal Proposed by Vote For/Against Management
1A. Appointment of Robert J. Palmisano for executive director. Mark "For" to appoint Palmisano. Management For For
1B. Appointment of David D. Stevens for non-executive director. Mark "For" to appoint Stevens. Management For For
1C. Appointment of Gary D. Blackford for non-executive director. Mark "For" to appoint Blackford. Management For For
1D. Appointment of J. Patrick Mackin for non-executive director. Mark "For" to appoint Mackin. Management Against Against
1E. Appointment of John L. Miclot for non-executive director. Mark "For" to appoint Miclot. Management Against Against
1F. Appointment of Kevin C. O'Boyle for non-executive director. Mark "For" to appoint O'Boyle. Management Against Against
1G. Appointment of Amy S. Paul for non-executive director. Mark "For" to appoint Paul. Management Against Against
1H. Appointment of Richard F. Wallman for non-executive director. Mark "For" to appoint Wallman. Management Against Against
1I. Appointment of Elizabeth H. Weatherman for non- executive director. Mark "For" to appoint Weatherman. Management Against Against
2. Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 27, 2020. Management For For
3. Appointment of KPMG N.V. as the auditor for our Dutch statutory annual accounts for the fiscal year ending December 27, 2020. Management For For
4. Adoption of our Dutch statutory annual accounts for the fiscal year ended December 29, 2019. Management For For
5. Release of each member of our board of directors from liability with respect to the exercise of his or her duties during the fiscal year ended December 29, 2019. Management For For
6. Renewal of the authority of our board of directors to repurchase up to 10% of our issued share capital (including depositary receipts issued for our shares) until April 28, 2022 on the open market, through privately negotiated transactions or in one or more selftender offers for a price per share (or depositary receipt) not less than the nominal value of a share and not higher than 110% of the market price of a share (or depositary receipt) at the time of the transaction. Management Against Against
7. Renewal of the authority of our board of directors to issue ordinary shares or grant rights to subscribe for ordinary shares up to 20% of our issued and outstanding shares at the time of the issue until October 28, 2022. Management For For
8. Renewal of the authority of our board of directors to resolve to exclude or restrict our shareholders' pre- emptive rights under Dutch law with respect to the ordinary shares and rights to subscribe therefor that the board of directors may issue or grant pursuant to the authority in agenda item 7 above until October 28, 2022. Management For For
9. Approval, on an advisory basis, of our executive compensation. Management Against Against
LIVONGO HEALTH, INC.
Security 539183103   Meeting Type Special
Ticker Symbol LVGO   Meeting Date 29-Oct-2020
ISIN US5391831030   Agenda 935274302 - Management
           
Item Proposal Proposed by Vote For/Against Management
1. Approval of Livongo Merger Agreement Proposal: To adopt the Agreement and Plan of Merger, dated as of August 5, 2020, by and among Teladoc Health, Inc. ("Teladoc"), Livongo Health, Inc. ("Livongo") and Tempranillo Merger Sub, Inc., a wholly-owned subsidiary of Teladoc (such agreement, the "merger agreement" and such proposal, the "Livongo merger agreement proposal"). Management For For
2. Approval of Livongo Compensation Proposal: To approve, on an advisory (non-binding) basis, the executive officer compensation that will or may be paid to Livongo's named executive officers that is based on or otherwise relates to the transactions contemplated by the merger agreement (the "Livongo compensation proposal"). Management Against Against
3. Approval of Livongo Adjournment Proposal: To approve the adjournment of the Livongo stockholder meeting to solicit additional proxies if there are not sufficient votes at the time of the Livongo stockholder meeting to approve the Livongo merger agreement proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to Livongo stockholders (the "Livongo adjournment proposal"). Management For For
CORELOGIC, INC.
Security 21871D103   Meeting Type Contested-Special
Ticker Symbol CLGX   Meeting Date 17-Nov-2020
ISIN US21871D1037   Agenda 935277396 - Management
           
Item Proposal Proposed by Vote For/Against Management
1. The repeal of each provision of, or amendment to, the Company's Amended and Restated Bylaws (the "Bylaws") adopted by the Company's board of directors (the "Board") without the approval of the Company's stockholders subsequent to July 6, 2020. Management    
2A. The removal from office as director of the Company of the following, (such directors, the "Incumbent Directors" and such proposal, the "Director Removal Proposal"): J. David Chatham Management    
2B. The removal from office as director of the Company of the following, (such directors, the "Incumbent Directors" and such proposal, the "Director Removal Proposal"): Douglas C. Curling Management    
2C. The removal from office as director of the Company of the following, (such directors, the "Incumbent Directors" and such proposal, the "Director Removal Proposal"): John C. Dorman Management    
2D. The removal from office as director of the Company of the following, (such directors, the "Incumbent Directors" and such proposal, the "Director Removal Proposal"): Paul F. Folino Management    
2E. The removal from office as director of the Company of the following, (such directors, the "Incumbent Directors" and such proposal, the "Director Removal Proposal"): Thomas C. O'Brien Management    
2F. The removal from office as director of the Company of the following, (such directors, the "Incumbent Directors" and such proposal, the "Director Removal Proposal"): Pamela H. Patenaude Management    
2G. The removal from office as director of the Company of the following, (such directors, the "Incumbent Directors" and such proposal, the "Director Removal Proposal"): Vikrant Raina Management    
2H. The removal from office as director of the Company of the following, (such directors, the "Incumbent Directors" and such proposal, the "Director Removal Proposal"): J. Michael Shepherd Management    
2I. The removal from office as director of the Company of the following, (such directors, the "Incumbent Directors" and such proposal, the "Director Removal Proposal"): David F. Walker Management    
3A. The nomination of the following individuals for appointment to the Board by the directors then in office, if and to the extent one or more of the Incumbent Directors is removed from the Board pursuant to the valid adoption of the Director Removal Proposal (the "Nomination Proposal"): W. Steve Albrecht Management    
3B. The nomination of the following individual for appointment to the Board by the directors then in office, if and to the extent one or more of the Incumbent Directors is removed from the Board pursuant to the valid adoption of the Director Removal Proposal (the "Nomination Proposal"): Martina Lewis Bradford Management    
3C. The nomination of the following individual for appointment to the Board by the directors then in office, if and to the extent one or more of the Incumbent Directors is removed from the Board pursuant to the valid adoption of the Director Removal Proposal (the "Nomination Proposal"): Gail Landis Management    
3D. The nomination of the following individual for appointment to the Board by the directors then in office, if and to the extent one or more of the Incumbent Directors is removed from the Board pursuant to the valid adoption of the Director Removal Proposal (the "Nomination Proposal"): Wendy Lane Management    
3E. The nomination of the following individual for appointment to the Board by the directors then in office, if and to the extent one or more of the Incumbent Directors is removed from the Board pursuant to the valid adoption of the Director Removal Proposal (the "Nomination Proposal"): Ryan McKendrick Management    
3F. The nomination of the following individual for appointment to the Board by the directors then in office, if and to the extent one or more of the Incumbent Directors is removed from the Board pursuant to the valid adoption of the Director Removal Proposal (the "Nomination Proposal"): Katherine "KT" Rabin Management    
3G. The nomination of the following individual for appointment to the Board by the directors then in office, if and to the extent one or more of the Incumbent Directors is removed from the Board pursuant to the valid adoption of the Director Removal Proposal (the "Nomination Proposal"): Sreekanth Ravi Management    
3H. The nomination of the following individual for appointment to the Board by the directors then in office, if and to the extent one or more of the Incumbent Directors is removed from the Board pursuant to the valid adoption of the Director Removal Proposal (the "Nomination Proposal"): Lisa Wardell Management    
3I. The nomination of the following individual for appointment to the Board by the directors then in office, if and to the extent one or more of the Incumbent Directors is removed from the Board pursuant to the valid adoption of the Director Removal Proposal (the "Nomination Proposal"): Henry W. "Jay" Winship Management    
4. Amendment to add a new clause (which shall be designated clause b)) to Section 2.2 of Article II of the Bylaws to provide mechanics for calling a special meeting of stockholders if no directors or less than a majority of directors are in office following the passing of the Director Removal Proposal. Management    
CORELOGIC, INC.
Security 21871D103   Meeting Type Contested-Special
Ticker Symbol CLGX   Meeting Date 17-Nov-2020
ISIN US21871D1037   Agenda 935277409 - Opposition
           
