N-PX 1 tm2026557-4_npx.txt N-PX UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-PX ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANIES INVESTMENT COMPANY ACT FILE NUMBER: 811-5962 NAME OF REGISTRANT: VANGUARD VARIABLE INSURANCE FUNDS ADDRESS OF REGISTRANT: PO BOX 2600, VALLEY FORGE, PA 19482 NAME AND ADDRESS OF AGENT FOR SERVICE: ANNE E. ROBINSON PO BOX 876 VALLEY FORGE, PA 19482 REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (610) 669-1000 DATE OF FISCAL YEAR END: DECEMBER 31 DATE OF REPORTING PERIOD: JULY 1, 2019 - JUNE 30, 2020 ******************************* FORM N-Px REPORT ******************************* ICA File Number: 81105962D Reporting Period: 07/01/2019 - 06/30/2020 VANGUARD VARIABLE INSURANCE FUNDS ============ VANGUARD VARIABLE INSURANCE FUND - DIVERSIFIED VALUE PORTFOLIO ==== ========================= - Voted at the discretion of the Fund ============= Each investment advisor's votes cast are shown separately below. The votes reported reflect votes cast at the Fund's/advisor's discretion and exclude any votes cast pursuant to a regulatory requirement. UNITED TECHNOLOGIES CORPORATION Ticker: UTX Security ID: 913017109 Meeting Date: OCT 11, 2019 Meeting Type: Special Record Date: SEP 10, 2019 # Proposal Mgt Rec Vote Cast Sponsor 1 Issue Shares in Connection with Merger For For Management 2 Adjourn Meeting For For Management ============ VANGUARD VARIABLE INSURANCE FUND - DIVERSIFIED VALUE ============= ============ PORTFOLIO - HOTCHKIS & WILEY ============= Each investment advisor's votes cast are shown separately below. The votes reported reflect votes cast at the Fund's/advisor's discretion and exclude any votes cast pursuant to a regulatory requirement. ADIENT PLC Ticker: ADNT Security ID: G0084W101 Meeting Date: MAR 12, 2020 Meeting Type: Annual Record Date: JAN 15, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Julie L. Bushman For For Management 1b Elect Director Peter H. Carlin For For Management 1c Elect Director Raymond L. Conner For For Management 1d Elect Director Douglas G. Del Grosso For For Management 1e Elect Director Richard Goodman For For Management 1f Elect Director Jose M. Gutierrez For For Management 1g Elect Director Frederick A. "Fritz" For For Management Henderson 1h 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 Amend Non Employee Director Restricted For For Management Stock Plan -------------------------------------------------------------------------------- ALPHABET INC. Ticker: GOOGL Security ID: 02079K305 Meeting Date: JUN 03, 2020 Meeting Type: Annual Record Date: APR 07, 2020 # 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 Sundar Pichai For For Management 1.4 Elect Director John L. Hennessy For For Management 1.5 Elect Director Frances H. Arnold For For Management 1.6 Elect Director L. John Doerr For For Management 1.7 Elect Director Roger W. Ferguson Jr. For For Management 1.8 Elect Director Ann Mather For For Management 1.9 Elect Director Alan R. Mulally For For Management 1.10 Elect Director K. Ram Shiram For For Management 1.11 Elect Director Robin L. Washington For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Amend Omnibus Stock Plan For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 5 Approve Recapitalization Plan for all Against Against Shareholder Stock to Have One-vote per Share 6 Report on Arbitration of Against Against Shareholder Employment-Related Claims 7 Establish Human Rights Risk Oversight Against Against Shareholder Committee 8 Require Shareholder Approval of Bylaw Against Against Shareholder Amendments Adopted by the Board of Directors 9 Assess Feasibility of Including Against Against Shareholder Sustainability as a Performance Measure for Senior Executive Compensation 10 Report on Takedown Requests Against Against Shareholder 11 Require a Majority Vote for the Against Against Shareholder Election of Directors 12 Report on Gender/Racial Pay Gap Against Against Shareholder 13 Require Independent Director Nominee Against Against Shareholder with Human and/or Civil Rights Experience 14 Report on Whistleblower Policies and Against Against Shareholder Practices -------------------------------------------------------------------------------- AMERICAN INTERNATIONAL GROUP, INC. Ticker: AIG Security ID: 026874784 Meeting Date: MAY 13, 2020 Meeting Type: Annual Record Date: MAR 18, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director W. Don Cornwell For For Management 1b Elect Director Brian Duperreault For For Management 1c Elect Director John H. Fitzpatrick For For Management 1d Elect Director William G. Jurgensen For For Management 1e Elect Director Christopher S. Lynch For For Management 1f Elect Director Henry S. Miller For For Management 1g Elect Director Linda A. Mills For For Management 1h Elect Director Thomas F. Motamed For For Management 1i Elect Director Peter R. Porrino For For Management 1j Elect Director Amy L. Schioldager For For Management 1k Elect Director Douglas M. Steenland For For Management 1l Elect Director Therese M. Vaughan For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Amend Securities Transfer Restrictions For For Management 4 Ratify NOL Rights Plan (NOL Pill) For For Management 5 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 6 Reduce Ownership Threshold for Against Against Shareholder Shareholders to Call Special Meeting -------------------------------------------------------------------------------- ANTHEM, INC. Ticker: ANTM Security ID: 036752103 Meeting Date: MAY 21, 2020 Meeting Type: Annual Record Date: MAR 16, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Gail K. Boudreaux For For Management 1.2 Elect Director R. Kerry Clark For For Management 1.3 Elect Director Robert L. Dixon, Jr. For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Ernst & Young LLP as Auditors For For Management 4 Reduce Ownership Threshold for Against Against Shareholder Shareholders to Call Special Meeting -------------------------------------------------------------------------------- APACHE CORPORATION Ticker: APA Security ID: 037411105 Meeting Date: MAY 14, 2020 Meeting Type: Annual Record Date: MAR 16, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Annell R. Bay For For Management 2 Elect Director John J. Christmann, IV For For Management 3 Elect Director Juliet S. Ellis For For Management 4 Elect Director Chansoo Joung For For Management 5 Elect Director Rene R. Joyce For For Management 6 Elect Director John E. Lowe For For Management 7 Elect Director William C. Montgomery For For Management 8 Elect Director Amy H. Nelson For For Management 9 Elect Director Daniel W. Rabun For For Management 10 Elect Director Peter A. Ragauss For For Management 11 Ratify Ernst & Young LLP as Auditor For For Management 12 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- BANK OF AMERICA CORPORATION Ticker: BAC Security ID: 060505104 Meeting Date: APR 22, 2020 Meeting Type: Annual Record Date: MAR 02, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Sharon L. Allen For For Management 1b Elect Director Susan S. Bies For For Management 1c Elect Director Jack O. Bovender, Jr. For For Management 1d Elect Director Frank P. Bramble, Sr. For For Management 1e Elect Director Pierre J.P. de Weck For For Management 1f Elect Director Arnold W. Donald For For Management 1g Elect Director Linda P. Hudson For For Management 1h Elect Director Monica C. Lozano For For Management 1i Elect Director Thomas J. May For For Management 1j Elect Director Brian T. Moynihan For For Management 1k Elect Director Lionel L. Nowell, III For For Management 1l Elect Director Denise L. Ramos For For Management 1m Elect Director Clayton S. Rose For For Management 1n Elect Director Michael D. White For For Management 1o Elect Director Thomas D. Woods For For Management 1p Elect Director R. David Yost For For Management 1q Elect Director Maria T. Zuber For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 4 Amend Proxy Access Right Against Against Shareholder 5 Provide Right to Act by Written Consent Against Against Shareholder 6 Report on Gender Pay Gap Against Against Shareholder 7 Review of Statement of the Purpose of Against Against Shareholder a Corporation and Report on Recommended Changes to Governance Documents, Policies, and Practices -------------------------------------------------------------------------------- BIOGEN INC. Ticker: BIIB Security ID: 