N-PX 1 tm2121875d4_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: 811-05962 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, 2020 - JUNE 30, 2021 ******************************* FORM N-Px REPORT ******************************* ICA File Number: 81105962D Reporting Period: 07/01/2020 - 06/30/2021 VANGUARD VARIABLE INSURANCE FUNDS Each investment advisor's votes cast are shown separately below. Sections without an investment advisor listed reflect votes cast at the discretion of the Fund. The votes reported do not reflect any votes cast pursuant to a regulatory requirement. ============ VANGUARD VARIABLE INSURANCE FUND - DIVERSIFIED VALUE ============= ============ PORTFOLIO - HOTCHKIS & WILEY ============= ADIENT PLC Ticker: ADNT Security ID: G0084W101 Meeting Date: MAR 09, 2021 Meeting Type: Annual Record Date: JAN 13, 2021 # 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 Approve Omnibus Stock Plan For For Management 5 Authorise Issue of Equity For For Management 6 Authorise Issue of Equity without For For Management Pre-emptive Rights -------------------------------------------------------------------------------- ALPHABET INC. Ticker: GOOGL Security ID: 02079K305 Meeting Date: JUN 02, 2021 Meeting Type: Annual Record Date: APR 06, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Larry Page For Against Management 1b Elect Director Sergey Brin For Against Management 1c Elect Director Sundar Pichai For Against Management 1d Elect Director John L. Hennessy For Against Management 1e Elect Director Frances H. Arnold For Against Management 1f Elect Director L. John Doerr For Against Management 1g Elect Director Roger W. Ferguson, Jr. For Against Management 1h Elect Director Ann Mather For Against Management 1i Elect Director Alan R. Mulally For Against Management 1j Elect Director K. Ram Shriram For Against Management 1k Elect Director Robin L. Washington For Against Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Approve Omnibus Stock Plan For For Management 4 Approve Recapitalization Plan for all Against For Shareholder Stock to Have One-vote per Share 5 Require Independent Director Nominee Against Against Shareholder with Human and/or Civil Rights Experience 6 Assess Feasibility of Including Against Against Shareholder Sustainability as a Performance Measure for Senior Executive Compensation 7 Report on Takedown Requests Against Against Shareholder 8 Report on Whistleblower Policies and Against Against Shareholder Practices 9 Report on Charitable Contributions Against Against Shareholder 10 Report on Risks Related to Against Against Shareholder Anticompetitive Practices 11 Amend Certificate of Incorporation to Against Against Shareholder Become a Public Benefit Corporation -------------------------------------------------------------------------------- AMERICAN INTERNATIONAL GROUP, INC. Ticker: AIG Security ID: 026874784 Meeting Date: MAY 12, 2021 Meeting Type: Annual Record Date: MAR 17, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director James Cole, Jr. For For Management 1b Elect Director W. Don Cornwell For For Management 1c Elect Director Brian Duperreault For For Management 1d Elect Director John H. Fitzpatrick For For Management 1e Elect Director William G. Jurgensen For For Management 1f Elect Director Christopher S. Lynch 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 1m Elect Director Peter S. Zaffino 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 PricewaterhouseCoopers LLP as For For Management Auditors 5 Reduce Ownership Threshold for Against Against Shareholder Shareholders to Call Special Meeting -------------------------------------------------------------------------------- ANTHEM, INC. Ticker: ANTM Security ID: 036752103 Meeting Date: MAY 26, 2021 Meeting Type: Annual Record Date: MAR 22, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Lewis Hay, III For For Management 1.2 Elect Director Antonio F. Neri For For Management 1.3 Elect Director Ramiro G. Peru 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 -------------------------------------------------------------------------------- APA CORP. Ticker: APA Security ID: 03743Q108 Meeting Date: MAY 27, 2021 Meeting Type: Annual Record Date: MAR 29, 2021 # 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 John E. Lowe For For Management 6 Elect Director H. Lamar McKay 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 13 Amend Charter to Remove the For For Management Pass-Through Voting Provision -------------------------------------------------------------------------------- BAKER HUGHES COMPANY Ticker: BKR Security ID: 05722G100 Meeting Date: MAY 14, 2021 Meeting Type: Annual Record Date: MAR 18, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director W. Geoffrey Beattie For For Management 1.2 Elect Director Gregory D. Brenneman For For Management 1.3 Elect Director Cynthia B. Carroll For For Management 1.4 Elect Director Clarence P. Cazalot, Jr. For For Management 1.5 Elect Director Nelda J. Connors For For Management 1.6 Elect Director Gregory L. Ebel For For Management 1.7 Elect Director Lynn L. Elsenhans For For Management 1.8 Elect Director John G. Rice For For Management 1.9 Elect Director Lorenzo Simonelli 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 Nonqualified Employee Stock For For Management Purchase Plan 5 Approve Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- BANK OF AMERICA CORPORATION Ticker: BAC Security ID: 060505104 Meeting Date: APR 20, 2021 Meeting Type: Annual Record Date: MAR 01, 2021 # 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 Frank P. Bramble, Sr. For For Management 1d Elect Director Pierre J.P. de Weck For For Management 1e Elect Director Arnold W. Donald For For Management 1f Elect Director Linda P. Hudson For For Management 1g Elect Director Monica C. Lozano For For Management 1h Elect Director Thomas J. May For For Management 1i Elect Director Brian T. Moynihan For For Management 1j Elect Director Lionel L. Nowell, III For For Management 1k Elect Director Denise L. Ramos For For Management 1l Elect Director Clayton S. Rose For For Management 1m Elect Director Michael D. White For For Management 1n Elect Director Thomas D. Woods For For Management 1o Elect Director R. David Yost For For Management 1p 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 Omnibus Stock Plan For For Management 5 Amend Proxy Access Right Against Against Shareholder 6 Provide Right to Act by Written Consent Against Against Shareholder 7 Approve Change in Organizational Form Against Against Shareholder 8 Request on Racial Equity Audit Against Against Shareholder -------------------------------------------------------------------------------- BIOGEN INC. Ticker: BIIB Security ID: 09062X103 Meeting Date: JUN 02, 2021 Meeting Type: Annual Record Date: APR 09, 2021 # 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 Maria C. Freire For For Management 1d Elect Director William A. Hawkins For For Management 1e Elect Director William D. Jones For For Management 1f Elect Director Nancy L. Leaming For For Management 1g Elect Director Jesus B. Mantas For For Management 1h Elect Director Richard C. Mulligan For For Management 1i Elect Director Stelios Papadopoulos For For Management 1j Elect Director Brian S. Posner For For Management 1k Elect Director Eric K. Rowinsky For For Management 1l Elect Director Stephen A. Sherwin For For Management 1m 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 4 Amend Certificate of Incorporation to For For Management Add Federal Forum Selection Provision 5 Report on Lobbying Payments and Policy Against Against Shareholder 6 Report on Gender Pay Gap Against Against Shareholder -------------------------------------------------------------------------------- BOOKING HOLDINGS INC. Ticker: BKNG Security ID: 09857L108 Meeting Date: JUN 03, 2021 Meeting Type: Annual Record Date: APR 08, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Timothy M. Armstrong For For Management 1.2 Elect Director Glenn D. Fogel For For Management 1.3 Elect Director Mirian M. Graddick-Weir For For Management 1.4 Elect Director Wei Hopeman For For Management 1.5 Elect Director Robert J. Mylod, Jr. For For Management 1.6 Elect Director Charles H. Noski For For Management 1.7 Elect Director Nicholas J. Read For For Management 1.8 Elect Director Thomas E. Rothman For For Management 1.9 Elect Director Bob van Dijk For For Management 1.10 Elect Director Lynn M. Vojvodich For For Management 1.11 Elect Director Vanessa A. Wittman For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Amend Omnibus Stock Plan For For Management 4 Ratify Deloitte & Touche LLP as For For Management Auditors 5 Provide Right to Act by Written Consent For For Management 6 Provide Right to Act by Written Consent Against Against Shareholder 7 Report on Annual Climate Transition Against Against Shareholder 8 Annual Investor Advisory Vote on Against Against Shareholder Climate Plan -------------------------------------------------------------------------------- BOSTON SCIENTIFIC CORPORATION Ticker: BSX Security ID: 101137107 Meeting Date: MAY 06, 2021 Meeting Type: Annual Record Date: MAR 12, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Nelda J. Connors For For Management 1b Elect Director Charles J. Dockendorff For For Management 1c Elect Director Yoshiaki Fujimori For For Management 1d Elect Director Donna A. James For For Management 1e Elect Director Edward J. Ludwig For For Management 1f Elect Director Michael F. Mahoney For For Management 1g Elect Director David J. Roux For For Management 1h Elect Director John E. Sununu For For Management 1i Elect Director Ellen M. Zane 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 Report on Non-Management Employee Against Against Shareholder Representation on the Board of Directors -------------------------------------------------------------------------------- BRISTOL-MYERS SQUIBB COMPANY Ticker: BMY Security ID: 110122108 Meeting Date: MAY 04, 2021 Meeting Type: Annual Record Date: MAR 15, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1A Elect Director Peter J. Arduini For For Management 1B Elect Director Michael W. Bonney For For Management 1C Elect Director Giovanni Caforio For For Management 1D Elect Director Julia A. Haller For For Management 1E Elect Director Paula A. Price For For Management 1F Elect Director Derica W. Rice For For Management 1G Elect Director Theodore R. Samuels For For Management 1H Elect Director Gerald L. Storch For For Management 1I Elect Director Karen H. Vousden For For Management 1J Elect Director Phyllis R. Yale 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 Deloitte & Touche LLP as For For Management Auditors 5 Reduce Ownership Threshold for Special For For Management Shareholder Meetings to 15% 6 Require Independent Board Chair Against For Shareholder 7 Provide Right to Act by Written Consent Against For Shareholder 8 Reduce Ownership Threshold for Special Against For Shareholder Shareholder Meetings to 10% -------------------------------------------------------------------------------- CENTENE CORPORATION Ticker: CNC Security ID: 15135B101 Meeting Date: APR 27, 2021 Meeting Type: Annual Record Date: FEB 26, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Jessica L. Blume For For Management 1b Elect Director Frederick H. Eppinger For For Management 1c Elect Director David L. Steward For For Management 1d 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 Omnibus Stock Plan For Against Management 5 Eliminate Supermajority Vote For For Management Requirement 6 Declassify the Board of Directors For For Shareholder -------------------------------------------------------------------------------- CIT GROUP INC. Ticker: CIT Security ID: 125581801 Meeting Date: FEB 09, 2021 Meeting Type: Special Record Date: DEC 30, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve Merger Agreement For For Management 2 Advisory Vote on Golden Parachutes For For Management 3 Adjourn Meeting For For Management -------------------------------------------------------------------------------- CITIGROUP INC. Ticker: C Security ID: 172967424 Meeting Date: APR 27, 2021 Meeting Type: Annual Record Date: MAR 01, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Ellen M. Costello For For Management 1b Elect Director Grace E. Dailey For For Management 1c Elect Director Barbara J. Desoer For For Management 1d Elect Director John C. Dugan For For Management 1e Elect Director Jane N. Fraser 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 Require Independent Board Chair Against Against Shareholder 7 Adopt a Policy to Include Against Against Shareholder Non-Management Employees as Prospective Director Candidates 8 Report on Lobbying Payments and Policy Against Against Shareholder 9 Report on Racial Equity Audit Against Against Shareholder 10 Amend Certificate of Incorporation to Against Against Shareholder Become a Public Benefit Corporation -------------------------------------------------------------------------------- CITIZENS FINANCIAL GROUP, INC. Ticker: CFG Security ID: 174610105 Meeting Date: APR 22, 2021 Meeting Type: Annual Record Date: FEB 26, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Bruce Van Saun For For Management 1.2 Elect Director Lee Alexander For For Management 1.3 Elect Director Christine M. Cumming For For Management 1.4 Elect Director William P. Hankowsky 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 Christopher J. Swift For For Management 1.12 Elect Director Wendy A. Watson For For Management 1.13 Elect Director Marita Zuraitis For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Advisory Vote on Say on Pay Frequency One Year One Year Management 4 Ratify Deloitte & Touche LLP as For For Management Auditors -------------------------------------------------------------------------------- CNH INDUSTRIAL NV Ticker: CNHI Security ID: N20944109 Meeting Date: APR 15, 2021 Meeting Type: Annual Record Date: MAR 18, 2021 # 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 0.11 Per Share For For Management 2.d Approve Discharge of Directors For For Management 3 Approve Remuneration Report For For Management 4.a Reelect Suzanne Heywood as Executive For For Management Director 4.b Elect Scott W. Wine as Executive For For Management Director 4.c Reelect Howard W. Buffett as For For Management Non-Executive Director 4.d Reelect Tufan Erginbilgic as For For Management Non-Executive Director 4.e Reelect Leo W. Houle as Non-Executive For For Management Director 4.f Reelect John B. Lanaway as For For Management Non-Executive Director 4.g Reelect Alessandro Nasi as For For Management Non-Executive Director 4.h Reelect Lorenzo Simonelli as For For Management Non-Executive Director 4.i Reelect Vagn Sorensen as Non-Executive For For Management Director 5 Ratify Ernst & Young Accountants LLP For For Management