Item Proposal Proposed by Vote For/Against Management
1A. To Remove J. David Chatham as director of the Company (For = remove director, Abstain/withhold = do not remove director) Management For For
1B. To Remove Douglas C. Curling as director of the Company (For = remove director, Abstain/withhold = do not remove director) Management Abstain Against
1C. To Remove John C. Dorman as director of the Company (For = remove director, Abstain/withhold = do not remove director) Management Abstain Against
1D. To Remove Paul F. Folino as director of the Company (For = remove director, Abstain/withhold = do not remove director) Management Abstain Against
1E. To Remove Thomas C. O'Brien as director of the Company (For = remove director, Abstain/withhold = do not remove director) Management For For
1F. To Remove Pamela H. Patenaude as director of the Company (For = remove director, Abstain/withhold = do not remove director) Management Abstain Against
1G. To Remove Vikrant Raina as director of the Company (For = remove director, Abstain/withhold = do not remove director) Management Abstain Against
1H. To Remove J. Michael Shepherd as director of the Company (For = remove director, Abstain/withhold = do not remove director) Management Abstain Against
1I. To Remove David F. Walker as director of the Company (For = remove director, Abstain/withhold = do not remove director) Management For For
2A. To Nominate W. Steve Albrecht for appointment to the Board Management For For
2B. To Nominate Martina Lewis Bradford for appointment to the Board Management Against Against
2C. To Nominate Gail Landis for appointment to the Board Management Against Against
2D. To Nominate Wendy Lane for appointment to the Board Management For For
2E. To Nominate Ryan McKendrick for appointment to the Board Management Against Against
2F. To Nominate Katherine "KT" Rabin for appointment to the Board Management Against Against
2G. To Nominate Sreekanth Ravi for appointment to the Board Management Against Against
2H. To Nominate Lisa Wardell for appointment to the Board Management Against Against
2I. To Nominate Henry W. "Jay" Winship for appointment to the Board Management For For
3. To Repeal Any Bylaw Amendment to the Version Filed on July 6, 2020 (other than any amendments to the Bylaws set forth in these Proposals) Management For For
4. To Amend Article II, Section 2.2 of the Bylaws to provide mechanics for calling a special meeting if no or less than a majority of directors are then in office Management For For
MOBILEIRON, INC.
Security 60739U204   Meeting Type Special
Ticker Symbol MOBL   Meeting Date 24-Nov-2020
ISIN US60739U2042   Agenda 935290964 - Management
           
Item Proposal Proposed by Vote For/Against Management
1. To consider and vote on the proposal to adopt the Agreement and Plan of Merger (as it may be amended from time to time), dated September 26, 2020, by and among MobileIron, Ivanti, Inc. and Oahu Merger Sub, Inc. (the "merger agreement"). Management For For
2. To consider and vote on the proposal to approve, on a non- binding, advisory basis, the compensation that will or may become payable by MobileIron to its named executive officers in connection with the merger of Oahu Merger Sub, Inc., a wholly owned subsidiary of Ivanti, Inc., with and into MobileIron pursuant to the merger agreement (the "merger"). Management Against Against
3. To consider and vote on any proposal to adjourn the special meeting to a later date or time, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting. Management For For
HUDSON LTD.
Security G46408103   Meeting Type Special
Ticker Symbol HUD   Meeting Date 30-Nov-2020
ISIN BMG464081030   Agenda 935293706 - Management
           
Item Proposal Proposed by Vote For/Against Management
1. To approve and adopt the merger agreement and statutory merger agreement between Hudson Ltd., Dufry AG and Dufry Holdco Ltd. and the transactions contemplated thereby, including the merger pursuant to which Hudson Ltd. will become an indirect wholly owned subsidiary of Dufry AG. Management For For
SINA CORPORATION
Security G81477104   Meeting Type Special
Ticker Symbol SINA   Meeting Date 22-Dec-2020
ISIN KYG814771047   Agenda 935311390 - Management
           
Item Proposal Proposed by Vote For/Against Management
1. THAT the Agreement and Plan of Merger, dated as of September 28, 2020 (the "Merger Agreement"), among the Company, New Wave Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands ("Parent"), and New Wave Mergersub Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Parent ("Merger Sub"). Management For For
2. THAT each member of a special committee of the Board, composed solely of independent and disinterested directors of the Company (the "Special Committee") and the Chief Financial Officer of the Company each be authorized to do all things necessary to give effect to the Merger Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, the Variation of Capital and the Adoption of Amended M&A. Management For For
3. THAT the Extraordinary General Meeting be adjourned in order to allow the Company to solicit additional proxies in the event that there are insufficient proxies received at the time of the Extraordinary General Meeting to pass the special resolutions mentioned above to be proposed at the Extraordinary General Meeting. Management For For
TAUBMAN CENTERS, INC.
Security 876664103   Meeting Type Special
Ticker Symbol TCO   Meeting Date 28-Dec-2020
ISIN US8766641034   Agenda 935314675 - Management
           
Item Proposal Proposed by Vote For/Against Management
1. To adopt and approve the Amended and Restated Agreement and Plan of Merger, dated as of November 14, 2020. Management For For
2. To approve, on a non-binding, advisory basis, compensation that may become payable to Taubman's named executive officers in connection with the REIT Merger and the other Transactions, as more particularly described in the Proxy Statement. Management For For
3. To approve an adjournment of the special meeting, even if a quorum is present, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve Proposal 1. Management For For
TAUBMAN CENTERS, INC.
Security 876664103   Meeting Type Special
Ticker Symbol TCO   Meeting Date 28-Dec-2020
ISIN US8766641034   Agenda 935318685 - Management
           
Item Proposal Proposed by Vote For/Against Management
1. To adopt and approve the Amended and Restated Agreement and Plan of Merger, dated as of November 14, 2020. Management For For
2. To approve, on a non-binding, advisory basis, compensation that may become payable to Taubman's named executive officers in connection with the REIT Merger and the other Transactions, as more particularly described in the Proxy Statement. Management For For
3. To approve an adjournment of the special meeting, even if a quorum is present, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve Proposal 1. Management For For
TIFFANY & CO.
Security 886547108   Meeting Type Special
Ticker Symbol TIF   Meeting Date 30-Dec-2020
ISIN US8865471085   Agenda 935313053 - Management
           
Item Proposal Proposed by Vote For/Against Management
1. To adopt the Amended and Restated Agreement and Plan of Merger, dated as of October 28, 2020, (the "merger agreement"), by and among the Tiffany & Co. (the "Company"), LVMH Moët Hennessy- Louis Vuitton SE, a societas Europaea (European company) organized under the laws of France ("Parent"), Breakfast Holdings Acquisition Corp., a Delaware corporation and an indirect wholly owned subsidiary of Parent ("Holding"), and Breakfast Acquisition Corp., a Delaware corporation and a direct wholly owned subsidiary of Holding ("Merger Sub"). Management For For
2. The compensation proposal - To approve, by non- binding, advisory vote, certain compensation arrangements for the Company's named executive officers in connection with the merger. Management Against Against
3. N/A Management For  
FRONT YARD RESIDENTIAL CORPORATION
Security 35904G107   Meeting Type Special
Ticker Symbol RESI   Meeting Date 06-Jan-2021
ISIN US35904G1076   Agenda 935317013 - Management
           
Item Proposal Proposed by Vote For/Against Management
1. To approve the merger of the Company with and into Midway AcquisitionCo REIT, a Maryland real estate investment trust (which we refer to as "Merger Sub" and to such merger as the "Merger") pursuant to the Agreement and Plan of Merger, dated as of October 19, 2020 (which we refer to as the "Original Agreement"), as amended by the First Amendment to Agreement and Plan of Merger, dated as of November 20, 2020 (which, together with the Original Agreement, as may be further amended from time to time, we refer to as the "Merger Agreement"). Management For For
2. To approve, by a non-binding advisory vote, the compensation that may be paid or become payable to the Company's named executive officers that is based on or otherwise relates to the Merger contemplated by the Merger Agreement. Management Against Against
3. To adjourn the special meeting to a later date or time if necessary or appropriate, including to solicit additional proxies in favor of the proposal to approve the Merger if there are insufficient votes at the time of the special meeting to approve the Merger. Management For For
PARSLEY ENERGY, INC.
Security 701877102   Meeting Type Special
Ticker Symbol PE   Meeting Date 12-Jan-2021
ISIN US7018771029   Agenda 935316415 - Management
           