09062X103 Meeting Date: JUN 03, 2020 Meeting Type: Annual Record Date: APR 06, 2020 # 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 William A. Hawkins For For Management 1d Elect Director Nancy L. Leaming For For Management 1e Elect Director Jesus B. Mantas For For Management 1f Elect Director Richard C. Mulligan For For Management 1g Elect Director Robert W. Pangia For For Management 1h Elect Director Stelios Papadopoulos For For Management 1i Elect Director Brian S. Posner For For Management 1j Elect Director Eric K. Rowinsky For For Management 1k Elect Director Stephen A. Sherwin For For Management 1l Elect Director Michel Vounatsos For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- CAPITAL ONE FINANCIAL CORPORATION Ticker: COF Security ID: 14040H105 Meeting Date: APR 30, 2020 Meeting Type: Annual Record Date: MAR 03, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Richard D. Fairbank For For Management 1b Elect Director Aparna Chennapragada For For Management 1c Elect Director Ann Fritz Hackett For For Management 1d Elect Director Peter Thomas Killalea For For Management 1e Elect Director Cornelis "Eli" Leenaars For For Management 1f Elect Director Pierre E. Leroy For For Management 1g Elect Director Francois Locoh-Donou For For Management 1h Elect Director Peter E. Raskind For For Management 1i Elect Director Eileen Serra For For Management 1j Elect Director Mayo A. Shattuck, III For For Management 1k Elect Director Bradford H. Warner For For Management 1l Elect Director Catherine G. West 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 Provide Right to Act by Written Consent For For Management 5 Require Independent Board Chairman Against Against Shareholder -------------------------------------------------------------------------------- CENTENE CORPORATION Ticker: CNC Security ID: 15135B101 Meeting Date: APR 28, 2020 Meeting Type: Annual Record Date: FEB 28, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Michael F. Neidorff For For Management 1b Elect Director H. James Dallas For For Management 1c Elect Director Robert K. Ditmore For For Management 1d Elect Director Richard A. Gephardt For For Management 1e Elect Director Lori J. Robinson For For Management 1f Elect Director William L. Trubeck For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify KPMG LLP as Auditors For For Management 4 Amend Qualified Employee Stock For For Management Purchase Plan 5 Report on Political Contributions Against Against Shareholder Disclosure 6 Eliminate Supermajority Vote Against For Shareholder Requirement -------------------------------------------------------------------------------- CIT GROUP INC. Ticker: CIT Security ID: 125581801 Meeting Date: MAY 12, 2020 Meeting Type: Annual Record Date: MAR 19, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Ellen R. Alemany For For Management 1b Elect Director Michael L. Brosnan For For Management 1c Elect Director Michael A. Carpenter For For Management 1d Elect Director Dorene C. Dominguez For For Management 1e Elect Director Alan Frank For For Management 1f Elect Director William M. Freeman For For Management 1g Elect Director R. Brad Oates For For Management 1h Elect Director Gerald Rosenfeld For For Management 1i Elect Director John R. Ryan For For Management 1j Elect Director Sheila A. Stamps For For Management 1k Elect Director Khanh T. Tran For For Management 1l Elect Director Laura S. Unger For For Management 2 Ratify Deloitte & Touche LLP as Auditor For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- CITIGROUP INC. Ticker: C Security ID: 172967424 Meeting Date: APR 21, 2020 Meeting Type: Annual Record Date: FEB 24, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Michael L. Corbat For For Management 1b Elect Director Ellen M. Costello For For Management 1c Elect Director Grace E. Dailey For For Management 1d Elect Director Barbara J. Desoer For For Management 1e Elect Director John C. Dugan For For Management 1f Elect Director Duncan P. Hennes For For Management 1g Elect Director Peter B. Henry For For Management 1h Elect Director S. Leslie Ireland For For Management 1i Elect Director Lew W. (Jay) Jacobs, IV For For Management 1j Elect Director Renee J. James For For Management 1k Elect Director Gary M. Reiner For For Management 1l Elect Director Diana L. Taylor For For Management 1m Elect Director James S. Turley For For Management 1n Elect Director Deborah C. Wright For For Management 1o Elect Director Alexander R. Wynaendts For For Management 1p Elect Director Ernesto Zedillo Ponce For For Management de Leon 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Amend Omnibus Stock Plan For For Management 5 Amend Proxy Access Right Against Against Shareholder 6 Review on Governance Documents Against Against Shareholder 7 Report on Lobbying Payments and Policy Against Against Shareholder -------------------------------------------------------------------------------- CITIZENS FINANCIAL GROUP, INC. Ticker: CFG Security ID: 174610105 Meeting Date: APR 23, 2020 Meeting Type: Annual Record Date: FEB 25, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Bruce Van Saun For For Management 1.2 Elect Director Christine M. Cumming For For Management 1.3 Elect Director William P. Hankowsky For For Management 1.4 Elect Director Howard W. Hanna, III For For Management 1.5 Elect Director Leo I. ("Lee") Higdon For For Management 1.6 Elect Director Edward J. ("Ned") For For Management Kelly, III 1.7 Elect Director Charles J. ("Bud") Koch For For Management 1.8 Elect Director Robert G. Leary For For Management 1.9 Elect Director Terrance J. Lillis For For Management 1.10 Elect Director Shivan Subramaniam For For Management 1.11 Elect Director Wendy A. Watson For For Management 1.12 Elect Director Marita Zuraitis 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 Provide Right to Call Special Meeting For For Management 5 Amend Certificate of Incorporation to For For Management Remove Non-Operative Provisions -------------------------------------------------------------------------------- CNH INDUSTRIAL NV Ticker: CNHI Security ID: N20944109 Meeting Date: APR 16, 2020 Meeting Type: Annual Record Date: MAR 19, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Open Meeting None None Management 2.a Receive Explanation on Company's None None Management Reserves and Dividend Policy 2.b Adopt Financial Statements and For For Management Statutory Reports 2.c Approve Dividends of EUR 0.18 Per Share For For Management 2.d Approve Discharge of Directors For For Management 3.a Approve Remuneration Report For For Management 3.b Amend Remuneration Policy For For Management 3.c Approve Long Term Incentive Plan For For Management 4.a Reelect Suzanne Heywood as Executive For For Management Director 4.b Reelect Hubertus M. Muhlhauser as None None Management Executive Director 4.c Reelect Leo W. Houle as Non-Executive For For Management Director 4.d Reelect John B. Lanaway as For For Management Non-Executive Director 4.e Reelect Alessandro Nasi as For For Management Non-Executive Director 4.f Reelect Lorenzo Simonelli as For For Management Non-Executive Director 4.g Reelect Jacqueline A. Tammenoms Bakker For For Management as Non-Executive Director 4.h Reelect Jacques Theurillat as For For Management Non-Executive Director 4.i Elect Howard Buffett as Non-Executive For For Management Director 4.j Elect Nelda (Janine) Connors as For For Management Non-Executive Director 4.k Elect Tufan Erginbilgic as For For Management Non-Executive Director 4.l Elect Vagn Sorensen as Non-Executive For For Management Director 5 Ratify Ernst & Young as Auditors For For Management 6 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 7 Close Meeting None None Management -------------------------------------------------------------------------------- COMCAST CORPORATION Ticker: CMCSA Security ID: 20030N101 Meeting Date: JUN 03, 2020 Meeting Type: Annual Record Date: APR 03, 2020 # 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 Naomi M. Bergman 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 Maritza G. Montiel For For Management 1.8 Elect Director Asuka Nakahara For For Management 1.9 Elect Director David C. Novak For For Management 1.10 Elect Director Brian L. Roberts For For Management 2 Ratify Deloitte & Touche LLP as Auditor For For Management 3 Amend Stock Option Plan For For Management 4 Amend Restricted Stock Plan