as Auditors 6 Authorize Repurchase of Up to 10 For For Management Percent of Issued Common Shares 7 Close Meeting None None Management -------------------------------------------------------------------------------- COMCAST CORPORATION Ticker: CMCSA Security ID: 20030N101 Meeting Date: JUN 02, 2021 Meeting Type: Annual Record Date: APR 05, 2021 # 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 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Deloitte & Touche LLP as For For Management Auditors 4 Report on Risks Posed by the Failing Against Against Shareholder to Prevent Workplace Sexual Harassment -------------------------------------------------------------------------------- CORNING INCORPORATED Ticker: GLW Security ID: 219350105 Meeting Date: APR 29, 2021 Meeting Type: Annual Record Date: MAR 01, 2021 # 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 Roger W. Ferguson, Jr. For For Management 1g Elect Director Deborah A. Henretta For For Management 1h Elect Director Daniel P. Huttenlocher For For Management 1i Elect Director Kurt M. Landgraf For For Management 1j Elect Director Kevin J. Martin For For Management 1k Elect Director Deborah D. Rieman For For Management 1l Elect Director Hansel E. Tookes, II For For Management 1m Elect Director Wendell P. Weeks For For Management 1n 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 4 Approve Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- CUMMINS INC. Ticker: CMI Security ID: 231021106 Meeting Date: MAY 11, 2021 Meeting Type: Annual Record Date: MAR 08, 2021 # 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 Carla A. Harris For For Management 7 Elect Director Robert K. Herdman For For Management 8 Elect Director Alexis M. Herman For For Management 9 Elect Director Thomas J. Lynch For For Management 10 Elect Director William I. Miller For For Management 11 Elect Director Georgia R. Nelson For For Management 12 Elect Director Kimberly A. Nelson For For Management 13 Elect Director Karen H. Quintos For For Management 14 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 15 Ratify PricewaterhouseCoopers LLP as For For Management Auditor 16 Abolish Professional Services Allowance Against Against Shareholder -------------------------------------------------------------------------------- DISCOVER FINANCIAL SERVICES Ticker: DFS Security ID: 254709108 Meeting Date: MAY 05, 2021 Meeting Type: Annual Record Date: MAR 08, 2021 # 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 David L. Rawlinson, II For For Management 1.11 Elect Director Mark A. Thierer For For Management 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 -------------------------------------------------------------------------------- EQUITABLE HOLDINGS, INC. Ticker: EQH Security ID: 29452E101 Meeting Date: MAY 20, 2021 Meeting Type: Annual Record Date: MAR 23, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Francis A. Hondal For For Management 1b Elect Director Daniel G. Kaye For For Management 1c Elect Director Joan Lamm-Tennant For For Management 1d Elect Director Kristi A. Matus For For Management 1e Elect Director Ramon de Oliveira For For Management 1f Elect Director Mark Pearson For For Management 1g Elect Director Bertram L. Scott For For Management 1h Elect Director George Stansfield For For Management 1i 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 -------------------------------------------------------------------------------- F5 NETWORKS, INC. Ticker: FFIV Security ID: 315616102 Meeting Date: MAR 11, 2021 Meeting Type: Annual Record Date: JAN 06, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Sandra E. Bergeron For For Management 1b Elect Director Elizabeth L. Buse For For Management 1c Elect Director Michel Combes For For Management 1d Elect Director Michael L. Dreyer For For Management 1e Elect Director Alan J. Higginson For For Management 1f Elect Director Peter S. Klein For For Management 1g Elect Director Francois Locoh-Donou For For Management 1h Elect Director Nikhil Mehta For For Management 1i Elect Director Marie E. Myers For For Management 1j Elect Director Sripada Shivananda For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- FEDEX CORPORATION Ticker: FDX Security ID: 31428X106 Meeting Date: SEP 21, 2020 Meeting Type: Annual Record Date: JUL 27, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Marvin R. Ellison For For Management 1b Elect Director Susan Patricia Griffith For For Management 1c Elect Director John C. (Chris) Inglis For For Management 1d Elect Director Kimberly A. Jabal For For Management 1e Elect Director Shirley Ann Jackson For For Management 1f Elect Director R. Brad Martin For For Management 1g Elect Director Joshua Cooper Ramo For For Management 1h Elect Director Susan C. Schwab For For Management 1i Elect Director Frederick W. Smith For For Management 1j Elect Director David P. Steiner For For Management 1k Elect Director Rajesh Subramaniam For For Management 1l Elect Director Paul S. Walsh 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 Report on Lobbying Payments and Policy Against Against Shareholder 5 Report on Political Contributions Against Against Shareholder Disclosure 6 Report on Employee Representation on Against Against Shareholder the Board of Directors 7 Provide Right to Act by Written Consent Against Against Shareholder 8 Report on Integrating ESG Metrics Into Against Against Shareholder Executive Compensation Program -------------------------------------------------------------------------------- FIFTH THIRD BANCORP Ticker: FITB Security ID: 316773100 Meeting Date: APR 13, 2021 Meeting Type: Annual Record Date: FEB 19, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Nicholas K. Akins For For Management 1b Elect Director B. Evan Bayh, III For For Management 1c Elect Director Jorge L. Benitez For For Management 1d Elect Director Katherine B. Blackburn For For Management 1e Elect Director Emerson L. Brumback For For Management 1f Elect Director Greg D. Carmichael For For Management 1g Elect Director Linda W. Clement-Holmes For For Management 1h Elect Director C. Bryan Daniels For For Management 1i Elect Director Mitchell S. Feiger For For Management 1j Elect Director Thomas H. Harvey For For Management 1k Elect Director Gary R. Heminger For For Management 1l Elect Director Jewell D. Hoover For For Management 1m Elect Director Eileen A. Mallesch For For Management 1n Elect Director Michael B. McCallister For For Management 1o 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 5 Approve Omnibus Stock Plan For For Management 6 Eliminate Supermajority Vote For For Management Requirement 7 Eliminate Cumulative Voting For For Management -------------------------------------------------------------------------------- FLUOR CORPORATION Ticker: FLR Security ID: 343412102 Meeting Date: NOV 24, 2020 Meeting Type: Annual Record Date: SEP 28, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1A Elect Director Alan M. Bennett For For Management 1B Elect Director Rosemary T. Berkery For For Management 1C Elect Director Alan L. Boeckmann For For Management 1D Elect Director David E. Constable For For Management 1E Elect Director H. Paulett Eberhart For For Management 1F Elect Director Peter J. Fluor For For Management 1G Elect Director James T. Hackett For For Management 1H Elect Director Carlos M. Hernandez For For Management 1I Elect Director Thomas C. Leppert For For Management 1J Elect Director Teri P. McClure For For Management 1K Elect Director Armando J. Olivera For For Management 1L Elect Director Matthew K. Rose 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 Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- FLUOR CORPORATION Ticker: FLR Security ID: 343412102 Meeting Date: MAY 06, 2021 Meeting Type: Annual Record Date: MAR 08, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1A Elect Director Alan M. Bennett For For Management 1B Elect Director Rosemary T. Berkery For For Management 1C Elect Director Alan L. Boeckmann For For Management 1D Elect Director David E. Constable For For Management 1E Elect Director H. Paulett Eberhart For For Management 1F Elect Director James T. Hackett For For Management 1G Elect Director Thomas C. Leppert For For Management 1H Elect Director Teri P. McClure For For Management 1I Elect Director Armando J. Olivera For For Management 1J Elect Director Matthew K. Rose 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 -------------------------------------------------------------------------------- GENERAL ELECTRIC COMPANY Ticker: GE Security ID: 369604103 Meeting Date: MAY 04, 2021 Meeting Type: Annual Record Date: MAR 08, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Sebastien Bazin For For Management 1b Elect Director Ashton Carter For For Management 1c Elect Director H. Lawrence Culp, Jr. For For Management 1d Elect Director Francisco D'Souza For For Management 1e Elect Director Edward Garden For For Management 1f Elect Director Thomas Horton For For Management 1g Elect Director Risa Lavizzo-Mourey For For Management 1h Elect Director Catherine Lesjak For For Management 1i Elect Director Paula Rosput Reynolds For For Management 1j Elect Director Leslie Seidman For For Management 1k Elect Director James Tisch 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 Reverse Stock Split For For Management 5 Require More Director Nominations Than Against Against Shareholder Open Seats 6 Require Independent Board Chair Against Against Shareholder 7 Report on Meeting the Criteria of the For For Shareholder Net Zero Indicator -------------------------------------------------------------------------------- GENERAL MOTORS COMPANY Ticker: GM Security ID: 37045V100 Meeting Date: JUN 14, 2021 Meeting Type: Annual Record Date: APR 15, 2021 # 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 Carol M. Stephenson For For Management 1j Elect Director Mark A. Tatum For For Management 1k Elect Director Devin N. Wenig For For Management 1l Elect Director Margaret C. Whitman 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 Provide Right to Act by Written Consent Against Against Shareholder 5 Link Executive Pay to Social Criteria Against Against Shareholder -------------------------------------------------------------------------------- GLAXOSMITHKLINE PLC Ticker: GSK Security ID: 37733W105 Meeting Date: MAY 05, 2021 Meeting Type: Annual Record Date: MAR 18, 2021 # 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 Sir Jonathan Symonds as For For Management Director 4 Re-elect Dame Emma Walmsley as Director For For Management 5 Re-elect Charles Bancroft as Director For For Management 6 Re-elect Vindi Banga as Director For For Management 7 Re-elect Dr Hal Barron as Director For For Management 8 Re-elect Dr Vivienne Cox as Director For For Management 9 Re-elect Lynn Elsenhans as Director For For Management 10 Re-elect Dr Laurie Glimcher as Director For For Management 11 Re-elect Dr Jesse Goodman as Director For For Management 12 Re-elect Iain Mackay as Director For For Management 13 Re-elect Urs Rohner as Director For For Management 14 Reappoint Deloitte LLP as Auditors For For Management 15 Authorise Board to Fix Remuneration of For For Management Auditors 16 Authorise UK Political Donations and For For Management Expenditure 17 Authorise Issue of Equity For For Management 18 Authorise Issue of Equity without For For Management Pre-emptive Rights 19 Authorise Issue of Equity without For For Management Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment 20 Authorise Market Purchase of Ordinary For For Management Shares 21 Approve the Exemption from Statement For For Management of the Name of the Senior Statutory Auditor in Published Copies of the Auditors' Reports 22 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, 2021 Meeting Type: Annual Record Date: MAR 22, 2021 # 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 Murry S. Gerber For For Management 1g Elect Director Patricia Hemingway Hall For For Management 1h Elect Director Robert A. Malone For For Management 1i Elect Director Jeffrey A. Miller For For Management 1j Elect Director Bhavesh V. (Bob) Patel 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 5 Amend Qualified Employee Stock For For Management Purchase Plan -------------------------------------------------------------------------------- HARLEY-DAVIDSON, INC. Ticker: HOG Security ID: 412822108 Meeting Date: MAY 20, 2021 Meeting Type: Annual Record Date: MAR 12, 2021 # 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 James D. Farley, Jr. For For Management 1.5 Elect Director Allan Golston For For Management 1.6 Elect Director Sara L. Levinson For For Management 1.7 Elect Director N. Thomas Linebarger 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 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- HESS CORPORATION Ticker: HES Security ID: 42809H107 Meeting Date: JUN 02, 2021 Meeting Type: Annual Record Date: APR 12, 2021 # 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 Karyn F. Ovelmen For For Management 1j Elect Director James H. Quigley For For Management 1k 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 4 Amend Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- HEWLETT PACKARD ENTERPRISE COMPANY Ticker: HPE Security ID: 42824C109 Meeting Date: APR 14, 2021 Meeting Type: Annual Record Date: FEB 16, 2021 # 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 Mary Agnes Wilderotter For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Approve Omnibus Stock Plan For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 5 Advisory Vote on Say on Pay Frequency One Year One Year Management -------------------------------------------------------------------------------- HUMANA INC. Ticker: HUM Security ID: 444859102 Meeting Date: APR 22, 2021 Meeting Type: Annual Record Date: FEB 22, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Kurt J. Hilzinger For For Management 1b Elect Director Raquel C. Bono For For Management 1c Elect Director Bruce D. Broussard For For Management 1d Elect Director Frank A. D'Amelio For For Management 1e Elect Director Wayne A. I. Frederick For For Management 1f Elect Director John W. Garratt For For Management 1g Elect Director David A. Jones, Jr. For For Management 1h Elect Director Karen W. Katz For For Management 1i Elect Director Marcy S. Klevorn For For Management 1j Elect Director William J. McDonald For For Management 1k Elect Director Jorge S. Mesquita For For Management 1l Elect Director James J. O'Brien For For Management 1m Elect Director Marissa T. Peterson For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- INTERNATIONAL PAPER COMPANY Ticker: IP Security ID: 460146103 Meeting Date: MAY 10, 2021 Meeting Type: Annual Record Date: MAR 11, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Christopher M. Connor For For Management 1b Elect Director Ahmet C. Dorduncu For For