Item Proposal Proposed by Vote For/Against Management
1. To approve and adopt the Agreement and Plan of Merger, dated as of October 20, 2020 (as may be amended from time to time), by and among Parsley Energy, Inc. ("Parsley"), Pioneer Natural Resources Company ("Pioneer") and certain subsidiaries of Parsley and Pioneer and the transactions contemplated thereby. Management For For
2. To approve, on a non-binding advisory basis, the compensation that may be paid or become payable to Parsley's named executive officers that is based on or otherwise relates to the mergers. Management For For
ENDURANCE INTERNATIONAL GROUP HOLDINGS
Security 29272B105   Meeting Type Special
Ticker Symbol EIGI   Meeting Date 14-Jan-2021
ISIN US29272B1052   Agenda 935317986 - Management
           
Item Proposal Proposed by Vote For/Against Management
1. To adopt the Agreement and Plan of Merger, dated as of November 1, 2020, as it may be amended from time to time in accordance with its terms (the "merger agreement"), by and among Endurance International Group Holdings, Inc., Razorback Technology Intermediate Holdings, Inc. and Razorback Technology, Inc. Management For For
2. To approve, on a nonbinding advisory basis, the "golden parachute" compensation that will or may become payable to Endurance International Group Holdings, Inc.'s named executive officers in connection with the merger of Endure Digital, Inc. (formerly known as Razorback Technology, Inc.), a wholly owned subsidiary of Endure Digital Intermediate Holdings, Inc. (formerly known as Razorback Technology Intermediate Holdings, Inc.), with and into Endurance International Group Holdings, Inc., pursuant to the merger agreement. Management Against Against
3. To approve one or more adjournments of the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement. Management For For
CONCHO RESOURCES INC.
Security 20605P101   Meeting Type Special
Ticker Symbol CXO   Meeting Date 15-Jan-2021
ISIN US20605P1012   Agenda 935317924 - Management
           
Item Proposal Proposed by Vote For/Against Management
1. To adopt the Agreement and Plan of Merger, dated October 18, 2020 (as it may be amended from time to time, the "Merger Agreement"), by and among Concho Resources Inc., ConocoPhillips and Falcon Merger Sub Corp. Management For For
2. To approve, by non-binding vote, certain compensation that may be paid or become payable to Concho Resources Inc.'s named executive officers that is based on, or otherwise relates to, the merger contemplated by the Merger Agreement. Management For For
EIDOS THERAPEUTICS, INC.
Security 28249H104   Meeting Type Special
Ticker Symbol EIDX   Meeting Date 19-Jan-2021
ISIN US28249H1041   Agenda 935317936 - Management
           
Item Proposal Proposed by Vote For/Against Management
1. A proposal to adopt the Agreement and Plan of Merger, dated as of October 5, 2020, by and among Eidos Therapeutics,Inc. ("Eidos"),BridgeBio Pharma, Inc., Globe Merger Sub I,Inc. and Globe Merger Sub II,Inc., a copy of which is attached as Annex A to the accompanying joint proxy statement/prospectus,and approve the mergers and other transactions contemplated thereby (the "Eidos merger proposal"). Management For For
2. A proposal to approve, on a non-binding,advisory basis, the compensation that may become payable to the named executive officers of Eidos in connection with the consummation of the mergers (the "Eidos advisory compensation proposal"). Management For For
3. A proposal to approve the adjournment of the Eidos special meeting to another date and place, if necessary or appropriate, to solicit additional votes in favor of the Eidos merger proposal (the "Eidos adjournment proposal"). Management For For
SOGOU INC.
Security 83409V104   Meeting Type Annual
Ticker Symbol SOGO   Meeting Date 27-Jan-2021
ISIN US83409V1044   Agenda 935324018 - Management
           
Item Proposal Proposed by Vote For/Against Management
I.1 Election of Director: Charles Zhang Management For For
I.2 Election of Director: Xiaochuan Wang Management Against Against
I.3 Election of Director: Yu Yin Management Against Against
I.4 Election of Director: Joanna Lu Management For For
I.5 Election of Director: Bin Gao Management For For
I.6 Election of Director: Janice Lee Management For For
I.7 Election of Director: Jinmei He Management For For
II. To ratify the appointment of PricewaterhouseCoopers Zhong Tian LLP as the Company's independent auditors for the fiscal year ending December 31, 2020. Management For For
CIT GROUP INC.
Security 125581801   Meeting Type Special
Ticker Symbol CIT   Meeting Date 09-Feb-2021
ISIN US1255818015   Agenda 935323030 - Management
           
Item Proposal Proposed by Vote For/Against Management
1. The CIT merger proposal: The Board of Directors recommends you vote FOR the proposal to adopt the Agreement and Plan of Merger (the "Merger Agreement"), dated as of October 15, 2020, by and among CIT Group Inc. ("CIT"), First Citizens BancShares, Inc., First-Citizens Bank & Trust Company and FC Merger Subsidiary IX, Inc. Management For For
2. The CIT compensation proposal: The Board of Directors recommends that you vote FOR the proposal to approve, on an advisory (non- binding) basis, the executive officer compensation that will or may be paid to CIT's named executive officers in connection with the transactions contemplated by the Merger Agreement. Management For For
3. The CIT adjournment proposal: The Board of Directors recommends that you vote FOR the proposal to adjourn the CIT special meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, there are not sufficient votes to approve the CIT merger proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to holders of CIT common stock. Management For For
OXFORD IMMUNOTEC GLOBAL PLC
Security G6855A103   Meeting Type Annual
Ticker Symbol OXFD   Meeting Date 26-Feb-2021
ISIN GB00BGFBB958   Agenda 935332433 - Management
           
Item Proposal Proposed by Vote For/Against Management
1. Authorize the Board of Directors to take all such actions that it considers necessary or appropriate to carry the Scheme into effect and to approve an amendment to the Company's articles of association as set forth in the Notice of General Meeting of the Proxy Statement/Scheme Circular. Management For For
2. Subject to and conditional on the Scheme becoming Effective (as defined in the Proxy Statement/Scheme Circular), approve to re- register the Company as a private limited company with the name "Oxford Immunotec Global Limited". Management For For
OXFORD IMMUNOTEC GLOBAL PLC
Security G6855A111   Meeting Type Annual
Ticker Symbol     Meeting Date 26-Feb-2021
ISIN     Agenda 935332445 - Management
           
Item Proposal Proposed by Vote For/Against Management
1. To approve the Scheme as set forth in the Proxy Statement/Scheme Circular. Management For For
OXFORD IMMUNOTEC GLOBAL PLC
Security G6855A103   Meeting Type Annual
Ticker Symbol OXFD   Meeting Date 26-Feb-2021
ISIN GB00BGFBB958   Agenda 935340290 - Management
           
Item Proposal Proposed by Vote For/Against Management
1. Authorize the Board of Directors to take all such actions that it considers necessary or appropriate to carry the Scheme into effect and to approve an amendment to the Company's articles of association as set forth in the Notice of General Meeting of the Proxy Statement/Scheme Circular. Management    
2. Subject to and conditional on the Scheme becoming Effective (as defined in the Proxy Statement/Scheme Circular), approve to re- register the Company as a private limited company with the name "Oxford Immunotec Global Limited". Management    
OXFORD IMMUNOTEC GLOBAL PLC
Security G6855A111   Meeting Type Annual
Ticker Symbol     Meeting Date 26-Feb-2021
ISIN     Agenda 935340303 - Management
           
Item Proposal Proposed by Vote For/Against Management
1. To approve the Scheme as set forth in the Proxy Statement/Scheme Circular. Management    
ACACIA COMMUNICATIONS, INC.
Security 00401C108   Meeting Type Special
Ticker Symbol ACIA   Meeting Date 01-Mar-2021
ISIN US00401C1080   Agenda 935334742 - Management
           
