0000894189-19-005355.txt : 20190821 0000894189-19-005355.hdr.sgml : 20190821 20190821092546 ACCESSION NUMBER: 0000894189-19-005355 CONFORMED SUBMISSION TYPE: N-PX PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190630 FILED AS OF DATE: 20190821 DATE AS OF CHANGE: 20190821 EFFECTIVENESS DATE: 20190821 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Procure ETF Trust II CENTRAL INDEX KEY: 0001727398 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: N-PX SEC ACT: 1940 Act SEC FILE NUMBER: 811-23323 FILM NUMBER: 191041356 BUSINESS ADDRESS: STREET 1: 16 FIREBUSH ROAD CITY: LEVITTOWN STATE: PA ZIP: 19056 BUSINESS PHONE: 215-943-1777 MAIL ADDRESS: STREET 1: 16 FIREBUSH ROAD CITY: LEVITTOWN STATE: PA ZIP: 19056 0001727398 S000061584 Procure Space ETF C000199461 Procure Space ETF UFO N-PX 1 procure_npx.txt ANNUAL REPORT OF PROXY VOTING 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: 811-23323 NAME OF REGISTRANT: Procure ETF Trust II ADDRESS OF PRINCIPAL EXECUTIVE OFFICES: 16 Firebush Road Levittown, PA 19056 NAME AND ADDRESS OF AGENT FOR SERVICE: Robert Tull 16 Firebush Road Levittown, PA 19056 REGISTRANT'S TELEPHONE NUMBER: 866-690-3837 DATE OF FISCAL YEAR END: 10/31 DATE OF REPORTING PERIOD: 07/01/2018 - 06/30/2019 Procure Space ETF -------------------------------------------------------------------------------------------------------------------------- GARMIN LTD Agenda Number: 935005012 -------------------------------------------------------------------------------------------------------------------------- Security: H2906T109 Meeting Type: Annual Meeting Date: 07-Jun-2019 Ticker: GRMN ISIN: CH0114405324 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Approval of Garmin Ltd.'s 2018 Annual Mgmt For For Report, including the consolidated financial statements of Garmin Ltd. for the fiscal year ended December 29, 2018 and the statutory financial statements of Garmin Ltd. for the fiscal year ended December 29, 2018 2. Approval of the appropriation of available Mgmt For For earnings 3. Approval of the payment of a cash dividend Mgmt For For in the aggregate amount of US $2.28 per outstanding share out of Garmin Ltd.'s reserve from capital contribution in four equal installments 4. Discharge of the members of the Board of Mgmt Against Against Directors and the members of Executive Management from liability for the fiscal year ended December 29, 2018 5a. Re-election of Director: Min H. Kao Mgmt For For 5b. Re-election of Director: Joseph J. Hartnett Mgmt For For 5c. Re-election of Director: Clifton A. Pemble Mgmt For For 5d. Re-election of Director: Jonathan C. Mgmt For For Burrell 5e. Re-election of Director: Charles W. Peffer Mgmt Against Against 5f. Election of Director: Catherine A. Lewis Mgmt For For 6. Re-election of Min H. Kao as Executive Mgmt For For Chairman of the Board of Directors for a term extending until completion of the next annual general meeting 7a. Re-election of Compensation Committee Mgmt For For Member: Joseph J. Hartnett 7b. Re-election of Compensation Committee Mgmt Against Against Member: Charles W. Peffer 7c. Re-election of Compensation Committee Mgmt For For Member: Jonathan C. Burrell 7d. Election of Compensation Committee Member: Mgmt For For Catherine A. Lewis 8. Election of the law firm of Wuersch & Mgmt For For Gering LLP as independent voting rights representative 9. Ratification of the appointment of Ernst & Mgmt For For Young LLP as Garmin Ltd.'s independent registered public accounting firm for the 2019 