N-PX 1 d434236dnpx.txt ALLIANZGI DIVERSIFIED INCOME & CONVERTIBLE FUND ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------- FORM N-PX ----------------- ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY Investment Company Act file number: 811-23039 ----------------- AllianzGI Diversified Income & Convertible Fund (Exact name of registrant as specified in charter) ----------------- 1633 Broadway, New York, NY 10019 (Address of Principal Executive Office) ----------------- Allianz Global Investors U.S. LLC 1633 Broadway New York, NY 10019 (Name and Address of Agent for Service) ----------------- Registrant's telephone number, including area code: 212-739-3000 Date of fiscal year end: January 31 Date of reporting period: July 1, 2016 through June 30, 2017 ================================================================================ Item 1. Proxy Voting Record ******************************* FORM N-Px REPORT *********************** ICA File Number: 811-23039 Reporting Period: 07/01/2016 - 06/30/2017 AllianzGI Diversified Income and Convertible Fund ========AllianzGI Diversified Income and Convertible Fund =============== ADIENT PLC Ticker: ADNT Security ID: G0084W101 Meeting Date: MAR 13, 2017 Meeting Type: Annual Record Date: JAN 13, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director John M. Barth For For Management 1b Elect Director Julie L. Bushman For For Management 1c Elect Director Raymond L. Conner For For Management 1d Elect Director Richard Goodman For For Management 1e Elect Director Frederick A. Henderson For For Management 1f Elect Director R. Bruce McDonald For Against Management 1g Elect Director Barb J. Samardzich For For Management 2 Approve PricewaterhouseCoopers LLP as For For Management Auditors and Authorize Board to Fix Their Remuneration 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Amend Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- ALIBABA GROUP HOLDING LIMITED Ticker: BABA Security ID: 01609W102 Meeting Date: OCT 13, 2016 Meeting Type: Annual Record Date: AUG 19, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Daniel Yong Zhang as Director For Against Management 1.2 Elect Chee Hwa Tung as Director For For Management 1.3 Elect Jerry Yang as Director For For Management 1.4 Elect Wan Ling Martello as Director For For Management 1.5 Elect Eric Xiandong Jing as Director For Against Management 2 Ratify PricewaterhouseCoopers as For For Management Auditors -------------------------------------------------------------------------------- ALPHABET INC. Ticker: GOOGL Security ID: 02079K305 Meeting Date: JUN 07, 2017 Meeting Type: Annual Record Date: APR 19, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Larry Page For For Management 1.2 Elect Director Sergey Brin For For Management 1.3 Elect Director Eric E. Schmidt For Withhold Management 1.4 Elect Director L. John Doerr For Withhold Management 1.5 Elect Director Roger W. Ferguson, Jr. For For Management 1.6 Elect Director Diane B. Greene For For Management 1.7 Elect Director John L. Hennessy For Withhold Management 1.8 Elect Director Ann Mather For Withhold Management 1.9 Elect Director Alan R. Mulally For For Management 1.10 Elect Director Paul S. Otellini For Withhold Management 1.11 Elect Director K. Ram Shriram For Withhold Management 1.12 Elect Director Shirley M. Tilghman For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Amend Omnibus Stock Plan For Against Management 4 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 5 Advisory Vote on Say on Pay Frequency Three One Year Management Years 6 Approve Recapitalization Plan for all Against For Shareholder Stock to Have One-vote per Share 7 Report on Lobbying Payments and Policy Against For Shareholder 8 Report on Political Contributions Against For Shareholder 9 Report on Gender Pay Gap Against For Shareholder 10 Report on Charitable Contributions Against Against Shareholder 11 Adopt Holy Land Principles Against Against Shareholder 12 Report on Fake News Against Against Shareholder -------------------------------------------------------------------------------- AMAZON.COM, INC. Ticker: AMZN Security ID: 023135106 Meeting Date: MAY 23, 2017 Meeting Type: Annual Record Date: MAR 29, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Jeffrey P. Bezos For Against Management 1b Elect Director Tom A. Alberg For Against Management 1c Elect Director John Seely Brown For For Management 1d Elect Director Jamie S. Gorelick For For Management 1e Elect Director Daniel P. Huttenlocher For For Management 1f Elect Director Judith A. McGrath For For Management 1g Elect Director