Item Proposal Proposed by Vote For/Against Management
1. To adopt the Amended and Restated Agreement and Plan of Merger, dated as of January 14, 2021, as it may be amended from time to time, by and among Acacia Communications, Inc., Cisco Systems, Inc., and Amarone Acquisition Corp. (the "Amended and Restated Agreement and Plan of Merger"). Management For For
2. To approve, on a nonbinding advisory basis, the compensation that may be payable to Acacia Communications, Inc.'s named executive officers in connection with the merger. Management Against Against
3. To approve the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the proposal to adopt the Amended and Restated Agreement and Plan of Merger. Management For For
SLACK TECHNOLOGIES, INC.
Security 83088V102   Meeting Type Special
Ticker Symbol WORK   Meeting Date 02-Mar-2021
ISIN US83088V1026   Agenda 935332623 - Management
           
Item Proposal Proposed by Vote For/Against Management
1. A proposal to adopt the Agreement and Plan of Merger, dated as of December 1, 2020 (as it may be amended from time to time, the "merger agreement"), among salesforce.com, inc., Skyline Strategies I Inc., Skyline Strategies II LLC and Slack Technologies, Inc. ("Slack") and approve the transactions contemplated thereby. Management For For
2. A proposal to approve, by a non-binding advisory vote, certain compensation that may be paid or become payable to Slack's named executive officers that is based on or otherwise relates to the mergers contemplated by the merger agreement. Management Against Against
NAVISTAR INTERNATIONAL CORPORATION
Security 63934E108   Meeting Type Annual
Ticker Symbol NAV   Meeting Date 02-Mar-2021
ISIN US63934E1082   Agenda 935333081 - Management
           
Item Proposal Proposed by Vote For/Against Management
1. To adopt the Merger Agreement and transactions contemplated thereby. Management For For
2. To approve certain compensation arrangements for the Company's named executive officers in connection with the Merger. Management For For
3. DIRECTOR Management    
  1 Troy A. Clarke   For For
  2 José María Alapont   For For
  3 Stephen R. D'Arcy   For For
  4 Vincent J. Intrieri   For For
  5 Mark H. Rachesky, M.D.   For For
  6 Christian Schulz   For For
  7 Kevin M. Sheehan   For For
  8 Dennis A. Suskind   For For
  9 Janet T. Yeung   For For
4. Advisory Vote on Executive Compensation. Management For For
5. Vote to ratify the selection of KPMG LLP as our independent registered public accounting firm. Management For For
6. To approve the adjournment or postponement of the Annual Meeting, if necessary, to continue to solicit votes for the Merger Proposal. Management For For
REALPAGE, INC.
Security 75606N109   Meeting Type Special
Ticker Symbol RP   Meeting Date 08-Mar-2021
ISIN US75606N1090   Agenda 935334261 - Management
           
Item Proposal Proposed by Vote For/Against Management
1. To approve the adoption of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of December 20, 2020, by and among Mirasol Parent, LLC, Mirasol Merger Sub, Inc., and RealPage, Inc. ("RealPage"). Management For For
2. To approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to RealPage's named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement. Management For For
3. To adjourn the special meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to approve Proposal 1 at the time of the special meeting. Management For For
IHS MARKIT LTD
Security G47567105   Meeting Type Special
Ticker Symbol INFO   Meeting Date 11-Mar-2021
ISIN BMG475671050   Agenda 935329462 - Management
           
Item Proposal Proposed by Vote For/Against Management
1. Approval and Adoption of the Merger Agreement, the Statutory Merger Agreement and the Transactions Contemplated Thereby. To vote on a proposal to approve and adopt the Agreement and Plan of Merger, dated as of November 29, 2020, as amended by Amendment No. 1, dated as of January 20, 2021, and as it may further be amended from time to time, by and among S&P Global Inc., Sapphire Subsidiary, Ltd., and IHS Markit Ltd., the statutory merger agreement among the same, and the transactions contemplated thereby. Management For For
2. IHS Markit Ltd. Merger-Related Compensation. To vote on a proposal to approve, by advisory (non-binding) vote, certain compensation arrangements that may be paid or become payable to IHS Markit Ltd.'s named executive officers in connection with the merger. Management Against Against
WADDELL & REED FINANCIAL, INC.
Security 930059100   Meeting Type Special
Ticker Symbol WDR   Meeting Date 23-Mar-2021
ISIN US9300591008   Agenda 935337988 - Management
           
Item Proposal Proposed by Vote For/Against Management
1. A proposal to adopt the Agreement and Plan of Merger (as amended or supplemented from time to time, the "merger agreement"), by and among Waddell & Reed Financial, Inc. (the "Company"), Macquarie Management Holdings, Inc. ("Macquarie"), Merry Merger Sub, Inc., and (solely for limited purposes) Macquarie Financial Holdings Pty Ltd, pursuant to which, among other things, Merger Sub will be merged with and into the Company (the "merger"), with the Company surviving the merger as a wholly-owned subsidiary of Macquarie. Management For For
2. A proposal to approve, by a non-binding advisory vote, the compensation that may be paid or become payable to the Company's principal executive officer, principal financial officer and three most highly compensated executive officers other than the principal executive officer and principal financial officer that is based on or otherwise relates to the merger and the other transactions contemplated by the merger agreement. Management For For
3. A proposal to adjourn the special meeting to a later date or time, if necessary or appropriate, to solicit additional proxies in favor of the proposal to adopt the merger agreement if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement. Management For For
UROVANT SCIENCES LTD
Security G9381B108   Meeting Type Special
Ticker Symbol UROV   Meeting Date 23-Mar-2021
ISIN BMG9381B1081   Agenda 935339526 - Management
           
Item Proposal Proposed by Vote For/Against Management
1. To approve and adopt an Agreement and Plan of Merger, dated as of November 12, 2020 ("merger agreement") and a related statutory merger agreement, referred to herein as the "statutory merger agreement," by and among Urovant Sciences Ltd., Sumitovant Biopharma Ltd., Titan Ltd., and solely with respect to Section 9.13 of the merger agreement, Sumitomo Dainippon Pharma Co., Ltd., and the transactions contemplated by the merger agreement and the statutory merger agreement, including a merger. Management For For
2. To approve an adjournment of the special general meeting, if necessary or appropriate (as determined in good faith by Urovant Sciences Ltd.), to solicit additional proxies if there are insufficient votes at the time of the special general meeting to approve Proposal 1. Management For For
TCF FINANCIAL CORPORATION
Security 872307103   Meeting Type Special
Ticker Symbol TCF   Meeting Date 25-Mar-2021
ISIN US8723071036   Agenda 935338043 - Management
           
Item Proposal Proposed by Vote For/Against Management
1. Approval of the Agreement and Plan of Merger, dated as of December 13, 2020 (as it may be amended from time to time), by and between TCF Financial Corporation ("TCF") and Huntington Bancshares Incorporated ("Huntington"), pursuant to which TCF will merge with and into Huntington, with Huntington surviving the merger (the "TCF merger proposal"). Management For For
2. Approval of, on an advisory (non-binding) basis, the merger- related named executive officer compensation that will or may be paid to TCF's named executive officers in connection with the merger (the "TCF compensation proposal"). Management For For
3. Approval of the adjournment of the special meeting of TCF shareholders to a later date or dates, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, there are not sufficient votes at the time of the TCF special meeting to approve the TCF merger proposal or to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to holders of TCF common stock (the "TCF adjournment proposal"). Management For For
WATFORD HOLDINGS LTD
Security G94787101   Meeting Type Special
Ticker Symbol WTRE   Meeting Date 30-Mar-2021
ISIN BMG947871015   Agenda 935340151 - Management
           