Management 1c Elect Director Ilene S. Gordon For For Management 1d Elect Director Anders Gustafsson For For Management 1e Elect Director Jacqueline C. Hinman For For Management 1f Elect Director Clinton A. Lewis, Jr. For For Management 1g Elect Director DG Macpherson For For Management 1h Elect Director Kathryn D. Sullivan For For Management 1i Elect Director Mark S. Sutton For For Management 1j Elect Director Anton V. Vincent 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 Request Action by Written Consent -------------------------------------------------------------------------------- MAGNA INTERNATIONAL INC. Ticker: MG Security ID: 559222401 Meeting Date: MAY 06, 2021 Meeting Type: Annual Record Date: MAR 19, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1A Elect Director Peter G. Bowie For For Management 1B Elect Director Mary S. Chan For For Management 1C Elect Director V. Peter Harder For For Management 1D Elect Director Seetarama S. Kotagiri For For Management 1E Elect Director Kurt J. Lauk For For Management 1F Elect Director Robert F. MacLellan For For Management 1G Elect Director Mary Lou Maher For For Management 1H Elect Director Cynthia A. Niekamp For For Management 1I Elect Director William A. Ruh For For Management 1J Elect Director Indira V. Samarasekera For For Management 1K Elect Director Lisa S. Westlake For For Management 1L Elect Director William L. Young For For Management 2 Approve Deloitte LLP as Auditors and For For Management Authorize the Audit Committee 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 26, 2021 Meeting Type: Annual Record Date: MAR 29, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Chadwick C. Deaton For For Management 1b Elect Director Marcela E. Donadio For For Management 1c Elect Director Jason B. Few For For Management 1d Elect Director M. Elise Hyland For For Management 1e Elect Director Holli C. Ladhani For For Management 1f Elect Director Brent J. Smolik 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 28, 2021 Meeting Type: Annual Record Date: MAR 02, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Abdulaziz F. Alkhayyal For For Management 1b Elect Director Jonathan Z. Cohen For For Management 1c Elect Director Michael J. Hennigan For For Management 1d Elect Director Frank M. Semple 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 Approve Omnibus Stock Plan For For Management 5 Eliminate Supermajority Vote For For Management Requirement 6 Declassify the Board of Directors For For Management 7 Limit Accelerated Vesting of Equity Against Against Shareholder Awards Upon a Change in Control -------------------------------------------------------------------------------- MEDTRONIC PLC Ticker: MDT Security ID: G5960L103 Meeting Date: DEC 11, 2020 Meeting Type: Annual Record Date: OCT 15, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Richard H. Anderson For For Management 1b Elect Director Craig Arnold For For Management 1c Elect Director Scott C. Donnelly For For Management 1d Elect Director Andrea J. Goldsmith For For Management 1e Elect Director Randall J. Hogan, III For For Management 1f Elect Director Michael O. Leavitt For For Management 1g Elect Director James T. Lenehan For For Management 1h Elect Director Kevin E. Lofton For For Management 1i Elect Director Geoffrey S. Martha For For Management 1j Elect Director Elizabeth G. Nabel For For Management 1k Elect Director Denise M. O'Leary For For Management 1l Elect Director Kendall J. Powell 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 Renew the Board's Authority to Issue For For Management Shares Under Irish Law 5 Renew the Board's Authority to Opt-Out For For Management of Statutory Pre-Emptions Rights Under Irish Law 6 Authorize Overseas Market Purchases of For For Management Ordinary Shares -------------------------------------------------------------------------------- MICROSOFT CORPORATION Ticker: MSFT Security ID: 594918104 Meeting Date: DEC 02, 2020 Meeting Type: Annual Record Date: OCT 08, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Reid G. Hoffman For For Management 1.2 Elect Director Hugh F. Johnston For For Management 1.3 Elect Director Teri L. List-Stoll For For Management 1.4 Elect Director Satya Nadella For For Management 1.5 Elect Director Sandra E. Peterson For For Management 1.6 Elect Director Penny S. Pritzker For For Management 1.7 Elect Director Charles W. Scharf For For Management 1.8 Elect Director Arne M. Sorenson For For Management 1.9 Elect Director John W. Stanton For For Management 1.10 Elect Director John W. Thompson For For Management 1.11 Elect Director Emma N. Walmsley For For Management 1.12 Elect Director Padmasree Warrior For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Deloitte & Touche LLP as For For Management Auditors 4 Report on Employee Representation on Against Against Shareholder the Board of Directors -------------------------------------------------------------------------------- MONDELEZ INTERNATIONAL, INC. Ticker: MDLZ Security ID: 609207105 Meeting Date: MAY 19, 2021 Meeting Type: Annual Record Date: MAR 12, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Lewis W.K. Booth For For Management 1b Elect Director Charles E. Bunch For For Management 1c Elect Director Lois D. Juliber For For Management 1d Elect Director Peter W. May For For Management 1e Elect Director Jorge S. Mesquita For For Management 1f Elect Director Jane Hamilton Nielsen For For Management 1g Elect Director Fredric G. Reynolds For For Management 1h Elect Director Christiana S. Shi For For Management 1i Elect Director Patrick T. Siewert For For Management 1j Elect Director Michael A. Todman For For Management 1k Elect Director Jean-Francois M. L. van For For Management Boxmeer 1l 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 20, 2021 Meeting Type: Annual Record Date: MAR 22, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Elizabeth Corley For Do Not Vote Management 1b Elect Director Alistair Darling For Do Not Vote Management 1c Elect Director Thomas H. Glocer For Do Not Vote Management 1d Elect Director James P. Gorman For Do Not Vote Management 1e Elect Director Robert H. Herz For Do Not Vote Management 1f Elect Director Nobuyuki Hirano For Do Not Vote Management 1g Elect Director Hironori Kamezawa For Do Not Vote Management 1h Elect Director Shelley B. Leibowitz For Do Not Vote Management 1i Elect Director Stephen J. Luczo For Do Not Vote Management 1j Elect Director Jami Miscik For Do Not Vote Management 1k Elect Director Dennis M. Nally For Do Not Vote Management 1l Elect Director Mary L. Schapiro For Do Not Vote Management 1m Elect Director Perry M. Traquina For Do Not Vote Management 1n Elect Director Rayford Wilkins, Jr. For Do Not Vote Management 2 Ratify Deloitte & Touche LLP as For Do Not Vote Management Auditors 3 Advisory Vote to Ratify Named For Do Not Vote Management Executive Officers' Compensation 4 Amend Omnibus Stock Plan For Do Not Vote Management -------------------------------------------------------------------------------- MURPHY OIL CORPORATION Ticker: MUR Security ID: 626717102 Meeting Date: MAY 12, 2021 Meeting Type: Annual Record Date: MAR 15, 2021 # 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 R. Madison Murphy For For Management 1i Elect Director Jeffrey W. Nolan For For Management 1j Elect Director Robert N. Ryan, Jr. For For Management 1k Elect Director Neal E. Schmale For For Management 1l Elect Director Laura A. Sugg For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Approve Non-Employee Director Omnibus For For Management Stock Plan 4 Ratify KPMG LLP as Auditor For For Management -------------------------------------------------------------------------------- NOV INC. Ticker: NOV Security ID: 62955J103 Meeting Date: MAY 19, 2021 Meeting Type: Annual Record Date: MAR 22, 2021 # 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 -------------------------------------------------------------------------------- OMNICOM GROUP INC. Ticker: OMC Security ID: 681919106 Meeting Date: MAY 04, 2021 Meeting Type: Annual Record Date: MAR 15, 2021 # 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 Approve Omnibus Stock Plan For For Management 5 Report on Political Contributions and Against Against Shareholder Expenditures -------------------------------------------------------------------------------- ORACLE CORPORATION Ticker: ORCL Security ID: 68389X105 Meeting Date: NOV 04, 2020 Meeting Type: Annual Record Date: SEP 08, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Jeffrey S. Berg For For Management 1.2 Elect Director Michael J. Boskin For For Management 1.3 Elect Director Safra A. Catz For For Management 1.4 Elect Director Bruce R. Chizen For For Management 1.5 Elect Director George H. Conrades For For Management 1.6 Elect Director Lawrence J. Ellison For For Management 1.7 Elect Director Rona A. Fairhead For For Management 1.8 Elect Director Jeffrey O. Henley For For Management 1.9 Elect Director Renee J. James For For Management 1.10 Elect Director Charles W. Moorman, IV For For Management 1.11 Elect Director Leon E. Panetta For For Management 1.12 Elect Director William G. Parrett For For Management 1.13 Elect Director Naomi O. Seligman For For Management 1.14 Elect Director Vishal Sikka 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 Ernst & Young LLP as Auditors For For Management 5 Report on Gender Pay Gap Against Against Shareholder 6 Require Independent Board Chair Against Against Shareholder -------------------------------------------------------------------------------- PACCAR INC Ticker: PCAR Security ID: 693718108 Meeting Date: APR 27, 2021 Meeting Type: Annual Record Date: MAR 02, 2021 # 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 Ganesh Ramaswamy For For Management 1.10 Elect Director Mark A. Schulz For For Management 1.11 Elect Director Gregory M. E. Spierkel For For Management 2 Adopt Simple Majority Vote Against Against Shareholder -------------------------------------------------------------------------------- PPL CORPORATION Ticker: PPL Security ID: 69351T106 Meeting Date: MAY 18, 2021 Meeting Type: Annual Record Date: FEB 26, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Arthur P. Beattie 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 Natica von Althann For For Management 1g Elect Director Keith H. Williamson For For Management 1h Elect Director Phoebe A. Wood For For Management 1i 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 -------------------------------------------------------------------------------- ROYAL DUTCH SHELL PLC Ticker: RDSA Security ID: 780259206 Meeting Date: MAY 18, 2021 Meeting Type: Annual Record Date: APR 06, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Approve Remuneration Report For For Management 3 Elect Jane Lute as Director For For Management 4 Re-elect Ben van Beurden as Director For For Management 5 Re-elect Dick Boer as Director For For Management 6 Re-elect Neil Carson as Director For For Management 7 Re-elect Ann Godbehere as Director For For Management 8 Re-elect Euleen Goh as Director For For Management 9 Re-elect Catherine Hughes as Director For For Management 10 Re-elect Martina Hund-Mejean as For For Management Director 11 Re-elect Sir Andrew Mackenzie as For For Management Director 12 Elect Abraham Schot as Director For For Management 13 Re-elect Jessica Uhl as Director For For Management 14 Re-elect Gerrit Zalm as Director For For Management 15 Reappoint Ernst & Young LLP as Auditors For For Management 16 Authorise the Audit Committee to Fix For For Management Remuneration of Auditors 17 Authorise Issue of Equity For For Management 18 Authorise Issue of Equity without For For Management Pre-emptive Rights 19 Authorise Market Purchase of Ordinary For For Management Shares 20 Approve the Shell Energy Transition For For Management Strategy 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 30, 2021 Meeting Type: Annual/Special Record Date: MAR 29, 2021 # 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 3.20 per Share 4 Ratify Appointment of Gilles Schnepp For For Management as Director 5 Reelect Fabienne Lecorvaisier as For For Management Director 6 Reelect Melanie Lee as Director For For Management 7 Elect Barbara Lavernos as Director For For Management 8 Approve Compensation Report of For For Management Corporate Officers 9 Approve Compensation of Serge For For Management Weinberg, Chairman of the Board 10 Approve Compensation of Paul Hudson, For For Management CEO 11 Approve Remuneration Policy of For For Management Directors 12 Approve Remuneration Policy of For For Management Chairman of the Board 13 Approve Remuneration Policy of CEO For For Management 14 Authorize Repurchase of Up to 10 For For Management Percent of Issued Share Capital 15 Authorize Decrease in Share Capital For For Management via Cancellation of Repurchased Shares 16 Authorize Issuance of Equity or For For Management Equity-Linked Securities with Preemptive Rights up to Aggregate Nominal Amount of EUR 997 Million 17 Authorize Issuance of Equity or For For Management Equity-Linked Securities without Preemptive Rights up to Aggregate Nominal Amount of EUR 240 Million 18 Approve Issuance of Equity or For For Management Equity-Linked Securities for Private Placements, up to Aggregate Nominal Amount of EUR 240 Million 19 Approve Issuance of Debt Securities For For Management Giving Access to New Shares of Subsidiaries and/or Debt Securities, up to Aggregate Amount of EUR 7 Billion 20 Authorize Board to Increase Capital in For For Management the Event of Additional Demand Related to Delegation Submitted to Shareholder Vote Above 21 Authorize Capital Increase of up to 10 For For Management Percent of Issued Capital for Contributions in Kind 22 Authorize Capitalization of Reserves For For Management of Up to EUR 500 Million for Bonus Issue or Increase in Par Value 23 Authorize Capital Issuances for Use in For For Management Employee Stock Purchase Plans 24 Authorize up to 5 Percent of Issued For For Management Capital for Use in Restricted Stock Plans 25 Amend Article 13 of Bylaws Re: Written For For Management Consultation 26 Amend Articles 14 and 17 of Bylaws Re: For For Management Board Powers and Censors 27 Authorize Filing of Required For For Management Documents/Other Formalities -------------------------------------------------------------------------------- SCHLUMBERGER N.V. Ticker: SLB Security ID: 806857108 Meeting Date: APR 07, 2021 Meeting Type: Annual Record Date: FEB 17, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Patrick de La For For Management Chevardiere 1.2 Elect Director Miguel M. Galuccio For For Management 1.3 Elect Director Olivier Le Peuch For For Management 1.4 Elect Director Tatiana A. Mitrova For For Management 1.5 Elect Director Maria Moraeus Hanssen For For Management 1.6 Elect Director Mark G. Papa