Multi-Strategy Total Return Fund 07/01/2018 to 06/30/2019 

ICA File Number:  811-23261 

Registrant Name:  T. Rowe Price Multi-Strategy Total Return Fund, Inc.

Reporting Period:  07/01/2018 - 06/30/2019 

FORM N-PX 

ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT 

INVESTMENT COMPANY 

Investment Company Act file number 811-23261 

T. Rowe Price Multi-Strategy Total Return Fund, Inc.

(Exact name of registrant as specified in charter) 

100 East Pratt Street Baltimore, Maryland 21202 

(Address of principal executive offices) 

Ryan Nolan 

100 East Pratt Street 

Baltimore, Maryland 21202 

(Name and address of agent for service) 

Registrant’s telephone number, including area code: (410) 345-2000 

Date of fiscal year end: 10/31 

Date of reporting period: 07/01/2018 to 06/30/2019 

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) T. Rowe Price Multi-Strategy Total Return Fund, Inc. 

By (Signature and Title) /s/ Edward C. Bernard 

                                        Edward C. Bernard, Chairman of the Board - T. Rowe Price Funds  

Date September 3, 2019 

======================= Multi-Strategy Total Return Fund =======================


ALS LIMITED

Ticker:       ALQ            Security ID:  Q0266A116
Meeting Date: AUG 01, 2018   Meeting Type: Annual
Record Date:  JUL 30, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
2.1   Elect Bruce Phillips as Director        For       Did Not Vote Management
2.2   Elect Charlie Sartain as Director       For       Did Not Vote Management
3     Approve Remuneration Report             For       Did Not Vote Management
4     Approve the Increase in Maximum         None      Did Not Vote Management
      Aggregate Remuneration of
      Non-Executive Directors
5     Approve Grant of Performance Rights to  For       Did Not Vote Management
      Raj Naran
6     Approve Potential Termination Benefits  For       Did Not Vote Management
      Under the ALS Short Term Incentive
      Plan and ALS Long Term Incentive Plan


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ANDEAVOR

Ticker:       ANDV           Security ID:  03349M105
Meeting Date: SEP 24, 2018   Meeting Type: Special
Record Date:  AUG 01, 2018

#     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       Against      Management


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BLOOM ENERGY CORP.

Ticker:       BE             Security ID:  093712107
Meeting Date: MAY 09, 2019   Meeting Type: Annual
Record Date:  MAR 11, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Colin L. Powell          For       Against      Management
1.2   Elect Director Scott Sandell            For       Against      Management
1.3   Elect Director KR Sridhar               For       Against      Management
2     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditor


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CA, INC.

Ticker:       CA             Security ID:  12673P105
Meeting Date: SEP 12, 2018   Meeting Type: Special
Record Date:  AUG 09, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Merger Agreement                For       For          Management
2     Adjourn Meeting                         For       Against      Management
3     Advisory Vote on Golden Parachutes      For       For          Management


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CARVANA CO.

Ticker:       CVNA           Security ID:  146869102
Meeting Date: APR 23, 2019   Meeting Type: Annual
Record Date:  FEB 25, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director J. Danforth "Dan" Quayle For       Withhold     Management
1.2   Elect Director Gregory Sullivan         For       Withhold     Management
2     Ratify Grant Thornton 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


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CELGENE CORPORATION

Ticker:       CELG           Security ID:  151020104
Meeting Date: APR 12, 2019   Meeting Type: Special
Record Date:  MAR 01, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Merger Agreement                For       For          Management
2     Adjourn Meeting                         For       Against      Management
3     Advisory Vote on Golden Parachutes      For       Against      Management


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ELANCO ANIMAL HEALTH INCORPORATED

Ticker:       ELAN           Security ID:  28414H103
Meeting Date: MAY 08, 2019   Meeting Type: Annual
Record Date:  MAR 22, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Kapila Kapur Anand       For       For          Management
1b    Elect Director John "J.P." P. Bilbrey   For       For          Management
1c    Elect Director R. David Hoover          For       For          Management
1d    Elect Director Lawrence E. Kurzius      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


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ENVISION HEALTHCARE CORP.