Item Proposal Proposed by Vote For/Against Management
1. Approval and adoption of the Agreement and Plan of Merger dated Oct 9, 2020, as amended by Amendment No. 1 thereto dated Nov 2, 2020 ("Merger Agreement"), and the related statutory merger agreement, among Watford Holdings Ltd. ("Company"), Arch Capital Group Ltd. ("Arch") and Greysbridge Ltd., a wholly- owned subsidiary of Greysbridge Holdings Ltd., a newly-formed company organized by Arch for the purpose of facilitating the merger, and the other transactions contemplated thereby (the "Merger Proposal") Management For For
2. Advisory (non binding) approval of specified compensation that may become payable to the named executive officers of the Company in connection with the merger (the "Compensation Advisory Proposal"). Management For For
3. Approval of adjournment of the special general meeting, if necessary, to solicit additional proxies if there are insufficient votes at the time of the special general meeting to approve the Merger Proposal (the "Adjournment Proposal"). Management For For
ATLANTIC POWER CORPORATION
Security 04878Q863   Meeting Type Special
Ticker Symbol AT   Meeting Date 07-Apr-2021
ISIN CA04878Q8636   Agenda 935343854 - Management
           
Item Proposal Proposed by Vote For/Against Management
1 To consider, pursuant to an interim order of the Supreme Court of British Columbia, and if deemed advisable, to pass, with or without variation, a special resolution of common shareholders (the "Arrangement Resolution") to approve an arrangement (the "Arrangement") in accordance with Division 5 of Part 9 of the Business Corporations Act (British Columbia) pursuant to the Arrangement Agreement dated as of January 14, 2021, by and among Atlantic Power Corporation (the "Corporation"), Atlantic Power Preferred Equity Ltd., Atlantic Power Limited Partnership, Tidal Power Holdings Limited and Tidal Power Aggregator, L.P., to effect among other things, the acquisition by Tidal Power Holdings Limited of all of the outstanding common shares in the capital of the Corporation in exchange for US$3.03 in cash (less any applicable withholding taxes) per common share. Management For For
2 To consider and vote on a proposal to approve, by non- binding, advisory vote, certain compensation arrangements for the Corporation's named executive officers in connection with the Arrangement. Management For For
3 To approve the adjournment of the special meeting of common shareholders of the Corporation, if necessary, to solicit additional proxies if there are insufficient votes at the time of the meeting to approve the Arrangement Resolution. Management For For
XILINX, INC.
Security 983919101   Meeting Type Special
Ticker Symbol XLNX   Meeting Date 07-Apr-2021
ISIN US9839191015   Agenda 935346735 - Management
           
Item Proposal Proposed by Vote For/Against Management
1. Proposal to adopt the Agreement and Plan of Merger, dated October 26, 2020, as it may be amended from time to time, which is referred to as the "merger agreement," among Advanced Micro Devices, Inc., which is referred to as "AMD," Thrones Merger Sub, Inc., a wholly owned subsidiary of AMD, which is referred to as "Merger Sub," and Xilinx, which proposal is referred to as the "Xilinx merger proposal". Management For For
2. Proposal to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to Xilinx's named executive officers that is based on or otherwise relates to the transactions contemplated by the merger agreement, which proposal is referred to as the "Xilinx compensation proposal". Management Against Against
3. Proposal to approve the adjournment of the Xilinx special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Xilinx special meeting to approve the Xilinx merger proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to Xilinx stockholders, which proposal is referred to as the "Xilinx adjournment proposal". Management For For
CHANGE HEALTHCARE INC
Security 15912K100   Meeting Type Special
Ticker Symbol CHNG   Meeting Date 13-Apr-2021
ISIN US15912K1007   Agenda 935344983 - Management
           
Item Proposal Proposed by Vote For/Against Management
1. To adopt the Agreement and Plan of Merger, dated as of January 5, 2021, among Change Healthcare Inc., UnitedHealth Group Incorporated and Cambridge Merger Sub Inc. Management For For
2. To approve, on a non-binding, advisory basis, certain compensation that may be paid or become payable to Change's named executive officers in connection with the Merger. Management Against Against
3. To adjourn or postpone the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the proposal described above in Proposal 1. Management For For
CUBIC CORPORATION
Security 229669106   Meeting Type Annual
Ticker Symbol CUB   Meeting Date 13-Apr-2021
ISIN US2296691064   Agenda 935394558 - Management
           
Item Proposal Proposed by Vote For/Against Management
1. DIRECTOR Management    
  1 Prithviraj Banerjee   For For
  2 Bruce G. Blakley   For For
  3 Maureen Breakiron-Evans   For For
  4 Denise L. Devine   For For
  5 Bradley H. Feldmann   For For
  6 Carolyn A. Flowers   For For
  7 Janice M. Hamby   For For
  8 David F. Melcher   For For
  9 Steven J. Norris   For For
2. Approval, on an advisory, non-binding basis, of the Company's named executive office compensation. Management For For
3. Ratification of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending September 30, 2021. Management For For
INPHI CORPORATION
Security 45772F107   Meeting Type Special
Ticker Symbol IPHI   Meeting Date 15-Apr-2021
ISIN US45772F1075   Agenda 935353487 - Management
           
Item Proposal Proposed by Vote For/Against Management
1. Approval of Inphi Merger Proposal. To approve and adopt the Agreement and Plan of Merger and Reorganization, dated as of October 29, 2020 (the "Merger Agreement"), by and among Inphi, Marvell Technology Group Ltd. ("Marvell"), Marvell Technology, Inc. (f/k/a Maui HoldCo, Inc.), a wholly owned subsidiary of Marvell ("HoldCo"), Maui Acquisition Company Ltd, a wholly owned subsidiary of HoldCo ("Bermuda Merger Sub"),and Indigo Acquisition Corp., a wholly owned subsidiary of HoldCo ("Delaware Merger Sub"). Management For For
2. Adjournment of Inphi Stockholder Meeting. To solicit additional proxies if there are not sufficient votes to approve and adopt the Merger Agreement. Management For For
3. Approval of Compensation. To approve on an advisory (non-binding) basis, the compensation that may be received by Inphi's named executive officers in connection with the Mergers. Management Against Against
PROSPERITY BANCSHARES, INC.
Security 743606105   Meeting Type Annual
Ticker Symbol PB   Meeting Date 20-Apr-2021
ISIN US7436061052   Agenda 935357942 - Management
           
Item Proposal Proposed by Vote For/Against Management
1. DIRECTOR Management    
  1 James A. Bouligny   Withheld Against
  2 W.R. Collier   For For
  3 Bruce W. Hunt   For For
  4 Robert Steelhammer   Withheld Against
  5 H.E. Timanus, Jr.   For For
2. Ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2021. Management Against Against
3. Advisory approval of the compensation of the Company's named executive officers ("Say-On-Pay"). Management Against Against
GW PHARMACEUTICALS PLC
Security 36197T103   Meeting Type Special
Ticker Symbol GWPH   Meeting Date 23-Apr-2021
ISIN US36197T1034   Agenda 935358374 - Management
           
Item Proposal Proposed by Vote For/Against Management
C1 To approve (with or without modification) a scheme of arrangement pursuant to Part 26 of the UK Companies Act 2006 (the "Scheme"). Management For For
S1 Special Resolution: To authorize the Board of Directors of GW Pharmaceuticals plc (the "Company") to take all such action to give effect to the Scheme, including the amendments to the Articles of Association of the Company. Management For For
O1 Ordinary Resolution: To approve (on a non-binding, advisory basis) certain compensation arrangements that may be paid or become payable to the Company's named executive officers. Management Against Against
CUBIC CORPORATION
Security 229669106   Meeting Type Special
Ticker Symbol CUB   Meeting Date 27-Apr-2021
ISIN US2296691064   Agenda 935368262 - Management
           
Item Proposal Proposed by Vote For/Against Management
1. Proposal to adopt the Agreement and Plan of Merger, dated as of February 7, 2021 (as may be amended from time to time, the "merger agreement"), by and among Cubic Corporation, a Delaware corporation (the "Company"), Atlas CC Acquisition Corp., a Delaware corporation ("Parent"), and Atlas Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Sub"). Management For For
2. Proposal to approve, by a non-binding advisory vote, the compensation that may be paid or become payable to the Company's named executive officers and that is based on, or otherwise relates to, the merger of Sub with and into the Company, as contemplated by the merger agreement. Management Against Against
3. Proposal to adjourn the special meeting from time to time to a later date or time if necessary or appropriate, including to solicit additional proxies in favor of the proposal to adopt the merger agreement if there are insufficient votes at the time of the special meeting to adopt the merger agreement. Management For For
NEWMONT CORPORATION
Security 651639106   Meeting Type Annual
Ticker Symbol NEM   Meeting Date 28-Apr-2021
ISIN US6516391066   Agenda 935348183 - Management
           
