0001438934-23-000320.txt : 20230829
0001438934-23-000320.hdr.sgml : 20230829
20230829142057
ACCESSION NUMBER: 0001438934-23-000320
CONFORMED SUBMISSION TYPE: N-PX/A
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230630
FILED AS OF DATE: 20230829
DATE AS OF CHANGE: 20230829
EFFECTIVENESS DATE: 20230829
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: LOOMIS SAYLES FUNDS II
CENTRAL INDEX KEY: 0000872649
IRS NUMBER: 043113285
STATE OF INCORPORATION: MA
FISCAL YEAR END: 0930
FILING VALUES:
FORM TYPE: N-PX/A
SEC ACT: 1940 Act
SEC FILE NUMBER: 811-06241
FILM NUMBER: 231221144
BUSINESS ADDRESS:
STREET 1: 888 BOYLSTON STREET
STREET 2: 8TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02199
BUSINESS PHONE: 617-449-2810
MAIL ADDRESS:
STREET 1: 888 BOYLSTON STREET
STREET 2: 8TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02199
FORMER COMPANY:
FORMER CONFORMED NAME: LOOMIS SAYLES FUNDS I
DATE OF NAME CHANGE: 20031119
FORMER COMPANY:
FORMER CONFORMED NAME: LOOMIS SAYLES FUNDS
DATE OF NAME CHANGE: 20031015
FORMER COMPANY:
FORMER CONFORMED NAME: LOOMIS SAYLES FUNDS II
DATE OF NAME CHANGE: 20030718
0000872649
S000006698
Loomis Sayles Global Allocation Fund
C000018226
Class Y
LSWWX
C000027670
Class A
LGMAX
C000027671
Class C
LGMCX
C000182249
Class N
LGMNX
C000188534
Class T
LGMTX
0000872649
S000006699
Loomis Sayles Growth Fund
C000018227
Class A
LGRRX
C000018229
Class C
LGRCX
C000018230
Class Y
LSGRX
C000125484
Class N
LGRNX
C000188535
Class T
LGRTX
0000872649
S000006700
Loomis Sayles High Income Fund
C000018231
Class A
NEFHX
C000018233
Class C
NEHCX
C000069253
Class Y
NEHYX
C000175112
Class N
LSHNX
C000188536
Class T
NEHTX
0000872649
S000006701
Loomis Sayles Investment Grade Bond Fund
C000018234
Class A
LIGRX
C000018236
Class C
LGBCX
C000018238
Class Y
LSIIX
C000082998
Admin Class
LIGAX
C000125485
Class N
LGBNX
C000188537
Class T
LIGTX
0000872649
S000006702
Loomis Sayles Limited Term Government and Agency Fund
C000018239
Class A
NEFLX
C000018241
Class C
NECLX
C000018242
Class Y
NELYX
C000182250
Class N
LGANX
C000188538
Class T
LGATX
0000872649
S000006705
Loomis Sayles Small Cap Growth Fund
C000018249
Institutional Class
LSSIX
C000018250
Retail Class
LCGRX
C000125486
Class N
LSSNX
0000872649
S000006706
Loomis Sayles Strategic Income Fund
C000018251
Class A
NEFZX
C000018253
Class C
NECZX
C000018254
Class Y
NEZYX
C000082999
Admin Class
NEZAX
C000125487
Class N
NEZNX
C000188539
Class T
LSSTX
0000872649
S000049859
Loomis Sayles Small/Mid Cap Growth Fund
C000157445
Institutional Class
LSMIX
C000216341
Class N
LSMNX
0000872649
S000069661
Loomis Sayles Credit Income Fund
C000222162
Class Y
C000222163
Class A
C000222164
Class C
C000222165
Class N
0000872649
S000070337
Loomis Sayles International Growth Fund
C000223746
Class Y
LIGYX
C000223747
Class A
LIGGX
C000223748
Class C
LIGCX
C000223749
Class N
LIGNX
N-PX/A
1
BRD_0000872649_015_2023.txt
BRD_0000872649_015_2023.TXT
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-PX/A
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT
COMPANY
INVESTMENT COMPANY ACT FILE NUMBER: 811-06241
NAME OF REGISTRANT: Loomis Sayles Funds II
ADDRESS OF PRINCIPAL EXECUTIVE OFFICES: 888 Boylston Street
Suite 800
Boston, MA 02199
NAME AND ADDRESS OF AGENT FOR SERVICE: Susan McWhan Tobin, Esq.
888 Boylston Street
Suite 800
Boston, MA 02199
REGISTRANT'S TELEPHONE NUMBER: 617-449-2139
DATE OF FISCAL YEAR END: 09/30
DATE OF REPORTING PERIOD: 07/01/2022 - 06/30/2023
Loomis Sayles Credit Income Fund
--------------------------------------------------------------------------------------------------------------------------
The fund held no voting securities during the reporting period and did not vote any securities or have
any securities that were subject to a vote during the reporting period.
Loomis Sayles Global Allocation Fund
--------------------------------------------------------------------------------------------------------------------------
ACCENTURE PLC Agenda Number: 935750174
--------------------------------------------------------------------------------------------------------------------------
Security: G1151C101
Meeting Type: Annual
Meeting Date: 01-Feb-2023
Ticker: ACN
ISIN: IE00B4BNMY34
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Appointment of Director: Jaime Ardila Mgmt For For
1b. Appointment of Director: Nancy McKinstry Mgmt For For
1c. Appointment of Director: Beth E. Mooney Mgmt For For
1d. Appointment of Director: Gilles C. Pelisson Mgmt For For
1e. Appointment of Director: Paula A. Price Mgmt For For
1f. Appointment of Director: Venkata (Murthy) Mgmt For For
Renduchintala
1g. Appointment of Director: Arun Sarin Mgmt For For
1h. Appointment of Director: Julie Sweet Mgmt For For
1i. Appointment of Director: Tracey T. Travis Mgmt For For
2. To approve, in a non-binding vote, the Mgmt For For
compensation of our named executive
officers.
3. To approve, in a non-binding vote, the Mgmt 1 Year For
frequency of future non-binding votes to
approve the compensation of our named
executive officers.
4. To ratify, in a non-binding vote, the Mgmt For For
appointment of KPMG LLP ("KPMG") as
independent auditor of Accenture and to
authorize, in a binding vote, the Audit
Committee of the Board of Directors to
determine KPMG's remuneration.
5. To grant the Board of Directors the Mgmt For For
authority to issue shares under Irish law.
6. To grant the Board of Directors the Mgmt For For
authority to opt-out of pre-emption rights
under Irish law.
7. To determine the price range at which Mgmt For For
Accenture can re-allot shares that it
acquires as treasury shares under Irish
law.
--------------------------------------------------------------------------------------------------------------------------
ADOBE INC. Agenda Number: 935770126
--------------------------------------------------------------------------------------------------------------------------
Security: 00724F101
Meeting Type: Annual
Meeting Date: 20-Apr-2023
Ticker: ADBE
ISIN: US00724F1012
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director to serve for a Mgmt For For
one-year term: Amy Banse
1b. Election of Director to serve for a Mgmt For For
one-year term: Brett Biggs
1c. Election of Director to serve for a Mgmt For For
one-year term: Melanie Boulden
1d. Election of Director to serve for a Mgmt For For
one-year term: Frank Calderoni
1e. Election of Director to serve for a Mgmt For For
one-year term: Laura Desmond
1f. Election of Director to serve for a Mgmt For For
one-year term: Shantanu Narayen
1g. Election of Director to serve for a Mgmt For For
one-year term: Spencer Neumann
1h. Election of Director to serve for a Mgmt For For
one-year term: Kathleen Oberg
1i. Election of Director to serve for a Mgmt For For
one-year term: Dheeraj Pandey
1j. Election of Director to serve for a Mgmt For For
one-year term: David Ricks
1k. Election of Director to serve for a Mgmt For For
one-year term: Daniel Rosensweig
1l. Election of Director to serve for a Mgmt For For
one-year term: John Warnock
2. Approve the 2019 Equity Incentive Plan, as Mgmt For For
amended, to increase the available share
reserve by 12,000,000 shares.
3. Ratify the appointment of KPMG LLP as our Mgmt For For
independent registered public accounting
firm for our fiscal year ending on December
1, 2023.
4. Approve, on an advisory basis, the Mgmt For For
compensation of our named executive
officers.
5. Approve, on an advisory basis, the Mgmt 1 Year For
frequency of the advisory vote on executive
compensation.
6. Stockholder Proposal - Report on Hiring of Shr Against For
Persons with Arrest or Incarceration
Records.
--------------------------------------------------------------------------------------------------------------------------
AIRBNB INC Agenda Number: 935831657
--------------------------------------------------------------------------------------------------------------------------
Security: 009066101
Meeting Type: Annual
Meeting Date: 01-Jun-2023
Ticker: ABNB
ISIN: US0090661010
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Election of Class III Director to serve Mgmt Withheld Against
until the 2026 Annual Meeting: Nathan
Blecharczyk
1.2 Election of Class III Director to serve Mgmt For For
until the 2026 Annual Meeting: Alfred Lin
2. To ratify the appointment of Mgmt For For
PricewaterhouseCoopers LLP as our
independent registered public accounting
firm for the fiscal year ending December
31, 2023.
3. To approve, on an advisory (non-binding) Mgmt For For
basis, the compensation of our named
executive officers.
--------------------------------------------------------------------------------------------------------------------------
ALPHABET INC. Agenda Number: 935830946
--------------------------------------------------------------------------------------------------------------------------
Security: 02079K305
Meeting Type: Annual
Meeting Date: 02-Jun-2023
Ticker: GOOGL
ISIN: US02079K3059
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Larry Page Mgmt For For
1b. Election of Director: Sergey Brin Mgmt For For
1c. Election of Director: Sundar Pichai Mgmt For For
1d. Election of Director: John L. Hennessy Mgmt Against Against
1e. Election of Director: Frances H. Arnold Mgmt Against Against
1f. Election of Director: R. Martin "Marty" Mgmt For For
Chavez
1g. Election of Director: L. John Doerr Mgmt For For
1h. Election of Director: Roger W. Ferguson Jr. Mgmt For For
1i. Election of Director: Ann Mather Mgmt For For
1j. Election of Director: K. Ram Shriram Mgmt Against Against
1k. Election of Director: Robin L. Washington Mgmt Against Against
2. Ratification of the appointment of Ernst & Mgmt For For
Young LLP as Alphabet's independent
registered public accounting firm for the
fiscal year ending December 31, 2023
3. Approval of amendment and restatement of Mgmt Against Against
Alphabet's Amended and Restated 2021 Stock
Plan to increase the share reserve by
170,000,000 (post stock split) shares of
Class C capital stock
4. Advisory vote to approve compensation Mgmt Against Against
awarded to named executive officers
5. Advisory vote on the frequency of advisory Mgmt 1 Year Against
votes to approve compensation awarded to
named executive officers
6. Stockholder proposal regarding a lobbying Shr For Against
report
7. Stockholder proposal regarding a congruency Shr Against For
report
8. Stockholder proposal regarding a climate Shr Against For
lobbying report
9. Stockholder proposal regarding a report on Shr For Against
reproductive rights and data privacy
10. Stockholder proposal regarding a human Shr Against For
rights assessment of data center siting
11. Stockholder proposal regarding a human Shr For Against
rights assessment of targeted ad policies
and practices
12. Stockholder proposal regarding algorithm Shr For Against
disclosures
13. Stockholder proposal regarding a report on Shr For Against
alignment of YouTube policies with
legislation
14. Stockholder proposal regarding a content Shr Against For
governance report
15. Stockholder proposal regarding a Shr For Against
performance review of the Audit and
Compliance Committee
16. Stockholder proposal regarding bylaws Shr For Against
amendment
17. Stockholder proposal regarding "executives Shr Against For
to retain significant stock"
18. Stockholder proposal regarding equal Shr For Against
shareholder voting
--------------------------------------------------------------------------------------------------------------------------
AMAZON.COM, INC. Agenda Number: 935825452
--------------------------------------------------------------------------------------------------------------------------
Security: 023135106
Meeting Type: Annual
Meeting Date: 24-May-2023
Ticker: AMZN
ISIN: US0231351067
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Jeffrey P. Bezos Mgmt For For
1b. Election of Director: Andrew R. Jassy Mgmt For For
1c. Election of Director: Keith B. Alexander Mgmt For For
1d. Election of Director: Edith W. Cooper Mgmt Against Against
1e. Election of Director: Jamie S. Gorelick Mgmt For For
1f. Election of Director: Daniel P. Mgmt Against Against
Huttenlocher
1g. Election of Director: Judith A. McGrath Mgmt Against Against
1h. Election of Director: Indra K. Nooyi Mgmt For For
1i. Election of Director: Jonathan J. Mgmt For For
Rubinstein
1j. Election of Director: Patricia Q. Mgmt For For
Stonesifer
1k. Election of Director: Wendell P. Weeks Mgmt For For
2. RATIFICATION OF THE APPOINTMENT OF ERNST & Mgmt For For
YOUNG LLP AS INDEPENDENT AUDITORS
3. ADVISORY VOTE TO APPROVE EXECUTIVE Mgmt For For
COMPENSATION
4. ADVISORY VOTE ON THE FREQUENCY OF FUTURE Mgmt 1 Year For
ADVISORY VOTES ON EXECUTIVE COMPENSATION
5. REAPPROVAL OF OUR 1997 STOCK INCENTIVE Mgmt For For
PLAN, AS AMENDED AND RESTATED, FOR PURPOSES
OF FRENCH TAX LAW
6. SHAREHOLDER PROPOSAL REQUESTING A REPORT ON Shr Against For
RETIREMENT PLAN OPTIONS
7. SHAREHOLDER PROPOSAL REQUESTING A REPORT ON Shr Against For
CUSTOMER DUE DILIGENCE
8. SHAREHOLDER PROPOSAL REQUESTING REPORTING Shr Against For
ON CONTENT AND PRODUCT REMOVAL/RESTRICTIONS
9. SHAREHOLDER PROPOSAL REQUESTING A REPORT ON Shr Against For
CONTENT REMOVAL REQUESTS
10. SHAREHOLDER PROPOSAL REQUESTING ADDITIONAL Shr Against For
REPORTING ON STAKEHOLDER IMPACTS
11. SHAREHOLDER PROPOSAL REQUESTING ALTERNATIVE Shr Against For
TAX REPORTING
12. SHAREHOLDER PROPOSAL REQUESTING ADDITIONAL Shr Against For
REPORTING ON CLIMATE LOBBYING
13. SHAREHOLDER PROPOSAL REQUESTING ADDITIONAL Shr Against For
REPORTING ON GENDER/RACIAL PAY
14. SHAREHOLDER PROPOSAL REQUESTING AN ANALYSIS Shr Against For
OF COSTS ASSOCIATED WITH DIVERSITY, EQUITY,
AND INCLUSION PROGRAMS
15. SHAREHOLDER PROPOSAL REQUESTING AN Shr Against For
AMENDMENT TO OUR BYLAWS TO REQUIRE
SHAREHOLDER APPROVAL FOR CERTAIN FUTURE
AMENDMENTS
16. SHAREHOLDER PROPOSAL REQUESTING ADDITIONAL Shr Against For
REPORTING ON FREEDOM OF ASSOCIATION
17. SHAREHOLDER PROPOSAL REQUESTING A NEW Shr Against For
POLICY REGARDING OUR EXECUTIVE COMPENSATION
PROCESS
18. SHAREHOLDER PROPOSAL REQUESTING ADDITIONAL Shr Against For
REPORTING ON ANIMAL WELFARE STANDARDS
19. SHAREHOLDER PROPOSAL REQUESTING AN Shr Against For
ADDITIONAL BOARD COMMITTEE
20. SHAREHOLDER PROPOSAL REQUESTING AN Shr Against For
ALTERNATIVE DIRECTOR CANDIDATE POLICY
21. SHAREHOLDER PROPOSAL REQUESTING A REPORT ON Shr Against For
WAREHOUSE WORKING CONDITIONS
22. SHAREHOLDER PROPOSAL REQUESTING A REPORT ON Shr Against For
PACKAGING MATERIALS
23. SHAREHOLDER PROPOSAL REQUESTING A REPORT ON Shr Against For
CUSTOMER USE OF CERTAIN TECHNOLOGIES
--------------------------------------------------------------------------------------------------------------------------
ASML HOLDING NV Agenda Number: 716773533
--------------------------------------------------------------------------------------------------------------------------
Security: N07059202
Meeting Type: AGM
Meeting Date: 26-Apr-2023
Ticker: ASML
ISIN: NL0010273215
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT VOTING MUST BE LODGED WITH BENEFICIAL OWNER Non-Voting
DETAILS AS PROVIDED BY YOUR CUSTODIAN BANK.
IF NO BENEFICIAL OWNER DETAILS ARE
PROVIDED, YOUR INSTRUCTIONS MAY BE
REJECTED.
CMMT VOTING MUST BE LODGED WITH SHAREHOLDER Non-Voting
DETAILS AS PROVIDED BY YOUR CUSTODIAN BANK.
IF NO SHAREHOLDER DETAILS ARE PROVIDED,
YOUR INSTRUCTIONS MAY BE REJECTED.
1. OPENING Non-Voting
2. OVERVIEW OF THE COMPANY S BUSINESS, Non-Voting
FINANCIAL SITUATION AND ESG SUSTAINABILITY
3.a. FINANCIAL STATEMENTS, RESULTS AND DIVIDEND: Mgmt For For
ADVISORY VOTE ON THE REMUNERATION REPORT
FOR THE BOARD OF MANAGEMENT AND THE
SUPERVISORY BOARD FOR THE FINANCIAL YEAR
2022
3.b. FINANCIAL STATEMENTS, RESULTS AND DIVIDEND: Mgmt For For
PROPOSAL TO ADOPT THE FINANCIAL STATEMENTS
OF THE COMPANY FOR THE FINANCIAL YEAR 2022,
AS PREPARED IN ACCORDANCE WITH DUTCH LAW
3.c. FINANCIAL STATEMENTS, RESULTS AND DIVIDEND: Non-Voting
CLARIFICATION OF THE COMPANY'S RESERVES AND
DIVIDEND POLICY
3.d. FINANCIAL STATEMENTS, RESULTS AND DIVIDEND: Mgmt For For
PROPOSAL TO ADOPT A DIVIDEND IN RESPECT OF
THE FINANCIAL YEAR 2022
4.a. DISCHARGE: PROPOSAL TO DISCHARGE THE Mgmt For For
MEMBERS OF THE BOARD OF MANAGEMENT FROM
LIABILITY FOR THEIR RESPONSIBILITIES IN THE
FINANCIAL YEAR 2022
4.b. DISCHARGE: PROPOSAL TO DISCHARGE THE Mgmt For For
MEMBERS OF THE SUPERVISORY BOARD FROM
LIABILITY FOR THEIR RESPONSIBILITIES IN THE
FINANCIAL YEAR 2022
5. PROPOSAL TO APPROVE THE NUMBER OF SHARES Mgmt For For
FOR THE BOARD OF MANAGEMENT
6.a. REMUNERATION OF THE SUPERVISORY BOARD: Mgmt For For
PROPOSAL TO AMEND THE REMUNERATION POLICY
FOR THE SUPERVISORY BOARD
6.b. REMUNERATION OF THE SUPERVISORY BOARD: Mgmt For For
PROPOSAL TO AMEND THE REMUNERATION OF THE
MEMBERS OF THE SUPERVISORY BOARD
7. COMPOSITION OF THE BOARD OF MANAGEMENT: Non-Voting
NOTIFICATION OF THE INTENDED APPOINTMENT OF
MR. W.R. ALLAN
8.a. COMPOSITION OF THE SUPERVISORY BOARD: Mgmt For For
PROPOSAL TO APPOINT MR. N.S. ANDERSEN AS A
MEMBER OF THE SUPERVISORY BOARD
8.b. COMPOSITION OF THE SUPERVISORY BOARD: Mgmt For For
PROPOSAL TO APPOINT MR. J.P. DE KREIJ AS A
MEMBER OF THE SUPERVISORY BOARD
8.c. COMPOSITION OF THE SUPERVISORY BOARD: Non-Voting
COMPOSITION OF THE SUPERVISORY BOARD IN
2024
9. PROPOSAL TO APPOINT PRICEWATERHOUSECOOPERS Mgmt For For
ACCOUNTANTS N.V. AS EXTERNAL AUDITOR FOR
THE REPORTING YEAR 2025, IN LIGHT OF THE
MANDATORY EXTERNAL AUDITOR ROTATION
10.a. PROPOSALS TO AUTHORIZE THE BOARD OF Mgmt For For
MANAGEMENT TO ISSUE ORDINARY SHARES OR
GRANT RIGHTS TO SUBSCRIBE FOR ORDINARY
SHARES, AS WELL AS TO RESTRICT OR EXCLUDE
THE PREEMPTION RIGHTS ACCRUING TO
SHAREHOLDERS: AUTHORIZATION TO ISSUE
ORDINARY SHARES OR GRANT RIGHTS TO
SUBSCRIBE FOR ORDINARY SHARES UP TO 5% FOR
GENERAL PURPOSES AND UP TO 5% IN CONNECTION
WITH OR ON THE OCCASION OF MERGERS,
ACQUISITIONS AND/OR (STRATEGIC) ALLIANCES
10.b. PROPOSALS TO AUTHORIZE THE BOARD OF Mgmt For For
MANAGEMENT TO ISSUE ORDINARY SHARES OR
GRANT RIGHTS TO SUBSCRIBE FOR ORDINARY
SHARES, AS WELL AS TO RESTRICT OR EXCLUDE
THE PREEMPTION RIGHTS ACCRUING TO
SHAREHOLDERS: AUTHORIZATION OF THE BOARD OF
MANAGEMENT TO RESTRICT OR EXCLUDE
PRE-EMPTION RIGHTS IN CONNECTION WITH THE
AUTHORIZATIONS REFERRED TO IN ITEM 10 A)
11. PROPOSAL TO AUTHORIZE THE BOARD OF Mgmt For For
MANAGEMENT TO REPURCHASE ORDINARY SHARES UP
TO 10% OF THE ISSUED SHARE CAPITAL
12. PROPOSAL TO CANCEL ORDINARY SHARES Mgmt For For
13. ANY OTHER BUSINESS Non-Voting
14. CLOSING Non-Voting
CMMT INTERMEDIARY CLIENTS ONLY - PLEASE NOTE Non-Voting
THAT IF YOU ARE CLASSIFIED AS AN
INTERMEDIARY CLIENT UNDER THE SHAREHOLDER
RIGHTS DIRECTIVE II, YOU SHOULD BE
PROVIDING THE UNDERLYING SHAREHOLDER
INFORMATION AT THE VOTE INSTRUCTION LEVEL.
IF YOU ARE UNSURE ON HOW TO PROVIDE THIS
LEVEL OF DATA TO BROADRIDGE OUTSIDE OF
PROXYEDGE, PLEASE SPEAK TO YOUR DEDICATED
CLIENT SERVICE REPRESENTATIVE FOR
ASSISTANCE
--------------------------------------------------------------------------------------------------------------------------
ATLAS COPCO AB Agenda Number: 716824304
--------------------------------------------------------------------------------------------------------------------------
Security: W1R924252
Meeting Type: AGM
Meeting Date: 27-Apr-2023
Ticker: ATCO.A
ISIN: SE0017486889
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT AN ABSTAIN VOTE CAN HAVE THE SAME EFFECT AS Non-Voting
AN AGAINST VOTE IF THE MEETING REQUIRES
APPROVAL FROM THE MAJORITY OF PARTICIPANTS
TO PASS A RESOLUTION
CMMT VOTING MUST BE LODGED WITH BENEFICIAL OWNER Non-Voting
DETAILS AS PROVIDED BY YOUR CUSTODIAN BANK.
ACCOUNTS WITH MULTIPLE BENEFICIAL OWNERS
WILL REQUIRE DISCLOSURE OF EACH BENEFICIAL
OWNER NAME, ADDRESS AND SHARE POSITION
CMMT A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY Non-Voting
(POA) IS REQUIRED TO LODGE YOUR VOTING
INSTRUCTIONS. IF NO POA IS SUBMITTED, YOUR
VOTING INSTRUCTIONS MAY BE REJECTED
CMMT VOTING MUST BE LODGED WITH SHAREHOLDER Non-Voting
DETAILS AS PROVIDED BY YOUR CUSTODIAN BANK.