Ticker:       EVHC           Security ID:  29414D100
Meeting Date: SEP 11, 2018   Meeting Type: Annual
Record Date:  AUG 10, 2018

#     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
4a    Elect Director John T. Gawaluck         For       For          Management
4b    Elect Director Joey A. Jacobs           For       For          Management
4c    Elect Director Kevin P. Lavender        For       For          Management
4d    Elect Director Leonard M. Riggs, Jr.    For       For          Management
5     Declassify the Board of Directors and   For       For          Management
      Eliminate the Series A-1 Mandatory
      Convertible Preferred Stock
6     Advisory Vote to Ratify Named           For       Against      Management
      Executive Officers' Compensation
7     Ratify Deloitte & Touche LLP as         For       For          Management
      Auditors


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EVO PAYMENTS, INC.

Ticker:       EVOP           Security ID:  26927E104
Meeting Date: JUN 11, 2019   Meeting Type: Annual
Record Date:  APR 16, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director John S. Garabedian       For       Withhold     Management
1.2   Elect Director David W. Leeds           For       For          Management
2     Ratify Deloitte & Touche LLP as         For       For          Management
      Auditors


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GOOSEHEAD INSURANCE, INC.

Ticker:       GSHD           Security ID:  38267D109
Meeting Date: MAY 23, 2019   Meeting Type: Annual
Record Date:  APR 03, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Mark E. Jones            For       For          Management
1.2   Elect Director Robyn Jones              For       For          Management
1.3   Elect Director Peter Lane               For       For          Management
1.4   Elect Director Mark Miller              For       For          Management
1.5   Elect Director James Reid               For       For          Management
2     Ratify Deloitte & Touche LLP as Auditor For       For          Management
3     Amend Omnibus Stock Plan                For       Against      Management


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KNORR-BREMSE AG

Ticker:       KBX            Security ID:  D4S43E114
Meeting Date: JUN 18, 2019   Meeting Type: Annual
Record Date:  MAY 27, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Receive Financial Statements and        None      None         Management
      Statutory Reports for Fiscal 2018
      (Non-Voting)
2     Approve Allocation of Income and        For       For          Management
      Dividends of EUR 1.75 per Share
3     Approve Discharge of Management Board   For       For          Management
      for Fiscal 2018
4     Approve Discharge of Supervisory Board  For       For          Management
      for Fiscal 2018
5     Ratify KPMG AG as Auditors for Fiscal   For       For          Management
      2019


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LARGAN PRECISION CO., LTD.

Ticker:       3008           Security ID:  Y52144105
Meeting Date: JUN 12, 2019   Meeting Type: Annual
Record Date:  APR 12, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Business Operations Report and  For       For          Management
      Financial Statements
2     Approve Profit Distribution             For       For          Management
3     Approve Amendments to Articles of       For       For          Management
      Association
4     Amend Procedures Governing the          For       For          Management
      Acquisition or Disposal of Assets
5     Amend Trading Procedures Governing      For       For          Management
      Derivatives Products
6     Amend Procedures for Lending Funds to   For       For          Management
      Other Parties and Procedures for
      Endorsement and Guarantees
7.1   Elect Yao-Ying Lin, Representative of   For       For          Management
      Mao Yu Commemorate Co., Ltd., with
      Shareholder No. 74145, as
      Non-Independent Director
7.2   Elect En-Chou Lin, Representative of    For       For          Management
      Mao Yu Commemorate Co., Ltd., with
      Shareholder No. 74145, as
      Non-Independent Director
7.3   Elect En-Ping Lin, Representative of    For       For          Management
      Mao Yu Commemorate Co., Ltd., with
      Shareholder No. 74145, as
      Non-Independent Director
7.4   Elect Shih-Ching Chen, with             For       Against      Management
      Shareholder No. 4, as Non-Independent
      Director
7.5   Elect Ming-Yuan Hsieh, with             For       Against      Management
      Shareholder No. 6, as Non-Independent
      Director
7.6   Elect Shan-Chieh Yen, with ID No.       For       For          Management
      L120856XXX, as Independent Director
7.7   Elect Ming-Hua Peng, with Shareholder   For       For          Management
      No. 253, as Independent Director
7.8   Elect Chung-Jen Liang, with             For       For          Management
      Shareholder No. 7, as Supervisor
7.9   Elect Tsui-Ying Chiang, with            For       For          Management
      Shareholder No. 2, as Supervisor
8     Approve Release of Restrictions of      For       For          Management
      Competitive Activities of Newly
      Appointed Directors


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MERCARI, INC.