Item Proposal Proposed by Vote For/Against Management
1A. Election of Director: Patrick Awuah. (Please note that an Against vote is treated as a Withhold) Management For For
1B. Election of Director: Gregory Boyce. (Please note that an Against vote is treated as a Withhold) Management For For
1C. Election of Director: Bruce Brook. (Please note that an Against vote is treated as a Withhold) Management Against Against
1D. Election of Director: Maura Clark. (Please note that an Against vote is treated as a Withhold) Management For For
1E. Election of Director: Matthew Coon Come. (Please note that an Against vote is treated as a Withhold) Management For For
1F. Election of Director: José Manuel Madero. (Please note that an Against vote is treated as a Withhold) Management For For
1G. Election of Director: René Médori. (Please note that an Against vote is treated as a Withhold) Management For For
1H. Election of Director: Jane Nelson. (Please note that an Against vote is treated as a Withhold) Management For For
1I. Election of Director: Thomas Palmer. (Please note that an Against vote is treated as a Withhold) Management For For
1J. Election of Director: Julio Quintana. (Please note that an Against vote is treated as a Withhold) Management For For
1K. Election of Director: Susan Story. (Please note that an Against vote is treated as a Withhold) Management For For
2. Approve, on an Advisory Basis, Named Executive Officer Compensation. Management For For
3. Ratify Appointment of Independent Registered Public Accounting Firm for 2021. Management Against Against
CORELOGIC, INC.
Security 21871D103   Meeting Type Special
Ticker Symbol CLGX   Meeting Date 28-Apr-2021
ISIN US21871D1037   Agenda 935382046 - Management
           
Item Proposal Proposed by Vote For/Against Management
1. Proposal to adopt the Agreement and Plan of Merger, dated as of February 4, 2021 (as it may be amended from time to time, the "Merger Agreement"), by and among Celestial-Saturn Parent Inc., Celestial-Saturn Merger Sub Inc., and CoreLogic, Inc. Management For For
2. Non-binding, advisory proposal to approve compensation that will or may become payable by CoreLogic, Inc. to its named executive officers in connection with the merger contemplated by the Merger Agreement. Management Against Against
PROLOGIS, INC.
Security 74340W103   Meeting Type Annual
Ticker Symbol PLD   Meeting Date 29-Apr-2021
ISIN US74340W1036   Agenda 935354299 - Management
           
Item Proposal Proposed by Vote For/Against Management
1A. Election of Director: Hamid R. Moghadam Management Against Against
1B. Election of Director: Cristina G. Bita Management For For
1C. Election of Director: George L. Fotiades Management Against Against
1D. Election of Director: Lydia H. Kennard Management For For
1E. Election of Director: Irving F. Lyons III Management For For
1F. Election of Director: Avid Modjtabai Management For For
1G. Election of Director: David P. O'Connor Management Against Against
1H. Election of Director: Olivier Piani Management For For
1I. Election of Director: Jeffrey L. Skelton Management Against Against
1J. Election of Director: Carl B. Webb Management Against Against
1K. Election of Director: William D. Zollars Management Against Against
2. Advisory Vote to Approve the Company's Executive Compensation for 2020. Management Against Against
3. Ratification of the Appointment of KPMG LLP as the Company's Independent Registered Public Accounting Firm for the Year 2021. Management Against Against
BOSTON PRIVATE FINANCIAL HOLDINGS, INC.
Security 101119105   Meeting Type Contested-Special
Ticker Symbol BPFH   Meeting Date 04-May-2021
ISIN US1011191053   Agenda 935364276 - Management
           
Item Proposal Proposed by Vote For/Against Management
1. Approve the Agreement and Plan of Merger, dated as of January 4, 2021, as it may be amended from time to time, by and between SVB Financial Group, a Delaware corporation, and Boston Private Financial Holdings, Inc., a Massachusetts corporation (the "merger agreement"). Management For For
2. Approve, on an advisory (non-binding) basis, certain compensation arrangements for Boston Private's named executive officers in connection with the merger contemplated by the merger agreement. Management For For
3. Adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting or any adjournment or postponement thereof to approve the merger agreement. Management For For
BOSTON PRIVATE FINANCIAL HOLDINGS, INC.
Security 101119105   Meeting Type Contested-Special
Ticker Symbol BPFH   Meeting Date 04-May-2021
ISIN US1011191053   Agenda 935371790 - Opposition
           
Item Proposal Proposed by Vote For/Against Management
1. The Company's proposal the Agreement and Plan of Merger, dated as of January 4, 2021, as it may be amended from time to time, by and between SVB Financial Group, a Delaware corporation, and Boston Private Financial Holdings, Inc., a Massachusetts corporation. Management    
2. The Company's proposal to approve, on an advisory (non-binding) basis, certain compensation arrangements for Boston Private's named executive officers in connection with the merger contemplated by the merger agreement. Management    
3. The Company's proposal to approve an adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting or any adjournment or postponement thereof to approve the merger agreement. Management    
IHS MARKIT LTD
Security G47567105   Meeting Type Annual
Ticker Symbol INFO   Meeting Date 05-May-2021
ISIN BMG475671050   Agenda 935359679 - Management
           
Item Proposal Proposed by Vote For/Against Management
1A. Election of Director: Lance Uggla Management For For
1B. Election of Director: John Browne (The Lord Browne of Madingley) Management For For
1C. Election of Director: Dinyar S. Devitre Management For For
1D. Election of Director: Ruann F. Ernst Management For For
1E. Election of Director: Jacques Esculier Management For For
1F. Election of Director: Gay Huey Evans Management For For
1G. Election of Director: William E. Ford Management For For
1H. Election of Director: Nicoletta Giadrossi Management For For
1I. Election of Director: Robert P. Kelly Management For For
1J. Election of Director: Deborah Doyle McWhinney Management For For
1K. Election of Director: Jean-Paul L. Montupet Management For For
1L. Election of Director: Deborah K. Orida Management For For
1M. Election of Director: James A. Rosenthal Management For For
2. To approve, on an advisory, non-binding basis, the compensation of the Company's named executive officers. Management For For
3. To approve the appointment of Ernst & Young LLP as the Company's independent registered public accountants until the close of the next Annual General Meeting of Shareholders and to authorize the Company's Board of Directors, acting by the Audit Committee, to determine the remuneration of the independent registered public accountants. Management Against Against
IHS MARKIT LTD
Security G47567105   Meeting Type Annual
Ticker Symbol INFO   Meeting Date 05-May-2021
ISIN BMG475671050   Agenda 935359679 - Management
           
Item Proposal Proposed by Vote For/Against Management
1A. Election of Director: Lance Uggla Management For For
1B. Election of Director: John Browne (The Lord Browne of Madingley) Management For For
1C. Election of Director: Dinyar S. Devitre Management For For
1D. Election of Director: Ruann F. Ernst Management For For
1E. Election of Director: Jacques Esculier Management For For
1F. Election of Director: Gay Huey Evans Management For For
1G. Election of Director: William E. Ford Management For For
1H. Election of Director: Nicoletta Giadrossi Management For For
1I. Election of Director: Robert P. Kelly Management For For
1J. Election of Director: Deborah Doyle McWhinney Management For For
1K. Election of Director: Jean-Paul L. Montupet Management For For
1L. Election of Director: Deborah K. Orida Management For For
1M. Election of Director: James A. Rosenthal Management For For
2. To approve, on an advisory, non-binding basis, the compensation of the Company's named executive officers. Management For For
3. To approve the appointment of Ernst & Young LLP as the Company's independent registered public accountants until the close of the next Annual General Meeting of Shareholders and to authorize the Company's Board of Directors, acting by the Audit Committee, to determine the remuneration of the independent registered public accountants. Management Against Against
PERSPECTA INC.
Security 715347100   Meeting Type Special
Ticker Symbol PRSP   Meeting Date 05-May-2021
ISIN US7153471005   Agenda 935389292 - Management
           