Jonathan J. Rubinstein For For Management 1h Elect Director Thomas O. Ryder For Against Management 1i Elect Director Patricia Q. Stonesifer For Against Management 1j Elect Director Wendell P. Weeks For Against Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency Three One Year Management Years 5 Amend Omnibus Stock Plan For For Management 6 Report on Use of Criminal Background Against Against Shareholder Checks in Hiring 7 Include Sustainability as a Against For Shareholder Performance Measure for Senior Executive Compensation 8 Provide Vote Counting to Exclude Against Against Shareholder Abstentions -------------------------------------------------------------------------------- AMPHENOL CORPORATION Ticker: APH Security ID: 032095101 Meeting Date: MAY 18, 2017 Meeting Type: Annual Record Date: MAR 20, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ronald P. Badie For For Management 1.2 Elect Director Stanley L. Clark For For Management 1.3 Elect Director David P. Falck For For Management 1.4 Elect Director Edward G. Jepsen For For Management 1.5 Elect Director Martin H. Loeffler For For Management 1.6 Elect Director John R. Lord For For Management 1.7 Elect Director R. Adam Norwitt For For Management 1.8 Elect Director Diana G. Reardon For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Approve Stock Option Plan For Against Management -------------------------------------------------------------------------------- APPLE INC. Ticker: AAPL Security ID: 037833100 Meeting Date: FEB 28, 2017 Meeting Type: Annual Record Date: DEC 30, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director James Bell For For Management 1.2 Elect Director Tim Cook For For Management 1.3 Elect Director Al Gore For For Management 1.4 Elect Director Bob Iger For For Management 1.5 Elect Director Andrea Jung For For Management 1.6 Elect Director Art Levinson For For Management 1.7 Elect Director Ron Sugar For For Management 1.8 Elect Director Sue Wagner For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Disclose Charitable Contributions Against For Shareholder 6 Adopt Policy to Increase Diversity of Against Against Shareholder Senior Management and Board of Directors 7 Proxy Access Amendments Against For Shareholder 8 Engage Outside Independent Experts for Against Against Shareholder Compensation Reforms 9 Adopt Share Retention Policy For Against For Shareholder Senior Executives -------------------------------------------------------------------------------- BIOGEN INC. Ticker: BIIB Security ID: 09062X103 Meeting Date: JUN 07, 2017 Meeting Type: Annual Record Date: APR 10, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Alexander J. Denner For For Management 1b Elect Director Caroline D. Dorsa For For Management 1c Elect Director Nancy L. Leaming For For Management 1d Elect Director Richard C. Mulligan For For Management 1e Elect Director Robert W. Pangia For For Management 1f Elect Director Stelios Papadopoulos For For Management 1g Elect Director Brian S. Posner For For Management 1h Elect Director Eric K. Rowinsky For For Management 1i Elect Director Lynn Schenk For For Management 1j Elect Director Stephen A. Sherwin For For Management 1k Elect Director Michel Vounatsos For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Approve Omnibus Stock Plan For Against Management -------------------------------------------------------------------------------- COMCAST CORPORATION Ticker: CMCSA Security ID: 20030N101 Meeting Date: JUN 08, 2017 Meeting Type: Annual Record Date: MAR 16, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Kenneth J. Bacon For For Management 1.2 Elect Director Madeline S. Bell For For Management 1.3 Elect Director Sheldon M. Bonovitz For For Management 1.4 Elect Director Edward D. Breen For For Management 1.5 Elect Director Gerald L. Hassell For For Management 1.6 Elect Director Jeffrey A. Honickman For For Management 1.7 Elect Director Asuka Nakahara For For Management 1.8 Elect Director David C. Novak For For Management 1.9 Elect Director Brian L. Roberts For For Management 1.10 Elect Director Johnathan A. Rodgers For For Management 2 Ratify Deloitte & Touche LLP as For Against Management Auditors 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Report on Lobbying Payments and Policy Against For Shareholder 6 Approve Recapitalization Plan for all Against For Shareholder Stock to Have One-vote per Share -------------------------------------------------------------------------------- COSTCO WHOLESALE CORPORATION Ticker: COST Security ID: 22160K105 Meeting Date: JAN 26, 2017 Meeting Type: Annual Record Date: NOV 18, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Susan L. Decker For For Management 1.2 Elect Director Richard A. Galanti For For Management 1.3 Elect Director John W. Meisenbach For For Management 1.4 Elect Director Charles T. Munger For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- DEERE & COMPANY Ticker: DE Security ID: 244199105 Meeting Date: FEB 22, 2017 Meeting Type: Annual Record Date: DEC 30, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Samuel R. Allen For Against Management 1b Elect Director Crandall C. Bowles For For Management 1c Elect Director Vance D. Coffman For For Management 1d Elect Director Alan C. Heuberger For For Management 1e Elect Director Dipak C. Jain For For Management 1f Elect Director Michael O. Johanns For For Management 1g Elect Director Clayton M. Jones For For Management 1h Elect Director Brian M. Krzanich For For Management 1i Elect Director Gregory R. Page For For Management 1j Elect Director Sherry M. Smith For For Management 1k Elect Director Dmitri L. Stockton For For Management 1l Elect Director Sheila G. Talton For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Deloitte & Touche LLP as For For Management Auditors 5 Provide Right to Act by Written Consent Against For Shareholder -------------------------------------------------------------------------------- ENERGY XXI LTD Ticker: EXXIQ Security ID: 29274UAB7 Meeting Date: DEC 09, 2016 Meeting Type: Written Consent Record Date: JUL 12, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1 The Plan None For Management 2 Opt Out Of The Release Contained in None Abstain Management Article VII -------------------------------------------------------------------------------- ENVISION HEALTHCARE CORPORATION Ticker: EVHC Security ID: 29414D209 Meeting Date: MAY 25, 2017 Meeting Type: Annual Record Date: MAR 29, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Carol J. Burt For For Management 1.2 Elect Director Christopher A. Holden For For Management 1.3 Elect Director Cynthia S. Miller For For Management 1.4 Elect Director Ronald A. Williams For For Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Deloitte & Touche LLP as For Against Management Auditors -------------------------------------------------------------------------------- FACEBOOK, INC. Ticker: FB Security ID: 30303M102 Meeting Date: JUN 01, 2017 Meeting Type: Annual Record Date: APR 07, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Marc L. Andreessen For For Management 1.2 Elect Director Erskine B. Bowles For For Management 1.3 Elect Director Susan D. For For Management Desmond-Hellmann 1.4 Elect Director Reed Hastings For For Management 1.5 Elect Director Jan Koum For For Management 1.6 Elect Director Sheryl K. Sandberg For For Management 1.7 Elect Director Peter A. Thiel For For Management 1.8 Elect Director Mark Zuckerberg For For Management 2 Ratify Ernst & Young LLP as Auditors For Against Management 3 Approve Recapitalization Plan for all Against For Shareholder Stock to Have One-vote per Share 4 Report on Lobbying Payments and Policy Against For Shareholder 5 Report on Public Policy Issues Against Against Shareholder Associated with Fake News 6 Gender Pay Gap Against For Shareholder 7 Require Independent Board Chairman Against For Shareholder -------------------------------------------------------------------------------- JOHNSON CONTROLS INTERNATIONAL PLC Ticker: JCI Security ID: G51502105 Meeting Date: MAR 08, 2017 Meeting Type: Annual Record Date: JAN 04, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director David P. Abney For For Management 1b Elect Director Natalie A. Black For For Management 1c Elect Director Michael E. Daniels For For Management 1d Elect Director Brian Duperreault For For Management 1e Elect Director Jeffrey A. Joerres For For Management 1f Elect Director Alex A. Molinaroli For Against Management 1g Elect Director George R. Oliver For For Management 1h Elect Director Juan Pablo del Valle For For Management Perochena 1i Elect Director Jurgen Tinggren For For Management 1j Elect Director Mark Vergnano For For Management 1k Elect Director R. David Yost For For Management 2a Ratify PricewaterhouseCoopers LLP as For For Management Auditors 2b Authorize Board to Fix Remuneration of For For Management Auditors 3 Authorize Market Purchases of Company For For Management shares 4 Determine Price Range for Reissuance For For Management of Treasury Shares 5 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 6 Advisory Vote on Say on Pay Frequency One Year One Year Management 7 Amend Omnibus Stock Plan For For Management 8 Approve