IF NO SHAREHOLDER DETAILS ARE PROVIDED,
YOUR INSTRUCTIONS MAY BE REJECTED
1 ELECTION OF CHAIR FOR THE MEETING Mgmt For For
2 PREPARATION AND APPROVAL OF THE VOTING LIST Mgmt For For
3 APPROVAL OF THE AGENDA Mgmt For For
4 ELECTION OF ADJUSTER, TO APPROVE THE Mgmt For For
MINUTES TOGETHER WITH THE CHAIR
5 DETERMINATION WHETHER THE MEETING HAS BEEN Mgmt For For
PROPERLY CONVENED
6 PRESENTATION OF THE ANNUAL REPORT AND THE Non-Voting
AUDITORS REPORT AS WELL AS THE CONSOLIDATED
ANNUAL REPORT AND THE CONSOLIDATED AUDITORS
REPORT
7 THE PRESIDENT CEOS SPEECH AND QUESTIONS Non-Voting
FROM SHAREHOLDERS TO THE BOARD OF DIRECTORS
AND THE MANAGEMENT
8.A RESOLUTION ON ADOPTION OF THE INCOME Mgmt For For
STATEMENT AND BALANCE SHEET AS WELL AS THE
CONSOLIDATED INCOME STATEMENT AND
CONSOLIDATED BALANCE SHEET
8.B.1 DECISION ON DISCHARGE FROM LIABILITY FOR Mgmt For For
THE BOARD MEMBER AND THE PRESIDENT AND CEO
FOR 2022: STAFFAN BOHMAN
8.B.2 DECISION ON DISCHARGE FROM LIABILITY FOR Mgmt For For
THE BOARD MEMBER AND THE PRESIDENT AND CEO
FOR 2022: JOHAN FORSSELL
8.B.3 DECISION ON DISCHARGE FROM LIABILITY FOR Mgmt For For
THE BOARD MEMBER AND THE PRESIDENT AND CEO
FOR 2022: HELENE MELLQUIST
8.B.4 DECISION ON DISCHARGE FROM LIABILITY FOR Mgmt For For
THE BOARD MEMBER AND THE PRESIDENT AND CEO
FOR 2022: ANNA OHLSSON-LEIJON
8.B.5 DECISION ON DISCHARGE FROM LIABILITY FOR Mgmt For For
THE BOARD MEMBER AND THE PRESIDENT AND CEO
FOR 2022: MATS RAHMSTROM
8.B.6 DECISION ON DISCHARGE FROM LIABILITY FOR Mgmt For For
THE BOARD MEMBER AND THE PRESIDENT AND CEO
FOR 2022: GORDON RISKE
8.B.7 DECISION ON DISCHARGE FROM LIABILITY FOR Mgmt For For
THE BOARD MEMBER AND THE PRESIDENT AND CEO
FOR 2022: HANS STRABERG
8.B.8 DECISION ON DISCHARGE FROM LIABILITY FOR Mgmt For For
THE BOARD MEMBER AND THE PRESIDENT AND CEO
FOR 2022: PETER WALLENBERG JR
8.B.9 DECISION ON DISCHARGE FROM LIABILITY FOR Mgmt For For
THE BOARD MEMBER AND THE PRESIDENT AND CEO
FOR 2022: MIKAEL BERGSTEDT
8.B10 DECISION ON DISCHARGE FROM LIABILITY FOR Mgmt For For
THE BOARD MEMBER AND THE PRESIDENT AND CEO
FOR 2022: BENNY LARSSON
8.B11 DECISION ON DISCHARGE FROM LIABILITY FOR Mgmt For For
THE BOARD MEMBER AND THE PRESIDENT AND CEO
FOR 2022: MATS RAHMSTROM (IN HIS CAPACITY
AS PRESIDENT AND CEO)
8.C RESOLUTION ON DISPOSITIONS REGARDING THE Mgmt For For
COMPANY'S PROFIT ACCORDING TO THE APPROVED
BALANCE SHEET
8.D RESOLUTION ON RECORD DATES FOR DIVIDEND Mgmt For For
9.A DETERMINATION OF THE NUMBER OF BOARD Mgmt For For
MEMBERS AND DEPUTIES
9.B DETERMINATION OF THE NUMBER OF AUDITORS AND Mgmt For For
DEPUTY AUDITORS OR REGISTERED AUDITING
COMPANIES
10.A1 ELECTION OF BOARD MEMBER: JOHAN FORSSELL Mgmt Against Against
(RE-ELECTION)
10.A2 ELECTION OF BOARD MEMBER: HELENE MELLQUIST Mgmt For For
(RE-ELECTION)
10.A3 ELECTION OF BOARD MEMBER: ANNA Mgmt Against Against
OHLSSON-LEIJON (RE-ELECTION)
10.A4 ELECTION OF BOARD MEMBER: MATS RAHMSTROM Mgmt For For
(RE-ELECTION)
10.A5 ELECTION OF BOARD MEMBER: GORDON RISKE Mgmt For For
(RE-ELECTION)
10.A6 ELECTION OF BOARD MEMBER: HANS STRAERG Mgmt For For
(RE-ELECTION)
10.A7 ELECTION OF BOARD MEMBER: PETER WALLENBERG Mgmt For For
JR (RE-ELECTION)
10.B1 ELECTION OF BOARD MEMBER (NEW ELECTION): Mgmt For For
JUMANA AL-SIBAI
10.C ELECTION OF HANS STRABERG AS CHAIRMAN OF Mgmt For For
THE BOARD (RE-ELECTION)
10.D ELECTION OF AUDITOR (RE-ELECTION) Mgmt For For
11.A DETERMINATION OF FEES TO THE BOARD Mgmt For For
11.B DETERMINATION OF FEE TO THE AUDITOR Mgmt For For
12.A DECISION ON APPROVAL OF REMUNERATION REPORT Mgmt Against Against
12.B DECISION ON A PERFORMANCE BASED PERSONNEL Mgmt Against Against
OPTION PLAN FOR 2023
13.A DECISION ON MANDATE TO ACQUIRE SERIES A Mgmt Against Against
SHARES IN CONNECTION WITH THE PERSONNEL
OPTION PLAN 2022 AND 2023
13.B DECISION ON MANDATE TO ACQUIRE SERIES A Mgmt For For
SHARES IN CONNECTION WITH BOARD FEES IN THE
FORM OF SYNTHETIC SHARES
13.C DECISION ON MANDATE TO TRANSFER SERIES A Mgmt Against Against
SHARES IN CONNECTION WITH THE PERSONNEL
OPTION PLAN 2023
13.D DECISION ON MANDATE TO SELL SERIES A SHARES Mgmt For For
TO COVER COSTS IN CONNECTION WITH SYNTHETIC
SHARES TO BOARD MEMBERS
13.E DECISION ON MANDATE TO SELL SERIES A SHARES Mgmt For For
TO COVER COSTS IN CONNECTION WITH THE 2017,
2018, 2019 AND 2020 PERSONNEL OPTION PLANS
14 THE BOARDS PROPOSAL REGARDING AMENDMENTS TO Mgmt For For
THE ARTICLES OF ASSOCIATION
15 CLOSE MEETING Non-Voting
CMMT INTERMEDIARY CLIENTS ONLY - PLEASE NOTE Non-Voting
THAT IF YOU ARE CLASSIFIED AS AN
INTERMEDIARY CLIENT UNDER THE SHAREHOLDER
RIGHTS DIRECTIVE II, YOU SHOULD BE
PROVIDING THE UNDERLYING SHAREHOLDER
INFORMATION AT THE VOTE INSTRUCTION LEVEL.
IF YOU ARE UNSURE ON HOW TO PROVIDE THIS
LEVEL OF DATA TO BROADRIDGE OUTSIDE OF
PROXYEDGE, PLEASE SPEAK TO YOUR DEDICATED
CLIENT SERVICE REPRESENTATIVE FOR
ASSISTANCE
CMMT PLEASE NOTE THAT IF YOU HOLD CREST Non-Voting
DEPOSITORY INTERESTS (CDIS) AND PARTICIPATE
AT THIS MEETING, YOU (OR YOUR CREST
SPONSORED MEMBER/CUSTODIAN) WILL BE
REQUIRED TO INSTRUCT A TRANSFER OF THE
RELEVANT CDIS TO THE ESCROW ACCOUNT
SPECIFIED IN THE ASSOCIATED CORPORATE EVENT
IN THE CREST SYSTEM. THIS TRANSFER WILL
NEED TO BE COMPLETED BY THE SPECIFIED CREST
SYSTEM DEADLINE. ONCE THIS TRANSFER HAS
SETTLED, THE CDIS WILL BE BLOCKED IN THE
CREST SYSTEM. THE CDIS WILL TYPICALLY BE
RELEASED FROM ESCROW AS SOON AS PRACTICABLE
ON RECORD DATE +1 DAY (OR ON MEETING DATE
+1 DAY IF NO RECORD DATE APPLIES) UNLESS
OTHERWISE SPECIFIED, AND ONLY AFTER THE
AGENT HAS CONFIRMED AVAILABILITY OF THE
POSITION. IN ORDER FOR A VOTE TO BE
ACCEPTED, THE VOTED POSITION MUST BE
BLOCKED IN THE REQUIRED ESCROW ACCOUNT IN
THE CREST SYSTEM. BY VOTING ON THIS
MEETING, YOUR CREST SPONSORED
MEMBER/CUSTODIAN MAY USE YOUR VOTE
INSTRUCTION AS THE AUTHORIZATION TO TAKE
THE NECESSARY ACTION WHICH WILL INCLUDE
TRANSFERRING YOUR INSTRUCTED POSITION TO
ESCROW. PLEASE CONTACT YOUR CREST SPONSORED
MEMBER/CUSTODIAN DIRECTLY FOR FURTHER
INFORMATION ON THE CUSTODY PROCESS AND
WHETHER OR NOT THEY REQUIRE SEPARATE
INSTRUCTIONS FROM YOU
CMMT PLEASE NOTE SHARE BLOCKING WILL APPLY FOR Non-Voting
ANY VOTED POSITIONS SETTLING THROUGH
EUROCLEAR BANK.
CMMT 28 MAR 2023: PLEASE NOTE THAT THIS IS A Non-Voting
REVISION DUE TO CHANGE IN NUMBERING OF
RESOLUTIONS 8.B10 AND 8.B11. IF YOU HAVE
ALREADY SENT IN YOUR VOTES, PLEASE DO NOT
VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR
ORIGINAL INSTRUCTIONS. THANK YOU
--------------------------------------------------------------------------------------------------------------------------
BLACKROCK, INC. Agenda Number: 935821000
--------------------------------------------------------------------------------------------------------------------------
Security: 09247X101
Meeting Type: Annual
Meeting Date: 24-May-2023
Ticker: BLK
ISIN: US09247X1019
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Bader M. Alsaad Mgmt For For
1b. Election of Director: Pamela Daley Mgmt For For
1c. Election of Director: Laurence D. Fink Mgmt For For
1d. Election of Director: William E. Ford Mgmt For For
1e. Election of Director: Fabrizio Freda Mgmt For For
1f. Election of Director: Murry S. Gerber Mgmt For For
1g. Election of Director: Margaret "Peggy" L. Mgmt For For
Johnson
1h. Election of Director: Robert S. Kapito Mgmt For For
1i. Election of Director: Cheryl D. Mills Mgmt For For
1j. Election of Director: Gordon M. Nixon Mgmt For For
1k. Election of Director: Kristin C. Peck Mgmt For For
1l. Election of Director: Charles H. Robbins Mgmt For For
1m. Election of Director: Marco Antonio Slim Mgmt For For
Domit
1n. Election of Director: Hans E. Vestberg Mgmt For For
1o. Election of Director: Susan L. Wagner Mgmt For For
1p. Election of Director: Mark Wilson Mgmt For For
2. Approval, in a non-binding advisory vote, Mgmt For For
of the compensation for named executive
officers.
3. Approval, in a non-binding advisory vote, Mgmt 1 Year For
of the frequency of future executive
compensation advisory votes.
4. Ratification of the appointment of Deloitte Mgmt For For
LLP as BlackRock's independent registered
public accounting firm for the fiscal year
2023.
5. Shareholder Proposal - Civil rights, Shr Against For
non-discrimination and returns to merit
audit.
6. Shareholder Proposal - Production of a Shr Against For
report on BlackRock's ability to "engineer
decarbonization in the real economy".
7. Shareholder Proposal - Impact report for Shr Against For
climate-related human risks of iShares U.S.
Aerospace and Defense Exchange-Traded Fund.
--------------------------------------------------------------------------------------------------------------------------
COSTCO WHOLESALE CORPORATION Agenda Number: 935745933
--------------------------------------------------------------------------------------------------------------------------
Security: 22160K105
Meeting Type: Annual
Meeting Date: 19-Jan-2023
Ticker: COST
ISIN: US22160K1051
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Susan L. Decker Mgmt For For
1b. Election of Director: Kenneth D. Denman Mgmt For For
1c. Election of Director: Richard A. Galanti Mgmt For For
1d. Election of Director: Hamilton E. James Mgmt For For
1e. Election of Director: W. Craig Jelinek Mgmt For For
1f. Election of Director: Sally Jewell Mgmt For For
1g. Election of Director: Charles T. Munger Mgmt For For
1h. Election of Director: Jeffrey S. Raikes Mgmt For For
1i. Election of Director: John W. Stanton Mgmt For For
1j. Election of Director: Ron M. Vachris Mgmt For For
1k. Election of Director: Maggie Wilderotter Mgmt For For
2. Ratification of selection of independent Mgmt For For
auditors.
3. Approval, on an advisory basis, of Mgmt For For
executive compensation.
4. Approval, on an advisory basis, of Mgmt 1 Year For
frequency of future advisory votes on
executive compensation.
5. Shareholder proposal regarding report on Shr Against For
risks of state policies restricting
reproductive rights.
--------------------------------------------------------------------------------------------------------------------------
CUMMINS INC. Agenda Number: 935788109
--------------------------------------------------------------------------------------------------------------------------
Security: 231021106
Meeting Type: Annual
Meeting Date: 09-May-2023
Ticker: CMI
ISIN: US2310211063
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1) Election of Director: N. Thomas Linebarger Mgmt For For
2) Election of Director: Jennifer W. Rumsey Mgmt For For
3) Election of Director: Gary L. Belske Mgmt For For
4) Election of Director: Robert J. Bernhard Mgmt For For
5) Election of Director: Bruno V. Di Leo Allen Mgmt For For
6) Election of Director: Stephen B. Dobbs Mgmt For For
7) Election of Director: Carla A. Harris Mgmt For For
8) Election of Director: Thomas J. Lynch Mgmt For For
9) Election of Director: William I. Miller Mgmt For For
10) Election of Director: Georgia R. Nelson Mgmt For For
11) Election of Director: Kimberly A. Nelson Mgmt For For
12) Election of Director: Karen H. Quintos Mgmt For For
13) Advisory vote to approve the compensation Mgmt For For
of our named executive officers as
disclosed in the proxy statement.
14) Advisory vote on the frequency of future Mgmt 1 Year For
advisory votes on executive compensation.
15) Proposal to ratify the appointment of Mgmt For For
PricewaterhouseCoopers LLP as our auditors
for 2023.
16) Approval of the Cummins Inc. Employee Stock Mgmt Against Against
Purchase Plan, as amended.
17) The shareholder proposal regarding an Shr Against For
independent chairman of the board.
18) The shareholder proposal regarding linking Shr Against For
executive compensation to achieving 1.5C
emissions reductions.
--------------------------------------------------------------------------------------------------------------------------
DANAHER CORPORATION Agenda Number: 935795510
--------------------------------------------------------------------------------------------------------------------------
Security: 235851102
Meeting Type: Annual
Meeting Date: 09-May-2023
Ticker: DHR
ISIN: US2358511028
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director to hold office until Mgmt For For
the 2024 Annual Meeting of Shareholders:
Rainer M. Blair
1b. Election of Director to hold office until Mgmt For For
the 2024 Annual Meeting of Shareholders:
Feroz Dewan
1c. Election of Director to hold office until Mgmt For For
the 2024 Annual Meeting of Shareholders:
Linda Filler
1d. Election of Director to hold office until Mgmt For For
the 2024 Annual Meeting of Shareholders:
Teri List
1e. Election of Director to hold office until Mgmt For For
the 2024 Annual Meeting of Shareholders:
Walter G. Lohr, Jr.
1f. Election of Director to hold office until Mgmt For For
the 2024 Annual Meeting of Shareholders:
Jessica L. Mega, MD, MPH
1g. Election of Director to hold office until Mgmt For For
the 2024 Annual Meeting of Shareholders:
Mitchell P. Rales
1h. Election of Director to hold office until Mgmt For For
the 2024 Annual Meeting of Shareholders:
Steven M. Rales
1i. Election of Director to hold office until Mgmt For For
the 2024 Annual Meeting of Shareholders:
Pardis C. Sabeti, MD, D. PHIL
1j. Election of Director to hold office until Mgmt For For
the 2024 Annual Meeting of Shareholders: A.
Shane Sanders
1k. Election of Director to hold office until Mgmt For For
the 2024 Annual Meeting of Shareholders:
John T. Schwieters
1l. Election of Director to hold office until Mgmt For For
the 2024 Annual Meeting of Shareholders:
Alan G. Spoon
1m. Election of Director to hold office until Mgmt For For
the 2024 Annual Meeting of Shareholders:
Raymond C. Stevens, Ph.D
1n. Election of Director to hold office until Mgmt For For
the 2024 Annual Meeting of Shareholders:
Elias A. Zerhouni, MD
2. To ratify the selection of Ernst & Young Mgmt For For
LLP as Danaher's independent registered
public accounting firm for the year ending
December 31, 2023.
3. To approve on an advisory basis the Mgmt For For
Company's named executive officer
compensation.
4. To hold an advisory vote relating to the Mgmt 1 Year For
frequency of future shareholder advisory
votes on the Company's executive officer
compensation.
5. To act upon a shareholder proposal Shr Against For
requesting adoption of a policy separating
the chair and CEO roles and requiring an
independent Board Chair whenever possible.
6. To act upon a shareholder proposal Shr Against For
requesting a report to shareholders on the
effectiveness of the Company's diversity,
equity and inclusion efforts.
--------------------------------------------------------------------------------------------------------------------------
DASSAULT SYSTEMES SE Agenda Number: 717142169
--------------------------------------------------------------------------------------------------------------------------
Security: F24571451
Meeting Type: MIX
Meeting Date: 24-May-2023
Ticker: DSY
ISIN: FR0014003TT8
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT FOR SHAREHOLDERS NOT HOLDING SHARES Non-Voting
DIRECTLY WITH A FRENCH CUSTODIAN, VOTING
INSTRUCTIONS WILL BE FORWARDED TO YOUR
GLOBAL CUSTODIAN ON VOTE DEADLINE DATE. THE
GLOBAL CUSTODIAN AS THE REGISTERED
INTERMEDIARY WILL SIGN THE PROXY CARD AND
FORWARD TO THE LOCAL CUSTODIAN FOR LODGMENT
CMMT FOR FRENCH MEETINGS 'ABSTAIN' IS A VALID Non-Voting
VOTING OPTION. FOR ANY ADDITIONAL
RESOLUTIONS RAISED AT THE MEETING THE
VOTING INSTRUCTION WILL DEFAULT TO
'AGAINST.' IF YOUR CUSTODIAN IS COMPLETING
THE PROXY CARD, THE VOTING INSTRUCTION WILL
DEFAULT TO THE PREFERENCE OF YOUR CUSTODIAN
CMMT VOTING MUST BE LODGED WITH SHAREHOLDER Non-Voting
DETAILS AS PROVIDED BY YOUR CUSTODIAN BANK.
IF NO SHAREHOLDER DETAILS ARE PROVIDED,
YOUR INSTRUCTIONS MAY BE REJECTED
CMMT FOR SHAREHOLDERS HOLDING SHARES DIRECTLY Non-Voting
REGISTERED IN THEIR OWN NAME ON THE COMPANY
SHARE REGISTER, YOU SHOULD RECEIVE A PROXY
CARD/VOTING FORM DIRECTLY FROM THE ISSUER.
PLEASE SUBMIT YOUR VOTE DIRECTLY BACK TO
THE ISSUER VIA THE PROXY CARD/VOTING FORM,
DO NOT SUBMIT YOUR VOTE VIA BROADRIDGE
SYSTEMS/PLATFORMS OR YOUR INSTRUCTIONS MAY
BE REJECTED
CMMT PLEASE NOTE SHARE BLOCKING WILL APPLY FOR Non-Voting
ANY VOTED POSITIONS SETTLING THROUGH
EUROCLEAR BANK
CMMT PLEASE NOTE THAT IF YOU HOLD CREST Non-Voting
DEPOSITORY INTERESTS (CDIS) AND PARTICIPATE
AT THIS MEETING, YOU (OR YOUR CREST
SPONSORED MEMBER/CUSTODIAN) WILL BE
REQUIRED TO INSTRUCT A TRANSFER OF THE
RELEVANT CDIS TO THE ESCROW ACCOUNT
SPECIFIED IN THE ASSOCIATED CORPORATE EVENT
IN THE CREST SYSTEM. THIS TRANSFER WILL
NEED TO BE COMPLETED BY THE SPECIFIED CREST
SYSTEM DEADLINE. ONCE THIS TRANSFER HAS
SETTLED, THE CDIS WILL BE BLOCKED IN THE
CREST SYSTEM. THE CDIS WILL TYPICALLY BE
RELEASED FROM ESCROW AS SOON AS PRACTICABLE
ON RECORD DATE +1 DAY (OR ON MEETING DATE
+1 DAY IF NO RECORD DATE APPLIES) UNLESS
OTHERWISE SPECIFIED, AND ONLY AFTER THE
AGENT HAS CONFIRMED AVAILABILITY OF THE
POSITION. IN ORDER FOR A VOTE TO BE
ACCEPTED, THE VOTED POSITION MUST BE
BLOCKED IN THE REQUIRED ESCROW ACCOUNT IN
THE CREST SYSTEM. BY VOTING ON THIS
MEETING, YOUR CREST SPONSORED
MEMBER/CUSTODIAN MAY USE YOUR VOTE
INSTRUCTION AS THE AUTHORIZATION TO TAKE
THE NECESSARY ACTION WHICH WILL INCLUDE
TRANSFERRING YOUR INSTRUCTED POSITION TO
ESCROW. PLEASE CONTACT YOUR CREST SPONSORED
MEMBER/CUSTODIAN DIRECTLY FOR FURTHER
INFORMATION ON THE CUSTODY PROCESS AND
WHETHER OR NOT THEY REQUIRE SEPARATE
INSTRUCTIONS FROM YOU
1 APPROVAL OF THE PARENT COMPANY ANNUAL Mgmt For For
FINANCIAL STATEMENTS
2 APPROVAL OF THE CONSOLIDATED FINANCIAL Mgmt For For
STATEMENTS
3 ALLOCATION OF PROFIT Mgmt For For
4 RELATED-PARTY AGREEMENTS Mgmt For For
5 REAPPOINTMENT OF THE PRINCIPAL STATUTORY Mgmt For For
AUDITOR
6 COMPENSATION POLICY FOR CORPORATE OFFICERS Mgmt Against Against
(MANDATAIRES SOCIAUX)
7 COMPENSATION ELEMENTS PAID OR GRANTED IN Mgmt For For
2022 TO MR. CHARLES EDELSTENNE, CHAIRMAN OF
THE BOARD OF DIRECTORS UNTIL JANUARY 8,
2023
8 COMPENSATION ELEMENTS PAID OR GRANTED IN Mgmt Against Against
2022 TO MR. BERNARD CHARLES, VICE CHAIRMAN
OF THE BOARD OF DIRECTORS AND CHIEF
EXECUTIVE OFFICER UNTIL JANUARY 8, 2023
9 APPROVAL OF THE INFORMATION CONTAINED IN Mgmt Against Against
THE CORPORATE GOVERNANCE REPORT AND
RELATING TO THE COMPENSATION OF CORPORATE
OFFICERS (MANDATAIRES SOCIAUX) (ARTICLE
L.22- 10-9 OF THE FRENCH COMMERCIAL CODE)
10 REAPPOINTMENT OF MS. CATHERINE DASSAULT Mgmt For For
11 APPOINTMENT OF A NEW DIRECTOR Mgmt For For
12 AUTHORIZATION TO REPURCHASE DASSAULT Mgmt For For
SYSTNMES SHARES
13 AUTHORIZATION GRANTED TO THE BOARD OF Mgmt For For
DIRECTORS TO REDUCE THE SHARE CAPITAL BY
CANCELLATION OF PREVIOUSLY REPURCHASED
SHARES IN THE FRAMEWORK OF THE SHARE
BUYBACK PROGRAM
14 DELEGATION OF AUTHORITY GRANTED TO THE Mgmt For For
BOARD OF DIRECTORS TO INCREASE THE SHARE
CAPITAL BY ISSUING SHARES OR CONVERTIBLE
SECURITIES, WITH PREFERENTIAL SUBSCRIPTION
RIGHTS FOR SHAREHOLDERS
15 DELEGATION OF AUTHORITY GRANTED TO THE Mgmt For For
BOARD OF DIRECTORS TO INCREASE THE SHARE
CAPITAL BY ISSUING SHARES OR CONVERTIBLE
SECURITIES, WITHOUT PREFERENTIAL
SUBSCRIPTION RIGHTS FOR SHAREHOLDERS AND BY
WAY OF A PUBLIC OFFERING
16 DELEGATION OF AUTHORITY GRANTED TO THE Mgmt For For
BOARD OF DIRECTORS TO INCREASE THE SHARE
CAPITAL BY ISSUING SHARES OR CONVERTIBLE
SECURITIES, WITHOUT PREFERENTIAL
SUBSCRIPTION RIGHTS FOR SHAREHOLDERS, UNDER
A PUBLIC OFFERING REFERRED TO IN ARTICLE L.
411-2-1 OF THE FRENCH MONETARY AND
FINANCIAL CODE
17 DELEGATION OF AUTHORITY GRANTED TO THE Mgmt For For
BOARD OF DIRECTORS TO INCREASE THE NUMBER
OF SECURITIES TO BE ISSUED IN THE EVENT OF
A SHARE CAPITAL INCREASE WITH OR WITHOUT
PREFERENTIAL SUBSCRIPTION RIGHTS
18 DELEGATION OF AUTHORITY GRANTED TO THE Mgmt For For
BOARD OF DIRECTORS TO INCREASE THE SHARE
CAPITAL BY INCORPORATION OF RESERVES,
PROFITS OR PREMIUMS
19 DELEGATION OF POWERS TO INCREASE THE SHARE Mgmt For For
CAPITAL, UP TO A MAXIMUM OF 10%, TO
REMUNERATE CONTRIBUTIONS IN KIND OF SHARES
20 AUTHORIZATION GRANTED TO THE BOARD OF Mgmt Against Against
DIRECTORS TO ALLOCATE COMPANY SHARES TO
CORPORATE OFFICERS (MANDATAIRES SOCIAUX)
AND EMPLOYEES OF THE COMPANY AND ITS
AFFILIATED COMPANIES, ENTAILING
AUTOMATICALLY THAT SHAREHOLDERS WAIVE THEIR
PREFERENTIAL SUBSCRIPTION RIGHTS
21 AUTHORIZATION GRANTED TO THE BOARD OF Mgmt For For
DIRECTORS TO GRANT SHARE SUBSCRIPTION AND
PURCHASE OPTIONS TO EXECUTIVE OFFICERS AND
EMPLOYEES OF THE COMPANY AND ITS AFFILIATED
COMPANIES ENTAILING THAT SHAREHOLDERS WAIVE
THEIR PREFERENTIAL SUBSCRIPTION RIGHTS
22 AUTHORIZATION OF THE BOARD OF DIRECTORS TO Mgmt For For
INCREASE THE SHARE CAPITAL FOR THE BENEFIT
OF MEMBERS OF A CORPORATE SAVINGS PLAN,
WITHOUT PREFERENTIAL SUBSCRIPTION RIGHTS
23 DELEGATION OF AUTHORITY GRANTED TO THE Mgmt For For
BOARD OF DIRECTORS TO INCREASE THE SHARE
CAPITAL FOR THE BENEFIT OF A CATEGORY OF
BENEFICIARIES, WITHOUT PREFERENTIAL
SUBSCRIPTION RIGHTS, UNDER AN EMPLOYEE
SHAREHOLDING PLAN
24 POWERS FOR FORMALITIES Mgmt For For
CMMT PLEASE NOTE THAT IMPORTANT ADDITIONAL Non-Voting
MEETING INFORMATION IS AVAILABLE BY
CLICKING ON THE MATERIAL URL LINK:
https://www.journal-officiel.gouv.fr/telech
argements/BALO/pdf/2023/0417/202304172300921
.pdf
CMMT INTERMEDIARY CLIENTS ONLY - PLEASE NOTE Non-Voting
THAT IF YOU ARE CLASSIFIED AS AN
INTERMEDIARY CLIENT UNDER THE SHAREHOLDER
RIGHTS DIRECTIVE II, YOU SHOULD BE
PROVIDING THE UNDERLYING SHAREHOLDER
INFORMATION AT THE VOTE INSTRUCTION LEVEL.