For For Management 5 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 6 Report on Lobbying Payments and Policy Against Against Shareholder 7 Require Independent Board Chair Against Against Shareholder 8 Report on Risks Posed by Failing to Against Against Shareholder Prevent Sexual Harassment -------------------------------------------------------------------------------- CORNING INCORPORATED Ticker: GLW Security ID: 219350105 Meeting Date: APR 30, 2020 Meeting Type: Annual Record Date: MAR 02, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Donald W. Blair For For Management 1b Elect Director Leslie A. Brun For For Management 1c Elect Director Stephanie A. Burns For For Management 1d Elect Director Richard T. Clark For For Management 1e Elect Director Robert F. Cummings, Jr. For For Management 1f Elect Director Deborah A. Henretta For For Management 1g Elect Director Daniel P. Huttenlocher For For Management 1h Elect Director Kurt M. Landgraf For For Management 1i Elect Director Kevin J. Martin For For Management 1j Elect Director Deborah D. Rieman For For Management 1k Elect Director Hansel E. Tookes, II For For Management 1l Elect Director Wendell P. Weeks For For Management 1m Elect Director Mark S. Wrighton For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- CUMMINS INC. Ticker: CMI Security ID: 231021106 Meeting Date: MAY 12, 2020 Meeting Type: Annual Record Date: MAR 10, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director N. Thomas Linebarger For For Management 2 Elect Director Robert J. Bernhard For For Management 3 Elect Director Franklin R. Chang Diaz For For Management 4 Elect Director Bruno V. Di Leo Allen For For Management 5 Elect Director Stephen B. Dobbs For For Management 6 Elect Director Robert K. Herdman For For Management 7 Elect Director Alexis M. Herman For For Management 8 Elect Director Thomas J. Lynch For For Management 9 Elect Director William I. Miller For For Management 10 Elect Director Georgia R. Nelson For For Management 11 Elect Director Karen H. Quintos For For Management 12 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 13 Ratify PricewaterhouseCoopers LLP as For For Management Auditor 14 Require Shareholder Approval of Bylaw Against Against Shareholder Amendments Adopted by the Board of Directors -------------------------------------------------------------------------------- DISCOVER FINANCIAL SERVICES Ticker: DFS Security ID: 254709108 Meeting Date: MAY 14, 2020 Meeting Type: Annual Record Date: MAR 16, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jeffrey S. Aronin For For Management 1.2 Elect Director Mary K. Bush For For Management 1.3 Elect Director Gregory C. Case For For Management 1.4 Elect Director Candace H. Duncan For For Management 1.5 Elect Director Joseph F. Eazor For For Management 1.6 Elect Director Cynthia A. Glassman For For Management 1.7 Elect Director Roger C. Hochschild For For Management 1.8 Elect Director Thomas G. Maheras For For Management 1.9 Elect Director Michael H. Moskow For For Management 1.10 Elect Director Mark A. Thierer For For Management 1.11 Elect Director Lawrence A. Weinbach - None None Management Withdrawn Resolution 1.12 Elect Director Jennifer L. Wong 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 -------------------------------------------------------------------------------- EATON CORPORATION PLC Ticker: ETN Security ID: G29183103 Meeting Date: APR 22, 2020 Meeting Type: Annual Record Date: FEB 24, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Craig Arnold For For Management 1b Elect Director Christopher M. Connor For For Management 1c Elect Director Michael J. Critelli For For Management 1d Elect Director Richard H. Fearon For For Management 1e Elect Director Olivier Leonetti For For Management 1f Elect Director Deborah L. McCoy For For Management 1g Elect Director Silvio Napoli For For Management 1h Elect Director Gregory R. Page For For Management 1i Elect Director Sandra Pianalto For For Management 1j Elect Director Lori J. Ryerkerk For For Management 1k Elect Director Gerald B. Smith For For Management 1l Elect Director Dorothy C. Thompson For For Management 2 Approve Omnibus Stock Plan For For Management 3 Approve Ernst & Young LLP as Auditors For For Management and Authorize Board to Fix Their Remuneration 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 5 Authorize Issue of Equity with For For Management Pre-emptive Rights 6 Authorize Issue of Equity without For For Management Pre-emptive Rights 7 Authorize Share Repurchase of Issued For For Management Share Capital -------------------------------------------------------------------------------- EMBRAER SA Ticker: EMBR3 Security ID: 29082A107 Meeting Date: APR 29, 2020 Meeting Type: Annual/Special Record Date: MAR 23, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports for Fiscal Year Ended Dec. 31, 2019 2 Approve Treatment of Net Loss For For Management 3 Elect Fiscal Council Members For For Management 4 Approve Remuneration of Company's For For Management Management 5 Approve Remuneration of Fiscal Council For For Management Members 1 Amend Articles For For Management 2 Amend Articles Re: Indemnity Provision For For Management 3 Consolidate Bylaws For For Management 4 Approve Long-Term Incentive Plan For For Management -------------------------------------------------------------------------------- EQUITABLE HOLDINGS, INC. Ticker: EQH Security ID: 29452E101 Meeting Date: MAY 20, 2020 Meeting Type: Annual Record Date: MAR 23, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Daniel G. Kaye For For Management 1.2 Elect Director Joan Lamm-Tennant For For Management 1.3 Elect Director Kristi A. Matus For For Management 1.4 Elect Director Ramon de Oliveira For For Management 1.5 Elect Director Mark Pearson For For Management 1.6 Elect Director Bertram L. Scott For For Management 1.7 Elect Director George Stansfield For For Management 1.8 Elect Director Charles G.T. Stonehill 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 Amend Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- FIFTH THIRD BANCORP Ticker: FITB Security ID: 316773100 Meeting Date: APR 14, 2020 Meeting Type: Annual Record Date: FEB 21, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Nicholas K. Akins For For Management 1.2 Elect Director B. Evan Bayh, III For For Management 1.3 Elect Director Jorge L. Benitez For For Management 1.4 Elect Director Katherine B. Blackburn For For Management 1.5 Elect Director Emerson L. Brumback For For Management 1.6 Elect Director Jerry W. Burris For For Management 1.7 Elect Director Greg D. Carmichael For For Management 1.8 Elect Director C. Bryan Daniels For For Management 1.9 Elect Director Thomas H. Harvey For For Management 1.10 Elect Director Gary R. Heminger For For Management 1.11 Elect Director Jewell D. Hoover For For Management 1.12 Elect Director Eileen A. Mallesch For For Management 1.13 Elect Director Michael B. McCallister For For Management 1.14 Elect Director Marsha C. Williams 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 -------------------------------------------------------------------------------- GENERAL ELECTRIC COMPANY Ticker: GE Security ID: 369604103 Meeting Date: MAY 05, 2020 Meeting Type: Annual Record Date: MAR 09, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Elect Director Sebastien Bazin For For Management 2 Elect Director Ashton Carter For For Management 3 Elect Director H. Lawrence Culp, Jr. For For Management 4 Elect Director Francisco D'Souza For For Management 5 Elect Director Edward Garden For For Management 6 Elect Director Thomas W. Horton For For Management 7 Elect Director Risa Lavizzo-Mourey For For Management 8 Elect Director Catherine Lesjak For For Management 9 Elect Director Paula Rosput Reynolds For For Management 10 Elect Director Leslie Seidman For For Management 11 Elect Director James Tisch For For Management 12 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 13 Ratify KPMG LLP as Auditors For For Management 14 Require Independent Board Chairman Against Against Shareholder -------------------------------------------------------------------------------- GENERAL MOTORS COMPANY Ticker: GM Security ID: 37045V100 Meeting Date: JUN 16, 2020 Meeting Type: Annual Record Date: APR 17, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Mary T. Barra For For Management 1b Elect Director Wesley G. Bush For