For For Management 1.7 Elect Director Henri Seydoux For For Management 1.8 Elect Director Jeff W. Sheets For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Adopt and Approve Financials and For For Management Dividends 4 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 5 Amend Omnibus Stock Plan For For Management 6 Amend Qualified Employee Stock For For Management Purchase Plan 7 Amend Non-Employee Director Restricted For For Management Stock Plan -------------------------------------------------------------------------------- STATE STREET CORPORATION Ticker: STT Security ID: 857477103 Meeting Date: MAY 19, 2021 Meeting Type: Annual Record Date: MAR 22, 2021 # 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 Amelia C. Fawcett For For Management 1d Elect Director William C. Freda For For Management 1e Elect Director Sara Mathew For For Management 1f Elect Director William L. Meaney For For Management 1g Elect Director Ronald P. O'Hanley For For Management 1h Elect Director Sean O'Sullivan For For Management 1i Elect Director Julio A. Portalatin For For Management 1j Elect Director John B. Rhea For For Management 1k Elect Director Richard P. Sergel For For Management 1l 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 4 Report on Racial Equity Audit Against Against Shareholder -------------------------------------------------------------------------------- TE CONNECTIVITY LTD. Ticker: TEL Security ID: H84989104 Meeting Date: MAR 10, 2021 Meeting Type: Annual Record Date: FEB 18, 2021 # 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) Davidson For For Management 1d Elect Director Lynn A. Dugle For For Management 1e Elect Director William A. Jeffrey For For Management 1f Elect Director David M. Kerko None None Management *Withdrawn Resolution* 1g Elect Director Thomas J. Lynch For For Management 1h Elect Director Heath A. Mitts For For Management 1i Elect Director Yong Nam For For Management 1j Elect Director Daniel J. Phelan For For Management 1k Elect Director Abhijit Y. Talwalkar For For Management 1l Elect Director Mark C. Trudeau For For Management 1m Elect Director Dawn C. Willoughby For For Management 1n 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 25, 2020 5.2 Accept Statutory Financial Statements For For Management for Fiscal Year Ended September 25, 2020 5.3 Approve Consolidated Financial For For Management Statements for Fiscal Year Ended September 25, 2020 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 2021 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 Maximum Aggregate Remuneration For For Management of Board of Directors 11 Approve Allocation of Available For For Management Earnings at September 25, 2020 12 Approve Declaration of Dividend For For Management 13 Approve Reduction in Share Capital via For For Management Cancelation of Shares 14 Amend Non-Qualified Employee Stock For For Management Purchase Plan 15 Amend Omnibus Stock Plan For For Management 16 Adjourn Meeting For For Management -------------------------------------------------------------------------------- TELEFONAKTIEBOLAGET LM ERICSSON Ticker: ERIC.B Security ID: 294821608 Meeting Date: MAR 30, 2021 Meeting Type: Annual Record Date: FEB 11, 2021 # Proposal Mgt Rec Vote Cast Sponsor A Indicate FOR if you are both the None Do 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 Do Not Vote Management 2 Designate Inspector(s) of Minutes of For Do Not Vote Management Meeting 3 Prepare and Approve List of For Do Not Vote Management Shareholders 4 Approve Agenda of Meeting For Do Not Vote Management 5 Acknowledge Proper Convening of Meeting For Do Not Vote Management 6 Receive Financial Statements and None None Management Statutory Reports 7.1 Accept Financial Statements and For Do Not Vote Management Statutory Reports 7.2 Approve Remuneration Report For Do Not Vote Management 7.3a Approve Discharge of Board Chairman For Do Not Vote Management Ronnie Leten 7.3b Approve Discharge of Board Member For Do Not Vote Management Helena Stjernholm 7.3c Approve Discharge of Board Member For Do Not Vote Management Jacob Wallenberg 7.3d Approve Discharge of Board Member Jon For Do Not Vote Management Fredrik Baksaas 7.3e Approve Discharge of Board Member Jan For Do Not Vote Management Carlson 7.3f Approve Discharge of Board Member Nora For Do Not Vote Management Denzel 7.3g Approve Discharge of Board Member For Do Not Vote Management Borje Ekholm 7.3h Approve Discharge of Board Member Eric For Do Not Vote Management A. Elzvik 7.3i Approve Discharge of Board Member Kurt For Do Not Vote Management Jofs 7.3j Approve Discharge of Board Member For Do Not Vote Management Kristin S. Rinne 7.3k Approve Discharge of Employee For Do Not Vote Management Representative Torbjorn Nyman 7.3l Approve Discharge of Employee For Do Not Vote Management Representative Kjell-Ake Soting 7.3m Approve Discharge of Employee For Do Not Vote Management Representative Roger Svensson 7.3n Approve Discharge of Deputy Employee For Do Not Vote Management Representative Per Holmberg 7.3o Approve Discharge of Deputy Employee For Do Not Vote Management Representative Anders Ripa 7.3p Approve Discharge of Deputy Employee For Do Not Vote Management Representative Loredana Roslund 7.3q Approve Discharge of President Borje For Do Not Vote Management Ekholm 7.4 Approve Allocation of Income and For Do Not Vote Management Dividends of SEK 2 Per Share 8 Determine Number of Directors (10) and For Do Not Vote Management Deputy Directors (0) of Board 9 Approve Remuneration of Directors in For Do Not Vote Management the Amount of SEK 4.2 Million for Chairman and SEK 1.06 Million for Other Directors, Approve Remuneration for Committee Work 10.1 Reelect Jon Fredrik Baksaas as Director For Do Not Vote Management 10.2 Reelect Jan Carlson as Director For Do Not Vote Management 10.3 Reelect Nora Denzel as Director For Do Not Vote Management 10.4 Reelect Borje Ekholm as Director For Do Not Vote Management 10.5 Reelect Eric A. Elzvik as Director For Do Not Vote Management 10.6 Reelect Kurt Jofs as Director For Do Not Vote Management 10.7 Reelect Ronnie Leten as Director For Do Not Vote Management 10.8 Reelect Kristin S. Rinne as Director For Do Not Vote Management 10.9 Reelect Helena Stjernholm as Director For Do Not Vote Management 10.10 Reelect Jacob Wallenberg as Director For Do Not Vote Management 11 Reelect Ronnie Leten as Board Chair For Do Not Vote Management 12 Determine Number of Auditors (1) and For Do Not Vote Management Deputy Auditors (0) 13 Approve Remuneration of Auditors For Do Not Vote Management 14 Ratify Deloitte as Auditors For Do Not Vote Management 15 Amend Articles Re: Editorial Changes; For Do Not Vote Management Collecting of Proxies and Postal Voting; Participation at General Meetings 16.1 Approve Long-Term Variable For Do Not Vote Management Compensation Program 2021 (LTV 2021) 16.2 Approve Equity Plan Financing of LTV For Do Not Vote Management 2021 16.3 Approve Alternative Equity Plan For Do Not Vote Management Financing of LTV 2021, if Item 16.2 is Not Approved 17 Approve Equity Plan Financing of LTV For Do Not Vote Management 2020 18 Approve Equity Plan Financing of LTV For Do Not Vote Management 2018 and 2019 -------------------------------------------------------------------------------- TEXAS INSTRUMENTS INCORPORATED Ticker: TXN Security ID: 882508104 Meeting Date: APR 22, 2021 Meeting Type: Annual Record Date: FEB 22, 2021 # 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 4 Provide Right to Act by Written Consent Against Against Shareholder -------------------------------------------------------------------------------- THE BANK OF NEW YORK MELLON CORPORATION Ticker: BK Security ID: 064058100 Meeting Date: APR 13, 2021 Meeting Type: Annual Record Date: FEB 16, 2021 # 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 M. Amy Gilliland For For Management 1e Elect Director Jeffrey A. Goldstein For For Management 1f Elect Director K. Guru Gowrappan For For Management 1g Elect Director Ralph Izzo For For Management 1h Elect Director Edmund F. "Ted" Kelly For For Management 1i Elect Director Elizabeth E. Robinson For For Management 1j Elect Director Samuel C. Scott, III For For Management 1k Elect Director Frederick O. Terrell For For Management 1l 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 Reduce Ownership Threshold for Against Against Shareholder Shareholders to Request Action by Written Consent -------------------------------------------------------------------------------- THE GOLDMAN SACHS GROUP, INC. Ticker: GS Security ID: 38141G104 Meeting Date: APR 29, 2021 Meeting Type: Annual Record Date: MAR 01, 2021 # 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 Jessica R. Uhl For For Management 1k Elect Director David A. Viniar For For Management 1l Elect Director Mark O. Winkelman For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Amend Omnibus Stock Plan For For Management 4 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 5 Provide Right to Act by Written Consent Against Against Shareholder 6 Report on the Impacts of Using Against Against Shareholder Mandatory Arbitration 7 Amend Certificate of Incorporation to Against Against Shareholder Become a Public Benefit Corporation 8 Report on Racial Equity Audit Against Against Shareholder -------------------------------------------------------------------------------- THE GOODYEAR TIRE & RUBBER COMPANY Ticker: GT Security ID: 382550101 Meeting Date: APR 12, 2021 Meeting Type: Annual Record Date: FEB 16, 2021 # 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 Karla R. Lewis For For Management 1g Elect Director W. Alan McCollough For For Management 1h Elect Director John E. McGlade For For Management 1i Elect Director Roderick A. Palmore For For Management 1j Elect Director Hera K. Siu For For Management 1k Elect Director Stephanie A. Streeter For For Management 1l Elect Director Michael R. Wessel For For Management 1m 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 Reduce Ownership Threshold for Against Against Shareholder Shareholders to Call Special Meeting -------------------------------------------------------------------------------- THE HARTFORD FINANCIAL SERVICES GROUP, INC. Ticker: HIG Security ID: 416515104 Meeting Date: MAY 19, 2021 Meeting Type: Annual Record Date: MAR 22, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Robert B. Allardice, III For For Management 1b Elect Director Larry D. De Shon For For Management 1c Elect Director Carlos Dominguez For For Management 1d Elect Director Trevor Fetter For For Management 1e Elect Director Donna James For For Management 1f Elect Director Kathryn A. Mikells For For Management 1g Elect Director Michael G. Morris For For Management 1h Elect Director Teresa W. Roseborough For For Management 1i Elect Director Virginia P. Ruesterholz For For Management 1j Elect Director Christopher J. Swift For For Management 1k Elect Director Matthew E. Winter For For Management 1l Elect Director Greig Woodring 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 -------------------------------------------------------------------------------- THE INTERPUBLIC GROUP OF COMPANIES, INC. Ticker: IPG Security ID: 460690100 Meeting Date: MAY 27, 2021 Meeting Type: Annual Record Date: APR 01, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Joceyln 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 Philippe Krakowsky For For Management 1.5 Elect Director Jonathan F. Miller For For Management 1.6 Elect Director Patrick Q. Moore For For Management 1.7 Elect Director Michael I. Roth For For Management 1.8 Elect Director Linda S. Sanford For For Management 1.9 Elect Director David M. Thomas For For Management 1.10 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 PNC FINANCIAL SERVICES GROUP, INC. Ticker: PNC Security ID: 693475105 Meeting Date: APR 27, 2021 Meeting Type: Annual Record Date: JAN 29, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Joseph Alvarado For Do Not Vote Management 1b Elect Director Charles E. Bunch For Do Not Vote Management 1c Elect Director Debra A. Cafaro For Do Not Vote Management 1d Elect Director Marjorie Rodgers For Do Not Vote Management Cheshire 1e Elect Director David L. Cohen For Do Not Vote Management 1f Elect Director William S. Demchak For Do Not Vote Management 1g Elect Director Andrew T. Feldstein For Do Not Vote Management 1h Elect Director Richard J. Harshman For Do Not Vote Management 1i Elect Director Daniel R. Hesse For Do Not Vote Management 1j Elect Director Linda R. Medler For Do Not Vote Management 1k Elect Director Martin Pfinsgraff For Do Not Vote Management 1l Elect Director Toni Townes-Whitley For Do Not Vote Management 1m Elect Director Michael J. Ward For Do Not Vote Management 2 Ratify PricewaterhouseCoopers LLP as For Do Not Vote Management Auditors 3 Advisory Vote to Ratify Named For Do Not Vote Management Executive Officers' Compensation 4 Report on Risk Management and Nuclear Against Do Not Vote Shareholder Weapon Industry -------------------------------------------------------------------------------- THE SOUTHERN COMPANY Ticker: SO Security ID: 842587107 Meeting Date: MAY 26, 2021 Meeting Type: Annual Record Date: MAR 29, 2021 # 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 Henry A. Clark, III For For Management 1d Elect Director Anthony F. Earley, Jr. For For Management 1e Elect Director Thomas A. Fanning For For Management 1f Elect Director David J. Grain For For Management 1g Elect Director Colette D. Honorable 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 E. Jenner Wood, III 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 Deloitte & Touche LLP as For For Management Auditors 5 Reduce Supermajority Vote Requirement For For Management -------------------------------------------------------------------------------- THE TRAVELERS COMPANIES, INC. Ticker: TRV Security ID: 89417E109 Meeting Date: MAY 20, 2021 Meeting Type: Annual Record Date: MAR 23, 2021 # 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 Thomas B. Leonardi For For Management 1f Elect Director Clarence Otis, Jr. For For Management 1g Elect Director Elizabeth E. Robinson For For Management 1h Elect Director Philip T. (Pete) For For Management Ruegger, III 1i Elect Director Todd C. Schermerhorn For For Management 1j Elect Director Alan D. Schnitzer 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 4 Amend Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- UNILEVER PLC Ticker: ULVR Security ID: 904767704 Meeting Date: OCT 12, 2020 Meeting Type: Special Record Date: AUG 20, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Approve the Cross-Border Merger For For Management between Unilever PLC and Unilever N.V. 1 Approve Matters Relating to the For For Management Unification of the Unilever Group under a Single Parent Company -------------------------------------------------------------------------------- UNILEVER