IF YOU ARE UNSURE ON HOW TO PROVIDE THIS
LEVEL OF DATA TO BROADRIDGE OUTSIDE OF
PROXYEDGE, PLEASE SPEAK TO YOUR DEDICATED
CLIENT SERVICE REPRESENTATIVE FOR
ASSISTANCE
--------------------------------------------------------------------------------------------------------------------------
DIAMONDBACK ENERGY, INC. Agenda Number: 935840339
--------------------------------------------------------------------------------------------------------------------------
Security: 25278X109
Meeting Type: Annual
Meeting Date: 08-Jun-2023
Ticker: FANG
ISIN: US25278X1090
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Election of Director: Travis D. Stice Mgmt For For
1.2 Election of Director: Vincent K. Brooks Mgmt For For
1.3 Election of Director: David L. Houston Mgmt For For
1.4 Election of Director: Rebecca A. Klein Mgmt For For
1.5 Election of Director: Stephanie K. Mains Mgmt For For
1.6 Election of Director: Mark L. Plaumann Mgmt For For
1.7 Election of Director: Melanie M. Trent Mgmt For For
1.8 Election of Director: Frank D. Tsuru Mgmt For For
1.9 Election of Director: Steven E. West Mgmt For For
2. Proposal to approve, on an advisory basis, Mgmt For For
the compensation paid to the Company's
named executive officers.
3. Proposal to approve amendments to the Mgmt For For
Company's charter to remove the 66 2/3%
supermajority vote requirements for the
stockholders to approve certain amendments
to the Company's charter and to remove
directors from office.
4. Proposal to approve amendments to the Mgmt For For
Company's charter to provide that
stockholders holding at least 25% of the
voting power, determined on a net long
basis, for at least one year, may call
special meetings of stockholders.
5. Proposal to approve amendments to the Mgmt Against Against
Company's charter to reflect new Delaware
law provisions regarding officer
exculpation.
6. Proposal to ratify the appointment of Grant Mgmt For For
Thornton LLP as the Company's independent
auditors for the fiscal year ending
December 31, 2023.
--------------------------------------------------------------------------------------------------------------------------
HALMA PLC Agenda Number: 715827955
--------------------------------------------------------------------------------------------------------------------------
Security: G42504103
Meeting Type: AGM
Meeting Date: 21-Jul-2022
Ticker: HLMA
ISIN: GB0004052071
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 ACCEPT FINANCIAL STATEMENTS AND STATUTORY Mgmt For For
REPORTS
2 APPROVE FINAL DIVIDEND Mgmt For For
3 APPROVE REMUNERATION REPORT Mgmt Against Against
4 ELECT SHARMILA NEBHRAJANI AS DIRECTOR Mgmt For For
5 RE-ELECT DAME LOUISE MAKIN AS DIRECTOR Mgmt For For
6 RE-ELECT ANDREW WILLIAMS AS DIRECTOR Mgmt For For
7 RE-ELECT MARC RONCHETTI AS DIRECTOR Mgmt For For
8 RE-ELECT JENNIFER WARD AS DIRECTOR Mgmt For For
9 RE-ELECT CAROLE CRAN AS DIRECTOR Mgmt For For
10 RE-ELECT JO HARLOW AS DIRECTOR Mgmt For For
11 RE-ELECT DHARMASH MISTRY AS DIRECTOR Mgmt For For
12 RE-ELECT TONY RICE AS DIRECTOR Mgmt For For
13 RE-ELECT ROY TWITE AS DIRECTOR Mgmt For For
14 REAPPOINT PRICEWATERHOUSECOOPERS LLP AS Mgmt For For
AUDITORS
15 AUTHORISE BOARD TO FIX REMUNERATION OF Mgmt For For
AUDITORS
16 APPROVE EMPLOYEE SHARE PLAN Mgmt Against Against
17 APPROVE LONG-TERM INCENTIVE PLAN Mgmt For For
18 AUTHORISE ISSUE OF EQUITY Mgmt For For
19 AUTHORISE UK POLITICAL DONATIONS AND Mgmt For For
EXPENDITURE
20 AUTHORISE ISSUE OF EQUITY WITHOUT Mgmt For For
PRE-EMPTIVE RIGHTS
21 AUTHORISE ISSUE OF EQUITY WITHOUT Mgmt For For
PRE-EMPTIVE RIGHTS IN CONNECTION WITH AN
ACQUISITION OR OTHER CAPITAL INVESTMENT
22 AUTHORISE MARKET PURCHASE OF ORDINARY Mgmt For For
SHARES
23 AUTHORISE THE COMPANY TO CALL GENERAL Mgmt For For
MEETING WITH TWO WEEKS' NOTICE
--------------------------------------------------------------------------------------------------------------------------
HDFC BANK LTD Agenda Number: 715818449
--------------------------------------------------------------------------------------------------------------------------
Security: Y3119P190
Meeting Type: AGM
Meeting Date: 16-Jul-2022
Ticker: 500180
ISIN: INE040A01034
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 TO RECEIVE, CONSIDER AND ADOPT THE AUDITED Mgmt For For
FINANCIAL STATEMENTS (STANDALONE) OF THE
BANK FOR THE FINANCIAL YEAR ENDED MARCH 31,
2022 ALONG WITH THE REPORTS OF THE BOARD OF
DIRECTORS AND AUDITORS THEREON
2 TO RECEIVE, CONSIDER AND ADOPT THE AUDITED Mgmt For For
FINANCIAL STATEMENTS (CONSOLIDATED) OF THE
BANK FOR THE FINANCIAL YEAR ENDED MARCH 31,
2022 ALONG WITH THE REPORT OF AUDITORS
THEREON
3 TO DECLARE DIVIDEND ON EQUITY SHARES Mgmt For For
4 TO APPOINT A DIRECTOR IN PLACE OF MRS. RENU Mgmt For For
KARNAD (DIN 00008064), WHO RETIRES BY
ROTATION AND, BEING ELIGIBLE, OFFERS
HERSELF FOR RE-APPOINTMENT
5 "RESOLVED THAT, PURSUANT TO THE PROVISIONS Mgmt For For
OF SECTIONS 139, 141 AND OTHER APPLICABLE
PROVISIONS, IF ANY, OF THE COMPANIES ACT,
2013 AND THE RELEVANT RULES THEREUNDER AND
PURSUANT TO SECTION 30 OF THE BANKING
REGULATION ACT, 1949 AND GUIDELINES ISSUED
BY THE RESERVE BANK OF INDIA (RBI)
INCLUDING ANY AMENDMENTS, MODIFICATIONS,
VARIATIONS OR REENACTMENTS THEREOF, M/S.
PRICE WATERHOUSE LLP, CHARTERED ACCOUNTANTS
(ICAI FIRM REGISTRATION NO.
301112E/E300264) ['PRICE WATERHOUSE LLP'],
WHO HAVE OFFERED THEMSELVES FOR APPOINTMENT
AND HAVE CONFIRMED THEIR ELIGIBILITY TO BE
APPOINTED AS JOINT STATUTORY AUDITORS IN
TERMS OF SECTION 141 OF THE COMPANIES ACT,
2013 AND APPLICABLE RULES THEREUNDER AND
THE GUIDELINES ISSUED BY RBI DATED APRIL
27, 2021, BE AND ARE HEREBY APPOINTED AS
ONE OF THE JOINT STATUTORY AUDITORS OF THE
BANK, TO HOLD OFFICE FOR A PERIOD OF3
(THREE) YEARS IN RELATION TO FY 2022-23, FY
2023-24 AND FY 2024-25, SUBJECT TO THE
APPROVAL OF THE RBI, FOR THE PURPOSE OF
AUDIT INCLUDING REPORTING ON INTERNAL
FINANCIAL CONTROLS OF THE BANK'S ACCOUNTS
AT ITS HEAD OFFICE, BRANCHES AND OTHER
OFFICES, WITH POWER TO THE BOARD, INCLUDING
RELEVANT COMMITTEE(S) THEREOF, TO ALTER AND
VARY THE TERMS AND CONDITIONS OF
APPOINTMENT, ETC., INCLUDING BY REASON OF
NECESSITY ON ACCOUNT OF CONDITIONS AS MAY
BE STIPULATED BY THE RBI AND / OR ANY OTHER
AUTHORITY. RESOLVED FURTHER THAT SUBJECT TO
APPLICABLE LAWS AND REGULATIONS INCLUDING
THE RELEVANT GUIDELINES AND CIRCULARS OF
THE RBI (AS MAY BE AMENDED, RESTATED,
MODIFIED, REPLACED FROM TIME TO TIME), M.M.
NISSIM & CO. LLP, CHARTERED ACCOUNTANTS
(ICAI FIRM REGISTRATION NO.
107122W/W100672) ['M.M. NISSIM & CO. LLP'],
WHO WERE ALREADY APPOINTED AS THE JOINT
STATUTORY AUDITORS OF THE BANK AT THE 27TH
ANNUAL GENERAL MEETING HELD ON JULY 17,
2021, SHALL ACT AS THE JOINT STATUTORY
AUDITORS OF THE BANK, ALONG WITH PRICE
WATERHOUSE LLP, FOR THE REMAINDER OF THE
TERM OF M.M. NISSIM & CO. LLP. RESOLVED
FURTHER THAT THE OVERALL AUDIT FEES FOR FY
2022-23 SHALL AGGREGATE TO INR 3,85,00,000
(RUPEES THREE CRORES EIGHTY-FIVE LACS
ONLY), AND BE ALLOCATED AS MUTUALLY AGREED
BETWEEN THE BANK AND THE JOINT STATUTORY
AUDITORS, IN ADDITION TO OUT OF POCKET
EXPENSES, OUTLAYS AND TAXES AS APPLICABLE.
RESOLVED FURTHER THAT FOR THE PURPOSE OF
GIVING EFFECT TO THE ABOVE RESOLUTION THE
BOARD (INCLUDING THE AUDIT COMMITTEE OF THE
BOARD OR ANY OTHER PERSON(S) AUTHORIZED BY
THE BOARD OR THE AUDIT COMMITTEE IN THIS
REGARD), BE AND IS HEREBY AUTHORIZED ON
BEHALF OF THE BANK TO DO ALL SUCH ACTS,
DEEDS, MATTERS AND THINGS AS IT MAY, IN ITS
ABSOLUTE DISCRETION, DEEM NECESSARY OR
DESIRABLE FOR SUCH PURPOSE AND WITH POWER
ON BEHALF OF THE BANK TO SETTLE ALL
QUESTIONS, DIFFICULTIES OR DOUBTS THAT MAY
ARISE IN REGARD TO IMPLEMENTATION OF THE
RESOLUTION INCLUDING BUT NOT LIMITED TO
DETERMINATION OF ROLES AND RESPONSIBILITIES
/ SCOPE OF WORK OF THE RESPECTIVE JOINT
STATUTORY AUDITORS, NEGOTIATING,
FINALIZING, AMENDING, SIGNING, DELIVERING,
EXECUTING THE TERMS OF APPOINTMENT
INCLUDING ANY CONTRACTS OR DOCUMENTS IN
THIS REGARD, WITHOUT BEING REQUIRED TO SEEK
ANY FURTHER CONSENT OR APPROVAL OF THE
MEMBERS OF THE BANK
6 "RESOLVED THAT, PURSUANT TO SECTION 142 AND Mgmt For For
OTHER APPLICABLE PROVISIONS, IF ANY, OF THE
COMPANIES ACT, 2013 AND THE RELEVANT RULES
THEREUNDER, IN ADDITION TO THE RESOLUTION
PASSED BY THE MEMBERS OF THE BANK ON JULY
17, 2021, FOR PAYMENT OF OVERALL AUDIT FEES
OF INR 3,30,00,000 (RUPEES THREE CRORES
THIRTY LAKHS ONLY) FOR FY 2021-22 TO BE
ALLOCATED BY THE BANK BETWEEN MSKA &
ASSOCIATES, CHARTERED ACCOUNTANTS (ICAI
FIRM REGISTRATION NO. 105047W) ['MSKA &
ASSOCIATES'], AND M.M. NISSIM & CO. LLP,
CHARTERED ACCOUNTANTS (ICAI FIRM
REGISTRATION NO. 107122W/W100672) ['M.M.
NISSIM & CO. LLP'], JOINT STATUTORY
AUDITORS OF THE BANK, FURTHER APPROVAL OF
THE MEMBERS OF THE BANK BE AND IS HEREBY
ACCORDED FOR PAYMENT OF ADDITIONAL FEES OF
INR 55,00,000 (RUPEES FIFTY FIVE LAKHS
ONLY) TO MSKA & ASSOCIATES AND M.M. NISSIM
& CO. LLP, FOR SUBSTANTIAL INCREASE IN THE
SCOPE OF THEIR WORK EMANATING FROM VARIOUS
CIRCULARS / NOTIFICATIONS ISSUED BY THE
RESERVE BANK OF INDIA (RBI) AND SECURITIES
AND EXCHANGE BOARD OF INDIA (SEBI), FOR FY
2021-22, TO BE ALLOCATED BY THE BANK
BETWEEN MSKA & ASSOCIATES AND M.M. NISSIM &
CO. LLP, AS MAY BE MUTUALLY AGREED BETWEEN
THE BANK AND THE SAID RESPECTIVE AUDITORS,
DEPENDING UPON THEIR RESPECTIVE SCOPE OF
WORK, IN ADDITION TO OUT OF POCKET
EXPENSES, OUTLAYS AND TAXES AS APPLICABLE."
RESOLVED FURTHER THAT FOR THE PURPOSE OF
GIVING EFFECT TO THE ABOVE RESOLUTION, THE
BOARD (INCLUDING THE AUDIT COMMITTEE OF THE
BOARD OR ANY OTHER PERSON(S) AUTHORISED BY
THE BOARD OR THE AUDIT COMMITTEE IN THIS
REGARD), BE AND IS HEREBY AUTHORISED ON
BEHALF OF THE BANK TO DO ALL SUCH ACTS,
DEEDS, MATTERS AND THINGS AS IT MAY, IN ITS
ABSOLUTE DISCRETION, DEEM NECESSARY OR
DESIRABLE FOR SUCH PURPOSE AND WITH POWER
ON BEHALF OF THE BANK TO SETTLE ALL
QUESTIONS, DIFFICULTIES OR DOUBTS THAT MAY
ARISE IN REGARD TO IMPLEMENTATION OF THE
RESOLUTION INCLUDING BUT NOT LIMITED TO
DETERMINATION OF ROLES AND
RESPONSIBILITIES/ SCOPE OF WORK OF THE
RESPECTIVE JOINT STATUTORY AUDITOR(S),
NEGOTIATING, FINALISING, AMENDING, SIGNING,
DELIVERING, EXECUTING, THE TERMS OF
APPOINTMENT INCLUDING ANY CONTRACTS OR
DOCUMENTS IN THIS REGARD, WITHOUT BEING
REQUIRED TO SEEK ANY FURTHER CONSENT OR
APPROVAL OF THE MEMBERS OF THE BANK
7 "RESOLVED THAT PURSUANT TO SECTIONS 152, Mgmt For For
161 AND OTHER APPLICABLE PROVISIONS, IF
ANY, OF THE COMPANIES ACT, 2013 AND THE
RELEVANT RULES THEREUNDER, THE BANKING
REGULATIONACT, 1949, RELEVANT CIRCULARS
ISSUED BY THE RBI FROM TIME TO TIME,
INCLUDING ANY AMENDMENTS, MODIFICATIONS,
VARIATIONS OR RE-ENACTMENTS THEREOF, THE
ARTICLES OF ASSOCIATION OF THE BANK, AND
RECOMMENDATION OF THE NOMINATION AND
REMUNERATION COMMITTEE AND THE BOARD OF
DIRECTORS OF THE BANK (HEREINAFTER REFERRED
TO AS THE "BOARD", WHICH TERM SHALL BE
DEEMED TO INCLUDE ANY COMMITTEE CONSTITUTED
/ EMPOWERED / TO BE CONSTITUTED BY THE
BOARD FROM TIME TO TIME TO EXERCISE ITS
POWERS CONFERRED BY THIS RESOLUTION), THE
RE-APPOINTMENT OF MRS. RENU KARNAD (DIN
00008064), BE AND IS HEREBY APPROVED BY THE
MEMBERS AS A NONEXECUTIVE DIRECTOR (NOMINEE
OF HOUSING DEVELOPMENT FINANCE CORPORATION
LIMITED, PROMOTER OF THE BANK), FOR A
SECOND TERM OF FIVE (5) YEARS WITH EFFECT
FROM SEPTEMBER 3, 2022 TILL SEPTEMBER 2,
2027, LIABLE TO RETIRE BY ROTATION.
RESOLVED FURTHER THAT MRS. RENU KARNAD
SHALL BE PAID SITTING FEES, REIMBURSED
EXPENSES FOR ATTENDING BOARD AND COMMITTEE
MEETINGS AS APPLICABLE AND FIXED
REMUNERATION OF INR 20,00,000 (RUPEES
TWENTY LAKHS ONLY) PER ANNUM FROM THE DATE
OF HER APPOINTMENT TILL THE END OF HER
TENURE, ON PROPORTIONATE BASIS, IN TERMS OF
THE RBI CIRCULAR ON CORPORATE GOVERNANCE IN
BANKS - APPOINTMENT OF DIRECTORS AND
CONSTITUTION OF COMMITTEES OF THE BOARD
DATED APRIL 26, 2021. RESOLVED FURTHER THAT
THE BOARD OF DIRECTORS OF THE BANK BE AND
IS HEREBY AUTHORIZED TO EXECUTE ALL SUCH
DOCUMENTS, INSTRUMENTS AND WRITINGS, AS
DEEMED NECESSARY, FILE REQUISITE FORMS OR
APPLICATIONS WITH STATUTORY/ REGULATORY
AUTHORITIES, WITH THE POWER TO SETTLE ALL
QUESTIONS, DIFFICULTIES OR DOUBTS THAT MAY
ARISE IN THIS REGARD, AS IT MAY IN ITS SOLE
AND ABSOLUTE DISCRETION DEEM FIT AND TO DO
ALL SUCH ACTS, DEEDS, MATTERS AND THINGS AS
MAY BE CONSIDERED NECESSARY AND APPROPRIATE
AND TO DELEGATE ALL OR ANY OF ITS POWERS
HEREIN CONFERRED TO ANY
DIRECTOR(S)/OFFICER(S) OF THE BANK, TO GIVE
EFFECT TO THIS RESOLUTION."
8 "RESOLVED THAT PURSUANT TO SECTION 42 AND Mgmt For For
OTHER APPLICABLE PROVISIONS, IF ANY, OF THE
COMPANIES ACT, 2013, RULE 14 AND OTHER
APPLICABLE PROVISIONS, IF ANY, OF THE
COMPANIES (PROSPECTUS AND ALLOTMENT OF
SECURITIES) RULES, 2014, THE COMPANIES
(SHARE CAPITAL AND DEBENTURE) RULES, 2014,
ANY OTHER APPLICABLE RULES, SECURITIES AND
EXCHANGE BOARD OF INDIA (ISSUE AND LISTING
OF DEBT SECURITIES) REGULATIONS, 2008, ANY
OTHER APPLICABLE PROVISIONS OF LAW, ANY
AMENDMENTS, MODIFICATIONS, VARIATIONS OR
RE-ENACTMENTS THERETO FROM TIME TO TIME,
AND THE RELEVANT PROVISIONS OF THE
MEMORANDUM AND ARTICLES OF ASSOCIATION OF
THE BANK AND SUBJECT TO SUCH OTHER
APPROVAL(S), CONSENT(S), PERMISSION(S) AND
SANCTION(S) AS MAY BE NECESSARY FROM THE
CONCERNED AUTHORITIES / REGULATORS /
STATUTORY AUTHORITY(IES), INCLUDING RESERVE
BANK OF INDIA ("RBI"), THE APPROVAL OF THE
MEMBERS OF THE BANK BE AND IS HEREBY
ACCORDED TO THE BOARD OF DIRECTORS OF THE
BANK (HEREINAFTER REFERRED TO AS "BOARD"
AND WHICH TERM SHALL BE DEEMED TO INCLUDE
ANY COMMITTEE OF THE BOARD OR ANY OTHER
PERSONS TO WHOM POWERS ARE DELEGATED BY THE
BOARD AS PERMITTED UNDER THE COMPANIES ACT,
2013 OR RULES THEREUNDER) FOR BORROWING /
RAISING FUNDS IN INDIAN OR FOREIGN CURRENCY
BY ISSUE OF UNSECURED PERPETUAL DEBT
INSTRUMENTS (PART OF ADDITIONAL TIER I
CAPITAL), TIER II CAPITAL BONDS AND LONG
TERM BONDS (FINANCING OF INFRASTRUCTURE AND
AFFORDABLE HOUSING), WHETHER IN INDIA OR
ABROAD, ON A PRIVATE PLACEMENT BASIS AND /
OR FOR MAKING OFFERS AND / OR INVITATIONS
THEREFOR AND / OR ISSUE(S) / ISSUANCES
THEREFOR, ON PRIVATE PLACEMENT BASIS, EVEN
IF THE AMOUNT TO BE BORROWED/ RAISED
EXCEEDS/WILL EXCEED THE LIMIT AS SPECIFIED
IN CLAUSE (C) OF SUB-SECTION (1) OF SECTION
180 OF THE COMPANIES ACT, 2013, FOR A
PERIOD OF ONE (1) YEAR FROM THE DATE
HEREOF, IN ONE OR MORE TRANCHES AND / OR
SERIES AND UNDER ONE OR MORE SHELF
DISCLOSURE DOCUMENTS AND / OR ONE OR MORE
ISSUES / LETTERS OF OFFER OR SUCH OTHER
DOCUMENTS OR AMENDMENTS / REVISIONS THEREOF
AND ON SUCHTERMS AND CONDITIONS FOR EACH
SERIES / TRANCHES INCLUDING THE PRICE,
COUPON, PREMIUM, DISCOUNT, TENOR, LISTING,
ETC. AS MAY BE DEEMED FIT BY THE BOARD, AS
PER THE STRUCTURE AND WITHIN THE LIMITS
PERMITTED BY THE RBI, OF AN AMOUNT IN
AGGREGATE NOT EXCEEDING INR 50,000 CRORES;
RESOLVED FURTHER THAT THE MEMBERS OF THE
BANK DO HEREBY ACCORD APPROVAL TO THE BOARD
OF DIRECTORS OF THE BANK TO SIGN AND
EXECUTE ALL SUCH DOCUMENTS, DEEDS AND
WRITINGS AND TO DO ALL SUCH ACTS, DEEDS,
MATTERS AND THINGS AS MAY BE DEEMED
NECESSARY, EXPEDIENT AND INCIDENTAL THERETO
WITH POWER TO SETTLE ALL QUESTIONS,
DIFFICULTIES OR DOUBTS THAT MAY ARISE WITH
REGARD TO ANY OF THE SAID MATTERS, AND TO
DELEGATE ALL OR ANY OF ITS POWERS HEREIN
CONFERRED TO ANY COMMITTEE OF DIRECTORS AND
/ OR DIRECTOR(S) AND / OR OFFICER(S) /
EMPLOYEE(S) OF THE BANK / ANY OTHER
PERSON(S) TO GIVE EFFECT TO THE AFORESAID
RESOLUTION
--------------------------------------------------------------------------------------------------------------------------
IQVIA HOLDINGS INC. Agenda Number: 935769628
--------------------------------------------------------------------------------------------------------------------------
Security: 46266C105
Meeting Type: Annual
Meeting Date: 18-Apr-2023
Ticker: IQV
ISIN: US46266C1053
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Carol J. Burt Mgmt Against Against
1b. Election of Director: Colleen A. Goggins Mgmt Against Against
1c. Election of Director: Sheila A. Stamps Mgmt For For
2. Approve an advisory (non-binding) Mgmt Against Against
resolution to approve IQVIA's executive
compensation (say-on-pay).
3. Approve a Company proposal to amend IQVIA's Mgmt Against Against
Certificate of Incorporation to adopt a
stockholders' right to request a special
stockholders' meeting.
4. If properly presented, a stockholder Shr For Against
proposal concerning special stockholder
meetings.
5. If properly presented, a stockholder Shr For Against
proposal for separate Chairman and Chief
Executive Officer roles.
6. Ratification of the appointment of Mgmt For For
PricewaterhouseCoopers LLP as IQVIA's
independent registered public accounting
firm for 2023.
--------------------------------------------------------------------------------------------------------------------------
JPMORGAN CHASE & CO. Agenda Number: 935797223
--------------------------------------------------------------------------------------------------------------------------
Security: 46625H100
Meeting Type: Annual
Meeting Date: 16-May-2023
Ticker: JPM
ISIN: US46625H1005
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Linda B. Bammann Mgmt For For
1b. Election of Director: Stephen B. Burke Mgmt For For
1c. Election of Director: Todd A. Combs Mgmt For For
1d. Election of Director: James S. Crown Mgmt For For
1e. Election of Director: Alicia Boler Davis Mgmt For For
1f. Election of Director: James Dimon Mgmt For For
1g. Election of Director: Timothy P. Flynn Mgmt For For
1h. Election of Director: Alex Gorsky Mgmt For For
1i. Election of Director: Mellody Hobson Mgmt For For
1j. Election of Director: Michael A. Neal Mgmt For For
1k. Election of Director: Phebe N. Novakovic Mgmt For For
1l. Election of Director: Virginia M. Rometty Mgmt For For
2. Advisory resolution to approve executive Mgmt For For
compensation
3. Advisory vote on frequency of advisory Mgmt 1 Year For
resolution to approve executive
compensation
4. Ratification of independent registered Mgmt For For
public accounting firm
5. Independent board chairman Shr Against For
6. Fossil fuel phase out Shr Against For
7. Amending public responsibility committee Shr Against For
charter to include mandate to oversee
animal welfare impact and risk
8. Special shareholder meeting improvement Shr Against For
9. Report on climate transition planning Shr Against For
10. Report on ensuring respect for civil Shr Against For
liberties
11. Report analyzing the congruence of the Shr Against For
company's political and electioneering
expenditures
12. Absolute GHG reduction goals Shr Against For
--------------------------------------------------------------------------------------------------------------------------
LINDE PLC Agenda Number: 935660200
--------------------------------------------------------------------------------------------------------------------------
Security: G5494J103
Meeting Type: Annual
Meeting Date: 25-Jul-2022
Ticker: LIN
ISIN: IE00BZ12WP82
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Stephen F. Angel Mgmt For For
1b. Election of Director: Sanjiv Lamba Mgmt For For
1c. Election of Director: Prof. DDr. Mgmt For For
Ann-Kristin Achleitner
1d. Election of Director: Dr. Thomas Enders Mgmt For For
1e. Election of Director: Edward G. Galante Mgmt For For
1f. Election of Director: Joe Kaeser Mgmt For For
1g. Election of Director: Dr. Victoria Ossadnik Mgmt For For
1h. Election of Director: Prof. Dr. Martin H. Mgmt For For
Richenhagen
1i. Election of Director: Alberto Weisser Mgmt For For
1j. Election of Director: Robert L. Wood Mgmt For For
2a. To ratify, on an advisory and non-binding Mgmt For For
basis, the appointment of
PricewaterhouseCoopers ("PWC") as the
independent auditor.