the Directors' Authority to For For Management Allot Shares 9 Approve the Disapplication of For For Management Statutory Pre-Emption Rights -------------------------------------------------------------------------------- JOHNSON CONTROLS, INC. Ticker: JCI Security ID: 478366107 Meeting Date: AUG 17, 2016 Meeting Type: Special Record Date: JUN 27, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management 2 Adjourn Meeting For For Management 3 Advisory Vote on Golden Parachutes For Against Management -------------------------------------------------------------------------------- JOY GLOBAL INC. Ticker: JOY Security ID: 481165108 Meeting Date: OCT 19, 2016 Meeting Type: Special Record Date: SEP 01, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management 2 Advisory Vote on Golden Parachutes For Against Management 3 Adjourn Meeting For For Management -------------------------------------------------------------------------------- MCDONALD'S CORPORATION Ticker: MCD Security ID: 580135101 Meeting Date: MAY 24, 2017 Meeting Type: Annual Record Date: MAR 27, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Lloyd Dean For For Management 1b Elect Director Stephen Easterbrook For For Management 1c Elect Director Robert Eckert For Against Management 1d Elect Director Margaret Georgiadis For For Management 1e Elect Director Enrique Hernandez, Jr. For For Management 1f Elect Director Jeanne Jackson For Against Management 1g Elect Director Richard Lenny For For Management 1h Elect Director John Mulligan For For Management 1i Elect Director Sheila Penrose For For Management 1j Elect Director John Rogers, Jr. For Against Management 1k Elect Director Miles White For Against Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Amend Omnibus Stock Plan For For Management 5 Ratify Ernst & Young LLP as Auditors For Against Management 6 Provide Vote Counting to Exclude Against Against Shareholder Abstentions 7 Reduce Ownership Threshold for Against For Shareholder Shareholders to Call a Special Meeting 8 Issue New Series of Preferred Stock Against Against Shareholder with the Right to Elect own Director 9 Adopt Holy Land Principles Against Against Shareholder 10 Adopt Policy to Ban Non-Therapeutic Against For Shareholder Use of Antibiotics in Meat Supply Chain 11 Assess Environmental Impact of Against For Shareholder Polystyrene Foam Cups 12 Report on Charitable Contributions Against Against Shareholder -------------------------------------------------------------------------------- MCKESSON CORPORATION Ticker: MCK Security ID: 58155Q103 Meeting Date: JUL 27, 2016 Meeting Type: Annual Record Date: MAY 31, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Andy D. Bryant For For Management 1b Elect Director Wayne A. Budd For For Management 1c Elect Director N. Anthony Coles For For Management 1d Elect Director John H. Hammergren For Against Management 1e Elect Director M. Christine Jacobs For For Management 1f Elect Director Donald R. Knauss For For Management 1g Elect Director Marie L. Knowles For For Management 1h Elect Director Edward A. Mueller For For Management 1i Elect Director Susan R. Salka For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Pro-rata Vesting of Equity Awards Against For Shareholder 5 Report on Political Contributions Against For Shareholder -------------------------------------------------------------------------------- MGM RESORTS INTERNATIONAL Ticker: MGM Security ID: 552953101 Meeting Date: MAY 31, 2017 Meeting Type: Annual Record Date: APR 05, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Robert H. Baldwin For For Management 1.2 Elect Director William A. Bible For For Management 1.3 Elect Director Mary Chris Gay For For Management 1.4 Elect Director William W. Grounds For For Management 1.5 Elect Director Alexis M. Herman For For Management 1.6 Elect Director Roland Hernandez For Withhold Management 1.7 Elect Director John Kilroy For For Management 1.8 Elect Director Rose McKinney-James For For Management 1.9 Elect Director James J. Murren For For Management 1.10 Elect Director Gregory M. Spierkel For For Management 1.11 Elect Director Daniel J. Taylor For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- MICROSOFT CORPORATION Ticker: MSFT Security ID: 594918104 Meeting Date: NOV 30, 2016 Meeting Type: Annual Record Date: SEP 30, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director William H. Gates, lll For For Management 1.2 Elect Director Teri L. List-Stoll For For Management 1.3 Elect Director G. Mason Morfit For For Management 1.4 Elect Director Satya Nadella For For Management 1.5 Elect