fiscal year and re-election of Ernst & Young Ltd. as Garmin Ltd.'s statutory auditor for another one-year term 10. Advisory vote on executive compensation Mgmt Abstain Against 11. Binding vote to approve fiscal year 2020 Mgmt Abstain Against maximum aggregate compensation for the Executive Management 12. Binding vote to approve maximum aggregate Mgmt For For compensation for the Board of Directors for the period between the 2019 Annual General Meeting and the 2020 Annual General Meeting 13. Amendment to the Garmin Ltd. Employee Stock Mgmt Against Against Purchase Plan to increase the number of shares authorized for issuance under the Plan from 6 million to 8 million 14. Amendment to the Garmin Ltd. 2005 Equity Mgmt Against Against Incentive Plan to increase the maximum number of shares authorized for issuance under the Plan that may be delivered as Restricted Shares or pursuant to Performance Units or Restricted Stock Units from 6 million to 10 million -------------------------------------------------------------------------------------------------------------------------- INMARSAT PLC Agenda Number: 710812822 -------------------------------------------------------------------------------------------------------------------------- Security: G4807U103 Meeting Type: AGM Meeting Date: 01-May-2019 Ticker: ISIN: GB00B09LSH68 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 ACCEPT FINANCIAL STATEMENTS AND STATUTORY Mgmt For For REPORTS 2 APPROVE REMUNERATION REPORT Mgmt For For 3 APPROVE REMUNERATION POLICY Mgmt Abstain Against 4 AMEND EXECUTIVE SHARE PLAN Mgmt Abstain Against 5 APPROVE FINAL DIVIDEND Mgmt For For 6 ELECT TRACY CLARKE AS DIRECTOR Mgmt For For 7 RE-ELECT TONY BATES AS DIRECTOR Mgmt Against Against 8 RE-ELECT SIMON BAX AS DIRECTOR Mgmt For For 9 RE-ELECT SIR BRYAN CARSBERG AS DIRECTOR Mgmt For For 10 RE-ELECT WARREN FINEGOLD AS DIRECTOR Mgmt For For 11 RE-ELECT ROBERT KEHLER AS DIRECTOR Mgmt For For 12 RE-ELECT PHILLIPA MCCROSTIE AS DIRECTOR Mgmt For For 13 RE-ELECT JANICE OBUCHOWSKI AS DIRECTOR Mgmt For For 14 RE-ELECT RUPERT PEARCE AS DIRECTOR Mgmt For For 15 RE-ELECT DR ABE PELED AS DIRECTOR Mgmt Abstain Against 16 RE-ELECT ROBERT RUIJTER AS DIRECTOR Mgmt Abstain Against 17 RE-ELECT ANDREW SUKAWATY AS DIRECTOR Mgmt For For 18 RE-ELECT DR HAMADOUN TOURE AS DIRECTOR Mgmt For For 19 REAPPOINT DELOITTE LLP AS AUDITORS Mgmt For For 20 AUTHORISE THE AUDIT COMMITTEE TO FIX Mgmt For For REMUNERATION OF AUDITORS 21 AUTHORISE EU POLITICAL DONATIONS AND Mgmt Abstain Against EXPENDITURE 22 AUTHORISE ISSUE OF EQUITY Mgmt For For 23 AUTHORISE ISSUE OF EQUITY WITHOUT Mgmt For For PRE-EMPTIVE RIGHTS 24 AUTHORISE ISSUE OF EQUITY WITHOUT Mgmt For For PRE-EMPTIVE RIGHTS IN CONNECTION WITH AN ACQUISITION OR OTHER CAPITAL INVESTMENT 25 AUTHORISE MARKET PURCHASE OF ORDINARY Mgmt Abstain Against SHARES 26 AMEND ARTICLES OF ASSOCIATION Mgmt For For 27 AUTHORISE THE COMPANY TO CALL GENERAL Mgmt Against Against MEETING WITH TWO WEEKS' NOTICE -------------------------------------------------------------------------------------------------------------------------- INMARSAT PLC Agenda Number: 711006848 -------------------------------------------------------------------------------------------------------------------------- Security: G4807U103 Meeting Type: OGM Meeting Date: 10-May-2019 Ticker: ISIN: GB00B09LSH68 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 TO GIVE EFFECT TO THE SCHEME, INCLUDING Mgmt For For AUTHORISING THE DIRECTORS OF THE COMPANY (OR A DULY AUTHORISED COMMITTEE OF THE DIRECTORS) TO TAKE ALL SUCH ACTION AS THEY MAY CONSIDER NECESSARY OR APPROPRIATE FOR CARRYING THE SCHEME INTO EFFECT, AND AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY, AS SET OUT IN THE NOTICE OF GENERAL MEETING CMMT 23 APR 2019: PLEASE NOTE THAT THE MEETING Non-Voting TYPE WAS CHANGED FROM EGM TO OGM AND MODIFICATION OF TEXT OF RESOLUTION 1. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. -------------------------------------------------------------------------------------------------------------------------- INMARSAT PLC Agenda Number: 711022347 -------------------------------------------------------------------------------------------------------------------------- Security: G4807U103 Meeting Type: CRT Meeting Date: 10-May-2019 Ticker: ISIN: GB00B09LSH68 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1 APPROVE SCHEME OF ARRANGEMENT Mgmt No vote CMMT PLEASE NOTE THAT ABSTAIN IS NOT A VALID Non-Voting VOTE OPTION FOR THIS MEETING TYPE. PLEASE CHOOSE BETWEEN "FOR" AND "AGAINST" ONLY. SHOULD YOU CHOOSE TO VOTE ABSTAIN FOR THIS MEETING THEN YOUR VOTE WILL BE DISREGARDED BY THE ISSUER OR ISSUERS AGENT. -------------------------------------------------------------------------------------------------------------------------- INTELSAT S.A. Agenda Number: 935010380 -------------------------------------------------------------------------------------------------------------------------- Security: L5140P101 Meeting Type: Annual Meeting Date: 13-Jun-2019 Ticker: I ISIN: LU0914713705 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. Approval of Statutory Stand-Alone Financial Mgmt For For Statements 2. Approval of Consolidated Financial Mgmt For For Statements 3. Approval of Allocation of Annual Results Mgmt For For 4. Approval of Grant of Discharge to Directors Mgmt Against Against for Performance 5a. Re-election of Director: John Diercksen Mgmt For For 5b. Re-election of Director: Edward Kangas Mgmt Against Against 6. Approval of Director Remuneration for the Mgmt Against Against Year 2019 7. Approval of Re-appointment of Independent Mgmt For For Registered Accounting Firm (see notice for further details) 8. Approval of Share Repurchases and Treasury Mgmt Against Against Share Holdings (see notice for further details) 9. Acknowledgement of Report and Approval of Mgmt For For an Extension of the Validity Period of the Authorized Share Capital and Related Authorization and Waiver, and the Suppression and Waiver of Shareholder Pre-Emptive Rights (see notice for further details) -------------------------------------------------------------------------------------------------------------------------- LEONARDO S.P.A. Agenda Number: 710900879 -------------------------------------------------------------------------------------------------------------------------- Security: T63512106 Meeting Type: MIX Meeting Date: 16-May-2019 Ticker: ISIN: IT0003856405 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT DELETION OF COMMENT Non-Voting O.1 FINANCIAL STATEMENTS AT 31 DECEMBER 2018 Mgmt For For AND RELEVANT REPORT OF THE BOARD OF DIRECTORS, REPORT OF THE BOARD OF STATUTORY AUDITORS AND REPORT OF THE INDEPENDENT AUDITORS. RESOLUTIONS RELATED THERETO. PRESENTATION OF THE CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER 2018 O.2.1 INTEGRATION OF THE BOARD OF STATUTORY Mgmt For For AUDITOR: APPOINTMENT OF A STATUTORY AUDITOR: LUCA ROSSI O.2.2 INTEGRATION OF THE BOARD OF STATUTORY Mgmt For For AUDITOR: APPOINTMENT OF AN