PLC Ticker: ULVR Security ID: 904767704 Meeting Date: MAY 05, 2021 Meeting Type: Annual Record Date: MAR 10, 2021 # 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 Approve Climate Transition Action Plan For For Management 5 Re-elect Nils Andersen as Director For For Management 6 Re-elect Laura Cha as Director For For Management 7 Re-elect Dr Judith Hartmann as Director For For Management 8 Re-elect Alan Jope as Director For For Management 9 Re-elect Andrea Jung as Director For For Management 10 Re-elect Susan Kilsby as Director For For Management 11 Re-elect Strive Masiyiwa as Director For For Management 12 Re-elect Youngme Moon as Director For For Management 13 Re-elect Graeme Pitkethly as Director For For Management 14 Re-elect John Rishton as Director For For Management 15 Re-elect Feike Sijbesma as Director For For Management 16 Reappoint KPMG LLP as Auditors For For Management 17 Authorise Board to Fix Remuneration of For For Management Auditors 18 Authorise UK Political Donations and For For Management Expenditure 19 Approve SHARES Plan For For Management 20 Authorise Issue of Equity For For Management 21 Authorise Issue of Equity without For For Management Pre-emptive Rights 22 Authorise Issue of Equity without For For Management Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment 23 Authorise Market Purchase of Ordinary For For Management Shares 24 Authorise the Company to Call General For For Management Meeting with Two Weeks' Notice 25 Adopt New Articles of Association For For Management 26 Approve Reduction of the Share Premium For For Management Account -------------------------------------------------------------------------------- UNITEDHEALTH GROUP INCORPORATED Ticker: UNH Security ID: 91324P102 Meeting Date: JUN 07, 2021 Meeting Type: Annual Record Date: APR 09, 2021 # 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 Gail R. Wilensky For For Management 1i Elect Director Andrew Witty For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Deloitte & Touche LLP as For For Management Auditors 4 Amend Qualified Employee Stock For For Management Purchase Plan 5 Reduce Ownership Threshold for Against Against Shareholder Shareholders to Call Special Meeting -------------------------------------------------------------------------------- VODAFONE GROUP PLC Ticker: VOD Security ID: 92857W308 Meeting Date: JUL 28, 2020 Meeting Type: Annual Record Date: MAY 29, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Accept Financial Statements and For For Management Statutory Reports 2 Elect Jean-Francois van Boxmeer as For For Management Director 3 Re-elect Gerard Kleisterlee as Director For For Management 4 Re-elect Nick Read as Director For For Management 5 Re-elect Margherita Della Valle as For For Management Director 6 Re-elect Sir Crispin Davis as Director For For Management 7 Re-elect Michel Demare as Director For For Management 8 Re-elect Dame Clara Furse as Director For For Management 9 Re-elect Valerie Gooding as Director For For Management 10 Re-elect Renee James as Director For For Management 11 Re-elect Maria Amparo Moraleda For For Management Martinez as Director 12 Re-elect Sanjiv Ahuja as Director For For Management 13 Re-elect David Thodey as Director For For Management 14 Re-elect David Nish as Director For For Management 15 Approve Final Dividend For For Management 16 Approve Remuneration Policy For For Management 17 Approve Remuneration Report For For Management 18 Reappoint Ernst & Young LLP as Auditors For For Management 19 Authorise the Audit and Risk Committee For For Management to Fix Remuneration of Auditors 20 Authorise Issue of Equity For For Management 21 Authorise Issue of Equity without For For Management Pre-emptive Rights 22 Authorise Issue of Equity without For For Management Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment 23 Authorise Market Purchase of Ordinary For For Management Shares 24 Authorise EU Political Donations and For For Management Expenditure 25 Authorise the Company to Call General For For Management Meeting with Two Weeks' Notice 26 Approve Share Incentive Plan For For Management -------------------------------------------------------------------------------- WELLS FARGO & COMPANY Ticker: WFC Security ID: 949746101 Meeting Date: APR 27, 2021 Meeting Type: Annual Record Date: FEB 26, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Steven D. Black For For Management 1b Elect Director Mark A. Chancy For For Management 1c Elect Director Celeste A. Clark For For Management 1d Elect Director Theodore F. Craver, Jr. For For Management 1e Elect Director Wayne M. Hewett 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 Amend Proxy Access Right Against Against Shareholder 5 Amend Certificate of Incorporation to Against Against Shareholder Become a Delaware Public Benefit Corporation 6 Report on Incentive-Based Compensation Against Against Shareholder and Risks of Material Losses 7 Report on Racial Equity Audit Against Against Shareholder -------------------------------------------------------------------------------- ZIMMER BIOMET HOLDINGS, INC. Ticker: ZBH Security ID: 98956P102 Meeting Date: MAY 14, 2021 Meeting Type: Annual Record Date: MAR 15, 2021 # 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 Michael J. Farrell For For Management 1d Elect Director Robert A. Hagemann For For Management 1e Elect Director Bryan C. Hanson For For Management 1f Elect Director Arthur J. Higgins For For Management 1g Elect Director Maria Teresa Hilado For For Management 1h Elect Director Syed Jafry For For Management 1i Elect Director Sreelakshmi Kolli For For Management 1j 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 4 Amend Omnibus Stock Plan For For Management 5 Amend Non-Employee Director Omnibus For For Management Stock Plan 6 Amend Deferred Compensation Plan For For Management 7 Provide Right to Call Special Meeting For For Management ============ VANGUARD VARIABLE INSURANCE FUND - DIVERSIFIED VALUE ============= ============ PORTFOLIO - LAZARD ============= ACCENTURE PLC Ticker: ACN Security ID: G1151C101 Meeting Date: FEB 03, 2021 Meeting Type: Annual Record Date: DEC 07, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Jaime Ardila For For Management 1b Elect Director Herbert Hainer For For Management 1c Elect Director Nancy McKinstry For For Management 1d Elect Director Beth E. Mooney For For Management 1e Elect Director Gilles C. Pelisson For For Management 1f Elect Director Paula A. Price For For Management 1g Elect Director Venkata (Murthy) For For Management Renduchintala 1h Elect Director David Rowland For For Management 1i Elect Director Arun Sarin For For Management 1j Elect Director Julie Sweet For For Management 1k Elect Director Frank K. Tang For For Management 1l Elect Director Tracey T. Travis For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Approve KPMG LLP as Auditors and For For Management Authorize Board to Fix Their Remuneration 4 Renew the Board's Authority to Issue For For Management Shares Under Irish Law 5 Authorize Board to Opt-Out of For For Management Statutory Pre-Emption Rights 6 Determine Price Range for Reissuance For For Management of Treasury Shares -------------------------------------------------------------------------------- ALPHABET INC. Ticker: GOOGL Security ID: 02079K305 Meeting Date: JUN 02, 2021 Meeting Type: Annual Record Date: APR 06, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Larry Page For For Management 1b Elect Director Sergey Brin For For Management 1c Elect Director Sundar Pichai For For Management 1d Elect Director John L. Hennessy For For Management 1e Elect Director Frances H. Arnold For For Management 1f Elect Director L. John Doerr For Against Management 1g Elect Director Roger W. Ferguson, Jr. For For Management 1h Elect Director Ann Mather For For Management 1i Elect Director Alan R. Mulally For For Management 1j Elect Director K. Ram Shriram For Against Management 1k Elect Director Robin L. Washington For Against Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Approve Omnibus Stock Plan For Against Management 4 Approve Recapitalization Plan for all Against For Shareholder Stock to Have One-vote per Share 5 Require Independent Director Nominee Against For Shareholder with Human and/or Civil Rights Experience 6 Assess Feasibility of Including Against For Shareholder Sustainability as a Performance Measure for Senior Executive Compensation 7 Report on Takedown Requests Against For Shareholder 8 Report on Whistleblower Policies and Against Against Shareholder Practices 9 Report on Charitable Contributions Against Against Shareholder 10 Report on Risks Related to Against For Shareholder Anticompetitive Practices 11 Amend Certificate of Incorporation to Against Against Shareholder Become a Public Benefit Corporation -------------------------------------------------------------------------------- AMERICAN EXPRESS COMPANY Ticker: AXP Security ID: 025816109 Meeting Date: MAY 04, 2021 Meeting Type: Annual Record Date: MAR 08, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Thomas J. Baltimore For For Management 1b Elect Director Charlene Barshefsky For For Management 1c Elect Director John J. Brennan For For Management 1d Elect Director Peter Chernin For For Management 1e Elect Director Ralph de la Vega For For Management 1f Elect Director Michael O. Leavitt For For Management 1g Elect Director Theodore J. Leonsis For For Management 1h Elect Director Karen L. Parkhill For For Management 1i Elect Director Charles E. Phillips For For Management 1j Elect Director Lynn A. Pike For For Management 1k Elect Director Stephen J. Squeri For For Management 1l Elect Director Daniel L. Vasella For For Management 1m Elect Director Lisa W. Wardell For For Management 1n Elect Director Ronald A. Williams For For Management 1o Elect Director Christopher D. Young 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 Provide Right to Act by Written Consent Against For Shareholder 5 Publish Annually a Report Assessing Against For Shareholder Diversity, Equity, and Inclusion Efforts -------------------------------------------------------------------------------- AMPHENOL CORPORATION Ticker: APH Security ID: 032095101 Meeting Date: MAY 19, 2021 Meeting Type: Annual Record Date: MAR 22, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Stanley L. Clark For For Management 1.2 Elect Director John D. Craig For For Management 1.3 Elect Director David P. Falck For For Management 1.4 Elect Director Edward G. Jepsen For For Management 1.5 Elect Director Rita S. Lane For For Management 1.6 Elect Director Robert A. Livingston For For Management 1.7 Elect Director Martin H. Loeffler For For Management 1.8 Elect Director R. Adam Norwitt For For Management 1.9 Elect Director Anne Clarke Wolff 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 Amend Stock Option Plan For For Management 5 Increase Authorized Common Stock For For Management 6 Amend Proxy Access Right Against For Shareholder -------------------------------------------------------------------------------- ANALOG DEVICES, INC. Ticker: ADI Security ID: 032654105 Meeting Date: OCT 08, 2020 Meeting Type: Special Record Date: AUG 31, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Issue Shares in Connection with For For Management Acquisition 2 Adjourn Meeting For Against Management -------------------------------------------------------------------------------- ANALOG DEVICES, INC. Ticker: ADI Security ID: 032654105 Meeting Date: MAR 10, 2021 Meeting Type: Annual Record Date: JAN 04, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Ray Stata For For Management 1b Elect Director Vincent Roche For For Management 1c Elect Director James A. Champy For For Management 1d Elect Director Anantha P. Chandrakasan For For Management 1e Elect Director Bruce R. Evans For For Management 1f Elect Director Edward H. Frank For For Management 1g Elect Director Laurie H. Glimcher For For Management 1h Elect Director Karen M. Golz For For Management 1i Elect Director Mark M. Little For For Management 1j Elect Director Kenton J. Sicchitano For For Management 1k Elect Director Susie Wee 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 -------------------------------------------------------------------------------- APPLE INC. Ticker: AAPL Security ID: 037833100 Meeting Date: FEB 23, 2021 Meeting Type: Annual Record Date: DEC 28, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director James Bell For For Management 1b Elect Director Tim Cook For For Management 1c Elect Director Al Gore For For Management 1d Elect Director Andrea Jung For For Management 1e Elect Director Art Levinson For For Management 1f Elect Director Monica Lozano For For Management 1g Elect Director Ron Sugar For For Management 1h Elect Director Sue Wagner For For Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Proxy Access Amendments Against For Shareholder 5 Improve Principles of Executive Against Against Shareholder Compensation Program -------------------------------------------------------------------------------- APPLIED MATERIALS, INC. Ticker: AMAT Security ID: 038222105 Meeting Date: MAR 11, 2021 Meeting Type: Annual Record Date: JAN 14, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Rani Borkar For For Management 1b Elect Director Judy Bruner For For Management 1c Elect Director Xun (Eric) Chen For For Management 1d Elect Director Aart J. de Geus For For Management 1e Elect Director Gary E. Dickerson For For Management 1f Elect Director Thomas J. Iannotti For For Management 1g Elect Director Alexander A. Karsner For For Management 1h Elect Director Adrianna C. Ma For For Management 1i Elect Director Yvonne McGill For For Management 1j Elect Director Scott A. McGregor 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 Omnibus Stock Plan For For Management 5 Amend Qualified Employee Stock For For Management Purchase Plan 6 Require Independent Board Chairman Against Against Shareholder 7 Improve Executive Compensation Program Against Against Shareholder and Policy -------------------------------------------------------------------------------- APTIV PLC Ticker: APTV Security ID: G6095L109 Meeting Date: APR 30, 2021 Meeting Type: Annual Record Date: MAR 02, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Kevin P. Clark For For Management 1b Elect Director Richard L. Clemmer For For Management 1c Elect Director Nancy E. Cooper For For Management 1d Elect Director Nicholas M. Donofrio For For Management 1e Elect Director Rajiv L. Gupta For For Management 1f Elect Director Joseph L. Hooley For For Management 1g Elect Director Merit E. Janow For For Management 1h Elect Director Sean O. Mahoney For For Management 1i Elect Director Paul M. Meister For For Management 1j Elect Director Robert K. Ortberg For For Management 1k Elect Director Colin J. Parris