For Management 1c Elect Director Linda R. Gooden For For Management 1d Elect Director Joseph Jimenez For For Management 1e Elect Director Jane L. Mendillo For For Management 1f Elect Director Judith A. Miscik For For Management 1g Elect Director Patricia F. Russo For For Management 1h Elect Director Thomas M. Schoewe For For Management 1i Elect Director Theodore M. Solso For For Management 1j Elect Director Carol M. Stephenson For For Management 1k Elect Director Devin N. Wenig 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 Ernst & Young LLP as Auditors For For Management 5 Approve Omnibus Stock Plan For For Management 6 Provide Right to Act by Written Consent Against Against Shareholder 7 Amend Proxy Access Right Against Against Shareholder 8 Report on Human Rights Policy Against Against Shareholder Implementation 9 Report on Lobbying Payments and Policy Against Against Shareholder -------------------------------------------------------------------------------- GLAXOSMITHKLINE PLC Ticker: GSK Security ID: 37733W105 Meeting Date: MAY 06, 2020 Meeting Type: Annual Record Date: MAR 16, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For For Management 3 Approve Remuneration Policy For For Management 4 Elect Sir Jonathan Symonds as Director For For Management 5 Elect Charles Bancroft as Director For For Management 6 Re-elect Emma Walmsley as Director For For Management 7 Re-elect Vindi Banga as Director For For Management 8 Re-elect Dr Hal Barron as Director For For Management 9 Re-elect Dr Vivienne Cox as Director For For Management 10 Re-elect Lynn Elsenhans as Director For For Management 11 Re-elect Dr Laurie Glimcher as Director For For Management 12 Re-elect Dr Jesse Goodman as Director For For Management 13 Re-elect Judy Lewent as Director For For Management 14 Re-elect Iain Mackay as Director For For Management 15 Re-elect Urs Rohner as Director For For Management 16 Reappoint Deloitte LLP as Auditors For For Management 17 Authorise the Audit & Risk Committee For For Management to Fix Remuneration of Auditors 18 Authorise EU Political Donations and For For Management Expenditure 19 Authorise Issue of Equity For For Management 20 Authorise Issue of Equity without For For Management Pre-emptive Rights 21 Authorise Issue of Equity without For For Management Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment 22 Authorise Market Purchase of Ordinary For For Management Shares 23 Approve the Exemption from Statement For For Management of the Name of the Senior Statutory Auditor in Published Copies of the Auditors' Reports 24 Authorise the Company to Call General For For Management Meeting with Two Weeks' Notice -------------------------------------------------------------------------------- HALLIBURTON COMPANY Ticker: HAL Security ID: 406216101 Meeting Date: MAY 19, 2020 Meeting Type: Annual Record Date: MAR 20, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Abdulaziz F. Al Khayyal For For Management 1b Elect Director William E. Albrecht For For Management 1c Elect Director M. Katherine Banks For For Management 1d Elect Director Alan M. Bennett For For Management 1e Elect Director Milton Carroll For For Management 1f Elect Director Nance K. Dicciani For For Management 1g Elect Director Murry S. Gerber For For Management 1h Elect Director Patricia Hemingway Hall For For Management 1i Elect Director Robert A. Malone For For Management 1j Elect Director Jeffrey A. Miller For For Management 2 Ratify KPMG LLP as Auditor For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Amend Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- HARLEY-DAVIDSON, INC. Ticker: HOG Security ID: 412822108 Meeting Date: MAY 21, 2020 Meeting Type: Annual Record Date: MAR 12, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Troy Alstead For For Management 1.2 Elect Director R. John Anderson For For Management 1.3 Elect Director Michael J. Cave For For Management 1.4 Elect Director Allan Golston For For Management 1.5 Elect Director Sara L. Levinson For For Management 1.6 Elect Director N. Thomas Linebarger For For Management 1.7 Elect Director Brian R. Niccol For For Management 1.8 Elect Director Maryrose T. Sylvester For For Management 1.9 Elect Director Jochen Zeitz For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Provide Proxy Access Right For For Management 4 Approve Omnibus Stock Plan For For Management 5 Ratify Ernst & Young LLP as Auditor For For Management -------------------------------------------------------------------------------- HCA HEALTHCARE, INC. Ticker: HCA Security ID: 40412C101 Meeting Date: MAY 01, 2020 Meeting Type: Annual Record Date: MAR 09, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Thomas F. Frist, III For For Management 1b Elect Director Samuel N. Hazen For For Management 1c Elect Director Meg G. Crofton For For Management 1d Elect Director Robert J. Dennis For For Management 1e Elect Director Nancy-Ann DeParle For For Management 1f Elect Director William R. Frist For For Management 1g Elect Director Charles O. Holliday, Jr. For For Management 1h Elect Director Michael W. Michelson For For Management 1i Elect Director Wayne J. Riley 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 Approve Omnibus Stock Plan For For Management 5 Provide Right to Call Special Meeting For For Management 6 Provide Right to Act by Written Consent Against Against Shareholder -------------------------------------------------------------------------------- HESS CORPORATION Ticker: HES Security ID: 42809H107 Meeting Date: JUN 03, 2020 Meeting Type: Annual Record Date: APR 09, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Terrence J. Checki For For Management 1b Elect Director Leonard S. Coleman, Jr. For For Management 1c Elect Director Joaquin Duato For For Management 1d Elect Director John B. Hess For For Management 1e Elect Director Edith E. Holiday For For Management 1f Elect Director Marc S. Lipschultz For For Management 1g Elect Director David McManus For For Management 1h Elect Director Kevin O. Meyers For For Management 1i Elect Director James H. Quigley For For Management 1j Elect Director William G. Schrader For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- HEWLETT PACKARD ENTERPRISE COMPANY Ticker: HPE Security ID: 42824C109 Meeting Date: APR 01, 2020 Meeting Type: Annual Record Date: FEB 03, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Daniel Ammann For For Management 1b Elect Director Pamela L. Carter For For Management 1c Elect Director Jean M. Hobby For For Management 1d Elect Director George R. Kurtz For For Management 1e Elect Director Raymond J. Lane For For Management 1f Elect Director Ann M. Livermore For For Management 1g Elect Director Antonio F. Neri For For Management 1h Elect Director Charles H. Noski For For Management 1i Elect Director Raymond E. Ozzie For For Management 1j Elect Director Gary M. Reiner For For Management 1k Elect Director Patricia F. Russo For For Management 1l Elect Director Lip-Bu Tan For For Management 1m Elect Director Mary Agnes Wilderotter 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 Require Shareholder Approval of Bylaw Against Against Shareholder Amendments Adopted by the Board of Directors -------------------------------------------------------------------------------- INTERNATIONAL PAPER COMPANY Ticker: IP Security ID: 460146103 Meeting Date: MAY 11, 2020 Meeting Type: Annual Record Date: MAR 12, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director William J. Burns For For Management 1b Elect Director Christopher M. Connor For For Management 1c Elect Director Ahmet C. Dorduncu For For Management 1d Elect Director Ilene S. Gordon For For Management 1e Elect Director Anders Gustafsson For For Management 1f Elect Director Jacqueline C. Hinman For For Management 1g Elect Director Clinton A. Lewis, Jr. For For Management 1h Elect Director Kathryn D. Sullivan For For Management 1i Elect Director Mark S. Sutton For For Management 1j Elect Director J. Steven Whisler For For Management 1k Elect Director Ray G. Young 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 Reduce Ownership Threshold for Against Against Shareholder Shareholders to Call Special Meeting -------------------------------------------------------------------------------- JOHNSON CONTROLS INTERNATIONAL PLC Ticker: JCI Security ID: G51502105 Meeting Date: MAR 04, 2020 Meeting Type: Annual Record Date: JAN 02, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Jean Blackwell For For Management 1b Elect Director Pierre Cohade For For Management 1c Elect Director Michael E. Daniels For For Management 1d Elect Director Juan Pablo del Valle For For Management Perochena 1e Elect Director W. Roy Dunbar For For Management 1f Elect Director Gretchen R. Haggerty For For Management 1g Elect Director Simone Menne For For Management 1h Elect Director George R. Oliver For For Management 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 1l Elect Director John D. Young 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 For Management Executive Officers' Compensation 6 Approve the Directors' Authority to For For Management Allot Shares 7 Approve the Disapplication of For For Management Statutory Pre-Emption Rights -------------------------------------------------------------------------------- KOSMOS ENERGY LTD. Ticker: KOS Security ID: 500688106 Meeting Date: JUN 10, 2020 Meeting Type: Annual Record Date: APR 13, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1A Elect Director Andrew G. Inglis For For Management 1B Elect Director Richard Dearlove For For Management 2 Approve Ernst & Young LLP as Auditors For For Management and Authorize Board to Fix Their Remuneration Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Approve Reverse Stock Split For For Management -------------------------------------------------------------------------------- MAGNA INTERNATIONAL INC. Ticker: MG Security ID: 559222401 Meeting Date: MAY 07, 2020 Meeting Type: Annual Record Date: MAR 20, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Scott B. Bonham For For Management 1.2 Elect Director Peter G. Bowie For For Management 1.3 Elect Director Mary S. Chan For For Management 1.4 Elect Director V. Peter Harder For For Management 1.5 Elect Director Kurt J. Lauk For For Management 1.6 Elect Director Robert F. MacLellan For For Management 1.7 Elect Director Cynthia A. Niekamp For For Management 1.8 Elect Director William A. Ruh For For Management 1.9 Elect Director Indira V. Samarasekera For For Management 1.10 Elect Director Donald J. Walker For For Management 1.11 Elect Director Lisa S. Westlake For For Management 1.12 Elect Director William L. Young For For Management 2 Approve Deloitte LLP as Auditors and For For Management Authorize Board to Fix Their Remuneration 3 Advisory Vote on Executive For For Management Compensation Approach -------------------------------------------------------------------------------- MARATHON OIL CORPORATION Ticker: MRO Security ID: 565849106 Meeting Date: MAY 27, 2020 Meeting Type: Annual Record Date: MAR 31, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Gregory H. Boyce For For Management 1b Elect Director Chadwick C. Deaton For For Management 1c Elect Director Marcela E. Donadio For For Management 1d Elect Director Jason B. Few For For Management 1e Elect Director Douglas L. Foshee For For Management 1f Elect Director M. Elise Hyland For For Management 1g Elect Director Lee M. Tillman For For Management 1h Elect Director J. Kent Wells For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- MARATHON PETROLEUM CORPORATION Ticker: MPC Security ID: 56585A102 Meeting Date: APR 29, 2020 Meeting Type: Annual Record Date: MAR 02, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Declassify the Board of Directors For For Management 2a Elect Director Steven A. Davis For For Management 2b Elect Director J. Michael Stice For For Management 2c Elect Director John P. Surma For For Management 2d Elect Director Susan Tomasky For For Management 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 5 Adopt Simple Majority Vote For For Shareholder 6 Report on Integrating Community Against Against Shareholder Impacts Into Executive Compensation Program -------------------------------------------------------------------------------- MONDELEZ INTERNATIONAL, INC. Ticker: MDLZ Security ID: 609207105 Meeting Date: MAY 13, 2020 Meeting Type: Annual Record Date: MAR 12, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Lewis W.K. Booth For For Management 1.2 Elect Director Charles E. Bunch For For Management 1.3 Elect Director Debra A. Crew For For Management 1.4 Elect Director Lois D. Juliber For For Management 1.5 Elect Director Peter W. May For For Management 1.6 Elect Director Jorge S. Mesquita For For Management 1.7 Elect Director Fredric G. Reynolds For For Management 1.8 Elect Director Christiana S. Shi For For Management 1.9 Elect Director Patrick T. Siewert For For Management 1.10 Elect Director Michael A. Todman For For Management 1.11 Elect Director Jean-Francois M. L. van For For Management Boxmeer 1.12 Elect Director Dirk Van de Put For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 4 Consider Pay Disparity Between Against Against Shareholder Executives and Other Employees -------------------------------------------------------------------------------- MORGAN STANLEY Ticker: MS Security ID: 617446448 Meeting Date: MAY 21, 2020 Meeting Type: Annual Record Date: MAR 23, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Elizabeth Corley For For Management 1b Elect Director Alistair Darling For For Management 1c Elect Director Thomas H. Glocer For For Management 1d Elect Director James P. Gorman For For Management 1e Elect Director Robert H. Herz For For Management 1f Elect Director Nobuyuki Hirano For For Management 1g Elect Director Stephen J. Luczo For For Management 1h Elect Director Jami Miscik For For Management 1i Elect Director Dennis M. Nally For For Management 1j Elect Director Takeshi Ogasawara For For Management 1k Elect Director Hutham S. Olayan For For Management 1l Elect Director Mary L. Schapiro For For Management 1m Elect Director Perry M. Traquina For For Management 1n Elect Director Rayford Wilkins, Jr. 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 -------------------------------------------------------------------------------- MURPHY OIL CORPORATION Ticker: MUR Security ID: 626717102 Meeting Date: MAY 13, 2020 Meeting Type: Annual Record Date: MAR 16, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director T. Jay Collins For For Management 1b Elect Director Steven A. Cosse For For Management 1c Elect Director Claiborne P. Deming For For Management 1d Elect Director Lawrence R. Dickerson For For Management 1e Elect Director Roger W. Jenkins For For Management 1f Elect Director Elisabeth W. Keller For For Management 1g Elect Director James V. Kelley For For Management 1h Elect Director Walentin Mirosh For For Management 1i Elect Director R. Madison Murphy For For Management 1j Elect Director Jeffrey W. Nolan For For Management 1k Elect Director Robert N. Ryan, Jr. For For Management 1l Elect Director Neal E. Schmale For For Management 1m Elect Director Laura A. Sugg For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Approve Omnibus Stock Plan For For Management 4 Ratify KPMG LLP as Auditor For For Management -------------------------------------------------------------------------------- NATIONAL OILWELL VARCO, INC. Ticker: NOV Security ID: 637071101 Meeting Date: MAY 20, 2020 Meeting Type: Annual Record Date: MAR 23, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1A Elect Director Clay C. Williams For For Management 1B Elect Director Greg L. Armstrong For For Management 1C Elect Director Marcela E. Donadio For For Management 1D Elect Director Ben A. Guill For For Management 1E Elect Director James T. Hackett For For Management 1F Elect Director David D. Harrison For For Management 1G Elect Director Eric L. Mattson For For Management 1H Elect Director Melody B. Meyer For For Management 1I Elect Director William R. Thomas 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 Amend Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- OMNICOM GROUP INC. Ticker: OMC Security ID: 681919106 Meeting Date: JUN 09, 2020 Meeting Type: Annual Record Date: APR 22, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director John D. Wren For For Management 1.2 Elect Director Mary C. Choksi For For Management 1.3 Elect Director Leonard S. Coleman, Jr. For For Management 1.4 Elect Director Susan S. Denison For For Management 1.5 Elect Director Ronnie S. Hawkins For For Management 1.6 Elect Director Deborah J. Kissire For For Management 1.7 Elect Director Gracia C. Martore For For Management 1.8 Elect Director Linda Johnson Rice