ALTERNATE AUDITOR: GIUSEPPE CERATI O.2.3 INTEGRATION OF THE BOARD OF STATUTORY Mgmt For For AUDITOR: APPOINTMENT OF THE CHAIRMAN OF THE BOARD OF STATUTORY AUDITORS: LUCA ROSSI O.3 REMUNERATION REPORT, RESOLUTION PURSUANT TO Mgmt For For ARTICLE 123 TER, PARAGRAPH 6, OF THE LEGISLATIVE DECREE NO. 58/98 E.1 AMENDMENT OF LEONARDO'S ARTICLES OF Mgmt For For ASSOCIATION ON GENDER BALANCE IN THE COMPOSITION OF THE MANAGEMENT AND CONTROL BODIES: ARTICLES 18, 28, AND 34 CMMT PLEASE NOTE THAT THE ITALIAN LANGUAGE Non-Voting AGENDA IS AVAILABLE BY CLICKING ON THE URL LINK: HTTPS://MATERIALS.PROXYVOTE.COM/APPROVED/99 999Z/19840101/NPS_390518.PDF CMMT 07 MAY 2019: PLEASE NOTE THAT THIS IS A Non-Voting REVISION DUE TO MODIFICATION OF TEXT OF RESOLUTIONS O.2.1 TO O.2.3, O.3, DELETION OF COMMENT AND CHANGE IN MEETING DATE FROM 09 MAY 2019 TO 16 MAY 2019. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK -------------------------------------------------------------------------------------------------------------------------- SIRIUS XM HOLDINGS INC. Agenda Number: 935000923 -------------------------------------------------------------------------------------------------------------------------- Security: 82968B103 Meeting Type: Annual Meeting Date: 05-Jun-2019 Ticker: SIRI ISIN: US82968B1035 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management 1. DIRECTOR Joan L. Amble Mgmt For For George W. Bodenheimer Mgmt Withheld Against Mark D. Carleton Mgmt For For Eddy W. Hartenstein Mgmt For For James P. Holden Mgmt Withheld Against Gregory B. Maffei Mgmt Withheld Against Evan D. Malone Mgmt For For James E. Meyer Mgmt For For James F. Mooney Mgmt Withheld Against Michael Rapino Mgmt Withheld Against Kristina M. Salen Mgmt For For Carl E. Vogel Mgmt Withheld Against David M. Zaslav Mgmt For For 2. Ratification of the appointment of KPMG LLP Mgmt For For as our independent registered public accountants for 2019. -------------------------------------------------------------------------------------------------------------------------- SPEEDCAST INTERNATIONAL LTD Agenda Number: 711001874 -------------------------------------------------------------------------------------------------------------------------- Security: Q86164102 Meeting Type: AGM Meeting Date: 20-May-2019 Ticker: ISIN: AU000000SDA9 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT VOTING EXCLUSIONS APPLY TO THIS MEETING FOR Non-Voting PROPOSALS 1, 3 TO 6 AND VOTES CAST BY ANY INDIVIDUAL OR RELATED PARTY WHO BENEFIT FROM THE PASSING OF THE PROPOSAL/S WILL BE DISREGARDED BY THE COMPANY. HENCE, IF YOU HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN FUTURE BENEFIT (AS REFERRED IN THE COMPANY ANNOUNCEMENT) VOTE ABSTAIN ON THE RELEVANT PROPOSAL ITEMS. BY DOING SO, YOU ACKNOWLEDGE THAT YOU HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN BENEFIT BY THE PASSING OF THE RELEVANT PROPOSAL/S. BY VOTING (FOR OR AGAINST) ON THE ABOVE MENTIONED PROPOSAL/S, YOU ACKNOWLEDGE THAT YOU HAVE NOT OBTAINED BENEFIT NEITHER EXPECT TO OBTAIN BENEFIT BY THE PASSING OF THE RELEVANT PROPOSAL/S AND YOU COMPLY WITH THE VOTING EXCLUSION 1 ADOPTION OF THE REMUNERATION REPORT Mgmt For For 2 RE-ELECTION OF DIRECTOR - MR. PETER JACKSON Mgmt For For 3 APPROVAL OF LONG TERM INCENTIVE PLAN ISSUE Mgmt For For TO CEO 4 APPROVAL OF LONG TERM INCENTIVE PLAN Mgmt For For 5 APPROVAL OF POTENTIAL FUTURE TERMINATION Mgmt For For BENEFITS 6 APPROVAL OF NON-EXECUTIVE DIRECTORS' Mgmt For For REMUNERATION -------------------------------------------------------------------------------------------------------------------------- THALES Agenda Number: 710935733 -------------------------------------------------------------------------------------------------------------------------- Security: F9156M108 Meeting Type: MIX Meeting Date: 15-May-2019 Ticker: ISIN: FR0000121329 -------------------------------------------------------------------------------------------------------------------------- Prop.