For For Management 1l Elect Director Ana G. Pinczuk For For Management 2 Approve Ernst & Young LLP as Auditors For For Management and Authorize Board to Fix Their Remuneration 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- AVERY DENNISON CORPORATION Ticker: AVY Security ID: 053611109 Meeting Date: APR 22, 2021 Meeting Type: Annual Record Date: FEB 22, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Bradley A. Alford For For Management 1b Elect Director Anthony K. Anderson For For Management 1c Elect Director Mark J. Barrenechea For For Management 1d Elect Director Mitchell R. Butier For For Management 1e Elect Director Ken C. Hicks For For Management 1f Elect Director Andres A. Lopez For For Management 1g Elect Director Patrick T. Siewert For For Management 1h Elect Director Julia A. Stewart For For Management 1i Elect Director Martha N. Sullivan For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- BANK OF AMERICA CORPORATION Ticker: BAC Security ID: 060505104 Meeting Date: APR 20, 2021 Meeting Type: Annual Record Date: MAR 01, 2021 # 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 Frank P. Bramble, Sr. For For Management 1d Elect Director Pierre J.P. de Weck For For Management 1e Elect Director Arnold W. Donald For For Management 1f Elect Director Linda P. Hudson For For Management 1g Elect Director Monica C. Lozano For For Management 1h Elect Director Thomas J. May For For Management 1i Elect Director Brian T. Moynihan For For Management 1j Elect Director Lionel L. Nowell, III For For Management 1k Elect Director Denise L. Ramos For For Management 1l Elect Director Clayton S. Rose For For Management 1m Elect Director Michael D. White For For Management 1n Elect Director Thomas D. Woods For For Management 1o Elect Director R. David Yost For For Management 1p 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 Omnibus Stock Plan For For Management 5 Amend Proxy Access Right Against For Shareholder 6 Provide Right to Act by Written Consent Against For Shareholder 7 Approve Change in Organizational Form Against Against Shareholder 8 Request on Racial Equity Audit Against Against Shareholder -------------------------------------------------------------------------------- BOSTON SCIENTIFIC CORPORATION Ticker: BSX Security ID: 101137107 Meeting Date: MAY 06, 2021 Meeting Type: Annual Record Date: MAR 12, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Nelda J. Connors For For Management 1b Elect Director Charles J. Dockendorff For For Management 1c Elect Director Yoshiaki Fujimori For For Management 1d Elect Director Donna A. James For For Management 1e Elect Director Edward J. Ludwig For For Management 1f Elect Director Michael F. Mahoney For For Management 1g Elect Director David J. Roux For For Management 1h Elect Director John E. Sununu For For Management 1i Elect Director Ellen M. Zane 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 Report on Non-Management Employee Against Against Shareholder Representation on the Board of Directors -------------------------------------------------------------------------------- CATERPILLAR INC. Ticker: CAT Security ID: 149123101 Meeting Date: JUN 09, 2021 Meeting Type: Annual Record Date: APR 12, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Kelly A. Ayotte For For Management 1.2 Elect Director David L. Calhoun For For Management 1.3 Elect Director Daniel M. Dickinson For For Management 1.4 Elect Director Gerald Johnson For For Management 1.5 Elect Director David W. MacLennan For For Management 1.6 Elect Director Debra L. Reed-Klages For For Management 1.7 Elect Director Edward B. Rust, Jr. For For Management 1.8 Elect Director Susan C. Schwab For For Management 1.9 Elect Director D. James Umpleby, III For For Management 1.10 Elect Director Miles D. White For For Management 1.11 Elect Director Rayford Wilkins, Jr. For For Management 2 Ratify PricewaterhouseCoopers as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Report on Climate Policy Against For Shareholder 5 Report on Diversity and Inclusion Against For Shareholder Efforts 6 Amend Certificate of Incorporate to Against Against Shareholder become Public Benefit Corporation 7 Provide Right to Act by Written Consent Against For Shareholder -------------------------------------------------------------------------------- CDW CORPORATION Ticker: CDW Security ID: 12514G108 Meeting Date: MAY 20, 2021 Meeting Type: Annual Record Date: MAR 24, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Virginia C. Addicott For For Management 1b Elect Director James A. Bell For For Management 1c Elect Director Lynda M. Clarizio For For Management 1d Elect Director Paul J. Finnegan For For Management 1e Elect Director Anthony R. Foxx For For Management 1f Elect Director Christine A. Leahy For For Management 1g Elect Director Sanjay Mehrotra For For Management 1h Elect Director David W. Nelms For For Management 1i Elect Director Joseph R. Swedish For For Management 1j Elect Director Donna F. Zarcone For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Ernst & Young LLP as Auditor For For Management 4 Eliminate Supermajority Vote For For Management Requirement 5 Amend Certificate of Incorporation to For For Management Eliminate Obsolete Competition and Corporate Opportunity Provision 6 Approve Omnibus Stock Plan For For Management 7 Amend Qualified Employee Stock For For Management Purchase Plan -------------------------------------------------------------------------------- CISCO SYSTEMS, INC. Ticker: CSCO Security ID: 17275R102 Meeting Date: DEC 10, 2020 Meeting Type: Annual Record Date: OCT 12, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director M. Michele Burns For For Management 1b Elect Director Wesley G. Bush For For Management 1c Elect Director Michael D. Capellas For For Management 1d Elect Director Mark Garrett For For Management 1e Elect Director Kristina M. Johnson For For Management 1f Elect Director Roderick C. McGeary For For Management 1g Elect Director Charles H. Robbins For For Management 1h Elect Director Arun Sarin - Withdrawn None None Management 1i Elect Director Brenton L. Saunders For For Management 1j Elect Director Lisa T. Su For For Management 2 Change State of Incorporation from For For Management California to Delaware 3 Amend Omnibus Stock Plan For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 5 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 6 Require Independent Board Chair Against For Shareholder -------------------------------------------------------------------------------- COMMERCE BANCSHARES, INC. Ticker: CBSH Security ID: 200525103 Meeting Date: APR 21, 2021 Meeting Type: Annual Record Date: FEB 16, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Terry D. Bassham For For Management 1.2 Elect Director John W. Kemper For For Management 1.3 Elect Director Jonathan M. Kemper For For Management 1.4 Elect Director Kimberly G. Walker For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- CONOCOPHILLIPS Ticker: COP Security ID: 20825C104 Meeting Date: JAN 15, 2021 Meeting Type: Special Record Date: DEC 11, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1 Issue Shares in Connection with Merger For For Management -------------------------------------------------------------------------------- CONOCOPHILLIPS Ticker: COP Security ID: 20825C104 Meeting Date: MAY 11, 2021 Meeting Type: Annual Record Date: MAR 15, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Charles E. Bunch For For Management 1b Elect Director Caroline Maury Devine For For Management 1c Elect Director John V. Faraci For For Management 1d Elect Director Jody Freeman For For Management 1e Elect Director Gay Huey Evans For For Management 1f Elect Director Jeffrey A. Joerres For For Management 1g Elect Director Ryan M. Lance For For Management 1h Elect Director Timothy A. Leach For For Management 1i Elect Director William H. McRaven For For Management 1j Elect Director Sharmila Mulligan For For Management 1k Elect Director Eric D. Mullins For For Management 1l Elect Director Arjun N. Murti For For Management 1m Elect Director Robert A. Niblock For For Management 1n Elect Director David T. Seaton For For Management 1o Elect Director R.A. Walker For For Management 2 Ratify Ernst & Young LLP as Auditor For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Adopt Simple Majority Vote For For Shareholder 5 Emission Reduction Targets Against For Shareholder -------------------------------------------------------------------------------- DANAHER CORPORATION Ticker: DHR Security ID: 235851102 Meeting Date: MAY 05, 2021 Meeting Type: Annual Record Date: MAR 08, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Rainer M. Blair For For Management 1b Elect Director Linda Hefner Filler For For Management 1c Elect Director Teri List For For Management 1d Elect Director Walter G. Lohr, Jr. For For Management 1e Elect Director Jessica L. Mega For For Management 1f Elect Director Mitchell P. Rales For For Management 1g Elect Director Steven M. Rales For For Management 1h Elect Director Pardis C. Sabeti For For Management 1i Elect Director John T. Schwieters For For Management 1j Elect Director Alan G. Spoon For For Management 1k Elect Director Raymond C. Stevens For For Management 1l Elect Director Elias A. Zerhouni 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 Reduce Ownership Threshold for Against For Shareholder Shareholders to Call Special Meeting -------------------------------------------------------------------------------- DOLLAR GENERAL CORPORATION Ticker: DG Security ID: 256677105 Meeting Date: MAY 26, 2021 Meeting Type: Annual Record Date: MAR 18, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Warren F. Bryant For For Management 1b Elect Director Michael M. Calbert For For Management 1c Elect Director Patricia D. Fili-Krushel For For Management 1d Elect Director Timothy I. McGuire For For Management 1e Elect Director William C. Rhodes, III For For Management 1f Elect Director Debra A. Sandler For For Management 1g Elect Director Ralph E. Santana For For Management 1h Elect Director Todd J. Vasos 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 Approve Omnibus Stock Plan For For Management 5 Provide Right to Call Special Meeting For For Management of the total of 25% of Outstanding Common Stock 6 Provide Right to Call A Special Against For Shareholder Meeting of the total of 10% of Outstanding Common Stock -------------------------------------------------------------------------------- DOLLAR TREE, INC. Ticker: DLTR Security ID: 256746108 Meeting Date: JUN 10, 2021 Meeting Type: Annual Record Date: APR 09, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Arnold S. Barron For Against Management 1b Elect Director Gregory M. Bridgeford For Against Management 1c Elect Director Thomas W. Dickson For Against Management 1d Elect Director Lemuel E. Lewis For Against Management 1e Elect Director Jeffrey G. Naylor For Against Management 1f Elect Director Winnie Y. Park For Against Management 1g Elect Director Bob Sasser For Against Management 1h Elect Director Stephanie P. Stahl For Against Management 1i Elect Director Carrie A. Wheeler For Against Management 1j Elect Director Thomas E. Whiddon For Against Management 1k Elect Director Michael A. Witynski For Against Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Ratify KPMG LLP as Auditors For For Management 4 Approve Omnibus Stock Plan For For Management -------------------------------------------------------------------------------- ELECTRONIC ARTS INC. Ticker: EA Security ID: 285512109 Meeting Date: AUG 06, 2020 Meeting Type: Annual Record Date: JUN 12, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Leonard S. Coleman For For Management 1b Elect Director Jay C. Hoag For For Management 1c Elect Director Jeffrey T. Huber For For Management 1d Elect Director Lawrence F. Probst, III For For Management 1e Elect Director Talbott Roche For For Management 1f Elect Director Richard A. Simonson For For Management 1g Elect Director Luis A. Ubinas For For Management 1h Elect Director Heidi J. Ueberroth For For Management 1i Elect Director Andrew Wilson For For Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Ratify KPMG LLP as Auditors For For Management 4 Provide Right to Act by Written Consent Against For Shareholder -------------------------------------------------------------------------------- FIDELITY NATIONAL INFORMATION SERVICES, INC. Ticker: FIS Security ID: 31620M106 Meeting Date: MAY 19, 2021 Meeting Type: Annual Record Date: MAR 25, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Ellen R. Alemany For For Management 1b Elect Director Jeffrey A. Goldstein For For Management 1c Elect Director Lisa A. Hook For For Management 1d Elect Director Keith W. Hughes For For Management 1e Elect Director Gary L. Lauer For For Management 1f Elect Director Gary A. Norcross For For Management 1g Elect Director Louise M. Parent For For Management 1h Elect Director Brian T. Shea For For Management 1i Elect Director James B. Stallings, Jr. For For Management 1j Elect Director Jeffrey E. Stiefler For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify KPMG LLP as Auditors For For Management -------------------------------------------------------------------------------- HONEYWELL INTERNATIONAL INC. Ticker: HON Security ID: 438516106 Meeting Date: MAY 21, 2021 Meeting Type: Annual Record Date: MAR 26, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1A Elect Director Darius Adamczyk For For Management 1B Elect Director Duncan B. Angove For For Management 1C Elect Director William S. Ayer For For Management 1D Elect Director Kevin Burke For For Management 1E Elect Director D. Scott Davis For For Management 1F Elect Director Deborah Flint For For Management 1G Elect Director Judd Gregg For For Management 1H Elect Director Grace D. Lieblein For For Management 1I Elect Director Raymond T. Odierno For For Management 1J Elect Director George Paz For For Management 1K Elect Director Robin L. Washington For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Deloitte & Touche LLP as Auditor For For Management 4 Provide Right to Act by Written Consent Against For Shareholder -------------------------------------------------------------------------------- HUMANA INC. Ticker: HUM Security ID: 444859102 Meeting Date: APR 22, 2021 Meeting Type: Annual Record Date: FEB 22, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Kurt J. Hilzinger For For Management 1b Elect Director Raquel C. Bono For For Management 1c Elect Director Bruce D. Broussard For For Management 1d Elect Director Frank A. D'Amelio For For Management 1e Elect Director Wayne A. I. Frederick For For Management 1f Elect Director John W. Garratt For For Management 1g Elect Director David A. Jones, Jr. For For Management 1h Elect Director Karen W. Katz For For Management 1i Elect Director Marcy