2b. To authorize the Board, acting through the Mgmt For For
Audit Committee, to determine PWC's
remuneration.
3. To approve, on an advisory and non-binding Mgmt For For
basis, the compensation of Linde plc's
Named Executive Officers, as disclosed in
the 2022 Proxy statement.
4. To approve, on an advisory and non-binding Mgmt For For
basis, the Directors' Remuneration Report
(excluding the Directors' Remuneration
Policy) as set forth in the Company's IFRS
Annual Report for the financial year ended
December 31, 2021, as required under Irish
law.
5. To determine the price range at which Linde Mgmt For For
plc can re-allot shares that it acquires as
treasury shares under Irish law.
6. To consider and vote on a shareholder Shr Against For
proposal regarding supermajority voting
requirements in Linde's Irish Constitution.
--------------------------------------------------------------------------------------------------------------------------
LINDE PLC Agenda Number: 935750819
--------------------------------------------------------------------------------------------------------------------------
Security: G5494J103
Meeting Type: Special
Meeting Date: 18-Jan-2023
Ticker: LIN
ISIN: IE00BZ12WP82
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To approve, subject to the approval by the Mgmt For For
requisite majorities at the Court Meeting,
the scheme of arrangement that is included
in Linde's Proxy Statement, referred to as
the "Scheme" or "Scheme of Arrangement," in
its original form or with or subject to any
modification, addition or condition
approved or imposed by the Irish High
Court.
2. To approve, subject to the Scheme becoming Mgmt For For
effective, an amendment to the articles of
association of Linde, which are part of the
Linde constitution, referred to as the
"Articles," in respect of certain mechanics
to effect the Scheme as set forth in
Linde's Proxy Statement.
3. To approve the Common Draft Terms of Merger Mgmt For For
dated December 2, 2022 between Linde and
New Linde, that are included in Linde's
Proxy Statement, whereupon and assuming the
other conditions to the merger are
satisfied, Linde would be merged with and
into New Linde, with New Linde surviving
the merger, and the directors of Linde be
authorized to take all steps necessary or
appropriate to execute and carry the merger
into effect.
--------------------------------------------------------------------------------------------------------------------------
LINDE PLC Agenda Number: 935750821
--------------------------------------------------------------------------------------------------------------------------
Security: G5494J111
Meeting Type: Special
Meeting Date: 18-Jan-2023
Ticker: LIN
ISIN:
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To approve the Scheme of Arrangement under Mgmt For For
Irish Law between Linde plc and the Scheme
Shareholders, in its original form or with
or subject to any modification(s),
addition(s) or condition(s) approved or
imposed by the Irish High Court.
--------------------------------------------------------------------------------------------------------------------------
LVMH MOET HENNESSY LOUIS VUITTON SE Agenda Number: 716830698
--------------------------------------------------------------------------------------------------------------------------
Security: F58485115
Meeting Type: MIX
Meeting Date: 20-Apr-2023
Ticker: MC
ISIN: FR0000121014
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT FOR SHAREHOLDERS NOT HOLDING SHARES Non-Voting
DIRECTLY WITH A FRENCH CUSTODIAN, VOTING
INSTRUCTIONS WILL BE FORWARDED TO YOUR
GLOBAL CUSTODIAN ON VOTE DEADLINE DATE. THE
GLOBAL CUSTODIAN AS THE REGISTERED
INTERMEDIARY WILL SIGN THE PROXY CARD AND
FORWARD TO THE LOCAL CUSTODIAN FOR LODGMENT
CMMT FOR FRENCH MEETINGS 'ABSTAIN' IS A VALID Non-Voting
VOTING OPTION. FOR ANY ADDITIONAL
RESOLUTIONS RAISED AT THE MEETING THE
VOTING INSTRUCTION WILL DEFAULT TO
'AGAINST.' IF YOUR CUSTODIAN IS COMPLETING
THE PROXY CARD, THE VOTING INSTRUCTION WILL
DEFAULT TO THE PREFERENCE OF YOUR CUSTODIAN
CMMT VOTING MUST BE LODGED WITH SHAREHOLDER Non-Voting
DETAILS AS PROVIDED BY YOUR CUSTODIAN BANK.
IF NO SHAREHOLDER DETAILS ARE PROVIDED,
YOUR INSTRUCTIONS MAY BE REJECTED
CMMT FOR SHAREHOLDERS HOLDING SHARES DIRECTLY Non-Voting
REGISTERED IN THEIR OWN NAME ON THE COMPANY
SHARE REGISTER, YOU SHOULD RECEIVE A PROXY
CARD/VOTING FORM DIRECTLY FROM THE ISSUER.
PLEASE SUBMIT YOUR VOTE DIRECTLY BACK TO
THE ISSUER VIA THE PROXY CARD/VOTING FORM,
DO NOT SUBMIT YOUR VOTE VIA BROADRIDGE
SYSTEMS/PLATFORMS OR YOUR INSTRUCTIONS MAY
BE REJECTED
CMMT PLEASE NOTE SHARE BLOCKING WILL APPLY FOR Non-Voting
ANY VOTED POSITIONS SETTLING THROUGH
EUROCLEAR BANK
CMMT PLEASE NOTE THAT IF YOU HOLD CREST Non-Voting
DEPOSITORY INTERESTS (CDIS) AND PARTICIPATE
AT THIS MEETING, YOU (OR YOUR CREST
SPONSORED MEMBER/CUSTODIAN) WILL BE
REQUIRED TO INSTRUCT A TRANSFER OF THE
RELEVANT CDIS TO THE ESCROW ACCOUNT
SPECIFIED IN THE ASSOCIATED CORPORATE EVENT
IN THE CREST SYSTEM. THIS TRANSFER WILL
NEED TO BE COMPLETED BY THE SPECIFIED CREST
SYSTEM DEADLINE. ONCE THIS TRANSFER HAS
SETTLED, THE CDIS WILL BE BLOCKED IN THE
CREST SYSTEM. THE CDIS WILL TYPICALLY BE
RELEASED FROM ESCROW AS SOON AS PRACTICABLE
ON RECORD DATE +1 DAY (OR ON MEETING DATE
+1 DAY IF NO RECORD DATE APPLIES) UNLESS
OTHERWISE SPECIFIED, AND ONLY AFTER THE
AGENT HAS CONFIRMED AVAILABILITY OF THE
POSITION. IN ORDER FOR A VOTE TO BE
ACCEPTED, THE VOTED POSITION MUST BE
BLOCKED IN THE REQUIRED ESCROW ACCOUNT IN
THE CREST SYSTEM. BY VOTING ON THIS
MEETING, YOUR CREST SPONSORED
MEMBER/CUSTODIAN MAY USE YOUR VOTE
INSTRUCTION AS THE AUTHORIZATION TO TAKE
THE NECESSARY ACTION WHICH WILL INCLUDE
TRANSFERRING YOUR INSTRUCTED POSITION TO
ESCROW. PLEASE CONTACT YOUR CREST SPONSORED
MEMBER/CUSTODIAN DIRECTLY FOR FURTHER
INFORMATION ON THE CUSTODY PROCESS AND
WHETHER OR NOT THEY REQUIRE SEPARATE
INSTRUCTIONS FROM YOU
CMMT INTERMEDIARY CLIENTS ONLY - PLEASE NOTE Non-Voting
THAT IF YOU ARE CLASSIFIED AS AN
INTERMEDIARY CLIENT UNDER THE SHAREHOLDER
RIGHTS DIRECTIVE II, YOU SHOULD BE
PROVIDING THE UNDERLYING SHAREHOLDER
INFORMATION AT THE VOTE INSTRUCTION LEVEL.
IF YOU ARE UNSURE ON HOW TO PROVIDE THIS
LEVEL OF DATA TO BROADRIDGE OUTSIDE OF
PROXYEDGE, PLEASE SPEAK TO YOUR DEDICATED
CLIENT SERVICE REPRESENTATIVE FOR
ASSISTANCE
CMMT PLEASE NOTE THAT IMPORTANT ADDITIONAL Non-Voting
MEETING INFORMATION IS AVAILABLE BY
CLICKING ON THE MATERIAL URL LINK:
https://www.journal-officiel.gouv.fr/telech
argements/BALO/pdf/2023/0313/202303132300500
.pdf
1 APPROVAL OF THE CORPORATE FINANCIAL Mgmt For For
STATEMENTS FOR THE FINANCIAL YEAR ENDED 31
DECEMBER 2022
2 APPROVAL OF THE CONSOLIDATED FINANCIAL Mgmt For For
STATEMENTS FOR THE FINANCIAL YEAR ENDED 31
DECEMBER 2022
3 ALLOCATION OF INCOME - SETTING OF THE Mgmt For For
DIVIDEND
4 APPROVAL OF REGULATED AGREEMENTS REFERRED Mgmt For For
TO IN ARTICLE L. 225-38 OF THE FRENCH
COMMERCIAL CODE
5 RENEWAL OF THE TERM OF OFFICE FOR MRS. Mgmt For For
DELPHINE ARNAULT AS DIRECTOR
6 RENEWAL OF THE TERM OF OFFICE FOR MR. Mgmt For For
ANTONIO BELLONI AS DIRECTOR
7 RENEWAL OF THE TERM OF OFFICE FOR MRS. Mgmt For For
MARIE-JOSEE KRAVIS AS DIRECTOR
8 RENEWAL OF THE TERM OF OFFICE FOR MRS. Mgmt For For
MARIE-LAURE SAUTY DE CHALON AS DIRECTOR
9 RENEWAL OF THE TERM OF OFFICE FOR MRS. Mgmt For For
NATACHA VALLA AS DIRECTOR
10 APPOINTMENT OF MR. LAURENT MIGNON AS Mgmt For For
DIRECTOR
11 RENEWAL OF THE TERM OF OFFICE FOR LORD Mgmt For For
POWELL OF BAYSWATER AS CENSOR
12 APPOINTMENT OF MR. DIEGO DELLA VALLE AS Mgmt For For
CENSOR
13 APPROVAL OF THE INFORMATION RELATING TO THE Mgmt Against Against
COMPENSATION OF CORPORATE OFFICERS, AS
REFERRED TO IN SECTION I OF ARTICLE
L.22-10-9 OF THE FRENCH COMMERCIAL CODE
14 APPROVAL OF THE COMPENSATION ELEMENTS PAID Mgmt Against Against
DURING THE FINANCIAL YEAR 2022 OR ALLOCATED
FOR THE SAME FINANCIAL YEAR TO MR. BERNARD
ARNAULT, CHAIRMAN AND CHIEF EXECUTIVE
OFFICER
15 APPROVAL OF THE COMPENSATION ELEMENTS PAID Mgmt Against Against
DURING FINANCIAL YEAR 2022 OR ALLOCATED FOR
THE SAME FINANCIAL YEAR TO MR. ANTONIO
BELLONI, DEPUTY CHIEF EXECUTIVE OFFICER
16 APPROVAL OF THE COMPENSATION POLICY FOR Mgmt For For
DIRECTORS
17 APPROVAL OF THE COMPENSATION POLICY FOR THE Mgmt Against Against
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
18 APPROVAL OF THE COMPENSATION POLICY FOR THE Mgmt Against Against
DEPUTY CHIEF EXECUTIVE OFFICER
19 AUTHORIZATION TO BE GRANTED TO THE BOARD OF Mgmt For For
DIRECTORS, FOR A PERIOD OF 18 MONTHS, TO
TRADE IN THE COMPANY'S SHARES AT A MAXIMUM
PURCHASE PRICE OF 1,200 EUROS PER SHARE,
FOR A MAXIMUM CUMULATIVE AMOUNT OF 60.4
BILLION EUROS
20 AUTHORIZATION TO BE GRANTED TO THE BOARD OF Mgmt For For
DIRECTORS, FOR A PERIOD OF 18 MONTHS, TO
REDUCE THE SHARE CAPITAL BY CANCELLING
SHARES HELD BY THE COMPANY FOLLOWING THE
REPURCHASE OF ITS OWN SHARES
21 DELEGATION OF AUTHORITY TO BE GRANTED TO Mgmt For For
THE BOARD OF DIRECTORS, FOR A PERIOD OF
TWENTY-SIX MONTHS, TO INCREASE THE CAPITAL
BY INCORPORATION OF PROFITS, RESERVES,
PREMIUMS OR OTHERS
22 DELEGATION OF AUTHORITY TO BE GRANTED TO Mgmt For For
THE BOARD OF DIRECTORS, FOR A PERIOD OF
TWENTY-SIX MONTHS, TO ISSUE COMMON SHARES,
AND/OR EQUITY SECURITIES GRANTING ACCESS TO
OTHER EQUITY SECURITIES OR GRANTING
ENTITLEMENT TO THE ALLOCATION OF DEBT
SECURITIES, AND/OR TRANSFERABLE SECURITIES
GRANTING ACCESS TO EQUITY SECURITIES TO BE
ISSUED WITH RETENTION OF THE PRE-EMPTIVE
SUBSCRIPTION RIGHT
23 DELEGATION OF AUTHORITY TO BE GRANTED TO Mgmt For For
THE BOARD OF DIRECTORS, FOR A PERIOD OF
TWENTY-SIX MONTHS, TO ISSUE BY PUBLIC
OFFERING (OTHER THAN THOSE REFERRED TO IN
SECTION 1 OF ARTICLE L. 411-2 OF THE FRENCH
MONETARY AND FINANCIAL CODE), COMMON
SHARES, AND/OR EQUITY SECURITIES GRANTING
ACCESS TO OTHER EQUITY SECURITIES OR
GRANTING ENTITLEMENT TO THE ALLOCATION OF
DEBT SECURITIES, AND/OR TRANSFERABLE
SECURITIES GRANTING ACCESS TO EQUITY
SECURITIES TO BE ISSUED, WITH CANCELLATION
OF THE PRE-EMPTIVE SUBSCRIPTION RIGHT WITH
THE OPTION OF A PRIORITY RIGHT
24 DELEGATION OF AUTHORITY GRANTED TO THE Mgmt For For
BOARD OF DIRECTORS, FOR A PERIOD OF
TWENTY-SIX MONTHS, TO ISSUE COMMON SHARES,
AND/OR EQUITY SECURITIES GRANTING ACCESS TO
OTHER EQUITY SECURITIES OR GRANTING
ENTITLEMENT TO THE ALLOCATION OF DEBT
SECURITIES, AND/OR TRANSFERABLE SECURITIES
GRANTING ACCESS TO EQUITY SECURITIES TO BE
ISSUED, WITH CANCELLATION OF THE
PRE-EMPTIVE SUBSCRIPTION RIGHT, FOR THE
BENEFIT OF QUALIFIED INVESTORS OR A LIMITED
CIRCLE OF INVESTORS
25 DELEGATION OF AUTHORITY TO BE GRANTED TO Mgmt For For
THE BOARD OF DIRECTORS, FOR A PERIOD OF
TWENTY-SIX MONTHS, TO INCREASE THE NUMBER
OF SECURITIES TO BE ISSUED IN THE EVENT OF
A CAPITAL INCREASE WITH RETENTION OR
CANCELLATION OF THE SHAREHOLDERS'
PRE-EMPTIVE SUBSCRIPTION RIGHT IN THE
CONTEXT OF OVER-ALLOTMENT OPTIONS IN CASE
OF OVERSUBSCRIPTION OF THE NUMBER OF
SECURITIES OFFERED
26 DELEGATION OF AUTHORITY GRANTED TO THE Mgmt For For
BOARD OF DIRECTORS, FOR A PERIOD OF
TWENTY-SIX MONTHS, TO ISSUE SHARES AND/OR
EQUITY SECURITIES GRANTING ACCESS TO OTHER
EQUITY SECURITIES OR TO THE ALLOCATION OF
DEBT SECURITIES AS COMPENSATION FOR
SECURITIES BROUGHT INTO ANY PUBLIC EXCHANGE
OFFER INITIATED BY THE COMPANY
27 DELEGATION OF POWERS GRANTED TO THE BOARD Mgmt For For
OF DIRECTORS, FOR A PERIOD OF TWENTY-SIX
MONTHS, TO ISSUE, WITHIN THE LIMIT OF 10%
OF THE SHARE CAPITAL, COMMON SHARES OR
EQUITY SECURITIES GRANTING ACCESS TO OTHER
EQUITY SECURITIES OF THE COMPANY OR
GRANTING ENTITLEMENT TO THE ALLOCATION OF
DEBT SECURITIES AS COMPENSATION FOR
CONTRIBUTIONS IN KIND OF EQUITY SECURITIES
OR TRANSFERABLE SECURITIES GRANTING ACCESS
TO THE CAPITAL, GRANTED TO THE COMPANY
28 AUTHORIZATION TO BE GRANTED TO THE BOARD OF Mgmt For For
DIRECTORS, FOR A PERIOD OF TWENTY-SIX
MONTHS, TO GRANT SHARE SUBSCRIPTION OPTIONS
WITH CANCELLATION OF THE SHAREHOLDERS'
PRE-EMPTIVE SUBSCRIPTION RIGHT, OR SHARE
PURCHASE OPTIONS TO EMPLOYEES AND/OR
EXECUTIVE CORPORATE OFFICERS OF THE COMPANY
AND RELATED ENTITIES, WITHIN THE LIMIT OF
1% OF THE CAPITAL
29 DELEGATION OF AUTHORITY TO GRANTED TO THE Mgmt For For
BOARD OF DIRECTORS, FOR A PERIOD OF
TWENTY-SIX MONTHS, TO ISSUE SHARES AND/OR
TRANSFERABLE SECURITIES GRANTING ACCESS TO
THE COMPANY'S CAPITAL, WITH CANCELLATION OF
SHAREHOLDERS' PRE-EMPTIVE SUBSCRIPTION
RIGHT, FOR THE BENEFIT OF MEMBERS OF THE
GROUP'S COMPANY SAVINGS PLAN(S), WITHIN THE
LIMIT OF 1% OF THE SHARE CAPITAL
30 SETTING OF THE OVERALL CEILING FOR Mgmt For For
IMMEDIATE OR FUTURE CAPITAL INCREASES
DECIDED IN ACCORDANCE WITH DELEGATIONS OF
AUTHORITY
--------------------------------------------------------------------------------------------------------------------------
MASTERCARD INCORPORATED Agenda Number: 935858437
--------------------------------------------------------------------------------------------------------------------------
Security: 57636Q104
Meeting Type: Annual
Meeting Date: 27-Jun-2023
Ticker: MA
ISIN: US57636Q1040
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. ELECTION OF DIRECTOR: Merit E. Janow Mgmt For For
1b. ELECTION OF DIRECTOR: Candido Bracher Mgmt For For
1c. ELECTION OF DIRECTOR: Richard K. Davis Mgmt For For
1d. ELECTION OF DIRECTOR: Julius Genachowski Mgmt For For
1e. ELECTION OF DIRECTOR: Choon Phong Goh Mgmt For For
1f. ELECTION OF DIRECTOR: Oki Matsumoto Mgmt For For
1g. ELECTION OF DIRECTOR: Michael Miebach Mgmt For For
1h. ELECTION OF DIRECTOR: Youngme Moon Mgmt For For
1i. ELECTION OF DIRECTOR: Rima Qureshi Mgmt For For
1j. ELECTION OF DIRECTOR: Gabrielle Sulzberger Mgmt For For
1k. ELECTION OF DIRECTOR: Harit Talwar Mgmt For For
1l. ELECTION OF DIRECTOR: Lance Uggla Mgmt For For
2. Advisory approval of Mastercard's executive Mgmt For For
compensation.
3. Advisory approval of the frequency of Mgmt 1 Year For
future advisory votes on executive
compensation.
4. Approval of Mastercard Incorporated Mgmt For For
Employee Stock Purchase Plan.
5. Ratification of the appointment of Mgmt For For
PricewaterhouseCoopers LLP as the
independent registered public accounting
firm for Mastercard for 2023.
6. Consideration of a stockholder proposal Shr Against For
requesting a report on ensuring respect for
civil liberties.
7. Consideration of a stockholder proposal Shr Against For
requesting a report on Mastercard's stance
on new Merchant Category Code.
8. Consideration of a stockholder proposal Shr Against For
requesting lobbying disclosure.
9. Consideration of a stockholder proposal Shr Against For
requesting stockholders approve advance
notice bylaw amendments.
10. Consideration of a stockholder proposal Shr Against For
requesting a report on the cost-benefit
analysis of diversity and inclusion
efforts.
--------------------------------------------------------------------------------------------------------------------------
METTLER-TOLEDO INTERNATIONAL INC. Agenda Number: 935778449
--------------------------------------------------------------------------------------------------------------------------
Security: 592688105
Meeting Type: Annual
Meeting Date: 04-May-2023
Ticker: MTD
ISIN: US5926881054
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Election of Director: Robert F. Spoerry Mgmt For For
1.2 Election of Director: Roland Diggelmann Mgmt For For
1.3 Election of Director: Domitille Doat-Le Mgmt For For
Bigot
1.4 Election of Director: Elisha W. Finney Mgmt For For
1.5 Election of Director: Richard Francis Mgmt For For
1.6 Election of Director: Michael A. Kelly Mgmt For For
1.7 Election of Director: Thomas P. Salice Mgmt For For
1.8 Election of Director: Ingrid Zhang Mgmt For For
2. RATIFICATION OF INDEPENDENT REGISTERED Mgmt For For
PUBLIC ACCOUNTING FIRM
3. ADVISORY VOTE TO APPROVE EXECUTIVE Mgmt For For
COMPENSATION
4 ADVISORY VOTE ON THE FREQUENCY OF ADVISORY Mgmt 1 Year For
VOTES TO APPROVE EXECUTIVE COMPENSATION
--------------------------------------------------------------------------------------------------------------------------
NOMURA RESEARCH INSTITUTE,LTD. Agenda Number: 717312627
--------------------------------------------------------------------------------------------------------------------------
Security: J5900F106
Meeting Type: AGM
Meeting Date: 23-Jun-2023
Ticker: 4307
ISIN: JP3762800005
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
Please reference meeting materials. Non-Voting
1.1 Appoint a Director Konomoto, Shingo Mgmt For For
1.2 Appoint a Director Fukami, Yasuo Mgmt For For
1.3 Appoint a Director Akatsuka, Yo Mgmt For For
1.4 Appoint a Director Ebato, Ken Mgmt For For
1.5 Appoint a Director Anzai, Hidenori Mgmt For For
1.6 Appoint a Director Tateno, Shuji Mgmt For For
1.7 Appoint a Director Sakata, Shinoi Mgmt For For
1.8 Appoint a Director Ohashi, Tetsuji Mgmt For For
1.9 Appoint a Director Kobori, Hideki Mgmt For For
2 Appoint a Corporate Auditor Inada, Yoichi Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
NVIDIA CORPORATION Agenda Number: 935863224
--------------------------------------------------------------------------------------------------------------------------
Security: 67066G104
Meeting Type: Annual
Meeting Date: 22-Jun-2023
Ticker: NVDA
ISIN: US67066G1040
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Robert K. Burgess Mgmt For For
1b. Election of Director: Tench Coxe Mgmt For For
1c. Election of Director: John O. Dabiri Mgmt For For
1d. Election of Director: Persis S. Drell Mgmt For For
1e. Election of Director: Jen-Hsun Huang Mgmt For For
1f. Election of Director: Dawn Hudson Mgmt For For
1g. Election of Director: Harvey C. Jones Mgmt For For
1h. Election of Director: Michael G. McCaffery Mgmt For For
1i. Election of Director: Stephen C. Neal Mgmt For For
1j. Election of Director: Mark L. Perry Mgmt For For
1k. Election of Director: A. Brooke Seawell Mgmt For For
1l. Election of Director: Aarti Shah Mgmt For For
1m. Election of Director: Mark A. Stevens Mgmt For For
2. Advisory approval of our executive Mgmt For For
compensation.
3. Advisory approval of the frequency of Mgmt 1 Year For
holding an advisory vote on our executive
compensation.
4. Ratification of the selection of Mgmt For For
PricewaterhouseCoopers LLP as our
independent registered public accounting
firm for fiscal year 2024.
--------------------------------------------------------------------------------------------------------------------------
ROPER TECHNOLOGIES, INC. Agenda Number: 935847989
--------------------------------------------------------------------------------------------------------------------------
Security: 776696106
Meeting Type: Annual
Meeting Date: 13-Jun-2023
Ticker: ROP
ISIN: US7766961061
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Election of Director for a one-year term: Mgmt For For
Shellye L. Archambeau
1.2 Election of Director for a one-year term: Mgmt For For
Amy Woods Brinkley
1.3 Election of Director for a one-year term: Mgmt For For
Irene M. Esteves
1.4 Election of Director for a one-year term: Mgmt For For
L. Neil Hunn
1.5 Election of Director for a one-year term: Mgmt For For
Robert D. Johnson
1.6 Election of Director for a one-year term: Mgmt For For
Thomas P. Joyce, Jr.
1.7 Election of Director for a one-year term: Mgmt For For
Laura G. Thatcher
1.8 Election of Director for a one-year term: Mgmt For For
Richard F. Wallman
1.9 Election of Director for a one-year term: Mgmt For For
Christopher Wright
2. Advisory vote to approve the compensation Mgmt For For
of our named executive officers.