Ticker:       4385           Security ID:  J42305102
Meeting Date: SEP 28, 2018   Meeting Type: Annual
Record Date:  JUN 30, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Transfer of Operations to       For       For          Management
      Wholly Owned Subsidiary
2.1   Elect Director Yamada, Shintaro         For       For          Management
2.2   Elect Director Koizumi, Fumiaki         For       For          Management
2.3   Elect Director Hamada, Yuki             For       For          Management
2.4   Elect Director John Lagerling           For       For          Management
2.5   Elect Director Aoyagi, Naoki            For       For          Management
2.6   Elect Director Suzuki, Ken              For       For          Management
2.7   Elect Director Takayama, Ken            For       For          Management
2.8   Elect Director Namatame, Masashi        For       For          Management


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MONETA MONEY BANK, A.S.

Ticker:       MONET          Security ID:  X3R0GS100
Meeting Date: DEC 13, 2018   Meeting Type: Special
Record Date:  DEC 06, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Meeting Procedures              For       For          Management
2     Elect Meeting Chairman and Other        For       For          Management
      Meeting Officials
3     Amend Articles of Association           For       For          Management


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MONETA MONEY BANK, A.S.

Ticker:       MONET          Security ID:  X3R0GS100
Meeting Date: APR 24, 2019   Meeting Type: Annual
Record Date:  APR 17, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Meeting Procedures              For       For          Management
2     Elect Meeting Chairman and Other        For       For          Management
      Meeting Officials
3     Receive Management Board Report         None      None         Management
4     Receive Supervisory Board Report        None      None         Management
5     Receive Audit Committee Report          None      None         Management
6     Approve Consolidated Financial          For       For          Management
      Statements and Statutory Reports
7     Approve Financial Statements and        For       For          Management
      Statutory Reports
8     Approve Allocation of Income and        For       For          Management
      Dividends of CZK 6.15 per Share
9     Approve Contracts on Performance of     For       For          Management
      Functions with Employees'
      Representatives to Supervisory Board
10    Ratify Auditor                          For       For          Management


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NBCUNIVERSAL ENTERPRISE, INC.

Ticker:                      Security ID:  63946CAE8
Meeting Date: MAY 23, 2019   Meeting Type: Annual
Record Date:  APR 05, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Elect Director Bernard C. Watson        For       Did Not Vote Management


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OTP BANK NYRT

Ticker:       OTP            Security ID:  X60746181
Meeting Date: APR 12, 2019   Meeting Type: Annual
Record Date:  APR 10, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Financial Statements,           For       For          Management
      Statutory Reports, and Allocation of
      Income
2     Approve Company's Corporate Governance  For       For          Management
      Statement
3     Approve Discharge of Management Board   For       For          Management
4     Approve Auditors and Authorize Board    For       Against      Management
      to Fix Their Remuneration
5.1   Amend the Articles of Association by    For       For          Management
      Way of a Single Resolution
5.2   Approve the Amendment of Articles of    For       For          Management
      Association
6     Approve Election of Employee            For       For          Management
      Representative to Supervisory Board
7     Amend Remuneration Policy               For       For          Management
8     Approve Remuneration of Management      For       For          Management
      Board, Supervisory Board, and Audit
      Committee Members
9     Authorize Share Repurchase Program      For       For          Management


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PINNACLE FOODS, INC.

Ticker:       PF             Security ID:  72348P104
Meeting Date: OCT 23, 2018   Meeting Type: Special
Record Date:  SEP 04, 2018

#     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       Against      Management


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PLURALSIGHT, INC.

Ticker:       PS             Security ID:  72941B106
Meeting Date: APR 30, 2019   Meeting Type: Annual
Record Date:  MAR 04, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Gary Crittenden          For       Withhold     Management
1.2   Elect Director Tim Maudlin              For       For          Management
1.3   Elect Director Brad Rencher             For       For          Management
2     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors


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POWSZECHNA KASA OSZCZEDNOSCI BANK POLSKI SA

Ticker:       PKO            Security ID:  X6919X108
Meeting Date: MAY 06, 2019   Meeting Type: Annual
Record Date:  APR 20, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Open Meeting                            None      None         Management
2     Elect Meeting Chairman                  For       For          Management
3     Acknowledge Proper Convening of Meeting None      None         Management
4     Approve Agenda of Meeting               For       For          Management
5     Receive Financial Statements and        None      None         Management
      Management Board Proposal on
      Allocation of Income and Covering of
      Loss from Previous Years
6     Receive Management Board Report on      None      None         Management
      Company's and Group's Operations,
      Consolidated Financial Statements
7     Receive Supervisory Board Report        None      None         Management
8.1   Approve Financial Statements            For       For          Management
8.2   Approve Management Board Report on      For       For          Management
      Company's and Group's Operations
8.3   Approve Consolidated Financial          For       For          Management
      Statements
8.4   Approve Supervisory Board Report        For       For          Management
8.5   Approve Allocation of Income and        For       For          Management
      Dividends of PLN 1.33 per Share;
      Approve Treatment of Net Loss from
      Previous Years
8.6   Approve Terms of Dividend Payment       For       For          Management
8.7a  Approve Discharge of Zbigniew Jagiello  For       For          Management
      (CEO)
8.7b  Approve Discharge of Rafal Antczak      For       For          Management
      (Deputy CEO)
8.7c  Approve Discharge of Rafal Kozlowski    For       For          Management
      (Deputy CEO)
8.7d  Approve Discharge of Maks Kraczkowski   For       For          Management
      (Deputy CEO)
8.7e  Approve Discharge of Mieczyslaw Krol    For       For          Management
      (Deputy CEO)
8.7f  Approve Discharge of Adam Marciniak     For       For          Management
      (Deputy CEO)
8.7g  Approve Discharge of Piotr Mazur        For       For          Management
      (Deputy CEO)
8.7h  Approve Discharge of Jakub Papierski    For       For          Management
      (Deputy CEO)
8.7i  Approve Discharge of Jan Rosciszewski   For       For          Management
      (Deputy CEO)
8.8a  Approve Discharge of Piotr Sadownik     For       For          Management
      (Supervisory Chairman)
8.8b  Approve Discharge of Grazyna            For       For          Management
      Ciurzynska (Supervisory Deputy
      Chairman)
8.8c  Approve Discharge of Zbigniew Hajlasz   For       For          Management
      (Supervisory Board Secretary)
8.8d  Approve Discharge of Mariusz            For       For          Management
      Andrzejewski (Supervisory Board Member)
8.8e  Approve Discharge of Miroslaw Barszcz   For       For          Management
      (Supervisory Board Member)
8.8f  Approve Discharge of Adam Budnikowski   For       For          Management
      (Supervisory Board Member)
8.8g  Approve Discharge of Wojciech Jasinski  For       For          Management
      (Supervisory Board Member)
8.8h  Approve Discharge of Andrzej            For       For          Management
      Kisielewicz (Supervisory Board Member)
8.8i  Approve Discharge of Elzbieta           For       For          Management
      Maczynska-Ziemacka (Supervisory Board
      Member)
8.8j  Approve Discharge of Janusz             For       For          Management
      Ostaszewski (Supervisory Board Member)
8.8k  Approve Discharge of Jerzy Paluchniak   For       For          Management
      (Supervisory Board Member)
9     Receive Supervisory Board Report on     None      None         Management
      Remuneration Policy and Compliance
      with Corporate Governance Principles
10.1  Recall Supervisory Board Member         For       Against      Management
10.2  Elect Supervisory Board Member          For       Against      Management
11    Close Meeting                           None      None         Management


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PRINCIPIA BIOPHARMA INC.

Ticker:       PRNB           Security ID:  74257L108
Meeting Date: JUN 11, 2019   Meeting Type: Annual
Record Date:  APR 15, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Martin Babler            For       For          Management
1.2   Elect Director Shao-Lee Lin             For       For          Management
2     Ratify Ernst & Young LLP as Auditors    For       For          Management


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SENTINEL ENERGY SERVICES, INC.

Ticker:       STNLU          Security ID:  G8062D128
Meeting Date: DEC 28, 2018   Meeting Type: Special
Record Date:  DEC 05, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Change State of Incorporation from      For       For          Management
      Cayman Islands to Delaware
2.1   Amend Articles of Association of the    For       Against      Management
      Company, Proposal A
2.2   Amend Articles of Association of the    For       Against      Management
      Company, Proposal B
2.3   Amend Articles of Association of the    For       For          Management
      Company, Proposal C
2.4   Amend Articles of Association of the    For       Against      Management
      Company, Proposal D
3     Approve Appointment of                  For       For          Management
      WithumSmith+Brown, PC (Withum) as
      Auditor
4     Adjourn Meeting                         For       Against      Management


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SHISEIDO CO., LTD.