Director Charles H. Noski For For Management 1.6 Elect Director Helmut Panke For For Management 1.7 Elect Director Sandra E. Peterson For For Management 1.8 Elect Director Charles W. Scharf For For Management 1.9 Elect Director John W. Stanton For For Management 1.10 Elect Director John W. Thompson For For Management 1.11 Elect Director Padmasree Warrior For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Deloitte & Touche LLP as For For Management Auditors 4 Amend Right to Call Special Meeting For For Management 5 Amend Omnibus Stock Plan For For Management 6 Proxy Access Against For Shareholder -------------------------------------------------------------------------------- MONSANTO COMPANY Ticker: MON Security ID: 61166W101 Meeting Date: DEC 13, 2016 Meeting Type: Special Record Date: NOV 07, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management 2 Advisory Vote on Golden Parachutes For For Management 3 Adjourn Meeting For For Management -------------------------------------------------------------------------------- MONSANTO COMPANY Ticker: MON Security ID: 61166W101 Meeting Date: JAN 27, 2017 Meeting Type: Annual Record Date: DEC 05, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Dwight M. 'Mitch' Barns For For Management 1b Elect Director Gregory H. Boyce For For Management 1c Elect Director David L. Chicoine For For Management 1d Elect Director Janice L. Fields For For Management 1e Elect Director Hugh Grant For Against Management 1f Elect Director Arthur H. Harper For For Management 1g Elect Director Laura K. Ipsen For For Management 1h Elect Director Marcos M. Lutz For For Management 1i Elect Director C. Steven McMillan For For Management 1j Elect Director Jon R. Moeller For For Management 1k Elect Director George H. Poste For For Management 1l Elect Director Robert J. Stevens For For Management 1m Elect Director Patricia Verduin For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Amend Omnibus Stock Plan For For Management 6 Report on Lobbying Payments and Policy Against For Shareholder 7 Report on Effectiveness and Risks of Against For Shareholder Glyphosate Use -------------------------------------------------------------------------------- ORACLE CORPORATION Ticker: ORCL Security ID: 68389X105 Meeting Date: NOV 16, 2016 Meeting Type: Annual Record Date: SEP 19, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jeffrey S. Berg For For Management 1.2 Elect Director H. Raymond Bingham For For Management 1.3 Elect Director Michael J. Boskin For For Management 1.4 Elect Director Safra A. Catz For For Management 1.5 Elect Director Bruce R. Chizen For For Management 1.6 Elect Director George H. Conrades For For Management 1.7 Elect Director Lawrence J. Ellison For For Management 1.8 Elect Director Hector Garcia-Molina For For Management 1.9 Elect Director Jeffrey O. Henley For For Management 1.10 Elect Director Mark V. Hurd For For Management 1.11 Elect Director Renee J. James For For Management 1.12 Elect Director Leon E. Panetta For For Management 1.13 Elect Director Naomi O. Seligman For For Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Ratify Ernst & Young LLP as Auditors For For Management 4 Report on Lobbying Payments and Policy Against For Shareholder -------------------------------------------------------------------------------- QUALCOMM INCORPORATED Ticker: QCOM Security ID: 747525103 Meeting Date: MAR 07, 2017 Meeting Type: Annual Record Date: JAN 09, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Barbara T. Alexander For For Management 1b Elect Director Jeffrey W. Henderson For For Management 1c Elect Director Thomas W. Horton For For Management 1d Elect Director Paul E. Jacobs For For Management 1e Elect Director Ann M. Livermore For For Management 1f Elect Director Harish Manwani For For Management 1g Elect Director Mark D. McLaughlin For For Management 1h Elect Director Steve Mollenkopf For For Management 1i Elect Director Clark T. "Sandy" Randt, For For Management Jr. 1j Elect Director Francisco Ros For For Management 1k Elect Director Anthony J. Vinciquerra For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Proxy Access Amendments Against For Shareholder -------------------------------------------------------------------------------- REGENERON PHARMACEUTICALS, INC. Ticker: REGN Security ID: 75886F107 Meeting Date: JUN 09, 2017 Meeting Type: Annual Record Date: APR 13, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Bonnie L. Bassler For Against Management 1.2 Elect Director N. Anthony Coles For For Management 1.3 Elect Director Joseph L. Goldstein For Against Management 1.4 