3. To select, on an advisory basis, the Mgmt 1 Year For
frequency of the shareholder vote on the
compensation of our named executive
officers.
4. Ratification of the appointment of Mgmt For For
PricewaterhouseCoopers LLP as our
independent registered public accounting
firm for 2023.
5. Approve an amendment to and restatement of Mgmt Against Against
our Restated Certificate of Incorporation
to permit the exculpation of officers.
--------------------------------------------------------------------------------------------------------------------------
S&P GLOBAL INC. Agenda Number: 935790445
--------------------------------------------------------------------------------------------------------------------------
Security: 78409V104
Meeting Type: Annual
Meeting Date: 03-May-2023
Ticker: SPGI
ISIN: US78409V1044
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Marco Alvera Mgmt For For
1B. Election of Director: Jacques Esculier Mgmt For For
1C. Election of Director: Gay Huey Evans Mgmt For For
1D. Election of Director: William D. Green Mgmt For For
1E. Election of Director: Stephanie C. Hill Mgmt For For
1F. Election of Director: Rebecca Jacoby Mgmt For For
1G. Election of Director: Robert P. Kelly Mgmt For For
1H. Election of Director: Ian P. Livingston Mgmt For For
1I. Election of Director: Deborah D. McWhinney Mgmt For For
1J. Election of Director: Maria R. Morris Mgmt For For
1K. Election of Director: Douglas L. Peterson Mgmt For For
1L. Election of Director: Richard E. Thornburgh Mgmt For For
1M. Election of Director: Gregory Washington Mgmt For For
2. Approve, on an advisory basis, the Mgmt For For
executive compensation program for the
Company's named executive officers.
3. Approve, on an advisory basis, the Mgmt 1 Year For
frequency on which the Company conducts an
advisory vote on the executive compensation
program for the Company's named executive
officers.
4. Ratify the appointment of Ernst & Young LLP Mgmt For For
as the Company's independent auditor for
2023;
--------------------------------------------------------------------------------------------------------------------------
SALESFORCE, INC. Agenda Number: 935846127
--------------------------------------------------------------------------------------------------------------------------
Security: 79466L302
Meeting Type: Annual
Meeting Date: 08-Jun-2023
Ticker: CRM
ISIN: US79466L3024
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Marc Benioff Mgmt For For
1b. Election of Director: Laura Alber Mgmt For For
1c. Election of Director: Craig Conway Mgmt Against Against
1d. Election of Director: Arnold Donald Mgmt For For
1e. Election of Director: Parker Harris Mgmt For For
1f. Election of Director: Neelie Kroes Mgmt Against Against
1g. Election of Director: Sachin Mehra Mgmt For For
1h. Election of Director: Mason Morfit Mgmt For For
1i. Election of Director: Oscar Munoz Mgmt For For
1j. Election of Director: John V. Roos Mgmt Against Against
1k. Election of Director: Robin Washington Mgmt For For
1l. Election of Director: Maynard Webb Mgmt For For
1m. Election of Director: Susan Wojcicki Mgmt For For
2. Amendment and restatement of our 2013 Mgmt For For
Equity Incentive Plan to increase the
number of shares reserved for issuance.
3. Ratification of the appointment of Ernst & Mgmt For For
Young LLP as our independent registered
public accounting firm for the fiscal year
ending January 31, 2024.
4. An advisory vote to approve the fiscal 2023 Mgmt Against Against
compensation of our named executive
officers.
5. An advisory vote on the frequency of Mgmt 1 Year For
holding future advisory votes to approve
executive compensation.
6. A stockholder proposal requesting a policy Shr For Against
to require the Chair of the Board be an
independent member of the Board and not a
former CEO of the Company, if properly
presented at the meeting.
7. A stockholder proposal requesting a policy Shr Against For
to forbid all Company directors from
sitting on any other boards, if properly
presented at the meeting.
--------------------------------------------------------------------------------------------------------------------------
SCHNEIDER ELECTRIC SE Agenda Number: 716843570
--------------------------------------------------------------------------------------------------------------------------
Security: F86921107
Meeting Type: MIX
Meeting Date: 04-May-2023
Ticker: SU
ISIN: FR0000121972
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT FOR SHAREHOLDERS NOT HOLDING SHARES Non-Voting
DIRECTLY WITH A FRENCH CUSTODIAN, VOTING
INSTRUCTIONS WILL BE FORWARDED TO YOUR
GLOBAL CUSTODIAN ON VOTE DEADLINE DATE. THE
GLOBAL CUSTODIAN AS THE REGISTERED
INTERMEDIARY WILL SIGN THE PROXY CARD AND
FORWARD TO THE LOCAL CUSTODIAN FOR
LODGMENT.
CMMT FOR FRENCH MEETINGS 'ABSTAIN' IS A VALID Non-Voting
VOTING OPTION. FOR ANY ADDITIONAL
RESOLUTIONS RAISED AT THE MEETING THE
VOTING INSTRUCTION WILL DEFAULT TO
'AGAINST.' IF YOUR CUSTODIAN IS COMPLETING
THE PROXY CARD, THE VOTING INSTRUCTION WILL
DEFAULT TO THE PREFERENCE OF YOUR
CUSTODIAN.
CMMT VOTING MUST BE LODGED WITH SHAREHOLDER Non-Voting
DETAILS AS PROVIDED BY YOUR CUSTODIAN BANK.
IF NO SHAREHOLDER DETAILS ARE PROVIDED,
YOUR INSTRUCTIONS MAY BE REJECTED.
CMMT FOR SHAREHOLDERS HOLDING SHARES DIRECTLY Non-Voting
REGISTERED IN THEIR OWN NAME ON THE COMPANY
SHARE REGISTER, YOU SHOULD RECEIVE A PROXY
CARD/VOTING FORM DIRECTLY FROM THE ISSUER.
PLEASE SUBMIT YOUR VOTE DIRECTLY BACK TO
THE ISSUER VIA THE PROXY CARD/VOTING FORM,
DO NOT SUBMIT YOUR VOTE VIA BROADRIDGE
SYSTEMS/PLATFORMS OR YOUR INSTRUCTIONS MAY
BE REJECTED.
CMMT PLEASE NOTE THAT IF YOU HOLD CREST Non-Voting
DEPOSITORY INTERESTS (CDIS) AND PARTICIPATE
AT THIS MEETING, YOU (OR YOUR CREST
SPONSORED MEMBER/CUSTODIAN) WILL BE
REQUIRED TO INSTRUCT A TRANSFER OF THE
RELEVANT CDIS TO THE ESCROW ACCOUNT
SPECIFIED IN THE ASSOCIATED CORPORATE EVENT
IN THE CREST SYSTEM. THIS TRANSFER WILL
NEED TO BE COMPLETED BY THE SPECIFIED CREST
SYSTEM DEADLINE. ONCE THIS TRANSFER HAS
SETTLED, THE CDIS WILL BE BLOCKED IN THE
CREST SYSTEM. THE CDIS WILL TYPICALLY BE
RELEASED FROM ESCROW AS SOON AS PRACTICABLE
ON RECORD DATE +1 DAY (OR ON MEETING DATE
+1 DAY IF NO RECORD DATE APPLIES) UNLESS
OTHERWISE SPECIFIED, AND ONLY AFTER THE
AGENT HAS CONFIRMED AVAILABILITY OF THE
POSITION. IN ORDER FOR A VOTE TO BE
ACCEPTED, THE VOTED POSITION MUST BE
BLOCKED IN THE REQUIRED ESCROW ACCOUNT IN
THE CREST SYSTEM. BY VOTING ON THIS
MEETING, YOUR CREST SPONSORED
MEMBER/CUSTODIAN MAY USE YOUR VOTE
INSTRUCTION AS THE AUTHORIZATION TO TAKE
THE NECESSARY ACTION WHICH WILL INCLUDE
TRANSFERRING YOUR INSTRUCTED POSITION TO
ESCROW. PLEASE CONTACT YOUR CREST SPONSORED
MEMBER/CUSTODIAN DIRECTLY FOR FURTHER
INFORMATION ON THE CUSTODY PROCESS AND
WHETHER OR NOT THEY REQUIRE SEPARATE
INSTRUCTIONS FROM YOU
CMMT PLEASE NOTE SHARE BLOCKING WILL APPLY FOR Non-Voting
ANY VOTED POSITIONS SETTLING THROUGH
EUROCLEAR BANK.
1 APPROVAL OF STATUTORY FINANCIAL STATEMENTS Mgmt For For
FOR THE 2022 FISCAL YEAR
2 APPROVAL OF CONSOLIDATED FINANCIAL Mgmt For For
STATEMENTS FOR THE 2022 FISCAL YEAR
3 APPROPRIATION OF PROFIT FOR THE FISCAL YEAR Mgmt For For
AND SETTING THE DIVIDEND
4 APPROVAL OF REGULATED AGREEMENTS GOVERNED Mgmt For For
BY ARTICLE L. 225-38 ET SEQ. OF THE FRENCH
COMMERCIAL CODE
5 APPROVAL OF THE INFORMATION ON THE Mgmt For For
DIRECTORS AND THE CORPORATE OFFICERS
COMPENSATION PAID OR GRANTED FOR THE FISCAL
YEAR ENDING DECEMBER 31, 2022 MENTIONED IN
ARTICLE L. 22-10-9 OF THE FRENCH COMMERCIAL
CODE
6 APPROVAL OF THE COMPONENTS OF THE TOTAL Mgmt Against Against
COMPENSATION AND BENEFITS OF ALL TYPES PAID
DURING THE 2022 FISCAL YEAR OR AWARDED IN
RESPECT OF THE SAID FISCAL YEAR TO MR.
JEAN-PASCAL TRICOIRE
7 APPROVAL OF THE COMPENSATION POLICY FOR THE Mgmt For For
CHAIRMAN & CHIEF EXECUTIVE OFFICER, MR.
JEAN-PASCAL TRICOIRE, FOR THE PERIOD FROM
JANUARY 1 TO MAY 3, 2023
8 APPROVAL OF THE COMPENSATION POLICY FOR THE Mgmt For For
CHIEF EXECUTIVE OFFICER, MR. PETER HERWECK,
FOR THE PERIOD FROM MAY 4 TO DECEMBER 31,
2023
9 APPROVAL OF THE COMPENSATION POLICY FOR THE Mgmt For For
CHAIRMAN OF THE BOARD OF DIRECTORS, MR.
JEAN-PASCAL TRICOIRE, FOR THE PERIOD FROM
MAY 4 TO DECEMBER 31, 2023
10 DETERMINATION OF THE TOTAL ANNUAL Mgmt For For
COMPENSATION OF THE DIRECTORS
11 APPROVAL OF THE DIRECTORS COMPENSATION Mgmt For For
POLICY
12 RENEWAL OF THE TERM OF OFFICE OF MR. L?O Mgmt For For
APOTHEKER
13 RENEWAL OF THE TERM OF OFFICE OF MR. Mgmt For For
GREGORY SPIERKEL
14 RENEWAL OF THE TERM OF OFFICE OF MR. LIP-BU Mgmt For For
TAN
15 APPOINTMENT OF MR. ABHAY PARASNIS AS A Mgmt For For
DIRECTOR
16 APPOINTMENT OF MRS. GIULIA CHIERCHIA AS A Mgmt For For
DIRECTOR
17 OPINION ON THE COMPANY CLIMATE STRATEGY Mgmt For For
18 AUTHORIZATION GRANTED TO THE BOARD OF Mgmt For For
DIRECTORS TO BUY BACK COMPANY SHARES
19 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt For For
DIRECTORS TO INCREASE THE CAPITAL BY
ISSUING ORDINARY SHARES OR SECURITIES
GIVING ACCESS TO SHARE CAPITAL OF THE
COMPANY WITH SHAREHOLDERS PREFERENTIAL
SUBSCRIPTION RIGHT
20 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt For For
DIRECTORS TO INCREASE THE CAPITAL BY
ISSUING ORDINARY SHARES OR SECURITIES
GIVING ACCESS TO SHARE CAPITAL OF THE
COMPANY WITHOUT SHAREHOLDERS PREFERENTIAL
SUBSCRIPTION RIGHT THROUGH A PUBLIC
OFFERING OTHER THAN THOSE REFERRED TO IN
ARTICLE L. 411-2 1N OF THE FRENCH MONETARY
AND FINANCIAL CODE
21 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt For For
DIRECTORS TO INCREASE THE CAPITAL BY
ISSUING ORDINARY SHARES OR SECURITIES
GIVING ACCESS TO SHARE CAPITAL OF THE
COMPANY WITHOUT SHAREHOLDERS PREFERENTIAL
SUBSCRIPTION RIGHT THROUGH AN OFFERING IN
ACCORDANCE WITH ARTICLE L. 411-2 1N OF THE
FRENCH MONETARY AND FINANCIAL CODE
22 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt For For
DIRECTORS TO INCREASE THE NUMBER OF SHARES
TO BE ISSUED IN THE EVENT OF A CAPITAL
INCREASE WITH OR WITHOUT SHAREHOLDERS
PREFERENTIAL SUBSCRIPTION RIGHT
23 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt For For
DIRECTORS TO INCREASE THE CAPITAL BY
ISSUING ORDINARY SHARES OR SECURITIES
GIVING ACCESS TO SHARE CAPITAL OF THE
COMPANY WITHOUT SHAREHOLDERS PREFERENTIAL
SUBSCRIPTION RIGHT IN CONSIDERATION FOR
CONTRIBUTIONS IN KIND TO THE COMPANY
24 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt For For
DIRECTORS TO INCREASE THE CAPITAL BY
CAPITALIZING ADDITIONAL PAID-IN CAPITAL,
RESERVES, EARNINGS OR OTHER
25 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt For For
DIRECTORS TO UNDERTAKE CAPITAL INCREASES
RESERVED FOR PARTICIPANTS IN A COMPANY
SAVINGS PLAN WITHOUT SHAREHOLDERS
PREFERENTIAL SUBSCRIPTION RIGHT
26 DELEGATION OF AUTHORITY TO THE BOARD OF Mgmt For For
DIRECTORS TO UNDERTAKE CAPITAL INCREASES
RESERVED FOR EMPLOYEES OF CERTAIN
NON-FRENCH SUBSIDIARIES OF THE GROUP,
DIRECTLY OR VIA ENTITIES ACTING TO OFFER
THOSE EMPLOYEES BENEFITS COMPARABLE TO
THOSE OFFERED TO PARTICIPANTS IN A COMPANY
SAVINGS PLAN WITHOUT SHAREHOLDERS
PREFERENTIAL SUBSCRIPTION RIGHT
27 AUTHORIZATION TO THE BOARD OF DIRECTORS TO Mgmt For For
CANCEL SHARES OF THE COMPANY BOUGHT BACK BY
THE COMPANY UNDER THE SHARE BUYBACK
PROGRAMS
28 POWERS FOR FORMALITIES Mgmt For For
CMMT PLEASE NOTE THAT IMPORTANT ADDITIONAL Non-Voting
MEETING INFORMATION IS AVAILABLE BY
CLICKING ON THE MATERIAL URL LINK:
https://www.journal-officiel.gouv.fr/telech
argements/BALO/pdf/2023/0327/202303272300691
.pdf
CMMT INTERMEDIARY CLIENTS ONLY - PLEASE NOTE Non-Voting
THAT IF YOU ARE CLASSIFIED AS AN
INTERMEDIARY CLIENT UNDER THE SHAREHOLDER
RIGHTS DIRECTIVE II, YOU SHOULD BE
PROVIDING THE UNDERLYING SHAREHOLDER
INFORMATION AT THE VOTE INSTRUCTION LEVEL.
IF YOU ARE UNSURE ON HOW TO PROVIDE THIS
LEVEL OF DATA TO BROADRIDGE OUTSIDE OF
PROXYEDGE, PLEASE SPEAK TO YOUR DEDICATED
CLIENT SERVICE REPRESENTATIVE FOR
ASSISTANCE
--------------------------------------------------------------------------------------------------------------------------
TAIWAN SEMICONDUCTOR MANUFACTURING CO LTD Agenda Number: 717197835
--------------------------------------------------------------------------------------------------------------------------
Security: Y84629107
Meeting Type: AGM
Meeting Date: 06-Jun-2023
Ticker: 2330
ISIN: TW0002330008
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 TO ACCEPT 2022 BUSINESS REPORT AND Mgmt For For
FINANCIAL STATEMENTS.
2 TO APPROVE THE ISSUANCE OF EMPLOYEE Mgmt For For
RESTRICTED STOCK AWARDS FOR YEAR 2023.
3 TO REVISE THE PROCEDURES FOR ENDORSEMENT Mgmt For For
AND GUARANTEE.
4 IN ORDER TO REFLECT THE AUDIT COMMITTEE Mgmt For For
NAME CHANGE TO THE AUDIT AND RISK
COMMITTEE, TO REVISE THE NAME OF AUDIT
COMMITTEE IN THE FOLLOWING TSMC
POLICIES,(I). PROCEDURES FOR ACQUISITION OR
DISPOSAL OF ASSETS. (II). PROCEDURES FOR
FINANCIAL DERIVATIVES TRANSACTIONS. (III).
PROCEDURES FOR LENDING FUNDS TO OTHER
PARTIES. (IV). PROCEDURES FOR ENDORSEMENT
AND GUARANTEE.
--------------------------------------------------------------------------------------------------------------------------
TEXAS INSTRUMENTS INCORPORATED Agenda Number: 935777120
--------------------------------------------------------------------------------------------------------------------------
Security: 882508104
Meeting Type: Annual
Meeting Date: 27-Apr-2023
Ticker: TXN
ISIN: US8825081040
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Mark A. Blinn Mgmt For For
1b. Election of Director: Todd M. Bluedorn Mgmt For For
1c. Election of Director: Janet F. Clark Mgmt For For
1d. Election of Director: Carrie S. Cox Mgmt For For
1e. Election of Director: Martin S. Craighead Mgmt For For
1f. Election of Director: Curtis C. Farmer Mgmt For For
1g. Election of Director: Jean M. Hobby Mgmt For For
1h. Election of Director: Haviv Ilan Mgmt For For
1i. Election of Director: Ronald Kirk Mgmt For For
1j. Election of Director: Pamela H. Patsley Mgmt For For
1k. Election of Director: Robert E. Sanchez Mgmt For For
1l. Election of Director: Richard K. Templeton Mgmt For For
2. Board proposal to approve amendment and Mgmt For For
restatement of the TI Employees 2014 Stock
Purchase Plan to extend the termination
date.
3. Board proposal regarding advisory vote on Mgmt 1 Year For
the frequency of future advisory votes on
executive compensation.
4. Board proposal regarding advisory approval Mgmt For For
of the Company's executive compensation.
5. Board proposal to ratify the appointment of Mgmt For For
Ernst & Young LLP as the Company's
independent registered public accounting
firm for 2023.
6. Stockholder proposal to permit a combined Shr For Against
10% of stockholders to call a special
meeting.
7. Stockholder proposal to report on due Shr For Against
diligence efforts to trace end-user misuse
of company products.
--------------------------------------------------------------------------------------------------------------------------
THE ESTEE LAUDER COMPANIES INC. Agenda Number: 935714659
--------------------------------------------------------------------------------------------------------------------------
Security: 518439104
Meeting Type: Annual
Meeting Date: 18-Nov-2022
Ticker: EL
ISIN: US5184391044
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Class II Director: Ronald S. Mgmt For For
Lauder
1b. Election of Class II Director: William P. Mgmt For For
Lauder
1c. Election of Class II Director: Richard D. Mgmt For For
Parsons
1d. Election of Class II Director: Lynn Mgmt For For
Forester de Rothschild
1e. Election of Class II Director: Jennifer Mgmt For For
Tejada
1f. Election of Class II Director: Richard F. Mgmt For For
Zannino
2. Ratification of appointment of Mgmt For For
PricewaterhouseCoopers LLP as independent
auditors for the 2023 fiscal year.
3. Advisory vote to approve executive Mgmt Against Against
compensation.
--------------------------------------------------------------------------------------------------------------------------
THE GOLDMAN SACHS GROUP, INC. Agenda Number: 935777702
--------------------------------------------------------------------------------------------------------------------------
Security: 38141G104
Meeting Type: Annual
Meeting Date: 26-Apr-2023
Ticker: GS
ISIN: US38141G1040
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Michele Burns Mgmt For For
1b. Election of Director: Mark Flaherty Mgmt For For
1c. Election of Director: Kimberley Harris Mgmt For For
1d. Election of Director: Kevin Johnson Mgmt For For
1e. Election of Director: Ellen Kullman Mgmt For For
1f. Election of Director: Lakshmi Mittal Mgmt For For
1g. Election of Director: Adebayo Ogunlesi Mgmt For For
1h. Election of Director: Peter Oppenheimer Mgmt For For
1i. Election of Director: David Solomon Mgmt For For
1j. Election of Director: Jan Tighe Mgmt For For
1k. Election of Director: Jessica Uhl Mgmt For For
1l. Election of Director: David Viniar Mgmt For For
2. Advisory Vote to Approve Executive Mgmt For For
Compensation (Say on Pay)
3. Advisory Vote on the Frequency of Say on Mgmt 1 Year For
Pay
4. Ratification of PricewaterhouseCoopers LLP Mgmt For For
as our Independent Registered Public
Accounting Firm for 2023
5. Shareholder Proposal Regarding a Report on Shr For Against
Lobbying
6. Shareholder Proposal Regarding a Policy for Shr Against For
an Independent Chair
7. Shareholder Proposal Regarding Chinese Shr Against For
Congruency of Certain ETFs
8. Shareholder Proposal Regarding a Racial Shr Against For
Equity Audit
9. Shareholder Proposal Regarding a Policy to Shr Against For
Phase Out Fossil Fuel-Related Lending &
Underwriting Activities
10. Shareholder Proposal Regarding Disclosure Shr Against For
of 2030 Absolute Greenhouse Gas Reduction
Goals
11. Shareholder Proposal Regarding Climate Shr Against For
Transition Report
12. Shareholder Proposal Regarding Reporting on Shr Against For
Pay Equity
--------------------------------------------------------------------------------------------------------------------------
THE HOME DEPOT, INC. Agenda Number: 935795659
--------------------------------------------------------------------------------------------------------------------------
Security: 437076102
Meeting Type: Annual
Meeting Date: 18-May-2023
Ticker: HD
ISIN: US4370761029
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Gerard J. Arpey Mgmt For For
1b. Election of Director: Ari Bousbib Mgmt For For
1c. Election of Director: Jeffery H. Boyd Mgmt For For
1d. Election of Director: Gregory D. Brenneman Mgmt For For
1e. Election of Director: J. Frank Brown Mgmt For For
1f. Election of Director: Albert P. Carey Mgmt For For
1g. Election of Director: Edward P. Decker Mgmt For For
1h. Election of Director: Linda R. Gooden Mgmt For For
1i. Election of Director: Wayne M. Hewett Mgmt For For
1j. Election of Director: Manuel Kadre Mgmt For For
1k. Election of Director: Stephanie C. Linnartz Mgmt For For
1l. Election of Director: Paula Santilli Mgmt For For
1m. Election of Director: Caryn Seidman-Becker Mgmt For For
2. Ratification of the Appointment of KPMG LLP Mgmt For For
3. Advisory Vote to Approve Executive Mgmt For For
Compensation ("Say-on-Pay")
4. Advisory Vote on the Frequency of Future Mgmt 1 Year For
Say-on-Pay Votes
5. Shareholder Proposal Regarding Amendment of Shr Against For
Shareholder Written Consent Right
6. Shareholder Proposal Regarding Independent Shr Against For
Board Chair
7. Shareholder Proposal Regarding Political Shr Against For
Contributions Congruency Analysis
8. Shareholder Proposal Regarding Rescission Shr Against For
of Racial Equity Audit Proposal Vote
9. Shareholder Proposal Regarding Senior Shr Against For
Management Commitment to Avoid Political
Speech
--------------------------------------------------------------------------------------------------------------------------
UNITEDHEALTH GROUP INCORPORATED Agenda Number: 935835237
--------------------------------------------------------------------------------------------------------------------------
Security: 91324P102
Meeting Type: Annual
Meeting Date: 05-Jun-2023
Ticker: UNH
ISIN: US91324P1021
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Timothy Flynn Mgmt For For
1b. Election of Director: Paul Garcia Mgmt For For
1c. Election of Director: Kristen Gil Mgmt For For
1d. Election of Director: Stephen Hemsley Mgmt For For
1e. Election of Director: Michele Hooper Mgmt For For
1f. Election of Director: F. William McNabb III Mgmt For For
1g. Election of Director: Valerie Montgomery Mgmt For For
Rice, M.D.
1h. Election of Director: John Noseworthy, M.D. Mgmt For For
1i. Election of Director: Andrew Witty Mgmt For For
2. Advisory approval of the Company's Mgmt For For
executive compensation.
3. Advisory approval of the frequency of Mgmt 1 Year For
holding future say-on-pay votes.
4. Ratification of the appointment of Deloitte Mgmt For For
& Touche LLP as the independent registered
public accounting firm for the Company for
the year ending December 31, 2023.
5. If properly presented at the 2023 Annual Shr Against For
Meeting of Shareholders, the shareholder
proposal seeking a third-party racial
equity audit.
6. If properly presented at the 2023 Annual Shr Against For
Meeting of Shareholders, the shareholder
proposal requiring a political
contributions congruency report.
7. If properly presented at the 2023 Annual Shr For Against
Meeting of Shareholders, the shareholder
proposal seeking shareholder ratification
of termination pay.
--------------------------------------------------------------------------------------------------------------------------
VINCI SA Agenda Number: 716829532
--------------------------------------------------------------------------------------------------------------------------
Security: F5879X108
Meeting Type: MIX
Meeting Date: 13-Apr-2023
Ticker:
ISIN: FR0000125486
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT FOR SHAREHOLDERS NOT HOLDING SHARES Non-Voting
DIRECTLY WITH A FRENCH CUSTODIAN, VOTING
INSTRUCTIONS WILL BE FORWARDED TO YOUR
GLOBAL CUSTODIAN ON VOTE DEADLINE DATE. THE
GLOBAL CUSTODIAN AS THE REGISTERED
INTERMEDIARY WILL SIGN THE PROXY CARD AND
FORWARD TO THE LOCAL CUSTODIAN FOR LODGMENT
CMMT FOR FRENCH MEETINGS 'ABSTAIN' IS A VALID Non-Voting
VOTING OPTION. FOR ANY ADDITIONAL
RESOLUTIONS RAISED AT THE MEETING THE
VOTING INSTRUCTION WILL DEFAULT TO
'AGAINST.' IF YOUR CUSTODIAN IS COMPLETING
THE PROXY CARD, THE VOTING INSTRUCTION WILL
DEFAULT TO THE PREFERENCE OF YOUR CUSTODIAN
CMMT VOTING MUST BE LODGED WITH SHAREHOLDER Non-Voting
DETAILS AS PROVIDED BY YOUR CUSTODIAN BANK.