S. Klevorn For For Management 1j Elect Director William J. McDonald For For Management 1k Elect Director Jorge S. Mesquita For For Management 1l Elect Director James J. O'Brien For For Management 1m Elect Director Marissa T. Peterson For For Management 2 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation -------------------------------------------------------------------------------- INTERCONTINENTAL EXCHANGE, INC. Ticker: ICE Security ID: 45866F104 Meeting Date: MAY 14, 2021 Meeting Type: Annual Record Date: MAR 16, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Sharon Y. Bowen For For Management 1b Elect Director Shantella E. Cooper For For Management 1c Elect Director Charles R. Crisp For For Management 1d Elect Director Duriya M. Farooqui For For Management 1e Elect Director The Right Hon. the Lord For For Management Hague of Richmond 1f Elect Director Mark F. Mulhern For For Management 1g Elect Director Thomas E. Noonan For For Management 1h Elect Director Frederic V. Salerno For For Management 1i Elect Director Caroline L. Silver For For Management 1j Elect Director Jeffrey C. Sprecher For For Management 1k Elect Director Judith A. Sprieser For For Management 1l Elect Director Vincent Tese 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 Adopt Simple Majority Vote Against For Shareholder -------------------------------------------------------------------------------- IQVIA HOLDINGS INC. Ticker: IQV Security ID: 46266C105 Meeting Date: APR 13, 2021 Meeting Type: Annual Record Date: FEB 12, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Ari Bousbib For For Management 1.2 Elect Director John M. Leonard For For Management 1.3 Elect Director Todd B. Sisitsky For For Management 2 Advisory Vote on Say on Pay Frequency None One Year Management 3a Eliminate Supermajority Vote For For Management Requirement to Amend Bylaws 3b Eliminate Supermajority Vote For For Management Requirement for Removal of Directors 4 Ratify PricewaterhouseCoopers LLP as For For Management Auditors -------------------------------------------------------------------------------- JOHNSON & JOHNSON Ticker: JNJ Security ID: 478160104 Meeting Date: APR 22, 2021 Meeting Type: Annual Record Date: FEB 23, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Mary C. Beckerle For For Management 1b Elect Director D. Scott Davis For For Management 1c Elect Director Ian E. L. Davis For For Management 1d Elect Director Jennifer A. Doudna For For Management 1e Elect Director Alex Gorsky For For Management 1f Elect Director Marillyn A. Hewson For For Management 1g Elect Director Hubert Joly For For Management 1h Elect Director Mark B. McClellan For For Management 1i Elect Director Anne M. Mulcahy For For Management 1j Elect Director Charles Prince For For Management 1k Elect Director A. Eugene Washington For For Management 1l Elect Director Mark A. Weinberger For For Management 1m Elect Director Nadja Y. West For For Management 1n Elect Director Ronald A. 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 Report on Government Financial Support Against Against Shareholder and Access to COVID-19 Vaccines and Therapeutics 5 Require Independent Board Chair Against For Shareholder 6 Report on Civil Rights Audit Against Against Shareholder 7 Adopt Policy on Bonus Banking Against For Shareholder -------------------------------------------------------------------------------- JPMORGAN CHASE & CO. Ticker: JPM Security ID: 46625H100 Meeting Date: MAY 18, 2021 Meeting Type: Annual Record Date: MAR 19, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Linda B. Bammann For For Management 1b Elect Director Stephen B. Burke For For Management 1c Elect Director Todd A. Combs For For Management 1d Elect Director James S. Crown For For Management 1e Elect Director James Dimon For For Management 1f Elect Director Timothy P. Flynn For For Management 1g Elect Director Mellody Hobson For For Management 1h Elect Director Michael A. Neal For For Management 1i Elect Director Phebe N. Novakovic For For Management 1j Elect Director Virginia M. Rometty For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Amend Omnibus Stock Plan For For Management 4 Ratify PricewaterhouseCoopers LLP as For For Management Auditors 5 Reduce Ownership Threshold for Against For Shareholder Shareholders to Request Action by Written Consent 6 Report on Racial Equity Audit Against Against Shareholder 7 Require Independent Board Chair Against Against Shareholder 8 Report on Congruency Political Against For Shareholder Analysis and Electioneering Expenditures -------------------------------------------------------------------------------- LABORATORY CORPORATION OF AMERICA HOLDINGS Ticker: LH Security ID: 50540R409 Meeting Date: MAY 12, 2021 Meeting Type: Annual Record Date: MAR 24, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Kerrii B. Anderson For For Management 1b Elect Director Jean-Luc Belingard For For Management 1c Elect Director Jeffrey A. Davis For For Management 1d Elect Director D. Gary Gilliland For For Management 1e Elect Director Garheng Kong For For Management 1f Elect Director Peter M. Neupert For For Management 1g Elect Director Richelle P. Parham For For Management 1h Elect Director Adam H. Schechter For For Management 1i Elect Director Kathryn E. Wengel For For Management 1j Elect Director R. Sanders Williams For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Deloitte & Touche LLP as For For Management Auditors 4 Amend Proxy Access Right Against Against Shareholder -------------------------------------------------------------------------------- LOWE'S COMPANIES, INC. Ticker: LOW Security ID: 548661107 Meeting Date: MAY 28, 2021 Meeting Type: Annual Record Date: MAR 22, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Raul Alvarez For For Management 1.2 Elect Director David H. Batchelder For For Management 1.3 Elect Director Angela F. Braly For For Management 1.4 Elect Director Sandra B. Cochran For For Management 1.5 Elect Director Laurie Z. Douglas For For Management 1.6 Elect Director Richard W. Dreiling For For Management 1.7 Elect Director Marvin R. Ellison For For Management 1.8 Elect Director Daniel J. Heinrich For For Management 1.9 Elect Director Brian C. Rogers For For Management 1.10 Elect Director Bertram L. Scott For For Management 1.11 Elect Director Mary Beth West For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Deloitte & Touche LLP as Auditor For For Management 4 Amend Proxy Access Right Against For Shareholder -------------------------------------------------------------------------------- MARAVAI LIFESCIENCES HOLDINGS, INC. Ticker: MRVI Security ID: 56600D107 Meeting Date: MAY 19, 2021 Meeting Type: Annual Record Date: MAR 22, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Carl Hull For For Management 1.2 Elect Director Benjamin Daverman For For Management 1.3 Elect Director Susannah Gray For For Management 1.4 Elect Director Constantine Mihas For For Management 2 Advisory Vote to Retain Classified For Against Management Board Structure 3 Advisory Vote to Retain Supermajority For Against Management Vote Requirement to Amend Certificate of Incorporation and Bylaws 4 Ratify Ernst & Young LLP as Auditors For For Management -------------------------------------------------------------------------------- MARSH & MCLENNAN COMPANIES, INC. Ticker: MMC Security ID: 571748102 Meeting Date: MAY 20, 2021 Meeting Type: Annual Record Date: MAR 22, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Anthony K. Anderson For For Management 1b Elect Director Oscar Fanjul For For Management 1c Elect Director Daniel S. Glaser For For Management 1d Elect Director H. Edward Hanway For For Management 1e Elect Director Deborah C. Hopkins For For Management 1f Elect Director Tamara Ingram For For Management 1g Elect Director Jane H. Lute For For Management 1h Elect Director Steven A. Mills For For Management 1i Elect Director Bruce P. Nolop For For Management 1j Elect Director Marc D. Oken For For Management 1k Elect Director Morton O. Schapiro For For Management 1l Elect Director Lloyd M. Yates For For Management 1m Elect Director R. David Yost For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Deloitte & Touche LLP as Auditor For For Management -------------------------------------------------------------------------------- MCDONALD'S CORPORATION Ticker: MCD Security ID: 580135101 Meeting Date: MAY 20, 2021 Meeting Type: Annual Record Date: MAR 22, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Lloyd Dean For For Management 1b Elect Director Robert Eckert For For Management 1c Elect Director Catherine Engelbert For For Management 1d Elect Director Margaret Georgiadis For For Management 1e Elect Director Enrique Hernandez, Jr. For For Management 1f Elect Director Christopher Kempczinski For For Management 1g Elect Director Richard Lenny For For Management 1h Elect Director John Mulligan For For Management 1i Elect Director Sheila Penrose For For Management 1j Elect Director John Rogers, Jr. For For Management 1k Elect Director Paul Walsh For For Management 1l Elect Director Miles White 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 Report on Sugar and Public Health Against Against Shareholder 5 Report on Antibiotics and Public Against Against Shareholder Health Costs 6 Provide Right to Act by Written Consent Against For Shareholder -------------------------------------------------------------------------------- MEDTRONIC PLC Ticker: MDT Security ID: G5960L103 Meeting Date: DEC 11, 2020 Meeting Type: Annual Record Date: OCT 15, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Richard H. Anderson For For Management 1b Elect Director Craig Arnold For For Management 1c Elect Director Scott C. Donnelly For For Management 1d Elect Director Andrea J. Goldsmith For For Management 1e Elect Director Randall J. Hogan, III For For Management 1f Elect Director Michael O. Leavitt For For Management 1g Elect Director James T. Lenehan For For Management 1h Elect Director Kevin E. Lofton For For Management 1i Elect Director Geoffrey S. Martha For For Management 1j Elect Director Elizabeth G. Nabel For For Management 1k Elect Director Denise M. O'Leary For For Management 1l Elect Director Kendall J. Powell 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 Renew the Board's Authority to Issue For For Management Shares Under Irish Law 5 Renew the Board's Authority to Opt-Out For For Management of Statutory Pre-Emptions Rights Under Irish Law 6 Authorize Overseas Market Purchases of For For Management Ordinary Shares -------------------------------------------------------------------------------- MICROSOFT CORPORATION Ticker: MSFT Security ID: 594918104 Meeting Date: DEC 02, 2020 Meeting Type: Annual Record Date: OCT 08, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Reid G. Hoffman For For Management 1.2 Elect Director Hugh F. Johnston For For Management 1.3 Elect Director Teri L. List-Stoll For For Management 1.4 Elect Director Satya Nadella For For Management 1.5 Elect Director Sandra E. Peterson For For Management 1.6 Elect Director Penny S. Pritzker For For Management 1.7 Elect Director Charles W. Scharf For For Management 1.8 Elect Director Arne M. Sorenson For For Management 1.9 Elect Director John W. Stanton For For Management 1.10 Elect Director John W. Thompson For For Management 1.11 Elect Director Emma N. Walmsley For For Management 1.12 Elect Director Padmasree Warrior For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Deloitte & Touche LLP as For For Management Auditors 4 Report on Employee Representation on Against Against Shareholder the Board of Directors -------------------------------------------------------------------------------- NORFOLK SOUTHERN CORPORATION Ticker: NSC Security ID: 655844108 Meeting Date: MAY 13, 2021 Meeting Type: Annual Record Date: MAR 05, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Thomas D. Bell, Jr. For For Management 1b Elect Director Mitchell E. Daniels, Jr. For For Management 1c Elect Director Marcela E. Donadio For For Management 1d Elect Director John C. Huffard, Jr. For For Management 1e Elect Director Christopher T. Jones For For Management 1f Elect Director Thomas C. Kelleher For For Management 1g Elect Director Steven F. Leer For For Management 1h Elect Director Michael D. Lockhart For For Management 1i Elect Director Amy E. Miles For For Management 1j Elect Director Claude Mongeau For For Management 1k Elect Director Jennifer F. Scanlon For For Management 1l Elect Director James A. Squires For For Management 1m Elect Director John R. Thompson For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Amend Proxy Access Right Against For Shareholder 5 Report on Corporate Climate Lobbying Against For Shareholder Aligned with Paris Agreement -------------------------------------------------------------------------------- PALO ALTO NETWORKS, INC. Ticker: PANW Security ID: 697435105 Meeting Date: DEC 09, 2020 Meeting Type: Annual Record Date: OCT 13, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Nikesh Arora For Withhold Management 1b Elect Director Carl Eschenbach For Withhold Management 1c Elect Director Lorraine Twohill For Withhold Management 2 Ratify Ernst & Young LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation -------------------------------------------------------------------------------- PEPSICO, INC. Ticker: PEP Security ID: 713448108 Meeting Date: MAY 05, 2021 Meeting Type: Annual Record Date: MAR 01, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Segun Agbaje For For Management 1b Elect Director Shona L. Brown For For Management 1c Elect Director Cesar Conde For For Management 1d Elect Director Ian Cook For For Management 1e Elect Director Dina Dublon For For Management 1f Elect Director Michelle Gass For For Management 1g Elect Director Ramon L. Laguarta For For Management 1h Elect Director Dave Lewis For For Management 1i Elect Director David C. Page For For Management 1j Elect Director Robert C. Pohlad For For Management 1k Elect Director Daniel Vasella For For Management 1l Elect Director Darren Walker For For Management 1m Elect Director Alberto Weisser For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Reduce Ownership Threshold for Against For Shareholder Shareholders to Call Special Meeting 5 Report on Sugar and Public Health Against Against Shareholder 6 Report on External Public Health Costs Against Against Shareholder -------------------------------------------------------------------------------- PROLOGIS, INC. Ticker: PLD Security ID: 74340W103 Meeting Date: APR 29, 2021 Meeting Type: Annual Record Date: MAR 08, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Hamid R. Moghadam For For Management 1b Elect Director Cristina G. Bita For For Management 1c Elect Director George L. Fotiades For For Management 1d Elect Director Lydia H. Kennard For For Management 