Elect Director Christine A. Poon For Against Management 1.5 Elect Director P. Roy Vagelos For Against Management 1.6 Elect Director Huda Y. Zoghbi For Against Management 2 Ratify PricewaterhouseCoopers LLP as For Against Management Auditors 3 Amend Omnibus Stock Plan For Against Management 4 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 5 Advisory Vote on Say on Pay Frequency Three One Year Management Years -------------------------------------------------------------------------------- STARBUCKS CORPORATION Ticker: SBUX Security ID: 855244109 Meeting Date: MAR 22, 2017 Meeting Type: Annual Record Date: JAN 12, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Howard Schultz For Against Management 1b Elect Director William W. Bradley For For Management 1c Elect Director Rosalind Brewer For For Management 1d Elect Director Mary N. Dillon For For Management 1e Elect Director Robert M. Gates For For Management 1f Elect Director Mellody Hobson For For Management 1g Elect Director Kevin R. Johnson For For Management 1h Elect Director Jorgen Vig Knudstorp For For Management 1i Elect Director Satya Nadella For For Management 1j Elect Director Joshua Cooper Ramo For For Management 1k Elect Director Clara Shih For For Management 1l Elect Director Javier G. Teruel For For Management 1m Elect Director Myron E. Ullman, III For For Management 1n Elect Director Craig E. Weatherup For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Deloitte & Touche LLP as For For Management Auditors 5 Amend Proxy Access Right Against For Shareholder -------------------------------------------------------------------------------- TARGET CORPORATION Ticker: TGT Security ID: 87612E106 Meeting Date: JUN 14, 2017 Meeting Type: Annual Record Date: APR 17, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Roxanne S. Austin For For Management 1b Elect Director Douglas M. Baker, Jr. For Against Management 1c Elect Director Brian C. Cornell For For Management 1d Elect Director Calvin Darden For For Management 1e Elect Director Henrique De Castro For For Management 1f Elect Director Robert L. Edwards For For Management 1g Elect Director Melanie L. Healey For For Management 1h Elect Director Donald R. Knauss For For Management 1i Elect Director Monica C. Lozano For For Management 1j Elect Director Mary E. Minnick For For Management 1k Elect Director Derica W. Rice For For Management 1l Elect Director Kenneth L. Salazar For For Management 2 Ratify Ernst & Young LLP as Auditors For Against Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Approve Executive Incentive Bonus Plan For For Management -------------------------------------------------------------------------------- THE KROGER CO. Ticker: KR Security ID: 501044101 Meeting Date: JUN 22, 2017 Meeting Type: Annual Record Date: APR 26, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Nora A. Aufreiter For For Management 1b Elect Director Robert D. Beyer For Against Management 1c Elect Director Anne Gates For For Management 1d Elect Director Susan J. Kropf For For Management 1e Elect Director W. Rodney McMullen For Against Management 1f Elect Director Jorge P. Montoya For For Management 1g Elect Director Clyde R. Moore For Against Management 1h Elect Director James A. Runde For For Management 1i Elect Director Ronald L. Sargent For For Management 1j Elect Director Bobby S. Shackouls For Against Management 1k Elect Director Mark S. Sutton For For Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify PricewaterhouseCoopers LLP as For Against Management Auditors 5 Assess Environmental Impact of Against For Shareholder Non-Recyclable Packaging 6 Assess Benefits of Adopting Renewable Against For Shareholder Energy Goals 7 Adopt Policy and Plan to Eliminate Against For Shareholder Deforestation in Supply Chain 8 Require Independent Board Chairman Against For Shareholder -------------------------------------------------------------------------------- THE PROCTER & GAMBLE COMPANY Ticker: PG Security ID: 742718109 Meeting Date: OCT 11, 2016 Meeting Type: Annual Record Date: AUG 12, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Francis S. Blake For For Management 1b Elect Director Angela F. Braly For For Management 1c Elect Director Kenneth I. Chenault For For Management 1d Elect Director Scott D. Cook For For Management 1e Elect Director Terry J. Lundgren For For Management 1f Elect Director W. James McNerney, Jr. For For Management 1g Elect Director David S. Taylor For Against Management 1h Elect Director Margaret C. Whitman For For Management 1i Elect Director Patricia A. Woertz For For Management 1j Elect