IF NO SHAREHOLDER DETAILS ARE PROVIDED,
YOUR INSTRUCTIONS MAY BE REJECTED
CMMT FOR SHAREHOLDERS HOLDING SHARES DIRECTLY Non-Voting
REGISTERED IN THEIR OWN NAME ON THE COMPANY
SHARE REGISTER, YOU SHOULD RECEIVE A PROXY
CARD/VOTING FORM DIRECTLY FROM THE ISSUER.
PLEASE SUBMIT YOUR VOTE DIRECTLY BACK TO
THE ISSUER VIA THE PROXY CARD/VOTING FORM,
DO NOT SUBMIT YOUR VOTE VIA BROADRIDGE
SYSTEMS/PLATFORMS OR YOUR INSTRUCTIONS MAY
BE REJECTED
1 APPROVE CONSOLIDATED FINANCIAL STATEMENTS Mgmt For For
AND STATUTORY REPORTS
2 APPROVE FINANCIAL STATEMENTS AND STATUTORY Mgmt For For
REPORTS
3 APPROVE ALLOCATION OF INCOME AND DIVIDENDS Mgmt For For
OF EUR 4 PER SHARE
4 REELECT CAROLINE GREGOIRE SAINTE MARIE AS Mgmt For For
DIRECTOR
5 ELECT CARLOS AGUILAR AS DIRECTOR Mgmt For For
6 ELECT ANNETTE MESSEMER AS DIRECTOR Mgmt For For
7 ELECT DOMINIQUE MULLER AS REPRESENTATIVE OF Mgmt For For
EMPLOYEE SHAREHOLDERS TO THE BOARD
8 ELECT AGNES DANEY DE MARCILLAC AS Mgmt For For
REPRESENTATIVE OF EMPLOYEE SHAREHOLDERS TO
THE BOARD
9 ELECT RONALD KOUWENHOVEN AS REPRESENTATIVE Mgmt For For
OF EMPLOYEE SHAREHOLDERS TO THE BOARD
10 AUTHORIZE REPURCHASE OF UP TO 10 PERCENT OF Mgmt For For
ISSUED SHARE CAPITAL
11 APPROVE REMUNERATION POLICY OF DIRECTORS Mgmt For For
12 APPROVE REMUNERATION POLICY OF XAVIER Mgmt For For
HUILLARD, CHAIRMAN AND CEO
13 APPROVE COMPENSATION REPORT Mgmt For For
14 APPROVE COMPENSATION OF XAVIER HUILLARD, Mgmt For For
CHAIRMAN AND CEO
15 AUTHORIZE DECREASE IN SHARE CAPITAL VIA Mgmt For For
CANCELLATION OF REPURCHASED SHARES
16 AUTHORIZE CAPITALIZATION OF RESERVES FOR Mgmt For For
BONUS ISSUE OR INCREASE IN PAR VALUE
17 AUTHORIZE ISSUANCE OF EQUITY OR Mgmt For For
EQUITY-LINKED SECURITIES WITH PREEMPTIVE
RIGHTS UP TO AGGREGATE NOMINAL AMOUNT OF
EUR 300 MILLION
18 AUTHORIZE ISSUANCE OF EQUITY OR Mgmt For For
EQUITY-LINKED SECURITIES WITHOUT PREEMPTIVE
RIGHTS UP TO AGGREGATE NOMINAL AMOUNT OF
EUR 150 MILLION
19 APPROVE ISSUANCE OF EQUITY OR EQUITY-LINKED Mgmt For For
SECURITIES FOR PRIVATE PLACEMENTS, UP TO
AGGREGATE NOMINAL AMOUNT OF EUR 150 MILLION
20 AUTHORIZE BOARD TO INCREASE CAPITAL IN THE Mgmt For For
EVENT OF ADDITIONAL DEMAND RELATED TO
DELEGATION SUBMITTED TO SHAREHOLDER VOTE
UNDER ITEMS 17-19
21 AUTHORIZE CAPITAL INCREASE OF UP TO 10 Mgmt For For
PERCENT OF ISSUED CAPITAL FOR CONTRIBUTIONS
IN KIND
22 AUTHORIZE CAPITAL ISSUANCES FOR USE IN Mgmt For For
EMPLOYEE STOCK PURCHASE PLANS
23 AUTHORIZE CAPITAL ISSUANCES FOR USE IN Mgmt For For
EMPLOYEE STOCK PURCHASE PLANS RESERVED FOR
EMPLOYEES OF INTERNATIONAL SUBSIDIARIES
24 AUTHORIZE UP TO 1 PERCENT OF ISSUED CAPITAL Mgmt For For
FOR USE IN RESTRICTED STOCK PLANS RESERVED
FOR EMPLOYEES WITH PERFORMANCE CONDITIONS
ATTACHED
25 AUTHORIZE FILING OF REQUIRED Mgmt For For
DOCUMENTS/OTHER FORMALITIES
CMMT INTERMEDIARY CLIENTS ONLY - PLEASE NOTE Non-Voting
THAT IF YOU ARE CLASSIFIED AS AN
INTERMEDIARY CLIENT UNDER THE SHAREHOLDER
RIGHTS DIRECTIVE II, YOU SHOULD BE
PROVIDING THE UNDERLYING SHAREHOLDER
INFORMATION AT THE VOTE INSTRUCTION LEVEL.
IF YOU ARE UNSURE ON HOW TO PROVIDE THIS
LEVEL OF DATA TO BROADRIDGE OUTSIDE OF
PROXYEDGE, PLEASE SPEAK TO YOUR DEDICATED
CLIENT SERVICE REPRESENTATIVE FOR
ASSISTANCE
CMMT 27 MAR 2023: PLEASE NOTE THAT IMPORTANT Non-Voting
ADDITIONAL MEETING INFORMATION IS AVAILABLE
BY CLICKING ON THE MATERIAL URL LINKS:
https://www.vinci.com/vinci.nsf/fr/actionna
ires-assemblees-generales/pages/index.htm
and HYPERLINK:
https://www.journal-officiel.gouv.fr/telech
argements/balo/pdf/2023/0322/202303222300617
.pdf AND PLEASE NOTE THAT THIS IS A REVISION
DUE TO CHANGE IN NUMBERING OF ALL
RESOLUTIONS. IF YOU HAVE ALREADY SENT IN
YOUR VOTES TO MID 879483, PLEASE DO NOT
VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR
ORIGINAL INSTRUCTIONS. THANK YOU
CMMT PLEASE NOTE THAT IF YOU HOLD CREST Non-Voting
DEPOSITORY INTERESTS (CDIS) AND PARTICIPATE
AT THIS MEETING, YOU (OR YOUR CREST
SPONSORED MEMBER/CUSTODIAN) WILL BE
REQUIRED TO INSTRUCT A TRANSFER OF THE
RELEVANT CDIS TO THE ESCROW ACCOUNT
SPECIFIED IN THE ASSOCIATED CORPORATE EVENT
IN THE CREST SYSTEM. THIS TRANSFER WILL
NEED TO BE COMPLETED BY THE SPECIFIED CREST
SYSTEM DEADLINE. ONCE THIS TRANSFER HAS
SETTLED, THE CDIS WILL BE BLOCKED IN THE
CREST SYSTEM. THE CDIS WILL TYPICALLY BE
RELEASED FROM ESCROW AS SOON AS PRACTICABLE
ON RECORD DATE +1 DAY (OR ON MEETING DATE
+1 DAY IF NO RECORD DATE APPLIES) UNLESS
OTHERWISE SPECIFIED, AND ONLY AFTER THE
AGENT HAS CONFIRMED AVAILABILITY OF THE
POSITION. IN ORDER FOR A VOTE TO BE
ACCEPTED, THE VOTED POSITION MUST BE
BLOCKED IN THE REQUIRED ESCROW ACCOUNT IN
THE CREST SYSTEM. BY VOTING ON THIS
MEETING, YOUR CREST SPONSORED
MEMBER/CUSTODIAN MAY USE YOUR VOTE
INSTRUCTION AS THE AUTHORIZATION TO TAKE
THE NECESSARY ACTION WHICH WILL INCLUDE
TRANSFERRING YOUR INSTRUCTED POSITION TO
ESCROW. PLEASE CONTACT YOUR CREST SPONSORED
MEMBER/CUSTODIAN DIRECTLY FOR FURTHER
INFORMATION ON THE CUSTODY PROCESS AND
WHETHER OR NOT THEY REQUIRE SEPARATE
INSTRUCTIONS FROM YOU
CMMT PLEASE NOTE SHARE BLOCKING WILL APPLY FOR Non-Voting
ANY VOTED POSITIONS SETTLING THROUGH
EUROCLEAR BANK
CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO Non-Voting
MEETING ID 868200 DUE TO SLIB VOTING TAG
CHANGES TO Y. ALL VOTES RECEIVED ON THE
PREVIOUS MEETING WILL BE DISREGARDED IF
VOTE DEADLINE EXTENSIONS ARE GRANTED.
THEREFORE PLEASE REINSTRUCT ON THIS MEETING
NOTICE ON THE NEW JOB. IF HOWEVER VOTE
DEADLINE EXTENSIONS ARE NOT GRANTED IN THE
MARKET, THIS MEETING WILL BE CLOSED AND
YOUR VOTE INTENTIONS ON THE ORIGINAL
MEETING WILL BE APPLICABLE. PLEASE ENSURE
VOTING IS SUBMITTED PRIOR TO CUTOFF ON THE
ORIGINAL MEETING, AND AS SOON AS POSSIBLE
ON THIS NEW AMENDED MEETING. THANK YOU.
--------------------------------------------------------------------------------------------------------------------------
ZIONS BANCORPORATION Agenda Number: 935776015
--------------------------------------------------------------------------------------------------------------------------
Security: 989701107
Meeting Type: Annual
Meeting Date: 05-May-2023
Ticker: ZION
ISIN: US9897011071
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Maria Contreras-Sweet Mgmt For For
1B. Election of Director: Gary L. Crittenden Mgmt For For
1C. Election of Director: Suren K. Gupta Mgmt For For
1D. Election of Director: Claire A. Huang Mgmt For For
1E. Election of Director: Vivian S. Lee Mgmt For For
1F. Election of Director: Scott J. McLean Mgmt For For
1G. Election of Director: Edward F. Murphy Mgmt For For
1H. Election of Director: Stephen D. Quinn Mgmt For For
1I. Election of Director: Harris H. Simmons Mgmt For For
1J. Election of Director: Aaron B. Skonnard Mgmt For For
1K. Election of Director: Barbara A. Yastine Mgmt For For
2. Ratification of the appointment of Ernst & Mgmt For For
Young LLP as the Independent Registered
Public Accounting Firm to audit the Bank's
financial statements for the current fiscal
year.
3. Approval, on a nonbinding advisory basis, Mgmt For For
of the compensation paid to the Bank's
named executive officers with respect to
fiscal year ended December 31, 2022.
Loomis Sayles Growth Fund
--------------------------------------------------------------------------------------------------------------------------
ALIBABA GROUP HOLDING LIMITED Agenda Number: 935699807
--------------------------------------------------------------------------------------------------------------------------
Security: 01609W102
Meeting Type: Annual
Meeting Date: 30-Sep-2022
Ticker: BABA
ISIN: US01609W1027
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Election of Director: DANIEL YONG ZHANG (To Mgmt For For
serve as a Group II director for a term of
office to expire at the third succeeding
annual general meeting after his or her
election.)
1.2 Election of Director: JERRY YANG (To serve Mgmt For For
as a Group II director for a term of office
to expire at the third succeeding annual
general meeting after his or her election.)
1.3 Election of Director: WAN LING MARTELLO (To Mgmt For For
serve as a Group II director for a term of
office to expire at the third succeeding
annual general meeting after his or her
election.)
1.4 Election of Director: WEIJIAN SHAN (To Mgmt For For
serve the remaining term of the Company's
Group I directors, which will end at the
Company's 2024 annual general meeting.)
1.5 Election of Director: IRENE YUN-LIEN LEE Mgmt For For
(To serve the remaining term of the
Company's Group I directors, which will end
at the Company's 2024 annual general
meeting.)
1.6 Election of Director: ALBERT KONG PING NG Mgmt For For
(To serve as a Group II director for a term
of office to expire at the third succeeding
annual general meeting after his or her
election.)
2. Ratify the appointment of Mgmt For For
PricewaterhouseCoopers as the independent
registered public accounting firm of the
Company for the fiscal year ending March
31, 2023.
--------------------------------------------------------------------------------------------------------------------------
ALPHABET INC. Agenda Number: 935830946
--------------------------------------------------------------------------------------------------------------------------
Security: 02079K305
Meeting Type: Annual
Meeting Date: 02-Jun-2023
Ticker: GOOGL
ISIN: US02079K3059
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Larry Page Mgmt For For
1b. Election of Director: Sergey Brin Mgmt For For
1c. Election of Director: Sundar Pichai Mgmt For For
1d. Election of Director: John L. Hennessy Mgmt For For
1e. Election of Director: Frances H. Arnold Mgmt For For
1f. Election of Director: R. Martin "Marty" Mgmt For For
Chavez
1g. Election of Director: L. John Doerr Mgmt For For
1h. Election of Director: Roger W. Ferguson Jr. Mgmt For For
1i. Election of Director: Ann Mather Mgmt For For
1j. Election of Director: K. Ram Shriram Mgmt For For
1k. Election of Director: Robin L. Washington Mgmt For For
2. Ratification of the appointment of Ernst & Mgmt For For
Young LLP as Alphabet's independent
registered public accounting firm for the
fiscal year ending December 31, 2023
3. Approval of amendment and restatement of Mgmt Against Against
Alphabet's Amended and Restated 2021 Stock
Plan to increase the share reserve by
170,000,000 (post stock split) shares of
Class C capital stock
4. Advisory vote to approve compensation Mgmt Against Against
awarded to named executive officers
5. Advisory vote on the frequency of advisory Mgmt 1 Year Against
votes to approve compensation awarded to
named executive officers
6. Stockholder proposal regarding a lobbying Shr For Against
report
7. Stockholder proposal regarding a congruency Shr Against For
report
8. Stockholder proposal regarding a climate Shr Against For
lobbying report
9. Stockholder proposal regarding a report on Shr For Against
reproductive rights and data privacy
10. Stockholder proposal regarding a human Shr Against For
rights assessment of data center siting
11. Stockholder proposal regarding a human Shr Against For
rights assessment of targeted ad policies
and practices
12. Stockholder proposal regarding algorithm Shr Against For
disclosures
13. Stockholder proposal regarding a report on Shr Against For
alignment of YouTube policies with
legislation
14. Stockholder proposal regarding a content Shr Against For
governance report
15. Stockholder proposal regarding a Shr For Against
performance review of the Audit and
Compliance Committee
16. Stockholder proposal regarding bylaws Shr For Against
amendment
17. Stockholder proposal regarding "executives Shr Against For
to retain significant stock"
18. Stockholder proposal regarding equal Shr Against For
shareholder voting
--------------------------------------------------------------------------------------------------------------------------
AMAZON.COM, INC. Agenda Number: 935825452
--------------------------------------------------------------------------------------------------------------------------
Security: 023135106
Meeting Type: Annual
Meeting Date: 24-May-2023
Ticker: AMZN
ISIN: US0231351067
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Jeffrey P. Bezos Mgmt For For
1b. Election of Director: Andrew R. Jassy Mgmt For For
1c. Election of Director: Keith B. Alexander Mgmt For For
1d. Election of Director: Edith W. Cooper Mgmt For For
1e. Election of Director: Jamie S. Gorelick Mgmt For For
1f. Election of Director: Daniel P. Mgmt For For
Huttenlocher
1g. Election of Director: Judith A. McGrath Mgmt For For
1h. Election of Director: Indra K. Nooyi Mgmt For For
1i. Election of Director: Jonathan J. Mgmt For For
Rubinstein
1j. Election of Director: Patricia Q. Mgmt For For
Stonesifer
1k. Election of Director: Wendell P. Weeks Mgmt For For
2. RATIFICATION OF THE APPOINTMENT OF ERNST & Mgmt For For
YOUNG LLP AS INDEPENDENT AUDITORS
3. ADVISORY VOTE TO APPROVE EXECUTIVE Mgmt For For
COMPENSATION
4. ADVISORY VOTE ON THE FREQUENCY OF FUTURE Mgmt 1 Year For
ADVISORY VOTES ON EXECUTIVE COMPENSATION
5. REAPPROVAL OF OUR 1997 STOCK INCENTIVE Mgmt For For
PLAN, AS AMENDED AND RESTATED, FOR PURPOSES
OF FRENCH TAX LAW
6. SHAREHOLDER PROPOSAL REQUESTING A REPORT ON Shr Against For
RETIREMENT PLAN OPTIONS
7. SHAREHOLDER PROPOSAL REQUESTING A REPORT ON Shr For Against
CUSTOMER DUE DILIGENCE
8. SHAREHOLDER PROPOSAL REQUESTING REPORTING Shr Against For
ON CONTENT AND PRODUCT REMOVAL/RESTRICTIONS
9. SHAREHOLDER PROPOSAL REQUESTING A REPORT ON Shr Against For
CONTENT REMOVAL REQUESTS
10. SHAREHOLDER PROPOSAL REQUESTING ADDITIONAL Shr For Against
REPORTING ON STAKEHOLDER IMPACTS
11. SHAREHOLDER PROPOSAL REQUESTING ALTERNATIVE Shr Against For
TAX REPORTING
12. SHAREHOLDER PROPOSAL REQUESTING ADDITIONAL Shr Against For
REPORTING ON CLIMATE LOBBYING
13. SHAREHOLDER PROPOSAL REQUESTING ADDITIONAL Shr Against For
REPORTING ON GENDER/RACIAL PAY
14. SHAREHOLDER PROPOSAL REQUESTING AN ANALYSIS Shr Against For
OF COSTS ASSOCIATED WITH DIVERSITY, EQUITY,
AND INCLUSION PROGRAMS
15. SHAREHOLDER PROPOSAL REQUESTING AN Shr For Against
AMENDMENT TO OUR BYLAWS TO REQUIRE
SHAREHOLDER APPROVAL FOR CERTAIN FUTURE
AMENDMENTS
16. SHAREHOLDER PROPOSAL REQUESTING ADDITIONAL Shr For Against
REPORTING ON FREEDOM OF ASSOCIATION
17. SHAREHOLDER PROPOSAL REQUESTING A NEW Shr Against For
POLICY REGARDING OUR EXECUTIVE COMPENSATION
PROCESS
18. SHAREHOLDER PROPOSAL REQUESTING ADDITIONAL Shr Against For
REPORTING ON ANIMAL WELFARE STANDARDS
19. SHAREHOLDER PROPOSAL REQUESTING AN Shr Against For
ADDITIONAL BOARD COMMITTEE
20. SHAREHOLDER PROPOSAL REQUESTING AN Shr Against For
ALTERNATIVE DIRECTOR CANDIDATE POLICY
21. SHAREHOLDER PROPOSAL REQUESTING A REPORT ON Shr For Against
WAREHOUSE WORKING CONDITIONS
22. SHAREHOLDER PROPOSAL REQUESTING A REPORT ON Shr Against For
PACKAGING MATERIALS
23. SHAREHOLDER PROPOSAL REQUESTING A REPORT ON Shr For Against
CUSTOMER USE OF CERTAIN TECHNOLOGIES
--------------------------------------------------------------------------------------------------------------------------
AUTODESK, INC. Agenda Number: 935863351
--------------------------------------------------------------------------------------------------------------------------
Security: 052769106
Meeting Type: Annual
Meeting Date: 21-Jun-2023
Ticker: ADSK
ISIN: US0527691069
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Andrew Anagnost Mgmt For For
1b. Election of Director: Karen Blasing Mgmt For For
1c. Election of Director: Reid French Mgmt For For
1d. Election of Director: Dr. Ayanna Howard Mgmt For For
1e. Election of Director: Blake Irving Mgmt For For
1f. Election of Director: Mary T. McDowell Mgmt For For
1g. Election of Director: Stephen Milligan Mgmt For For
1h. Election of Director: Lorrie M. Norrington Mgmt For For
1i. Election of Director: Betsy Rafael Mgmt For For
1j. Election of Director: Rami Rahim Mgmt For For
1k. Election of Director: Stacy J. Smith Mgmt For For
2. Ratify the appointment of Ernst & Young LLP Mgmt For For
as Autodesk, Inc.'s independent registered
public accounting firm for the fiscal year
ending January 31, 2024.
3. Approve, on an advisory (non-binding) Mgmt For For
basis, the compensation of Autodesk, Inc.'s
named executive officers.
4. Approve, on an advisory (non-binding) Mgmt 1 Year For
basis, the frequency with which
stockholders are provided an advisory
(non-binding) vote on the compensation of
Autodesk, Inc.'s named executive officers.
--------------------------------------------------------------------------------------------------------------------------
BLOCK, INC. Agenda Number: 935856560
--------------------------------------------------------------------------------------------------------------------------
Security: 852234103
Meeting Type: Annual
Meeting Date: 13-Jun-2023
Ticker: SQ
ISIN: US8522341036
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
ROELOF BOTHA Mgmt For For
AMY BROOKS Mgmt For For
SHAWN CARTER Mgmt For For
JAMES MCKELVEY Mgmt For For
2. TO APPROVE, ON AN ADVISORY BASIS, THE Mgmt For For
COMPENSATION OF OUR NAMED EXECUTIVE
OFFICERS.
3. TO RATIFY THE APPOINTMENT OF ERNST & YOUNG Mgmt For For
LLP AS OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR OUR FISCAL YEAR ENDING
DECEMBER 31, 2023.
4. STOCKHOLDER PROPOSAL REGARDING OUR Shr Against For
DIVERSITY AND INCLUSION DISCLOSURE
SUBMITTED BY ONE OF OUR STOCKHOLDERS, IF
PROPERLY PRESENTED AT THE ANNUAL MEETING.
--------------------------------------------------------------------------------------------------------------------------
DEERE & COMPANY Agenda Number: 935755009
--------------------------------------------------------------------------------------------------------------------------
Security: 244199105
Meeting Type: Annual
Meeting Date: 22-Feb-2023
Ticker: DE
ISIN: US2441991054
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Leanne G. Caret Mgmt For For
1b. Election of Director: Tamra A. Erwin Mgmt For For
1c. Election of Director: Alan C. Heuberger Mgmt For For
1d. Election of Director: Charles O. Holliday, Mgmt For For
Jr.
1e. Election of Director: Michael O. Johanns Mgmt For For
1f. Election of Director: Clayton M. Jones Mgmt For For
1g. Election of Director: John C. May Mgmt For For
1h. Election of Director: Gregory R. Page Mgmt For For
1i. Election of Director: Sherry M. Smith Mgmt For For
1j. Election of Director: Dmitri L. Stockton Mgmt For For
1k. Election of Director: Sheila G. Talton Mgmt For For
2. Advisory vote to approve executive Mgmt For For
compensation("say-on-pay").
3. Advisory vote on the frequency of future Mgmt 1 Year For
say-on-pay votes.
4. Ratification of the appointment of Deloitte Mgmt For For
& Touche LLP as Deere's independent
registered public accounting firm for
fiscal 2023.
5. Shareholder proposal regarding termination Shr For Against
pay.
--------------------------------------------------------------------------------------------------------------------------
EXPEDITORS INT'L OF WASHINGTON, INC. Agenda Number: 935785583
--------------------------------------------------------------------------------------------------------------------------
Security: 302130109
Meeting Type: Annual
Meeting Date: 02-May-2023
Ticker: EXPD
ISIN: US3021301094
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Election of Director: Glenn M. Alger Mgmt For For
1.2 Election of Director: Robert P. Carlile Mgmt For For
1.3 Election of Director: James M. DuBois Mgmt For For
1.4 Election of Director: Mark A. Emmert Mgmt For For
1.5 Election of Director: Diane H. Gulyas Mgmt For For
1.6 Election of Director: Jeffrey S. Musser Mgmt For For
1.7 Election of Director: Brandon S. Pedersen Mgmt For For
1.8 Election of Director: Liane J. Pelletier Mgmt For For
1.9 Election of Director: Olivia D. Polius Mgmt For For
2. Advisory Vote to Approve Named Executive Mgmt For For
Officer Compensation
3. Approve the Frequency of Advisory Votes on Mgmt 1 Year For
Named Executive Officer Compensation
4. Ratification of Independent Registered Mgmt For For
Public Accounting Firm
5. Shareholder Proposal: Shareholder Shr For Against
Ratification of Excessive Termination Pay
6. Shareholder Proposal Shr Against For
--------------------------------------------------------------------------------------------------------------------------
FACTSET RESEARCH SYSTEMS INC. Agenda Number: 935726161
--------------------------------------------------------------------------------------------------------------------------
Security: 303075105
Meeting Type: Annual
Meeting Date: 15-Dec-2022
Ticker: FDS
ISIN: US3030751057
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director to serve a three-year Mgmt For For
term expiring in 2025: James J. McGonigle
1b. Election of Director to serve a three-year Mgmt For For
term expiring in 2025: F. Philip Snow
1c. Election of Director to serve a three-year Mgmt For For
term expiring in 2025: Maria Teresa Tejada
2. To ratify the appointment of the accounting Mgmt For For
firm of Ernst & Young LLP as our
independent registered public accounting
firm for the fiscal year ending August 31,
2023.
3. To vote on a non-binding advisory Mgmt For For
resolution to approve the compensation of
our named executive officers.
4. To approve an amendment to the Certificate Mgmt For For
of Incorporation to declassify the Board of
Directors, including procedures relating to
Board composition.
5. To approve an amendment to the Certificate Mgmt For For
of Incorporation to remove certain business
combination restrictions.
6. To approve an amendment to the Certificate Mgmt For For
of Incorporation to add a Delaware forum
selection provision.
7. To approve an amendment to the Certificate Mgmt For For
of Incorporation to add a federal forum
selection provision.
8. To approve an amendment to the Certificate Mgmt For For
of Incorporation to remove a creditor
compromise provision.