# Proposal Proposal Proposal Vote For/Against Type Management CMMT PLEASE NOTE IN THE FRENCH MARKET THAT THE Non-Voting ONLY VALID VOTE OPTIONS ARE "FOR" AND "AGAINST" A VOTE OF "ABSTAIN" WILL BE TREATED AS AN "AGAINST" VOTE. CMMT THE FOLLOWING APPLIES TO SHAREHOLDERS THAT Non-Voting DO NOT HOLD SHARES DIRECTLY WITH A FRENCH CUSTODIAN: PROXY CARDS: VOTING INSTRUCTIONS WILL BE FORWARDED TO THE GLOBAL CUSTODIANS ON THE VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED INTERMEDIARY, THE GLOBAL CUSTODIANS WILL SIGN THE PROXY CARDS AND FORWARD THEM TO THE LOCAL CUSTODIAN. IF YOU REQUEST MORE INFORMATION, PLEASE CONTACT YOUR CLIENT REPRESENTATIVE CMMT IN CASE AMENDMENTS OR NEW RESOLUTIONS ARE Non-Voting PRESENTED DURING THE MEETING, YOUR VOTE WILL DEFAULT TO 'ABSTAIN'. SHARES CAN ALTERNATIVELY BE PASSED TO THE CHAIRMAN OR A NAMED THIRD PARTY TO VOTE ON ANY SUCH ITEM RAISED. SHOULD YOU WISH TO PASS CONTROL OF YOUR SHARES IN THIS WAY, PLEASE CONTACT YOUR BROADRIDGE CLIENT SERVICE REPRESENTATIVE. THANK YOU CMMT PLEASE NOTE THAT IMPORTANT ADDITIONAL Non-Voting MEETING INFORMATION IS AVAILABLE BY CLICKING ON THE MATERIAL URL LINK: https://www.journal-officiel.gouv.fr/public ations/balo/pdf/2019/0410/201904101900994.pd f O.1 APPROVAL OF THE CONSOLIDATED FINANCIAL Mgmt For For STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2018 O.2 APPROVAL OF THE CORPORATE FINANCIAL Mgmt For For STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2018 O.3 ALLOCATION OF INCOME OF THE PARENT COMPANY Mgmt For For AND SETTING THE DIVIDEND AT 2.08 EUROS PER SHARE FOR THE FINANCIAL YEAR 2018 O.4 RENEWAL OF THE TERM OF OFFICE OF MRS. Mgmt For For ARMELLE DE MADRE AS DIRECTOR "EXTERNAL PERSONALITY" O.5 APPROVAL OF THE COMPENSATION ELEMENTS DUE Mgmt Abstain Against OR AWARDED TO MR. PATRICE CAINE, CHAIRMAN AND CHIEF EXECUTIVE OFFICER AND SOLE EXECUTIVE CORPORATE OFFICER, FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2018 O.6 APPROVAL OF THE PRINCIPLES AND CRITERIA FOR Mgmt Against Against DETERMINING, DISTRIBUTING AND ALLOCATING THE FIXED, VARIABLE AND EXCEPTIONAL COMPONENTS MAKING UP THE TOTAL COMPENSATION AND BENEFITS OF ANY KIND ATTRIBUTABLE TO THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER OF THALES O.7 AUTHORIZATION GRANTED TO THE BOARD OF Mgmt Abstain Against DIRECTORS TO ALLOW THE COMPANY TO TRADE IN ITS OWN SHARES (WITH A MAXIMUM PURCHASE PRICE OF 140 EUROS PER SHARE) E.8 AUTHORIZATION GRANTED TO THE BOARD OF Mgmt For For DIRECTORS TO CANCEL SHARES ACQUIRED UNDER A SHARE BUYBACK PROGRAM O.9 POWERS TO CARRY OUT FORMALITIES Mgmt For For O.10 RENEWAL OF THE TERM OF OFFICE OF MAZARS AS Mgmt For For PRINCIPAL STATUTORY AUDITOR CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO Non-Voting MEETING ID 183312 DUE TO ADDITION OF RESOLUTION 10. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. * Management position unknown
SIGNATURES Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (Registrant) Procure ETF Trust II By (Signature) /s/ Robert Tull Name Robert Tull Title President Date 08/20/2019