Item Proposal Proposed by Vote For/Against Management
1. To adopt the Agreement and Plan of Merger, dated as of January 27, 2021, as amended from time to time (the "Merger Agreement"), among (i) Perspecta Inc. (the "Company"), (ii) Jaguar ParentCo Inc., and (iii) Jaguar Merger Sub Inc. ("Merger Sub"), pursuant to which Merger Sub will merge with and into the Company (the "Merger"). Management For For
2. To approve, by non-binding, advisory vote, certain compensation arrangements for the Company's named executive officers in connection with the Merger. Management Against Against
3. To approve the adjournment of the Special Meeting, if necessary or appropriate, including adjournment to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to adopt the Merger Agreement. Management For For
COHERENT, INC.
Security 192479103   Meeting Type Annual
Ticker Symbol COHR   Meeting Date 06-May-2021
ISIN US1924791031   Agenda 935354718 - Management
           
Item Proposal Proposed by Vote For/Against Management
1A. Election of Director: Jay T. Flatley Management Against Against
1B. Election of Director: Pamela Fletcher Management Against Against
1C. Election of Director: Andreas W. Mattes Management For For
1D. Election of Director: Beverly Kay Matthews Management For For
1E. Election of Director: Michael R. McMullen Management Against Against
1F. Election of Director: Garry W. Rogerson Management Against Against
1G. Election of Director: Steve Skaggs Management For For
1H. Election of Director: Sandeep Vij Management Against Against
2. To approve our amended and restated Employee Stock Purchase Plan. Management For For
3. To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending October 2, 2021. Management Against Against
4. To approve, on a non-binding advisory basis, our named executive officer compensation. Management Against Against
CARDTRONICS PLC
Security G1991C105   Meeting Type Special
Ticker Symbol CATM   Meeting Date 07-May-2021
ISIN GB00BYT18414   Agenda 935384761 - Management
           
Item Proposal Proposed by Vote For/Against Management
1. To approve (with or without modification) a scheme of arrangement (the "Scheme") to be made between Cardtronics plc ("Cardtronics") and the holders of the Scheme Shares (as defined in the Scheme). Management For For
CARDTRONICS PLC
Security G1991C115   Meeting Type Special
Ticker Symbol     Meeting Date 07-May-2021
ISIN     Agenda 935384773 - Management
           
Item Proposal Proposed by Vote For/Against Management
1. That for the purposes of giving effect to the scheme of arrangement ("Scheme") between Cardtronics plc ("Cardtronics") and the holders of the Scheme Shares: I. the directors of Cardtronics be authorized to take all such action as they may consider necessary or appropriate for carrying the Scheme into effect; and, II. with effect from the passing of this special resolution, to approve the amendments to the articles of association of Cardtronics as set out in the Notice of General Meeting contained in the accompanying proxy statement. Management For For
2. To consider and, if thought fit, approve, in accordance with Section 14A of the Securities Exchange Act of 1934, as amended, on an advisory, non-binding basis, the compensation that will or may be paid or become payable to Cardtronics's named executive officers that is based on or otherwise relates to in connection with the proposed acquisition by NCR UK Group Financing Limited of all of the issued and to be issued ordinary shares of Cardtronics. Management Against Against
WILLIS TOWERS WATSON PLC
Security G96629103   Meeting Type Annual
Ticker Symbol WLTW   Meeting Date 11-May-2021
ISIN IE00BDB6Q211   Agenda 935364973 - Management
           
Item Proposal Proposed by Vote For/Against Management
1A. Election of Director: Anna C. Catalano Management For For
1B. Election of Director: Victor F. Ganzi Management Against Against
1C. Election of Director: John J. Haley Management For For
1D. Election of Director: Wendy E. Lane Management Against Against
1E. Election of Director: Brendan R. O'Neill Management For For
1F. Election of Director: Jaymin B. Patel Management Against Against
1G. Election of Director: Linda D. Rabbitt Management Against Against
1H. Election of Director: Paul D. Thomas Management For For
1I. Election of Director: Wilhelm Zeller Management For For
2. Ratify, on an advisory basis, the appointment of (i) Deloitte & Touche LLP to audit our financial statements and (ii) Deloitte Ireland LLP to audit our Irish Statutory Accounts, and authorize, in a binding vote, the Board, acting through the Audit Committee, to fix the independent auditors' remuneration. Management For For
3. Approve, on an advisory basis, the named executive officer compensation. Management Against Against
4. Renew the Board's existing authority to issue shares under Irish law. Management For For
5. Renew the Board's existing authority to opt out of statutory pre-emption rights under Irish law. Management For For
ALEXION PHARMACEUTICALS, INC.
Security 015351109   Meeting Type Special
Ticker Symbol ALXN   Meeting Date 11-May-2021
ISIN US0153511094   Agenda 935410124 - Management
           
Item Proposal Proposed by Vote For/Against Management
1. To adopt the Agreement and Plan of Merger, dated as of December 12, 2020 (as it may be amended from time to time, the "merger agreement") by and among Alexion, AstraZeneca PLC ("AstraZeneca"), Delta Omega Sub Holdings Inc., a wholly owned subsidiary of AstraZeneca ("Bidco"), Delta Omega Sub Holdings Inc. 1, a direct, wholly owned subsidiary of Bidco and Delta Omega Sub Holdings LLC 2, a direct, wholly owned subsidiary of Bidco (the "merger proposal"). Management For For
2. To approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to Alexion's named executive officers that is based on or otherwise relates to the transactions contemplated by the merger agreement. Management Against Against
3. To approve the adjournment of the Alexion special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes at the time of the Alexion special meeting to approve the merger proposal or to ensure that any supplement or amendment to this proxy statement/ prospectus is timely provided to Alexion stockholders. Management For For
ALEXION PHARMACEUTICALS, INC.
Security 015351109   Meeting Type Special
Ticker Symbol ALXN   Meeting Date 11-May-2021
ISIN US0153511094   Agenda 935410124 - Management
           
Item Proposal Proposed by Vote For/Against Management
1. To adopt the Agreement and Plan of Merger, dated as of December 12, 2020 (as it may be amended from time to time, the "merger agreement") by and among Alexion, AstraZeneca PLC ("AstraZeneca"), Delta Omega Sub Holdings Inc., a wholly owned subsidiary of AstraZeneca ("Bidco"), Delta Omega Sub Holdings Inc. 1, a direct, wholly owned subsidiary of Bidco and Delta Omega Sub Holdings LLC 2, a direct, wholly owned subsidiary of Bidco (the "merger proposal"). Management For For
2. To approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to Alexion's named executive officers that is based on or otherwise relates to the transactions contemplated by the merger agreement. Management Against Against
3. To approve the adjournment of the Alexion special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes at the time of the Alexion special meeting to approve the merger proposal or to ensure that any supplement or amendment to this proxy statement/ prospectus is timely provided to Alexion stockholders. Management For For
FORTERRA, INC.
Security 34960W106   Meeting Type Annual
Ticker Symbol FRTA   Meeting Date 12-May-2021
ISIN US34960W1062   Agenda 935400678 - Management
           
Item Proposal Proposed by Vote For/Against Management
1. DIRECTOR Management    
  1 Chris Meyer   Withheld Against
  2 R. "Chip" Cammerer, Jr.   For For
  3 Rafael Colorado   For For
  4 Maureen Harrell   For For
  5 Chad Lewis   Withheld Against
  6 Karl H. Watson, Jr.   For For
2. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2021. Management For For
3. To approve, on an advisory basis, the compensation of our named executive officers. Management Against Against
FLIR SYSTEMS, INC.
Security 302445101   Meeting Type Special
Ticker Symbol FLIR   Meeting Date 13-May-2021
ISIN US3024451011   Agenda 935403624 - Management
           
Item Proposal Proposed by Vote For/Against Management
1. To adopt the Agreement and Plan of Merger by and among Teledyne Technologies Incorporated ("Teledyne"), Firework Merger Sub I, Inc. ("Merger Sub I"), Firework Merger Sub II, LLC ("Merger Sub II"), and FLIR Systems, Inc. ("FLIR"), pursuant to which Merger Sub I will merge with and into FLIR, with FLIR surviving, and immediately thereafter FLIR will merge with and into Merger Sub II ("Mergers"), with Merger Sub II surviving and continuing as a wholly owned subsidiary of Teledyne ("FLIR Merger Proposal"). Management For For
2. To approve, on a non-binding, advisory basis, the compensation that will or may become payable to FLIR's named executive officers in connection with the Mergers. Management Against Against
3. To approve one or more adjournments of the special meeting of stockholders of FLIR, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the FLIR Merger Proposal at the time of the special meeting. Management For For
DIGITAL REALTY TRUST, INC.
Security 253868103   Meeting Type Annual
Ticker Symbol DLR   Meeting Date 03-Jun-2021
ISIN US2538681030   Agenda 935407393 - Management
           