For For Management 1.9 Elect Director Valerie M. Williams For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify KPMG LLP as Auditors For For Management 4 Amend Proxy Access Right Against Against Shareholder -------------------------------------------------------------------------------- PACCAR INC Ticker: PCAR Security ID: 693718108 Meeting Date: APR 21, 2020 Meeting Type: Annual Record Date: FEB 25, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Mark C. Pigott For For Management 1.2 Elect Director Dame Alison J. Carnwath For For Management 1.3 Elect Director Franklin L. Feder For For Management 1.4 Elect Director R. Preston Feight For For Management 1.5 Elect Director Beth E. Ford For For Management 1.6 Elect Director Kirk S. Hachigian For For Management 1.7 Elect Director Roderick C. McGeary For For Management 1.8 Elect Director John M. Pigott For For Management 1.9 Elect Director Mark A. Schulz For For Management 1.10 Elect Director Gregory M. E. Spierkel For For Management 1.11 Elect Director Charles R. Williamson For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Amend Certificate of Incorporation to For For Management Confirm Shareholders Right to Call Special Meetings 4 Provide Right to Act by Written Consent Against Against Shareholder -------------------------------------------------------------------------------- PPL CORPORATION Ticker: PPL Security ID: 69351T106 Meeting Date: MAY 13, 2020 Meeting Type: Annual Record Date: FEB 28, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director John W. Conway For For Management 1b Elect Director Steven G. Elliott For For Management 1c Elect Director Raja Rajamannar For For Management 1d Elect Director Craig A. Rogerson For For Management 1e Elect Director Vincent Sorgi For For Management 1f Elect Director William H. Spence For For Management 1g Elect Director Natica von Althann For For Management 1h Elect Director Keith H. Williamson For For Management 1i Elect Director Phoebe A. Wood For For Management 1j Elect Director Armando Zagalo de Lima 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 Require Independent Board Chairman Against Against Shareholder -------------------------------------------------------------------------------- ROYAL DUTCH SHELL PLC Ticker: RDSB Security ID: 780259206 Meeting Date: MAY 19, 2020 Meeting Type: Annual Record Date: APR 08, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Policy For For Management 3 Approve Remuneration Report For For Management 4 Elect Dick Boer as Director For For Management 5 Elect Andrew Mackenzie as Director For For Management 6 Elect Martina Hund-Mejean as Director For For Management 7 Re-elect Ben van Beurden as Director For For Management 8 Re-elect Neil Carson as Director For For Management 9 Re-elect Ann Godbehere as Director For For Management 10 Re-elect Euleen Goh as Director For For Management 11 Re-elect Charles Holliday as Director For For Management 12 Re-elect Catherine Hughes as Director For For Management 13 Re-elect Sir Nigel Sheinwald as For For Management Director 14 Re-elect Jessica Uhl as Director For For Management 15 Re-elect Gerrit Zalm as Director For For Management 16 Reappoint Ernst & Young LLP as Auditors For For Management 17 Authorise the Audit Committee to Fix For For Management Remuneration of Auditors 18 Authorise Issue of Equity For For Management 19 Authorise Issue of Equity without For For Management Pre-emptive Rights 20 Authorise Market Purchase of Ordinary For For Management Shares 21 Request Shell to Set and Publish Against Against Shareholder Targets for Greenhouse Gas (GHG) Emissions -------------------------------------------------------------------------------- SANOFI Ticker: SAN Security ID: 80105N105 Meeting Date: APR 28, 2020 Meeting Type: Annual Record Date: MAR 30, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Financial Statements and For For Management Statutory Reports 2 Approve Consolidated Financial For For Management Statements and Statutory Reports 3 Approve Treatment of Losses and For For Management Dividends of EUR 3.15 per Share 4 Approve Auditors' Special Report on For For Management Related-Party Transactions 5 Ratify Appointment of Paul Hudson as For For Management Director 6 Reelect Laurent Attal as Director For For Management 7 Reelect Carole Piwnica as Director For For Management 8 Reelect Diane Souza as Director For For Management 9 Reelect Thomas Sudhof as Director For For Management 10 Elect Rachel Duan as Director For For Management 11 Elect Lise Kingo as Director For For Management 12 Approve Remuneration of Directors in For For Management the Aggregate Amount of EUR 2 Million 13 Approve Remuneration Policy of For For Management Directors 14 Approve Remuneration Policy of For For Management Chairman of the Board 15 Approve Remuneration Policy of CEO For For Management 16 Approve Compensation Report of For For Management Corporate Officers 17 Approve Compensation of Serge For For Management Weinberg, Chairman of the Board 18 Approve Compensation of Paul Hudson, For For Management CEO Since Sept. 1, 2019 19 Approve Compensation of Olivier For For Management Brandicourt, CEO Until Aug. 31, 2019 20 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 21 Authorize Filing of Required For For Management Documents/Other Formalities -------------------------------------------------------------------------------- STATE STREET CORPORATION Ticker: STT Security ID: 857477103 Meeting Date: MAY 20, 2020 Meeting Type: Annual Record Date: MAR 11, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Patrick de Saint-Aignan For For Management 1b Elect Director Marie A. Chandoha For For Management 1c Elect Director Lynn A. Dugle For For Management 1d Elect Director Amelia C. Fawcett For For Management 1e Elect Director William C. Freda For For Management 1f Elect Director Sara Mathew For For Management 1g Elect Director William L. Meaney For For Management 1h Elect Director Ronald P. O'Hanley For For Management 1i Elect Director Sean O'Sullivan For For Management 1j Elect Director Richard P. Sergel For For Management 1k Elect Director Gregory L. Summe For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- TE CONNECTIVITY LTD. Ticker: TEL Security ID: H84989104 Meeting Date: MAR 11, 2020 Meeting Type: Annual Record Date: FEB 20, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Pierre R. Brondeau For For Management 1b Elect Director Terrence R. Curtin For For Management 1c Elect Director Carol A. ('John') For For Management Davidson 1d Elect Director Lynn A. Dugle For For Management 1e Elect Director William A. Jeffrey For For Management 1f Elect Director David M. Kerko For For Management 1g Elect Director Thomas J. Lynch For For Management 1h Elect Director Yong Nam For For Management 1i Elect Director Daniel J. Phelan For For Management 1j Elect Director Abhijit Y. Talwalkar For For Management 1k Elect Director Mark C. Trudeau For For Management 1l Elect Director Dawn C. Willoughby For For Management 1m Elect Director Laura H. Wright For For Management 2 Elect Board Chairman Thomas J. Lynch For For Management 3a Elect Daniel J. Phelan as Member of For For Management Management Development and Compensation Committee 3b Elect Abhijit Y. Talwalkar as Member For For Management of Management Development and Compensation Committee 3c Elect Mark C. Trudeau as Member of For For Management Management Development and Compensation Committee 3d Elect Dawn C. Willoughby as Member of For For Management Management Development and Compensation Committee 4 Designate Rene Schwarzenbach as For For Management Independent Proxy 5.1 Accept Annual Report for Fiscal Year For For Management Ended September 27, 2019 5.2 Accept Statutory Financial Statements For For Management for Fiscal Year Ended September 27, 2019 5.3 Approve Consolidated Financial For For Management Statements for Fiscal Year Ended September 27, 2019 6 Approve Discharge of Board and Senior For For Management Management 7.1 Ratify Deloitte & Touche LLP as For For Management Independent Registered Public Accounting Firm for Fiscal Year 2020 7.2 Ratify Deloitte AG as Swiss Registered For For Management Auditors 7.3 Ratify PricewaterhouseCoopers AG as For For Management Special Auditors 8 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 9 Approve the Increase in Maximum For For Management Aggregate Remuneration of Executive Management 