1e Elect Director Irving F. Lyons, III For For Management 1f Elect Director Avid Modjtabai For For Management 1g Elect Director David P. O'Connor For For Management 1h Elect Director Olivier Piani For For Management 1i Elect Director Jeffrey L. Skelton For For Management 1j Elect Director Carl B. Webb For For Management 1k Elect Director William D. Zollars For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify KPMG LLP as Auditors For For Management -------------------------------------------------------------------------------- ROSS STORES, INC. Ticker: ROST Security ID: 778296103 Meeting Date: MAY 19, 2021 Meeting Type: Annual Record Date: MAR 23, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director K. Gunnar Bjorklund For For Management 1b Elect Director Michael J. Bush For For Management 1c Elect Director Sharon D. Garrett For For Management 1d Elect Director Michael J. Hartshorn For For Management 1e Elect Director Stephen D. Milligan For For Management 1f Elect Director Patricia H. Mueller For For Management 1g Elect Director George P. Orban For For Management 1h Elect Director Gregory L. Quesnel For For Management 1i Elect Director Larree M. Renda For For Management 1j Elect Director Barbara Rentler For For Management 1k Elect Director Doniel N. Sutton 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 Adopt Share Retention Policy For None None Shareholder Senior Executives *Withdrawn Resolution* -------------------------------------------------------------------------------- SALESFORCE.COM, INC. Ticker: CRM Security ID: 79466L302 Meeting Date: JUN 10, 2021 Meeting Type: Annual Record Date: APR 15, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Marc Benioff For For Management 1b Elect Director Craig Conway For For Management 1c Elect Director Parker Harris For For Management 1d Elect Director Alan Hassenfeld For For Management 1e Elect Director Neelie Kroes For For Management 1f Elect Director Colin Powell For For Management 1g Elect Director Sanford Robertson For For Management 1h Elect Director John V. Roos For For Management 1i Elect Director Robin Washington For For Management 1j Elect Director Maynard Webb For For Management 1k Elect Director Susan Wojcicki For For Management 2 Amend Omnibus Stock Plan For For Management 3 Ratify Ernst & Young LLP as Auditors For For Management 4 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 5 Amend Certificate of Incorporation to Against Against Shareholder Become a Public Benefit Corporation -------------------------------------------------------------------------------- STARBUCKS CORPORATION Ticker: SBUX Security ID: 855244109 Meeting Date: MAR 17, 2021 Meeting Type: Annual Record Date: JAN 08, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Richard E. Allison, Jr. For For Management 1b Elect Director Rosalind G. Brewer None None Management *Withdrawn Resolution* 1c Elect Director Andrew Campion For For Management 1d Elect Director Mary N. Dillon For For Management 1e Elect Director Isabel Ge Mahe For For Management 1f Elect Director Mellody Hobson For For Management 1g Elect Director Kevin R. Johnson For For Management 1h Elect Director Jorgen Vig Knudstorp For For Management 1i Elect Director Satya Nadella For For Management 1j Elect Director Joshua Cooper Ramo For For Management 1k Elect Director Clara Shih For For Management 1l Elect Director Javier G. Teruel For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Deloitte & Touche LLP as For For Management Auditors 4 Adopt a Policy to Include Against Against Shareholder Non-Management Employees as Prospective Director Candidates -------------------------------------------------------------------------------- TEXAS INSTRUMENTS INCORPORATED Ticker: TXN Security ID: 882508104 Meeting Date: APR 22, 2021 Meeting Type: Annual Record Date: FEB 22, 2021 # 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 4 Provide Right to Act by Written Consent Against For Shareholder -------------------------------------------------------------------------------- THE CHARLES SCHWAB CORPORATION Ticker: SCHW Security ID: 808513105 Meeting Date: MAY 13, 2021 Meeting Type: Annual Record Date: MAR 15, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Walter W. Bettinger, II For For Management 1b Elect Director Joan T. Dea For For Management 1c Elect Director Christopher V. Dodds For For Management 1d Elect Director Mark A. Goldfarb For Against Management 1e Elect Director Bharat B. Masrani For For Management 1f Elect Director Charles A. Ruffel For For Management 2 Ratify Deloitte & Touche LLP as For For Management Auditors 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Report on Lobbying Payments and Policy Against For Shareholder 5 Declassify the Board of Directors Against For Shareholder -------------------------------------------------------------------------------- THE COCA-COLA COMPANY Ticker: KO Security ID: 191216100 Meeting Date: APR 20, 2021 Meeting Type: Annual Record Date: FEB 19, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1.1 Elect Director Herbert A. Allen For For Management 1.2 Elect Director Marc Bolland For For Management 1.3 Elect Director Ana Botin For For Management 1.4 Elect Director Christopher C. Davis For For Management 1.5 Elect Director Barry Diller For For Management 1.6 Elect Director Helene D. Gayle For For Management 1.7 Elect Director Alexis M. Herman For For Management 1.8 Elect Director Robert A. Kotick For For Management 1.9 Elect Director Maria Elena Lagomasino For For Management 1.10 Elect Director James Quincey For For Management 1.11 Elect Director Caroline J. Tsay For For Management 1.12 Elect Director David B. Weinberg For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify Ernst & Young LLP as Auditor For For Management 4 Report on Sugar and Public Health Against Against Shareholder -------------------------------------------------------------------------------- THE HOME DEPOT, INC. Ticker: HD Security ID: 437076102 Meeting Date: MAY 20, 2021 Meeting Type: Annual Record Date: MAR 22, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Gerard J. Arpey For For Management 1b Elect Director Ari Bousbib For For Management 1c Elect Director Jeffery H. Boyd For For Management 1d Elect Director Gregory D. Brenneman For For Management 1e Elect Director J. Frank Brown For For Management 1f Elect Director Albert P. Carey For For Management 1g Elect Director Helena B. Foulkes For For Management 1h Elect Director Linda R. Gooden For For Management 1i Elect Director Wayne M. Hewett For For Management 1j Elect Director Manuel Kadre For For Management 1k Elect Director Stephanie C. Linnartz For For Management 1l Elect Director Craig A. Menear For For Management 2 Ratify KPMG LLP as Auditors For For Management 3 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 4 Amend Shareholder Written Consent Against For Shareholder Provisions 5 Report on Political Contributions Against For Shareholder Congruency Analysis 6 Report on Prison Labor in the Supply Against Against Shareholder Chain -------------------------------------------------------------------------------- THE PNC FINANCIAL SERVICES GROUP, INC. Ticker: PNC Security ID: 693475105 Meeting Date: APR 27, 2021 Meeting Type: Annual Record Date: JAN 29, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Joseph Alvarado For For Management 1b Elect Director Charles E. Bunch For For Management 1c Elect Director Debra A. Cafaro For For Management 1d Elect Director Marjorie Rodgers For For Management Cheshire 1e Elect Director David L. Cohen For For Management 1f Elect Director William S. Demchak For For Management 1g Elect Director Andrew T. Feldstein For For Management 1h Elect Director Richard J. Harshman For For Management 1i Elect Director Daniel R. Hesse For For Management 1j Elect Director Linda R. Medler For For Management 1k Elect Director Martin Pfinsgraff For For Management 1l Elect Director Toni Townes-Whitley For For Management 1m Elect Director Michael J. Ward 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 Report on Risk Management and Nuclear Against Against Shareholder Weapon Industry -------------------------------------------------------------------------------- THE PROCTER & GAMBLE COMPANY Ticker: PG Security ID: 742718109 Meeting Date: OCT 13, 2020 Meeting Type: Annual Record Date: AUG 14, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Francis S. Blake For For Management 1b Elect Director Angela F. Braly For For Management 1c Elect Director Amy L. Chang For For Management 1d Elect Director Joseph Jimenez For For Management 1e Elect Director Debra L. Lee For For Management 1f Elect Director Terry J. Lundgren For For Management 1g Elect Director Christine M. McCarthy For For Management 1h Elect Director W. James McNerney, Jr. For For Management 1i Elect Director Nelson Peltz For For Management 1j Elect Director David S. Taylor For For Management 1k Elect Director Margaret C. Whitman For For Management 1l Elect Director Patricia A. Woertz 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 Approve Qualified Employee Stock For For Management Purchase Plan 5 Report on Efforts to Eliminate Against For Shareholder Deforestation 6 Publish Annually a Report Assessing Against For Shareholder Diversity and Inclusion Efforts -------------------------------------------------------------------------------- THE WALT DISNEY COMPANY Ticker: DIS Security ID: 254687106 Meeting Date: MAR 09, 2021 Meeting Type: Annual Record Date: JAN 11, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Susan E. Arnold For For Management 1b Elect Director Mary T. Barra For For Management 1c Elect Director Safra A. Catz For For Management 1d Elect Director Robert A. Chapek For For Management 1e Elect Director Francis A. deSouza For For Management 1f Elect Director Michael B.G. Froman For For Management 1g Elect Director Robert A. Iger For For Management 1h Elect Director Maria Elena Lagomasino For For Management 1i Elect Director Mark G. Parker For For Management 1j Elect Director Derica W. Rice 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 Report on Lobbying Payments and Policy Against For Shareholder 5 Adopt a Policy to Include Against Against Shareholder Non-Management Employees as Prospective Director Candidates -------------------------------------------------------------------------------- THERMO FISHER SCIENTIFIC INC. Ticker: TMO Security ID: 883556102 Meeting Date: MAY 19, 2021 Meeting Type: Annual Record Date: MAR 26, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Marc N. Casper For For Management 1b Elect Director Nelson J. Chai For For Management 1c Elect Director C. Martin Harris For For Management 1d Elect Director Tyler Jacks For For Management 1e Elect Director R. Alexandra Keith For For Management 1f Elect Director Thomas J. Lynch For For Management 1g Elect Director Jim P. Manzi For For Management 1h Elect Director James C. Mullen For For Management 1i Elect Director Lars R. Sorensen For For Management 1j Elect Director Debora L. Spar For For Management 1k Elect Director Scott M. Sperling For For Management 1l Elect Director Dion J. Weisler For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify PricewaterhouseCoopers LLP as For For Management Auditor 4 Provide Right to Call A Special Meeting Against Against Shareholder -------------------------------------------------------------------------------- UNITEDHEALTH GROUP INCORPORATED Ticker: UNH Security ID: 91324P102 Meeting Date: JUN 07, 2021 Meeting Type: Annual Record Date: APR 09, 2021 # 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 Gail R. Wilensky For For Management 1i Elect Director Andrew Witty For For Management 2 Advisory Vote to Ratify Named For Against Management Executive Officers' Compensation 3 Ratify Deloitte & Touche LLP as For For Management Auditors 4 Amend Qualified Employee Stock For For Management Purchase Plan 5 Reduce Ownership Threshold for Against For Shareholder Shareholders to Call Special Meeting -------------------------------------------------------------------------------- VISA INC. Ticker: V Security ID: 92826C839 Meeting Date: JAN 26, 2021 Meeting Type: Annual Record Date: NOV 27, 2020 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Lloyd A. Carney For For Management 1b Elect Director Mary B. Cranston For For Management 1c Elect Director Francisco Javier For For Management Fernandez-Carbajal 1d Elect Director Alfred F. Kelly, Jr. For For Management 1e Elect Director Ramon Laguarta For For Management 1f Elect Director John F. Lundgren For For Management 1g Elect Director Robert W. Matschullat For For Management 1h Elect Director Denise M. Morrison For For Management 1i Elect Director Suzanne Nora Johnson For For Management 1j Elect Director Linda J. Rendle For For Management 1k Elect Director John A. C. Swainson For For Management 1l Elect Director Maynard G. Webb, Jr. 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 Omnibus Stock Plan For For Management 5 Provide Holders of At Least 15% Class For For Management A Common Stock Right to Call Special Meeting 6 Provide Right to Act by Written Consent Against For Shareholder 7 Amend Principles of Executive Against Against Shareholder Compensation Program -------------------------------------------------------------------------------- WASTE MANAGEMENT, INC. Ticker: WM Security ID: 94106L109 Meeting Date: MAY 11, 2021 Meeting Type: Annual Record Date: MAR 17, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director James C. Fish, Jr. For For Management 1b Elect Director Andres R. Gluski For For Management 1c Elect Director Victoria M. Holt For For Management 1d Elect Director Kathleen M. Mazzarella For For Management 1e Elect Director Sean E. Menke For For Management 1f Elect Director William B. Plummer For For Management 1g Elect Director John C. Pope For For Management 1h Elect Director Maryrose T. Sylvester For For Management 1i Elect Director Thomas H. Weidemeyer 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 -------------------------------------------------------------------------------- ZOETIS INC. Ticker: ZTS Security ID: 98978V103 Meeting Date: MAY 20, 2021 Meeting Type: Annual Record Date: MAR 26, 2021 # Proposal Mgt Rec Vote Cast Sponsor 1a Elect Director Sanjay Khosla For For Management 1b Elect Director Antoinette R. For For Management Leatherberry 1c Elect Director Willie M. Reed For For Management 1d Elect Director Linda Rhodes For For Management 2 Advisory Vote to Ratify Named For For Management Executive Officers' Compensation 3 Ratify KPMG LLP as Auditor For For Management 4 Adopt Simple Majority Vote Against For Shareholder ========== 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 24, 2021 *By: /s/Anne E. Robinson Anne E. Robinson, pursuant to a Power of Attorney filed on October 23, 2020, see File Number 2-52698. Incorporated by Reference.