9. To approve amendment and restatement of the Mgmt For For
Certificate of Incorporation to clarify,
streamline and modernize the Certificate of
Incorporation.
--------------------------------------------------------------------------------------------------------------------------
ILLUMINA, INC. Agenda Number: 935842977
--------------------------------------------------------------------------------------------------------------------------
Security: 452327109
Meeting Type: Annual
Meeting Date: 25-May-2023
Ticker: ILMN
ISIN: US4523271090
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Illumina Nominee: Frances Arnold, Ph.D. Mgmt For For
1B. Illumina Nominee: Francis A. deSouza Mgmt Withheld Against
1C. Illumina Nominee: Caroline D. Dorsa Mgmt Withheld Against
1D. Illumina Nominee: Robert S. Epstein, M.D. Mgmt Withheld Against
1E. Illumina Nominee: Scott Gottlieb, M.D. Mgmt For For
1F. Illumina Nominee: Gary S. Guthart, Ph.D. Mgmt Withheld Against
1G. Illumina Nominee: Philip W. Schiller Mgmt For For
1H. Illumina Nominee: Susan E. Siegel Mgmt For For
1I. Illumina Nominee: John W. Thompson Mgmt Withheld Against
1J. Icahn Group Nominee OPPOSED by the Company: Mgmt Withheld Against
Vincent J. Intrieri
1K. Icahn Group Nominee OPPOSED by the Company: Mgmt Withheld Against
Jesse A. Lynn
1L. Icahn Group Nominee OPPOSED by the Company: Mgmt Withheld Against
Andrew J. Teno
2. To ratify the appointment of Ernst & Young Mgmt For For
LLP as our independent registered public
accounting firm for the fiscal year ending
December 31, 2023.
3. To approve, on an advisory basis, the Mgmt Against Against
compensation provided to our named
executive officers as disclosed in the
Proxy Statement.
4. To approve, on an advisory basis, the Mgmt 1 Year For
frequency of holding an advisory vote to
approve compensation provided to our "named
executive officers".
5. To approve certain amendments to the Mgmt For For
Illumina, Inc. 2015 Stock and Incentive
Plan
--------------------------------------------------------------------------------------------------------------------------
INTUITIVE SURGICAL, INC. Agenda Number: 935779744
--------------------------------------------------------------------------------------------------------------------------
Security: 46120E602
Meeting Type: Annual
Meeting Date: 27-Apr-2023
Ticker: ISRG
ISIN: US46120E6023
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Craig H. Barratt, Mgmt For For
Ph.D.
1b. Election of Director: Joseph C. Beery Mgmt For For
1c. Election of Director: Gary S. Guthart, Mgmt For For
Ph.D.
1d. Election of Director: Amal M. Johnson Mgmt For For
1e. Election of Director: Don R. Kania, Ph.D. Mgmt For For
1f. Election of Director: Amy L. Ladd, M.D. Mgmt For For
1g. Election of Director: Keith R. Leonard, Jr. Mgmt For For
1h. Election of Director: Alan J. Levy, Ph.D. Mgmt For For
1i. Election of Director: Jami Dover Nachtsheim Mgmt For For
1j. Election of Director: Monica P. Reed, M.D. Mgmt For For
1k. Election of Director: Mark J. Rubash Mgmt For For
2. To approve, by advisory vote, the Mgmt For For
compensation of the Company's Named
Executive Officers
3. To approve, by advisory vote, the frequency Mgmt 1 Year For
of the advisory vote on the compensation of
the Company's Named Executive Officers.
4. The ratification of appointment of Mgmt For For
PricewaterhouseCoopers LLP as the Company's
independent registered public accounting
firm for the fiscal year ending December
31, 2023.
5. The stockholder proposal regarding pay Shr Against For
equity disclosure.
--------------------------------------------------------------------------------------------------------------------------
META PLATFORMS, INC. Agenda Number: 935830960
--------------------------------------------------------------------------------------------------------------------------
Security: 30303M102
Meeting Type: Annual
Meeting Date: 31-May-2023
Ticker: META
ISIN: US30303M1027
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Peggy Alford Mgmt For For
Marc L. Andreessen Mgmt For For
Andrew W. Houston Mgmt For For
Nancy Killefer Mgmt For For
Robert M. Kimmitt Mgmt For For
Sheryl K. Sandberg Mgmt For For
Tracey T. Travis Mgmt For For
Tony Xu Mgmt For For
Mark Zuckerberg Mgmt For For
2. To ratify the appointment of Ernst & Young Mgmt For For
LLP as Meta Platforms, Inc.'s independent
registered public accounting firm for the
fiscal year ending December 31, 2023.
3. A shareholder proposal regarding government Shr Against For
takedown requests.
4. A shareholder proposal regarding dual class Shr Against For
capital structure.
5. A shareholder proposal regarding human Shr For Against
rights impact assessment of targeted
advertising.
6. A shareholder proposal regarding report on Shr For Against
lobbying disclosures.
7. A shareholder proposal regarding report on Shr Against For
allegations of political entanglement and
content management biases in India.
8. A shareholder proposal regarding report on Shr Against For
framework to assess company lobbying
alignment with climate goals.
9. A shareholder proposal regarding report on Shr For Against
reproductive rights and data privacy.
10. A shareholder proposal regarding report on Shr For Against
enforcement of Community Standards and user
content.
11. A shareholder proposal regarding report on Shr For Against
child safety impacts and actual harm
reduction to children.
12. A shareholder proposal regarding report on Shr Against For
pay calibration to externalized costs.
13. A shareholder proposal regarding Shr For Against
performance review of the audit & risk
oversight committee.
--------------------------------------------------------------------------------------------------------------------------
MICROSOFT CORPORATION Agenda Number: 935722567
--------------------------------------------------------------------------------------------------------------------------
Security: 594918104
Meeting Type: Annual
Meeting Date: 13-Dec-2022
Ticker: MSFT
ISIN: US5949181045
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Reid G. Hoffman Mgmt For For
1b. Election of Director: Hugh F. Johnston Mgmt For For
1c. Election of Director: Teri L. List Mgmt For For
1d. Election of Director: Satya Nadella Mgmt For For
1e. Election of Director: Sandra E. Peterson Mgmt For For
1f. Election of Director: Penny S. Pritzker Mgmt For For
1g. Election of Director: Carlos A. Rodriguez Mgmt For For
1h. Election of Director: Charles W. Scharf Mgmt For For
1i. Election of Director: John W. Stanton Mgmt For For
1j. Election of Director: John W. Thompson Mgmt For For
1k. Election of Director: Emma N. Walmsley Mgmt For For
1l. Election of Director: Padmasree Warrior Mgmt For For
2. Advisory vote to approve named executive Mgmt Against Against
officer compensation
3. Ratification of the Selection of Deloitte & Mgmt For For
Touche LLP as our Independent Auditor for
Fiscal Year 2023
4. Shareholder Proposal - Cost/Benefit Shr Against For
Analysis of Diversity and Inclusion
5. Shareholder Proposal - Report on Hiring of Shr Against For
Persons with Arrest or Incarceration
Records
6. Shareholder Proposal - Report on Investment Shr Against For
of Retirement Funds in Companies
Contributing to Climate Change
7. Shareholder Proposal - Report on Government Shr For Against
Use of Microsoft Technology
8. Shareholder Proposal - Report on Shr Against For
Development of Products for Military
9. Shareholder Proposal - Report on Tax Shr Against For
Transparency
--------------------------------------------------------------------------------------------------------------------------
MONSTER BEVERAGE CORPORATION Agenda Number: 935852485
--------------------------------------------------------------------------------------------------------------------------
Security: 61174X109
Meeting Type: Annual
Meeting Date: 22-Jun-2023
Ticker: MNST
ISIN: US61174X1090
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Rodney C. Sacks Mgmt For For
Hilton H. Schlosberg Mgmt For For
Mark J. Hall Mgmt For For
Ana Demel Mgmt For For
James L. Dinkins Mgmt For For
Gary P. Fayard Mgmt For For
Tiffany M. Hall Mgmt For For
Jeanne P. Jackson Mgmt For For
Steven G. Pizula Mgmt For For
Mark S. Vidergauz Mgmt For For
2. Proposal to ratify the appointment of Ernst Mgmt For For
& Young LLP as the independent registered
public accounting firm of the Company for
the fiscal year ending December 31, 2023.
3. Proposal to approve, on a non-binding, Mgmt For For
advisory basis, the compensation of the
Company's named executive officers.
4. Proposal to approve, on a non-binding, Mgmt 1 Year For
advisory basis, the frequency with which
stockholders will approve the compensation
of the Company's named executive officers.
5. Proposal to approve the amendment and Mgmt For For
restatement of the Amended and Restated
Certificate of Incorporation of the
Company, as amended, to increase the number
of authorized shares of common stock, par
value $0.005 per share, from 1,250,000,000
shares to 5,000,000,000 shares.
6. Proposal to approve the amendment and Mgmt Against Against
restatement of the Amended and Restated
Certificate of Incorporation of the
Company, as amended, to reflect new
Delaware law provisions regarding officer
exculpation.
--------------------------------------------------------------------------------------------------------------------------
NETFLIX, INC. Agenda Number: 935831126
--------------------------------------------------------------------------------------------------------------------------
Security: 64110L106
Meeting Type: Annual
Meeting Date: 01-Jun-2023
Ticker: NFLX
ISIN: US64110L1061
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director to hold office until Mgmt For For
the 2024 Annual Meeting of Stockholders:
Mathias Dopfner
1b. Election of Director to hold office until Mgmt For For
the 2024 Annual Meeting of Stockholders:
Reed Hastings
1c. Election of Director to hold office until Mgmt For For
the 2024 Annual Meeting of Stockholders:
Jay Hoag
1d. Election of Director to hold office until Mgmt For For
the 2024 Annual Meeting of Stockholders:
Ted Sarandos
2. Ratification of appointment of independent Mgmt For For
registered public accounting firm.
3. Advisory approval of named executive Mgmt Against Against
officer compensation.
4. Advisory vote on the frequency of future Mgmt 1 Year For
advisory votes on executive compensation.
5. Stockholder proposal entitled, "Proposal 5 Shr For Against
- Reform the Current Impossible Special
Shareholder Meeting Requirements," if
properly presented at the meeting.
6. Stockholder proposal entitled, Shr Against For
"Netflix-Exclusive Board of Directors," if
properly presented at the meeting.
7. Stockholder proposal requesting a report on Shr Against For
the Company's 401(K) Plan, if properly
presented at the meeting.
8. Stockholder proposal entitled, "Policy on Shr For Against
Freedom of Association," if properly
presented at the meeting.
--------------------------------------------------------------------------------------------------------------------------
NOVARTIS AG Agenda Number: 935764577
--------------------------------------------------------------------------------------------------------------------------
Security: 66987V109
Meeting Type: Annual
Meeting Date: 07-Mar-2023
Ticker: NVS
ISIN: US66987V1098
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approval of the Operating and Financial Mgmt For For
Review of Novartis AG, the Financial
Statements of Novartis AG and the Group
Consolidated Financial Statements for the
2022 Financial Year
2. Discharge from Liability of the Members of Mgmt For For
the Board of Directors and the Executive
Committee
3. Appropriation of Available Earnings of Mgmt For For
Novartis AG as per Balance Sheet and
Declaration of Dividend for 2022
4. Reduction of Share Capital Mgmt For For
5. Further Share Repurchases Mgmt For For
6A. Introduction of Article 12a of the Articles Mgmt For For
of Incorporation
6B. Amendment of Articles 10, 14, 30, 33 and 34 Mgmt For For
of the Articles of Incorporation
6C. Amendment of Articles 4-7, 9, 11-13, 16-18, Mgmt For For
20-24, 27, 38 and 39 of the Articles of
Incorporation
7A. Binding Vote on the Maximum Aggregate Mgmt For For
Amount of Compensation for the Board of
Directors from the 2023 Annual General
Meeting to the 2024 Annual General Meeting
7B. Binding Vote on the Maximum Aggregate Mgmt For For
Amount of Compensation for the Executive
Committee for the 2024 Financial Year
7C. Advisory Vote on the 2022 Compensation Mgmt For For
Report
8A. Re-election of Joerg Reinhardt as Member Mgmt For For
and Board Chair
8B. Re-election of Nancy C. Andrews Mgmt For For
8C. Re-election of Ton Buechner Mgmt For For
8D. Re-election of Patrice Bula Mgmt For For
8E. Re-election of Elizabeth Doherty Mgmt For For
8F. Re-election of Bridgette Heller Mgmt For For
8G. Re-election of Daniel Hochstrasser Mgmt For For
8H. Re-election of Frans van Houten Mgmt For For
8I. Re-election of Simon Moroney Mgmt For For
8J. Re-election of Ana de Pro Gonzalo Mgmt For For
8K. Re-election of Charles L. Sawyers Mgmt For For
8L. Re-election of William T. Winters Mgmt For For
8M. Election of John D. Young Mgmt For For
9A. Re-election of Patrice Bula Mgmt For For
9B. Re-election of Bridgette Heller Mgmt For For
9C. Re-election of Simon Moroney Mgmt For For
9D. Re-election of William T. Winters Mgmt For For
10. Re-election of the Auditor Mgmt For For
11. Re-election of the Independent Proxy Mgmt For For
12. General instructions in case of alternative Mgmt Against Against
motions under the agenda items published in
the Notice of Annual General Meeting,
and/or of motions relating to additional
agenda items according to Article 704b of
the Swiss Code of Obligations
--------------------------------------------------------------------------------------------------------------------------
NVIDIA CORPORATION Agenda Number: 935863224
--------------------------------------------------------------------------------------------------------------------------
Security: 67066G104
Meeting Type: Annual
Meeting Date: 22-Jun-2023
Ticker: NVDA
ISIN: US67066G1040
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Robert K. Burgess Mgmt For For
1b. Election of Director: Tench Coxe Mgmt For For
1c. Election of Director: John O. Dabiri Mgmt For For
1d. Election of Director: Persis S. Drell Mgmt For For
1e. Election of Director: Jen-Hsun Huang Mgmt For For
1f. Election of Director: Dawn Hudson Mgmt For For
1g. Election of Director: Harvey C. Jones Mgmt For For
1h. Election of Director: Michael G. McCaffery Mgmt For For
1i. Election of Director: Stephen C. Neal Mgmt For For
1j. Election of Director: Mark L. Perry Mgmt For For
1k. Election of Director: A. Brooke Seawell Mgmt For For
1l. Election of Director: Aarti Shah Mgmt For For
1m. Election of Director: Mark A. Stevens Mgmt For For
2. Advisory approval of our executive Mgmt For For
compensation.
3. Advisory approval of the frequency of Mgmt 1 Year For
holding an advisory vote on our executive
compensation.
4. Ratification of the selection of Mgmt For For
PricewaterhouseCoopers LLP as our
independent registered public accounting
firm for fiscal year 2024.
--------------------------------------------------------------------------------------------------------------------------
ORACLE CORPORATION Agenda Number: 935715182
--------------------------------------------------------------------------------------------------------------------------
Security: 68389X105
Meeting Type: Annual
Meeting Date: 16-Nov-2022
Ticker: ORCL
ISIN: US68389X1054
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Awo Ablo Mgmt For For
Jeffrey S. Berg Mgmt For For
Michael J. Boskin Mgmt For For
Safra A. Catz Mgmt For For
Bruce R. Chizen Mgmt For For
George H. Conrades Mgmt For For
Lawrence J. Ellison Mgmt For For
Rona A. Fairhead Mgmt For For
Jeffrey O. Henley Mgmt For For
Renee J. James Mgmt For For
Charles W. Moorman Mgmt For For
Leon E. Panetta Mgmt For For
William G. Parrett Mgmt For For
Naomi O. Seligman Mgmt For For
Vishal Sikka Mgmt For For
2. Advisory Vote to Approve the Compensation Mgmt For For
of our Named Executive Officers.
3. Ratification of the Selection of our Mgmt For For
Independent Registered Public Accounting
Firm.
--------------------------------------------------------------------------------------------------------------------------
PAYPAL HOLDINGS, INC. Agenda Number: 935821036
--------------------------------------------------------------------------------------------------------------------------
Security: 70450Y103
Meeting Type: Annual
Meeting Date: 24-May-2023
Ticker: PYPL
ISIN: US70450Y1038
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Rodney C. Adkins Mgmt For For
1b. Election of Director: Jonathan Christodoro Mgmt For For
1c. Election of Director: John J. Donahoe Mgmt For For
1d. Election of Director: David W. Dorman Mgmt For For
1e. Election of Director: Belinda J. Johnson Mgmt For For
1f. Election of Director: Enrique Lores Mgmt For For
1g. Election of Director: Gail J. McGovern Mgmt For For
1h. Election of Director: Deborah M. Messemer Mgmt For For
1i. Election of Director: David M. Moffett Mgmt For For
1j. Election of Director: Ann M. Sarnoff Mgmt For For
1k. Election of Director: Daniel H. Schulman Mgmt For For
1l. Election of Director: Frank D. Yeary Mgmt For For
2. Advisory Vote to Approve Named Executive Mgmt Against Against
Officer Compensation.
3. Approval of the PayPal Holdings, Inc. 2015 Mgmt Against Against
Equity Incentive Award Plan, as Amended and
Restated.
4. Ratification of the Appointment of Mgmt For For
PricewaterhouseCoopers LLP as Our
Independent Auditor for 2023.
5. Stockholder Proposal - Provision of Shr Against For
Services in Conflict Zones.
6. Stockholder Proposal - Reproductive Rights Shr Against For
and Data Privacy.
7. Stockholder Proposal - PayPal Transparency Shr Abstain Against
Reports.
8. Stockholder Proposal - Report on Ensuring Shr Against For
Respect for Civil Liberties.
9. Stockholder Proposal - Adopt Majority Vote Shr For Against
Standard for Director Elections.
--------------------------------------------------------------------------------------------------------------------------
QUALCOMM INCORPORATED Agenda Number: 935757281
--------------------------------------------------------------------------------------------------------------------------
Security: 747525103
Meeting Type: Annual
Meeting Date: 08-Mar-2023
Ticker: QCOM
ISIN: US7475251036
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director to hold office until Mgmt For For
the next annual meeting of stockholders:
Sylvia Acevedo
1b. Election of Director to hold office until Mgmt For For
the next annual meeting of stockholders:
Cristiano R. Amon
1c. Election of Director to hold office until Mgmt For For
the next annual meeting of stockholders:
Mark Fields
1d. Election of Director to hold office until Mgmt For For
the next annual meeting of stockholders:
Jeffrey W. Henderson
1e. Election of Director to hold office until Mgmt For For
the next annual meeting of stockholders:
Gregory N. Johnson
1f. Election of Director to hold office until Mgmt For For
the next annual meeting of stockholders:
Ann M. Livermore
1g. Election of Director to hold office until Mgmt For For
the next annual meeting of stockholders:
Mark D. McLaughlin
1h. Election of Director to hold office until Mgmt For For
the next annual meeting of stockholders:
Jamie S. Miller
1i. Election of Director to hold office until Mgmt For For
the next annual meeting of stockholders:
Irene B. Rosenfeld
1j. Election of Director to hold office until Mgmt For For
the next annual meeting of stockholders:
Kornelis (Neil) Smit
1k. Election of Director to hold office until Mgmt For For
the next annual meeting of stockholders:
Jean-Pascal Tricoire
1l. Election of Director to hold office until Mgmt For For
the next annual meeting of stockholders:
Anthony J. Vinciquerra
2. Ratification of the selection of Mgmt For For
PricewaterhouseCoopers LLP as our
independent public accountants for our
fiscal year ending September 24, 2023.
3. Approval of the QUALCOMM Incorporated 2023 Mgmt For For
Long-Term Incentive Plan.
4. Approval, on an advisory basis, of the Mgmt For For
compensation of our named executive
officers.
--------------------------------------------------------------------------------------------------------------------------
REGENERON PHARMACEUTICALS, INC. Agenda Number: 935835338
--------------------------------------------------------------------------------------------------------------------------
Security: 75886F107
Meeting Type: Annual
Meeting Date: 09-Jun-2023
Ticker: REGN
ISIN: US75886F1075
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Joseph L. Goldstein, Mgmt For For
M.D.
1b. Election of Director: Christine A. Poon Mgmt For For
1c. Election of Director: Craig B. Thompson, Mgmt For For
M.D.
1d. Election of Director: Huda Y. Zoghbi, M.D. Mgmt For For
2. Ratification of the appointment of Mgmt For For
PricewaterhouseCoopers LLP as the Company's
independent registered public accounting
firm for the fiscal year ending December
31, 2023.
3. Proposal to approve, on an advisory basis, Mgmt For For
executive compensation.
4. Proposal to approve, on an advisory basis, Mgmt 1 Year For
the frequency of future advisory votes on
executive compensation.
5. Non-binding shareholder proposal, if Shr Against For
properly presented, requesting report on a
process by which access to medicine is
considered in matters related to protecting
intellectual property.
--------------------------------------------------------------------------------------------------------------------------
SALESFORCE, INC. Agenda Number: 935846127
--------------------------------------------------------------------------------------------------------------------------
Security: 79466L302
Meeting Type: Annual
Meeting Date: 08-Jun-2023
Ticker: CRM
ISIN: US79466L3024
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Marc Benioff Mgmt For For
1b. Election of Director: Laura Alber Mgmt For For
1c. Election of Director: Craig Conway Mgmt For For
1d. Election of Director: Arnold Donald Mgmt For For
1e. Election of Director: Parker Harris Mgmt For For
1f. Election of Director: Neelie Kroes Mgmt For For
1g. Election of Director: Sachin Mehra Mgmt For For
1h. Election of Director: Mason Morfit Mgmt For For
1i. Election of Director: Oscar Munoz Mgmt For For
1j. Election of Director: John V. Roos Mgmt For For
1k. Election of Director: Robin Washington Mgmt For For
1l. Election of Director: Maynard Webb Mgmt For For
1m. Election of Director: Susan Wojcicki Mgmt For For
2. Amendment and restatement of our 2013 Mgmt For For
Equity Incentive Plan to increase the
number of shares reserved for issuance.
3. Ratification of the appointment of Ernst & Mgmt For For
Young LLP as our independent registered
public accounting firm for the fiscal year
ending January 31, 2024.
4. An advisory vote to approve the fiscal 2023 Mgmt For For
compensation of our named executive
officers.
5. An advisory vote on the frequency of Mgmt 1 Year For
holding future advisory votes to approve
executive compensation.
6. A stockholder proposal requesting a policy Shr Against For
to require the Chair of the Board be an
independent member of the Board and not a
former CEO of the Company, if properly
presented at the meeting.
7. A stockholder proposal requesting a policy Shr Against For
to forbid all Company directors from
sitting on any other boards, if properly
presented at the meeting.
--------------------------------------------------------------------------------------------------------------------------
SEI INVESTMENTS COMPANY Agenda Number: 935854237
--------------------------------------------------------------------------------------------------------------------------
Security: 784117103
Meeting Type: Annual
Meeting Date: 31-May-2023
Ticker: SEIC
ISIN: US7841171033
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Ryan P. Hicke Mgmt For For
1b. Election of Director: Kathryn M. McCarthy Mgmt For For
2. To approve, on an advisory basis, the Mgmt For For
compensation of named executive officers.
3. Advisory vote on frequency of future Mgmt 1 Year For
advisory votes on the compensation of named
executive officers.
4. To ratify the appointment of KPMG LLP as Mgmt For For
independent registered public accountants
for fiscal year 2023.
--------------------------------------------------------------------------------------------------------------------------
SHOPIFY INC. Agenda Number: 935878453
--------------------------------------------------------------------------------------------------------------------------
Security: 82509L107
Meeting Type: Annual
Meeting Date: 27-Jun-2023
Ticker: SHOP
ISIN: CA82509L1076
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A Election of Director: Tobias Lutke Mgmt For For
1B Election of Director: Robert Ashe Mgmt For For
1C Election of Director: Gail Goodman Mgmt For For
1D Election of Director: Colleen Johnston Mgmt For For
1E Election of Director: Jeremy Levine Mgmt For For
1F Election of Director: Toby Shannan Mgmt For For
1G Election of Director: Fidji Simo Mgmt For For
1H Election of Director: Bret Taylor Mgmt For For
2 Auditor Proposal Resolution approving the Mgmt For For
re-appointment of PricewaterhouseCoopers
LLP as auditors of Shopify Inc. and
authorizing the Board of Directors to fix
their remuneration.
3 Advisory Vote on Executive Compensation Mgmt Against Against
Proposal Non-binding advisory resolution
that the shareholders accept Shopify Inc.'s
approach to executive compensation as
disclosed in the Management Information
Circular for the Meeting.
--------------------------------------------------------------------------------------------------------------------------
STARBUCKS CORPORATION Agenda Number: 935762193
--------------------------------------------------------------------------------------------------------------------------
Security: 855244109
Meeting Type: Annual
Meeting Date: 23-Mar-2023
Ticker: SBUX
ISIN: US8552441094
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Richard E. Allison, Mgmt For For
Jr.
1b. Election of Director: Andrew Campion Mgmt For For
1c. Election of Director: Beth Ford Mgmt For For
1d. Election of Director: Mellody Hobson Mgmt For For
1e. Election of Director: Jorgen Vig Knudstorp Mgmt For For
1f. Election of Director: Satya Nadella Mgmt For For
1g. Election of Director: Laxman Narasimhan Mgmt For For
1h. Election of Director: Howard Schultz Mgmt For For
2. Approval, on a nonbinding basis, of the Mgmt Against Against
compensation paid to our named executive
officers
3. Approval, on a nonbinding basis, of the Mgmt 1 Year For
frequency of future advisory votes on
executive compensation
4. Ratify the selection of Deloitte & Touche Mgmt For For
LLP as our independent registered public
accounting firm for fiscal 2023
5. Report on Plant-Based Milk Pricing Shr Against For
6. CEO Succession Planning Policy Amendment Shr For Against
7. Annual Reports on Company Operations in Shr Against For
China
8. Assessment of Worker Rights Commitments Shr For Against
9. Creation of Board Committee on Corporate Shr Against For
Sustainability
--------------------------------------------------------------------------------------------------------------------------
TESLA, INC. Agenda Number: 935679540
--------------------------------------------------------------------------------------------------------------------------
Security: 88160R101
Meeting Type: Annual
Meeting Date: 04-Aug-2022
Ticker: TSLA
ISIN: US88160R1014
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Election of Director: Ira Ehrenpreis Mgmt For For
1.2 Election of Director: Kathleen Mgmt For For
Wilson-Thompson
2. Tesla proposal for adoption of amendments Mgmt For For
to certificate of incorporation to reduce
director terms to two years.