Item Proposal Proposed by Vote For/Against Management
1A. Election of Director: Laurence A. Chapman Management Against Against
1B. Election of Director: Alexis Black Bjorlin Management For For
1C. Election of Director: VeraLinn Jamieson Management For For
1D. Election of Director: Kevin J. Kennedy Management For For
1E. Election of Director: William G. LaPerch Management For For
1F. Election of Director: Jean F.H.P. Mandeville Management For For
1G. Election of Director: Afshin Mohebbi Management For For
1H. Election of Director: Mark R. Patterson Management For For
1I. Election of Director: Mary Hogan Preusse Management For For
1J. Election of Director: Dennis E. Singleton Management For For
1K. Election of Director: A. William Stein Management For For
2. To ratify the selection of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2021. Management Against Against
3. To approve, on a non-binding, advisory basis, the compensation of the Company's named executive officers, as more fully described in the accompanying Proxy Statement (say on pay). Management For For
EXTENDED STAY AMERICA, INC.
Security 30224P200   Meeting Type Special
Ticker Symbol STAY   Meeting Date 11-Jun-2021
ISIN US30224P2002   Agenda 935422345 - Management
           
Item Proposal Proposed by Vote For/Against Management
1. To adopt the merger agreement and approve the mergers and the other transactions contemplated by the merger agreement. Management For For
2. To approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to the Company's named executive officers that is based on or otherwise relates to the mergers. Management For For
3. To approve, any adjournment of the meeting for the purpose of soliciting additional proxies. Management For For
EXTENDED STAY AMERICA, INC.
Security 30224P211   Meeting Type Special
Ticker Symbol     Meeting Date 11-Jun-2021
ISIN     Agenda 935422357 - Management
           
Item Proposal Proposed by Vote For/Against Management
1. Proposal to adopt the merger agreement and approve the mergers and the other transactions contemplated by the merger agreement. Management For For
2. Proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to Hospitality's named executive officers that is based on or otherwise relates to the mergers. Management For For
EXTENDED STAY AMERICA, INC.
Security 30224P200   Meeting Type Contested-Special
Ticker Symbol STAY   Meeting Date 11-Jun-2021
ISIN US30224P2002   Agenda 935435772 - Management
           
Item Proposal Proposed by Vote For/Against Management
1. To adopt the merger agreement and approve the mergers and the other transactions contemplated by the merger agreement. Management For For
2. To approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to the Company's named executive officers that is based on or otherwise relates to the mergers. Management For For
3. To approve, any adjournment of the meeting for the purpose of soliciting additional proxies. Management For For
EXTENDED STAY AMERICA, INC.
Security 30224P200   Meeting Type Contested-Special
Ticker Symbol STAY   Meeting Date 11-Jun-2021
ISIN US30224P2002   Agenda 935435784 - Opposition
           
Item Proposal Proposed by Vote For/Against Management
1. STAY's Merger Agreement Proposal Management    
2. STAY's Compensation Proposal Management    
3. STAY's Adjournment Proposal Management    
PRA HEALTH SCIENCES, INC.
Security 69354M108   Meeting Type Special
Ticker Symbol PRAH   Meeting Date 15-Jun-2021
ISIN US69354M1080   Agenda 935427650 - Management
           
Item Proposal Proposed by Vote For/Against Management
1. To adopt the Agreement and Plan of Merger, dated as of February 24, 2021, by and among ICON plc ("ICON"), PRA Health Sciences, Inc. ("PRA"), ICON US Holdings Inc., a wholly owned subsidiary of ICON ("US HoldCo"), and Indigo Merger Sub, Inc., a wholly owned subsidiary of ICON and US HoldCo (such agreement, as it may be amended from time to time, the "merger agreement" and such proposal, the "PRA merger agreement proposal"). Management For For
2. To approve, on an advisory (non-binding) basis, the executive officer compensation that will or may be paid to PRA's named executive officers that is based on or otherwise relates to the transactions contemplated by the merger agreement (the "PRA compensation proposal"). Management For For
3. To approve the adjournment of the PRA stockholder meeting to solicit additional proxies if there are not sufficient votes at the time of the PRA stockholder meeting to approve the PRA merger agreement proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to PRA stockholders (the "PRA adjournment proposal"). Management For For
NUANCE COMMUNICATIONS, INC.
Security 67020Y100   Meeting Type Special
Ticker Symbol NUAN   Meeting Date 15-Jun-2021
ISIN US67020Y1001   Agenda 935445406 - Management
           
Item Proposal Proposed by Vote For/Against Management
1. To adopt the Agreement and Plan of Merger, dated as of April 11, 2021, by and among Microsoft Corporation, Big Sky Merger Sub Inc. ("Sub") and Nuance Communications, Inc. (the "Company"), pursuant to which Sub will merge with and into the Company (the "Merger"). Management For For
2. To approve, by means of a non-binding, advisory vote, compensation that will or may become payable to the Company's named executive officers in connection with the Merger. Management For For
LUMINEX CORPORATION
Security 55027E102   Meeting Type Special
Ticker Symbol LMNX   Meeting Date 21-Jun-2021
ISIN US55027E1029   Agenda 935446193 - Management
           
Item Proposal Proposed by Vote For/Against Management
1. To adopt the Agreement and Plan of Merger, dated as of April 11, 2021, as it may be amended, supplemented or modified from time to time, by and among Luminex Corporation, DiaSorin S.p.A., and Diagonal Subsidiary Inc. and approve the Merger. Management For For
2. To adjourn the Special Meeting, if necessary and for a minimum period of time reasonable under the circumstances, to ensure that any necessary supplement or amendment to the proxy statement is provided to the stockholders of Luminex Corporation a reasonable amount of time in advance of the Special Meeting, or to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the proposal to adopt the Merger Agreement and approve the Merger. Management For For
3. To approve, by non-binding, advisory vote, the compensation that will or may be paid or become payable to Luminex Corporation's named executive officers that is based on or otherwise relates to the Merger. Management Against Against
CARDTRONICS PLC
Security G1991C105   Meeting Type Annual
Ticker Symbol CATM   Meeting Date 30-Jun-2021
ISIN GB00BYT18414   Agenda 935458225 - Management
           
Item Proposal Proposed by Vote For/Against Management
1A. Election of Class II Director to serve until the 2024 Annual General Meeting: Juli C. Spottiswood Management For For
1B. Election of Class II Director to serve until the 2024 Annual General Meeting: Edward H. West Management For For
1C. Election of Class II Director to serve until the 2024 Annual General Meeting: Rahul Gupta Management Against Against
2. To ratify, on an advisory basis, our Audit Committee's selection of KPMG LLP (U.S.) as our U.S. independent registered public accounting firm for the fiscal year ending December 31, 2021. Management Against Against
3. To re-appoint KPMG LLP (U.K.) as our U.K. statutory auditors under the U.K. Companies Act 2006, to hold office until the conclusion of the next annual general meeting of shareholders at which accounts are presented to our shareholders. Management For For
4. To authorize our Audit Committee to determine our U.K. statutory auditors' remuneration. Management For For
5. To approve, on an advisory basis, the compensation of the Named Executive Officers as disclosed in the proxy statement. Management Against Against
6. To approve, on an advisory basis, the Directors' Remuneration Report (other than the Directors' Remuneration Policy) for the fiscal year ended December 31, 2020. Management Against Against
7. To receive our U.K. Annual Reports and Accounts for the fiscal year ended December 31, 2020, together with the reports of the auditors therein. Management For For

 

 

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)  Investment Managers Series Trust II  
     
By (Signature and Title)* /s/ Terrance P. Gallagher  
  Terrance P. Gallagher, President and Principal Executive Officer  
Date August 6, 2021    
       

*Print the name and title of each signing officer under his or her signature.