10 Approve the Increase in Maximum For For Management Aggregate Remuneration of Board of Directors 11 Approve Allocation of Available For For Management Earnings at September 27, 2019 12 Approve Declaration of Dividend For For Management 13 Amend Articles of Association Re: For For Management Authorized Capital 14 Approve Reduction of Share Capital For For Management 15 Adjourn Meeting For For Management -------------------------------------------------------------------------------- TELEFONAKTIEBOLAGET LM ERICSSON Ticker: ERIC.B Security ID: 294821608 Meeting Date: MAR 31, 2020 Meeting Type: Annual Record Date: FEB 11, 2020 # Proposal Mgt Rec Vote Cast Sponsor A Indicate FOR if you are both the None Did Not Vote Management Record Holder and Beneficial Owner of the ADS or AGAINST if you are the Record Holder of such ADS Acting on Behalf of the Beneficial Owner 1 Elect Chairman of Meeting For Did Not Vote Management 2 Prepare and Approve List of None None Management Shareholders 3 Approve Agenda of Meeting None None Management 4 Acknowledge Proper Convening of Meeting None None Management 5 Designate Inspector(s) of Minutes of None None Management Meeting 6 Receive Financial Statements and None None Management Statutory Reports 7 Receive President's Report None None Management 8.1 Accept Financial Statements and For Did Not Vote Management Statutory Reports 8.2 Approve Discharge of Board and For Did Not Vote Management President 8.3 Approve Allocation of Income and For Did Not Vote Management Dividends of SEK 1.50 Per Share 9 Determine Number of Directors (10) and For Did Not Vote Management Deputy Directors (0) of Board 10 Approve Remuneration of Directors in For Did Not Vote Management the Amount of SEK 4.2 Million for Chairman and SEK 1.05 Million for Other Directors, Approve Remuneration for Committee Work 11.1 Reelect Jon Baksaas as Director For Did Not Vote Management 11.2 Reelect Jan Carlson as Director For Did Not Vote Management 11.3 Reelect Nora Denzel as Director For Did Not Vote Management 11.4 Reelect Borje Ekholm as Director For Did Not Vote Management 11.5 Reelect Eric A. Elzvik as Director For Did Not Vote Management 11.6 Reelect Kurt Jofs as Director For Did Not Vote Management 11.7 Reelect Ronnie Leten as Director For Did Not Vote Management 11.8 Reelect Kristin S. Rinne as Director For Did Not Vote Management 11.9 Reelect Helena Stjernholm as Director For Did Not Vote Management 11.10 Reelect Jacob Wallenberg as Director For Did Not Vote Management 12 Reelect Ronnie Leten as Board Chairman For Did Not Vote Management 13 Determine Number of Auditors (1) and For Did Not Vote Management Deputy Auditors (0) 14 Approve Remuneration of Auditors For Did Not Vote Management 15 Ratify Deloitte as Auditors For Did Not Vote Management 16 Approve Remuneration Policy And Other For Did Not Vote Management Terms of Employment For Executive Management 17.1 Approve Long-Term Variable For Did Not Vote Management Compensation Program 2020 (LTV 2020) 17.2 Approve Equity Plan Financing of LTV For Did Not Vote Management 2020 17.3 Approve Alternative Equity Plan For Did Not Vote Management Financing of LTV 2020 18 Approve Equity Plan Financing of LTV For Did Not Vote Management 2018 and 2019 19 Approve Equity Plan Financing of LTV For Did Not Vote Management 2016 and 2017 20.1 Eliminate Differentiated Voting Rights None Did Not Vote Shareholder 20.2 Amend Articles Re: Editorial Changes None Did Not Vote Shareholder 21.1 Instruct Board to Work for the Swedish None Did Not Vote Shareholder Companies Act to be Amended so the Possibility of Differentiation of Voting Rights is Abolished 21.2 Instruct Board to Prepare a Proposal None Did Not Vote Shareholder for Representation of Small and Medium-Sized Shareholders in the Board and Nomination Committee 22 Appoint Special Examination of the None Did Not Vote Shareholder Company's and the Auditors' Actions 23 Instruct the Board to Propose Equal None Did Not Vote Shareholder Voting Rights for All Shares on Annual Meeting 2021 24 Close Meeting None None Management -------------------------------------------------------------------------------- TERADATA CORPORATION Ticker: TDC Security ID: 88076W103 Meeting Date: MAY 05, 2020 Meeting Type: Annual Record Date: MAR 06, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Daniel R. Fishback For For Management 1b Elect Director David E. Kepler For For Management 1c Elect Director Kimberly K. Nelson For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- TEXAS INSTRUMENTS INCORPORATED Ticker: TXN Security ID: 882508104 Meeting Date: APR 23, 2020 Meeting Type: Annual Record Date: FEB 24, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Mark A. Blinn For For Management 1b Elect Director Todd M. Bluedorn For For Management 1c Elect Director Janet F. Clark For For Management 1d Elect Director Carrie S. Cox For For Management 1e Elect Director Martin S. Craighead For For Management 1f Elect Director Jean M. Hobby For For Management 1g Elect Director Michael D. Hsu For For Management 1h Elect Director Ronald Kirk For For Management 1i Elect Director Pamela H. Patsley For For Management 1j Elect Director Robert E. Sanchez For For Management 1k Elect Director Richard k. Templeton For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- THE BANK OF NEW YORK MELLON CORPORATION Ticker: BK Security ID: 064058100 Meeting Date: APR 15, 2020 Meeting Type: Annual Record Date: FEB 18, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Linda Z. Cook For For Management 1b Elect Director Joseph J. Echevarria For For Management 1c Elect Director Thomas P. "Todd" Gibbons For For Management 1d Elect Director Jeffrey A. Goldstein For For Management 1e Elect Director Edmund F. "Ted" Kelly For For Management 1f Elect Director Jennifer B. Morgan For For Management 1g Elect Director Elizabeth E. Robinson For For Management 1h Elect Director Samuel C. Scott, III For For Management 1i Elect Director Frederick O. Terrell For For Management 1j Elect Director Alfred W. "AI" Zollar For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify KPMG LLP as Auditors For For Management 4 Report on Gender Pay Gap Against Against Shareholder 5 Require Shareholder Approval of Bylaw Against Against Shareholder Amendments Adopted by the Board of Directors -------------------------------------------------------------------------------- THE GOLDMAN SACHS GROUP, INC. Ticker: GS Security ID: 38141G104 Meeting Date: APR 30, 2020 Meeting Type: Annual Record Date: MAR 02, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director M. Michele Burns For For Management 1b Elect Director Drew G. Faust For For Management 1c Elect Director Mark A. Flaherty For For Management 1d Elect Director Ellen J. Kullman For For Management 1e Elect Director Lakshmi N. Mittal For For Management 1f Elect Director Adebayo O. Ogunlesi For For Management 1g Elect Director Peter Oppenheimer For For Management 1h Elect Director David M. Solomon For For Management 1i Elect Director Jan E. Tighe For For Management 1j Elect Director David A. Viniar For For Management 1k Elect Director Mark O. Winkelman For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 4 Provide Right to Act by Written Consent Against Against Shareholder 5 Review of Statement on the Purpose of Against Against Shareholder a Corporation -------------------------------------------------------------------------------- THE GOODYEAR TIRE & RUBBER COMPANY Ticker: GT Security ID: 382550101 Meeting Date: APR 06, 2020 Meeting Type: Annual Record Date: FEB 11, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director James A. Firestone For For Management 1b Elect Director Werner Geissler For For Management 1c Elect Director Peter S. Hellman For For Management 1d Elect Director Laurette T. Koellner For For Management 1e Elect Director Richard J. Kramer For For Management 1f Elect Director W. Alan McCollough For For Management 1g Elect Director John E. McGlade For For Management 1h Elect Director Roderick A. Palmore For For Management 1i Elect Director Hera K. Siu For For Management 1j Elect Director Stephanie A. Streeter For For Management 1k Elect Director Michael R. Wessel For For Management 1l Elect Director Thomas L. Williams For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 4 Require Shareholder Approval of Bylaw Against Against Shareholder Amendments Adopted by the Board of Directors -------------------------------------------------------------------------------- THE INTERPUBLIC GROUP OF COMPANIES, INC. Ticker: IPG Security ID: 460690100 Meeting Date: MAY 21, 2020 Meeting Type: Annual Record Date: MAR 30, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jocelyn Carter-Miller For For Management 1.2 Elect Director Mary J. Steele Guilfoile For For Management 1.3 Elect Director Dawn Hudson For For Management 1.4 Elect Director Jonathan F. Miller For For Management 1.5 Elect Director Patrick Q. Moore For For Management 1.6 Elect Director Michael I. Roth For For Management 1.7 Elect Director Linda S. Sanford For For Management 1.8 Elect Director David M. Thomas For For Management 1.9 Elect Director E. Lee Wyatt, Jr. 