Ticker:       4911           Security ID:  J74358144
Meeting Date: MAR 26, 2019   Meeting Type: Annual
Record Date:  DEC 31, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Allocation of Income, with a    For       For          Management
      Final Dividend of JPY 25
2.1   Elect Director Uotani, Masahiko         For       For          Management
2.2   Elect Director Shimatani, Yoichi        For       For          Management
2.3   Elect Director Aoki, Jun                For       For          Management
2.4   Elect Director Ishikura, Yoko           For       For          Management
2.5   Elect Director Iwahara, Shinsaku        For       For          Management
2.6   Elect Director Oishi, Kanoko            For       For          Management
3.1   Appoint Statutory Auditor Uno, Akiko    For       For          Management
3.2   Appoint Statutory Auditor Goto, Yasuko  For       For          Management
4     Approve Performance Share Plan          For       For          Management


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SHRIRAM TRANSPORT FINANCE COMPANY LIMITED

Ticker:       511218         Security ID:  Y7758E119
Meeting Date: JUN 11, 2019   Meeting Type: Special
Record Date:  MAY 09, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Increase in Borrowing Powers    For       For          Management
2     Approve Pledging of Assets for Debt     For       For          Management
3     Approve Issuance of Non-Convertible     For       For          Management
      Debentures on Private Placement Basis


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SHRIRAM TRANSPORT FINANCE COMPANY LIMITED

Ticker:       511218         Security ID:  Y7758E119
Meeting Date: JUN 27, 2019   Meeting Type: Annual
Record Date:  JUN 20, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Accept Financial Statements and         For       For          Management
      Statutory Reports
2     Approve Final Dividend and Confirm      For       For          Management
      Interim Dividend
3     Reelect D. V. Ravi as Director          For       For          Management
4     Approve Remuneration of Joint Auditors  For       For          Management
5     Approve Cancellation of Forfeited       For       For          Management
      Equity Shares
6     Elect Pradeep Kumar Panja as Director   For       For          Management
7     Elect Ignatius Michael Viljoen as       For       For          Management
      Director
8     Approve Reappointment and Remuneration  For       For          Management
      of Umesh Revankar as Managing Director
      and CEO
9     Reelect S. Sridhar as Director          For       For          Management
10    Reelect S. Lakshminarayanan as Director For       For          Management


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SI-BONE, INC.

Ticker:       SIBN           Security ID:  825704109
Meeting Date: JUN 13, 2019   Meeting Type: Annual
Record Date:  APR 15, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1a    Elect Director Timothy E. Davis, Jr.    For       For          Management
1b    Elect Director Heyward R. Donigan       For       For          Management
1c    Elect Director Mark J. Foley            For       For          Management
2     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors


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UPWORK INC.

Ticker:       UPWK           Security ID:  91688F104
Meeting Date: JUN 05, 2019   Meeting Type: Annual
Record Date:  APR 08, 2019

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1.1   Elect Director Kevin R. Harvey          For       For          Management
1.2   Elect Director Thomas H. Layton         For       For          Management
1.3   Elect Director Elizabeth Nelson         For       For          Management
2     Ratify PricewaterhouseCoopers LLP as    For       For          Management
      Auditors


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YUME NO MACHI SOUZOU IINKAI CO., LTD.

Ticker:       2484           Security ID:  J9843M103
Meeting Date: NOV 28, 2018   Meeting Type: Annual
Record Date:  AUG 31, 2018

#     Proposal                                Mgt Rec   Vote Cast    Sponsor
1     Approve Allocation of Income, with a    For       For          Management
      Final Dividend of JPY 3.6
2.1   Elect Director Nakamura, Rie            For       For          Management
2.2   Elect Director Kaneko, Masahiro         For       For          Management
2.3   Elect Director Shigehiro, Reo           For       For          Management
2.4   Elect Director Suzaki, Yuka             For       For          Management
2.5   Elect Director Miyashita, Atsushi       For       For          Management
2.6   Elect Director Masuda, Jun              For       For          Management
2.7   Elect Director Nakajima, Satoshi        For       For          Management
2.8   Elect Director Kamiyama, Hiroshi        For       For          Management
2.9   Elect Director Fujii, Hideo             For       For          Management

========== END NPX REPORT