Director Ernesto Zedillo For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Report on Consistency Between Against For Shareholder Corporate Values and Political Activities 5 Report on Application of Company Against For Shareholder Non-Discrimination Policies in States with Pro-Discrimination Laws -------------------------------------------------------------------------------- THE WALT DISNEY COMPANY Ticker: DIS Security ID: 254687106 Meeting Date: MAR 08, 2017 Meeting Type: Annual Record Date: JAN 09, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Susan E. Arnold For For Management 1b Elect Director John S. Chen For For Management 1c Elect Director Jack Dorsey For For Management 1d Elect Director Robert A. Iger For Against Management 1e Elect Director Maria Elena Lagomasino For For Management 1f Elect Director Fred H. Langhammer For For Management 1g Elect Director Aylwin B. Lewis For For Management 1h Elect Director Robert W. Matschullat For For Management 1i Elect Director Mark G. Parker For For Management 1j Elect Director Sheryl K. Sandberg For For Management 1k Elect Director Orin C. Smith For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Advisory Vote on Say on Pay Frequency One Year One Year Management 5 Report on Lobbying Payments and Policy Against For Shareholder 6 Proxy Access Bylaw Amendment Against For Shareholder -------------------------------------------------------------------------------- UNITEDHEALTH GROUP INCORPORATED Ticker: UNH Security ID: 91324P102 Meeting Date: JUN 05, 2017 Meeting Type: Annual Record Date: APR 11, 2017 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director William C. Ballard, Jr. For Against Management 1b Elect Director Richard T. Burke For Against Management 1c Elect Director Timothy P. Flynn For For Management 1d Elect Director Stephen J. Hemsley For For Management 1e Elect Director Michele J. Hooper For For Management 1f Elect Director Rodger A. Lawson For For Management 1g Elect Director Glenn M. Renwick For Against Management 1h Elect Director Kenneth I. Shine For For Management 1i Elect Director Gail R. Wilensky For Against Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Deloitte & Touche LLP as For For Management Auditors 5 Report on Lobbying Payments and Policy Against For Shareholder -------------------------------------------------------------------------------- VISA INC. Ticker: V Security ID: 92826C839 Meeting Date: JAN 31, 2017 Meeting Type: Annual Record Date: DEC 02, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Lloyd A. Carney For For Management 1b Elect Director Mary B. Cranston For For Management 1c Elect Director Francisco Javier For For Management Fernandez-Carbajal 1d Elect Director Gary A. Hoffman For For Management 1e Elect Director Alfred F. Kelly, Jr. For For Management 1f Elect Director Robert W. Matschullat For For Management 1g Elect Director Suzanne Nora Johnson For For Management 1h Elect Director John A.C. Swainson For For Management 1i Elect Director Maynard G. Webb, Jr. For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify KPMG LLP as Auditors For For Management -------------------------------------------------------------------------------- WALGREENS BOOTS ALLIANCE, INC. Ticker: WBA Security ID: 931427108 Meeting Date: JAN 26, 2017 Meeting Type: Annual Record Date: NOV 28, 2016 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Janice M. Babiak For For Management 1b Elect Director David J. Brailer For For Management 1c Elect Director William C. Foote For For Management 1d Elect Director Ginger L. Graham For For Management 1e Elect Director John A. Lederer For For Management 1f Elect Director Dominic P. Murphy For For Management 1g Elect Director Stefano Pessina For For Management 1h Elect Director Leonard D. Schaeffer For For Management 1i Elect Director Nancy M. Schlichting For For Management 1j Elect Director James A. Skinner For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Deloitte & Touche LLP as For For Management Auditors 4 Approve Executive Incentive Bonus Plan For For Management 5 Proxy Access Against For Shareholder 6 Approve Report on Executive Pay & Against For Shareholder Sustainability Performance ========== END NPX REPORT Public Public Public 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): AllianzGI Diversified Income & Convertible Fund By (Signature and Title)*: /s/ Thomas J. Fuccillo -------------------------------------------- Name: Thomas J. Fuccillo Title: President and Chief Executive Officer Date: August 21, 2017 * Print the name and title of each signing officer under his or her signature.