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 Reduce Ownership Threshold for Against Against Shareholder Shareholders to Call Special Meeting -------------------------------------------------------------------------------- THE SOUTHERN COMPANY Ticker: SO Security ID: 842587107 Meeting Date: MAY 27, 2020 Meeting Type: Annual Record Date: MAR 30, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Janaki Akella For For Management 1b Elect Director Juanita Powell Baranco For For Management 1c Elect Director Jon A. Boscia For For Management 1d Elect Director Henry A. 'Hal' Clark, For For Management III 1e Elect Director Anthony F. 'Tony' For For Management Earley, Jr. 1f Elect Director Thomas A. Fanning For For Management 1g Elect Director David J. Grain For For Management 1h Elect Director Donald M. James For For Management 1i Elect Director John D. Johns For For Management 1j Elect Director Dale E. Klein For For Management 1k Elect Director Ernest J. Moniz For For Management 1l Elect Director William G. Smith, Jr. For For Management 1m Elect Director Steven R. Specker For For Management 1n Elect Director E. Jenner Wood, III 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 Require Independent Board Chair Against Against Shareholder 5 Report on Lobbying Payments and Policy Against Against Shareholder -------------------------------------------------------------------------------- THE TRAVELERS COMPANIES, INC. Ticker: TRV Security ID: 89417E109 Meeting Date: MAY 21, 2020 Meeting Type: Annual Record Date: MAR 24, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Alan L. Beller For For Management 1b Elect Director Janet M. Dolan For For Management 1c Elect Director Patricia L. Higgins For For Management 1d Elect Director William J. Kane For For Management 1e Elect Director Clarence Otis, Jr. For For Management 1f Elect Director Elizabeth E. Robinson For For Management 1g Elect Director Philip T. (Pete) For For Management Ruegger, III 1h Elect Director Todd C. Schermerhorn For For Management 1i Elect Director Alan D. Schnitzer For For Management 1j Elect Director Donald J. Shepard For For Management 1k Elect Director Laurie J. Thomsen For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- UNILEVER PLC Ticker: ULVR Security ID: 904767704 Meeting Date: APR 29, 2020 Meeting Type: Annual Record Date: MAR 04, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For For Management 3 Re-elect Nils Andersen as Director For For Management 4 Re-elect Laura Cha as Director For For Management 5 Re-elect Vittorio Colao as Director For For Management 6 Re-elect Dr Judith Hartmann as Director For For Management 7 Re-elect Alan Jope as Director For For Management 8 Re-elect Andrea Jung as Director For For Management 9 Re-elect Susan Kilsby as Director For For Management 10 Re-elect Strive Masiyiwa as Director For For Management 11 Re-elect Youngme Moon as Director For For Management 12 Re-elect Graeme Pitkethly as Director For For Management 13 Re-elect John Rishton as Director For For Management 14 Re-elect Feike Sijbesma as Director For For Management 15 Reappoint KPMG LLP as Auditors For For Management 16 Authorise Board to Fix Remuneration of For For Management Auditors 17 Authorise EU Political Donations and For For Management Expenditure 18 Authorise Issue of Equity For For Management 19 Authorise Issue of Equity without For For Management Pre-emptive Rights 20 Authorise Issue of Equity without For For Management Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment 21 Authorise Market Purchase of Ordinary For For Management Shares 22 Authorise the Company to Call General For For Management Meeting with Two Weeks' Notice -------------------------------------------------------------------------------- UNITEDHEALTH GROUP INCORPORATED Ticker: UNH Security ID: 91324P102 Meeting Date: JUN 01, 2020 Meeting Type: Annual Record Date: APR 07, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Richard T. Burke For For Management 1b Elect Director Timothy P. Flynn For For Management 1c Elect Director Stephen J. Hemsley For For Management 1d Elect Director Michele J. Hooper For For Management 1e Elect Director F. William McNabb, III For For Management 1f Elect Director Valerie C. Montgomery For For Management Rice 1g Elect Director John H. Noseworthy For For Management 1h Elect Director Glenn M. Renwick For For Management 1i Elect Director David S. Wichmann For For Management 1j Elect Director Gail R. Wilensky 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 Omnibus Stock Plan For For Management 5 Require Shareholder Approval of Bylaw Against Against Shareholder Amendments Adopted by the Board of Directors -------------------------------------------------------------------------------- WELLS FARGO & COMPANY Ticker: WFC Security ID: 949746101 Meeting Date: APR 28, 2020 Meeting Type: Annual Record Date: FEB 28, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Steven D. Black For For Management 1b Elect Director Celeste A. Clark For For Management 1c Elect Director Theodore F. Craver, Jr. For For Management 1d Elect Director Wayne M. Hewett For For Management 1e Elect Director Donald M. James For For Management 1f Elect Director Maria R. Morris For For Management 1g Elect Director Charles H. Noski For For Management 1h Elect Director Richard B. Payne, Jr. For For Management 1i Elect Director Juan A. Pujadas For For Management 1j Elect Director Ronald L. Sargent For For Management 1k Elect Director Charles W. Scharf For For Management 1l Elect Director Suzanne M. Vautrinot For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify KPMG LLP as Auditors For For Management 4 Require Shareholder Approval of Bylaw Against Against Shareholder Amendments Adopted by the Board of Directors 5 Report on Incentive-Based Compensation Against Against Shareholder and Risks of Material Losses 6 Report on Global Median Gender Pay Gap Against Against Shareholder -------------------------------------------------------------------------------- ZIMMER BIOMET HOLDINGS, INC. Ticker: ZBH Security ID: 98956P102 Meeting Date: MAY 08, 2020 Meeting Type: Annual Record Date: MAR 09, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Christopher B. Begley For For Management 1b Elect Director Betsy J. Bernard For For Management 1c Elect Director Gail K. Boudreaux For For Management 1d Elect Director Michael J. Farrell For For Management 1e Elect Director Larry C. Glasscock For For Management 1f Elect Director Robert A. Hagemann For For Management 1g Elect Director Bryan C. Hanson For For Management 1h Elect Director Arthur J. Higgins For For Management 1i Elect Director Maria Teresa Hilado For For Management 1j Elect Director Syed Jafry For For Management 1k Elect Director Michael W. Michelson For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation ============ VANGUARD VARIABLE INSURANCE FUND - DIVERSIFIED VALUE ============= ============ PORTFOLIO - LAZARD ============= Each investment advisor's votes cast are shown separately below. The votes reported reflect votes cast at the Fund's/advisor's discretion and exclude any votes cast pursuant to a regulatory requirement. There is no proxy voting activity for the fund, as the fund did not hold any votable positions during the reporting period. ========== END NPX REPORT 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. VANGUARD VARIABLE INSURANCE FUNDS By: /s/Mortimer J. Buckley Mortimer J. Buckley* Chief Executive Officer, President, and Trustee Date: August 27, 2020 *By: /s/Anne E. Robinson Anne E. Robinson, pursuant to a Power of Attorney filed on January 18, 2018, see File Number 33-32216. Incorporated by Reference.