3. Tesla proposal for adoption of amendments Mgmt For For
to certificate of incorporation and bylaws
to eliminate applicable supermajority
voting requirements.
4. Tesla proposal for adoption of amendments Mgmt For For
to certificate of incorporation to increase
the number of authorized shares of common
stock by 4,000,000,000 shares.
5. Tesla proposal to ratify the appointment of Mgmt For For
independent registered public accounting
firm.
6. Stockholder proposal regarding proxy Shr For Against
access.
7. Stockholder proposal regarding annual Shr For Against
reporting on anti-discrimination and
harassment efforts.
8. Stockholder proposal regarding annual Shr Against For
reporting on Board diversity.
9. Stockholder proposal regarding reporting on Shr For Against
employee arbitration.
10. Stockholder proposal regarding reporting on Shr For Against
lobbying.
11. Stockholder proposal regarding adoption of Shr For Against
a freedom of association and collective
bargaining policy.
12. Stockholder proposal regarding additional Shr Against For
reporting on child labor.
13. Stockholder proposal regarding additional Shr Against For
reporting on water risk.
--------------------------------------------------------------------------------------------------------------------------
TESLA, INC. Agenda Number: 935804636
--------------------------------------------------------------------------------------------------------------------------
Security: 88160R101
Meeting Type: Annual
Meeting Date: 16-May-2023
Ticker: TSLA
ISIN: US88160R1014
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Election of Director: Elon Musk Mgmt For For
1.2 Election of Director: Robyn Denholm Mgmt For For
1.3 Election of Director: JB Straubel Mgmt For For
2. Tesla proposal to approve executive Mgmt For For
compensation on a non- binding advisory
basis.
3. Tesla proposal to approve the frequency of Mgmt 3 Years For
future votes on executive compensation on a
non-binding advisory basis.
4. Tesla proposal to ratify the appointment of Mgmt For For
independent registered public accounting
firm.
5. Stockholder proposal regarding reporting on Shr Against For
key-person risk.
--------------------------------------------------------------------------------------------------------------------------
THE BOEING COMPANY Agenda Number: 935770063
--------------------------------------------------------------------------------------------------------------------------
Security: 097023105
Meeting Type: Annual
Meeting Date: 18-Apr-2023
Ticker: BA
ISIN: US0970231058
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Robert A. Bradway Mgmt For For
1b. Election of Director: David L. Calhoun Mgmt For For
1c. Election of Director: Lynne M. Doughtie Mgmt For For
1d. Election of Director: David L. Gitlin Mgmt For For
1e. Election of Director: Lynn J. Good Mgmt For For
1f. Election of Director: Stayce D. Harris Mgmt For For
1g. Election of Director: Akhil Johri Mgmt For For
1h. Election of Director: David L. Joyce Mgmt For For
1i. Election of Director: Lawrence W. Kellner Mgmt For For
1j. Election of Director: Steven M. Mollenkopf Mgmt For For
1k. Election of Director: John M. Richardson Mgmt For For
1l. Election of Director: Sabrina Soussan Mgmt For For
1m. Election of Director: Ronald A. Williams Mgmt For For
2. Approve, on an Advisory Basis, Named Mgmt For For
Executive Officer Compensation.
3. Approve, on an Advisory Basis, the Mgmt 1 Year For
Frequency of Future Advisory Votes on Named
Executive Officer Compensation.
4. Approve The Boeing Company 2023 Incentive Mgmt For For
Stock Plan.
5. Ratify the Appointment of Deloitte & Touche Mgmt For For
LLP as Independent Auditor for 2023.
6. China Report. Shr Against For
7. Report on Lobbying Activities. Shr For Against
8. Report on Climate Lobbying. Shr For Against
9. Pay Equity Disclosure. Shr For Against
--------------------------------------------------------------------------------------------------------------------------
THE WALT DISNEY COMPANY Agenda Number: 935766595
--------------------------------------------------------------------------------------------------------------------------
Security: 254687106
Meeting Type: Annual
Meeting Date: 03-Apr-2023
Ticker: DIS
ISIN: US2546871060
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Mary T. Barra Mgmt For For
1b. Election of Director: Safra A. Catz Mgmt For For
1c. Election of Director: Amy L. Chang Mgmt For For
1d. Election of Director: Francis A. deSouza Mgmt For For
1e. Election of Director: Carolyn N. Everson Mgmt For For
1f. Election of Director: Michael B.G. Froman Mgmt For For
1g. Election of Director: Robert A. Iger Mgmt For For
1h. Election of Director: Maria Elena Mgmt For For
Lagomasino
1i. Election of Director: Calvin R. McDonald Mgmt For For
1j. Election of Director: Mark G. Parker Mgmt For For
1k. Election of Director: Derica W. Rice Mgmt For For
2. Ratification of the appointment of Mgmt For For
PricewaterhouseCoopers LLP as the Company's
independent registered public accountants
for fiscal 2023.
3. Consideration of an advisory vote to Mgmt For For
approve executive compensation.
4. Consideration of an advisory vote on the Mgmt 1 Year For
frequency of advisory votes on executive
compensation.
5. Shareholder proposal, if properly presented Shr Against For
at the meeting, requesting a report on
operations related to China.
6. Shareholder proposal, if properly presented Shr Against For
at the meeting, requesting charitable
contributions disclosure.
7. Shareholder proposal, if properly presented Shr Against For
at the meeting, requesting a political
expenditures report.
--------------------------------------------------------------------------------------------------------------------------
VERTEX PHARMACEUTICALS INCORPORATED Agenda Number: 935809852
--------------------------------------------------------------------------------------------------------------------------
Security: 92532F100
Meeting Type: Annual
Meeting Date: 17-May-2023
Ticker: VRTX
ISIN: US92532F1003
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Election of Director: Sangeeta Bhatia Mgmt For For
1.2 Election of Director: Lloyd Carney Mgmt For For
1.3 Election of Director: Alan Garber Mgmt For For
1.4 Election of Director: Terrence Kearney Mgmt For For
1.5 Election of Director: Reshma Kewalramani Mgmt For For
1.6 Election of Director: Jeffrey Leiden Mgmt For For
1.7 Election of Director: Diana McKenzie Mgmt For For
1.8 Election of Director: Bruce Sachs Mgmt For For
1.9 Election of Director: Suketu Upadhyay Mgmt For For
2. Ratification of Ernst & Young LLP as Mgmt For For
independent Registered Public Accounting
firm for the year ending December 31, 2023.
3. Advisory vote to approve named executive Mgmt For For
office compensation.
4. Advisory vote on the frequency of future Mgmt 1 Year For
advisory votes on executive compensation.
--------------------------------------------------------------------------------------------------------------------------
VISA INC. Agenda Number: 935745779
--------------------------------------------------------------------------------------------------------------------------
Security: 92826C839
Meeting Type: Annual
Meeting Date: 24-Jan-2023
Ticker: V
ISIN: US92826C8394
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Lloyd A. Carney Mgmt For For
1b. Election of Director: Kermit R. Crawford Mgmt For For
1c. Election of Director: Francisco Javier Mgmt For For
Fernandez-Carbajal
1d. Election of Director: Alfred F. Kelly, Jr. Mgmt For For
1e. Election of Director: Ramon Laguarta Mgmt For For
1f. Election of Director: Teri L. List Mgmt For For
1g. Election of Director: John F. Lundgren Mgmt For For
1h. Election of Director: Denise M. Morrison Mgmt For For
1i. Election of Director: Linda J. Rendle Mgmt For For
1j. Election of Director: Maynard G. Webb, Jr. Mgmt For For
2. To approve, on an advisory basis, the Mgmt For For
compensation paid to our named executive
officers.
3. To hold an advisory vote on the frequency Mgmt 1 Year For
of future advisory votes to approve
executive compensation.
4. To ratify the appointment of KPMG LLP as Mgmt For For
our independent registered public
accounting firm for fiscal year 2023.
5. To vote on a stockholder proposal Shr Against For
requesting an independent board chair
policy.
--------------------------------------------------------------------------------------------------------------------------
WORKDAY, INC. Agenda Number: 935851849
--------------------------------------------------------------------------------------------------------------------------
Security: 98138H101
Meeting Type: Annual
Meeting Date: 22-Jun-2023
Ticker: WDAY
ISIN: US98138H1014
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Class II Director: Christa Mgmt For For
Davies
1b. Election of Class II Director: Wayne A.I. Mgmt For For
Frederick, M.D.
1c. Election of Class II Director: Mark J. Mgmt For For
Hawkins
1d. Election of Class II Director: George J. Mgmt For For
Still, Jr.
2. To ratify the appointment of Ernst & Young Mgmt For For
LLP as Workday's independent registered
public accounting firm for the fiscal year
ending January 31, 2024.
3. To approve, on an advisory basis, the Mgmt Against Against
compensation of our named executive
officers as disclosed in the Proxy
Statement.
4. To consider and vote upon a stockholder Shr For Against
proposal regarding amendment of our Bylaws.
--------------------------------------------------------------------------------------------------------------------------
YUM CHINA HOLDINGS, INC. Agenda Number: 935710093
--------------------------------------------------------------------------------------------------------------------------
Security: 98850P109
Meeting Type: Special
Meeting Date: 11-Oct-2022
Ticker: YUMC
ISIN: US98850P1093
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To approve the Board of Director's Mgmt For For
continuing authority to approve issuances
of shares of common stock or securities
convertible into common stock in an amount
not to exceed 20% of Yum China's total
number of outstanding shares of common
stock as of the date of the Special
Meeting, effective from the effective date
of the conversion of the Yum China's
listing status on the Hong Kong Stock
Exchange to primary listing until the
earlier of the date the next annual meeting
is held or June 26, 2023.
2. To approve the Board of Director's Mgmt For For
continuing authority to approve the
repurchases of shares of common stock in an
amount not to exceed 10% of Yum China's
total number of outstanding shares of
common stock as of the date of the Special
Meeting, effective from the effective date
of the conversion of the Yum China's
listing status on the Hong Kong Stock
Exchange to primary listing until the
earlier of the date the next annual meeting
is held or June 26, 2023.
3. To approve the Yum China Holdings, Inc. Mgmt For For
2022 Long Term Incentive Plan.
--------------------------------------------------------------------------------------------------------------------------
YUM CHINA HOLDINGS, INC. Agenda Number: 935820553
--------------------------------------------------------------------------------------------------------------------------
Security: 98850P109
Meeting Type: Annual
Meeting Date: 24-May-2023
Ticker: YUMC
ISIN: US98850P1093
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Fred Hu Mgmt For For
1b. Election of Director: Joey Wat Mgmt For For
1c. Election of Director: Peter A. Bassi Mgmt For For
1d. Election of Director: Edouard Ettedgui Mgmt Against Against
1e. Election of Director: Ruby Lu Mgmt Against Against
1f. Election of Director: Zili Shao Mgmt For For
1g. Election of Director: William Wang Mgmt Against Against
1h. Election of Director: Min (Jenny) Zhang Mgmt Against Against
1i. Election of Director: Christina Xiaojing Mgmt For For
Zhu
2. Approval and Ratification of the Mgmt For For
Appointment of KPMG Huazhen LLP and KPMG as
the Company's Independent Auditors for 2023
3. Advisory Vote to Approve Executive Mgmt Against Against
Compensation
4. Advisory Vote on the Frequency of the Mgmt 1 Year For
Advisory Vote on Executive Compensation
5. Vote to Authorize the Board of Directors to Mgmt For For
Issue Shares up to 20% of Outstanding
Shares
6. Vote to Authorize the Board of Directors to Mgmt For For
Repurchase Shares up to 10% of Outstanding
Shares
--------------------------------------------------------------------------------------------------------------------------
YUM! BRANDS, INC. Agenda Number: 935815110
--------------------------------------------------------------------------------------------------------------------------
Security: 988498101
Meeting Type: Annual
Meeting Date: 18-May-2023
Ticker: YUM
ISIN: US9884981013
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Paget L. Alves Mgmt For For
1b. Election of Director: Keith Barr Mgmt For For
1c. Election of Director: Christopher M. Connor Mgmt For For
1d. Election of Director: Brian C. Cornell Mgmt For For
1e. Election of Director: Tanya L. Domier Mgmt For For
1f. Election of Director: David W. Gibbs Mgmt For For
1g. Election of Director: Mirian M. Mgmt For For
Graddick-Weir
1h. Election of Director: Thomas C. Nelson Mgmt For For
1i. Election of Director: P. Justin Skala Mgmt For For
1j. Election of Director: Annie Young-Scrivner Mgmt For For
2. Ratification of Independent Auditors. Mgmt For For
3. Advisory Vote on Executive Compensation. Mgmt For For
4. Advisory Vote on the Frequency of Votes on Mgmt 1 Year For
Executive Compensation.
5. Shareholder Proposal Regarding Issuance of Shr Against For
a Report on Efforts to Reduce Plastics Use.
6. Shareholder Proposal Regarding Issuance of Shr Against For
Annual Report on Lobbying.
7. Shareholder Proposal Regarding Issuance of Shr Against For
Civil Rights and Nondiscrimination Audit
Report.
8. Shareholder Proposal Regarding Disclosure Shr Against For
of Share Retention Policies for Named
Executive Officers Through Normal
Retirement Age.
9. Shareholder Proposal Regarding Issuance of Shr Against For
Report on Paid Sick Leave.
Loomis Sayles High Income Fund
--------------------------------------------------------------------------------------------------------------------------
CFLD (CAYMAN) INVESTMENT LTD Agenda Number: 716379498
--------------------------------------------------------------------------------------------------------------------------
Security: G21054AL8
Meeting Type: CRT
Meeting Date: 07-Dec-2022
Ticker:
ISIN: XS2100597256
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THIS IS AN INFORMATION Non-Voting
MEETING. THERE ARE CURRENTLY NO PUBLISHED
AGENDA ITEMS, SHOULD YOU WISH TO ATTEND THE
MEETING PERSONALLY, YOU MAY APPLY FOR AN
ENTRANCE CARD BY CONTACTING YOUR CLIENT
REPRESENTATIVE. THANK YOU
--------------------------------------------------------------------------------------------------------------------------
CFLD (CAYMAN) INVESTMENT LTD Agenda Number: 716389069
--------------------------------------------------------------------------------------------------------------------------
Security: G21054AG9
Meeting Type: CRT
Meeting Date: 07-Dec-2022
Ticker:
ISIN: XS1972092248
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THIS IS AN INFORMATION Non-Voting
MEETING. THERE ARE CURRENTLY NO PUBLISHED
AGENDA ITEMS, SHOULD YOU WISH TO ATTEND THE
MEETING PERSONALLY, YOU MAY APPLY FOR AN
ENTRANCE CARD BY CONTACTING YOUR CLIENT
REPRESENTATIVE. THANK YOU
--------------------------------------------------------------------------------------------------------------------------
IHEARTMEDIA, INC. Agenda Number: 935814699
--------------------------------------------------------------------------------------------------------------------------
Security: 45174J509
Meeting Type: Annual
Meeting Date: 18-May-2023
Ticker: IHRT
ISIN: US45174J5092
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Robert W. Pittman Mgmt For For
James A. Rasulo Mgmt For For
Richard J. Bressler Mgmt Withheld Against
Samuel E. Englebardt Mgmt For For
Brad Gerstner Mgmt For For
Cheryl Mills Mgmt For For
Graciela Monteagudo Mgmt For For
K. Sivaramakrishnan Mgmt For For
2. The ratification of the appointment of Mgmt For For
Ernst & Young LLP as our independent
registered public accounting firm for the
fiscal year ending December 31, 2023.
3. The approval, on an advisory (non-binding) Mgmt For For
basis, of the compensation of our named
executive officers.
4. The approval, on an advisory (non-binding) Mgmt 1 Year For
basis, of the frequency of future advisory
(non-binding) votes on the compensation of
our named executive officers.
5. The approval of an amendment to the Mgmt For For
iHeartMedia, Inc. 2021 Long- Term Incentive
Award Plan.
Loomis Sayles International Growth Fund
--------------------------------------------------------------------------------------------------------------------------
ADYEN N.V. Agenda Number: 716854408
--------------------------------------------------------------------------------------------------------------------------
Security: N3501V104
Meeting Type: AGM
Meeting Date: 11-May-2023
Ticker:
ISIN: NL0012969182
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. OPENING AND ANNOUNCEMENTS Non-Voting
2.a. ANNUAL REPORT FOR THE FINANCIAL YEAR 2022 Non-Voting
2.b. ADOPTION OF THE ANNUAL ACCOUNTS FOR THE Mgmt For For
FINANCIAL YEAR 2022
2.c. DIVIDEND POLICY AND RESERVATION OF PROFITS Non-Voting
2.d. ADVISE ON THE REMUNERATION REPORT OVER THE Mgmt For For
FINANCIAL YEAR 2022 (ADVISORY VOTING ITEM)
2.e. DETERMINATION OF THE REMUNERATION POLICY Mgmt For For
FOR THE MANAGEMENT BOARD
2.f. DETERMINATION OF THE REMUNERATION POLICY Mgmt For For
FOR THE SUPERVISORY BOARD
2.g. APPROVAL OF AN INCREASED CAP ON VARIABLE Mgmt For For
REMUNERATION FOR STAFF MEMBERS WHO
PREDOMINANTLY PERFORM THEIR WORK OUTSIDE
THE EUROPEAN ECONOMIC AREA TO 200% OF FIXED
REMUNERATION
3. DISCHARGE OF THE MANAGEMENT BOARD MEMBERS Mgmt For For
4. DISCHARGE OF THE SUPERVISORY BOARD MEMBERS Mgmt For For
5. REAPPOINTMENT OF INGO UYTDEHAAGE AS MEMBER Mgmt For For
OF THE MANAGEMENT BOARD WITH THE TITLE
CO-CHIEF EXECUTIVE OFFICER
6. REAPPOINTMENT OF MARIETTE SWART AS MEMBER Mgmt For For
OF THE MANAGEMENT BOARD WITH THE TITLE
CHIEF RISK AND COMPLIANCE OFFICER
7. APPOINTMENT OF BROOKE NAYDEN AS MEMBER OF Mgmt For For
THE MANAGEMENT BOARD WITH THE TITLE CHIEF
HUMAN RESOURCES OFFICER
8. APPOINTMENT OF ETHAN TANDOWSKY AS MEMBER OF Mgmt For For
THE MANAGEMENT BOARD WITH THE TITLE CHIEF
FINANCIAL OFFICER
9. REAPPOINTMENT OF PAMELA JOSEPH AS MEMBER OF Mgmt For For
THE SUPERVISORY BOARD
10. REAPPOINTMENT OF JOEP VAN BEURDEN AS MEMBER Mgmt For For
OF THE SUPERVISORY BOARD
11. AMENDMENT TO THE ARTICLES OF ASSOCIATION OF Mgmt For For
THE COMPANY
12. AUTHORITY TO ISSUE SHARES Mgmt For For
13. AUTHORITY TO RESTRICT OR EXCLUDE Mgmt For For
PRE-EMPTIVE RIGHTS
14. AUTHORITY TO ACQUIRE OWN SHARES Mgmt For For
15. REAPPOINT PWC AS AUDITORS Mgmt For For
16. ANY OTHER BUSINESS AND CLOSING Non-Voting
CMMT VOTING MUST BE LODGED WITH BENEFICIAL OWNER Non-Voting
DETAILS AS PROVIDED BY YOUR CUSTODIAN BANK.
IF NO BENEFICIAL OWNER DETAILS ARE
PROVIDED, YOUR INSTRUCTIONS MAY BE
REJECTED.
CMMT VOTING MUST BE LODGED WITH SHAREHOLDER Non-Voting
DETAILS AS PROVIDED BY YOUR CUSTODIAN BANK.
IF NO SHAREHOLDER DETAILS ARE PROVIDED,
YOUR INSTRUCTIONS MAY BE REJECTED.
CMMT INTERMEDIARY CLIENTS ONLY - PLEASE NOTE Non-Voting
THAT IF YOU ARE CLASSIFIED AS AN
INTERMEDIARY CLIENT UNDER THE SHAREHOLDER
RIGHTS DIRECTIVE II, YOU SHOULD BE
PROVIDING THE UNDERLYING SHAREHOLDER
INFORMATION AT THE VOTE INSTRUCTION LEVEL.
IF YOU ARE UNSURE ON HOW TO PROVIDE THIS
LEVEL OF DATA TO BROADRIDGE OUTSIDE OF
PROXYEDGE, PLEASE SPEAK TO YOUR DEDICATED
CLIENT SERVICE REPRESENTATIVE FOR
ASSISTANCE
CMMT 24 APR 2023: PLEASE NOTE THAT THIS IS A Non-Voting
REVISION DUE TO MODIFICATION OF TEXT OF
RESOLUTION 15. IF YOU HAVE ALREADY SENT IN
YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS
YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU
--------------------------------------------------------------------------------------------------------------------------
ALIBABA GROUP HOLDING LIMITED Agenda Number: 935699807
--------------------------------------------------------------------------------------------------------------------------
Security: 01609W102
Meeting Type: Annual
Meeting Date: 30-Sep-2022
Ticker: BABA
ISIN: US01609W1027
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Election of Director: DANIEL YONG ZHANG (To Mgmt For For
serve as a Group II director for a term of
office to expire at the third succeeding
annual general meeting after his or her
election.)
1.2 Election of Director: JERRY YANG (To serve Mgmt For For
as a Group II director for a term of office
to expire at the third succeeding annual
general meeting after his or her election.)
1.3 Election of Director: WAN LING MARTELLO (To Mgmt For For
serve as a Group II director for a term of
office to expire at the third succeeding
annual general meeting after his or her
election.)
1.4 Election of Director: WEIJIAN SHAN (To Mgmt For For
serve the remaining term of the Company's
Group I directors, which will end at the
Company's 2024 annual general meeting.)
1.5 Election of Director: IRENE YUN-LIEN LEE Mgmt For For
(To serve the remaining term of the
Company's Group I directors, which will end
at the Company's 2024 annual general
meeting.)
1.6 Election of Director: ALBERT KONG PING NG Mgmt For For
(To serve as a Group II director for a term
of office to expire at the third succeeding
annual general meeting after his or her
election.)
2. Ratify the appointment of Mgmt For For
PricewaterhouseCoopers as the independent
registered public accounting firm of the
Company for the fiscal year ending March
31, 2023.
--------------------------------------------------------------------------------------------------------------------------
AMBEV S.A. Agenda Number: 935826694
--------------------------------------------------------------------------------------------------------------------------
Security: 02319V103
Meeting Type: Annual
Meeting Date: 28-Apr-2023
Ticker: ABEV
ISIN: US02319V1035
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 analyze and approve the management Mgmt For For
accounts, with examination, discussion and
voting on the Company's financial
statements related to the fiscal year ended
December 31, 2022.
2 resolve on the allocation of the net Mgmt For For
profits for the fiscal year ended December
31, 2022, pursuant to the Management
Proposal.
3 approve the number of members of the Board Mgmt For For
of Directors to 11 effective seats and 2
alternates, for a 3-year term, which will
end at the Ordinary Shareholder's Meeting
to be held in 2026, pursuant to the
Management Proposal.
4AA Election of Effective Director for a term Mgmt For For
of 3 years, as per the Management Proposal:
Michel Dimitrios Doukeris
4AB Election of Effective Director for a term Mgmt For For
of 3 years, as per the Management Proposal:
Victorio Carlos De Marchi
4AC Election of Effective Director for a term Mgmt For For
of 3 years, as per the Management Proposal:
Milton Seligman
4AD Election of Effective Director for a term Mgmt For For
of 3 years, as per the Management Proposal:
Fabio Colleti Barbosa
4AE Election of Effective Director for a term Mgmt For For
of 3 years, as per the Management Proposal:
Fernando Mommensohn Tennenbaum
4AF Election of Effective Director for a term Mgmt For For
of 3 years, as per the Management Proposal:
Lia Machado de Matos
4AG Election of Effective Director for a term Mgmt For For
of 3 years, as per the Management Proposal:
Nelson Jose Jamel
4AH Election of Effective Director for a term Mgmt For For
of 3 years, as per the Management Proposal:
Carlos Eduardo Klutzenschell Lisboa
4AI Election of Effective Director for a term Mgmt For For
of 3 years, as per the Management Proposal:
Claudia Quintella Woods (Independent
Member)
4AJ Election of Effective Director for a term Mgmt For For
of 3 years, as per the Management Proposal:
Marcos de Barros Lisboa (Independent
Member)
4AK Election of Effective Director for a term Mgmt For For
of 3 years, as per the Management Proposal:
Luciana Pires Dias (Independent Member)
4BA Election of Alternate Director for a term Mgmt For For
of 3 years, as per the Management Proposal:
Ricardo Tadeu Almeida Cabral de Soares
4BB Election of Alternate Director for a term Mgmt For For
of 3 years, as per the Management Proposal:
David Henrique Galatro de Almeida
5 In case of the adoption of multiple voting, Mgmt For For
should the votes regarding your shares be
equally distributed for all the members you
have chosen? If the shareholder chooses to
"abstain" and the election occurs by the
multiple voting process, his/her vote must
be counted as an abstention in the
respective resolution of the meeting.
6A1 Elect the effective and alternate members Mgmt Abstain Against
of the Fiscal Council for a term in office
of 1 year, which shall end on the Ordinary
General Meeting to be held in 2024:
Controller Slate - Fiscal Council: Jose
Ronaldo Vilela Rezende, Elidie Palma
Bifano, Emanuel Sotelino Schifferle
(Alternate), Eduardo Rogatto Luque
(Alternate) Please vote in one option only
6A1/6A2 or 6B. Voting in 6A and 6B will
deem your vote invalid.
6A2 If one of the candidates that are part of Mgmt Against Against
the slate fails to integrate it to
accommodate the separate election, your
votes may still be given to the chosen
slate? Please vote in one option only
6A1/6A2 or 6B. Voting in 6A and 6B will
deem your vote invalid.
6B Separate Election of the fiscal council - Mgmt For
Candidates nominated by minority
shareholders Fabio de Oliveira Moser /
Nilson Martiniano Moreira Please vote in
one option only 6A1/6A2 or 6B. Voting in
6A and 6B will deem your vote invalid.
7 Establish the overall management Mgmt Against Against
compensation for the fiscal year of 2023,
pursuant to the Management Proposal.
8 establish the compensation of the members Mgmt For For
of the Fiscal Council for the fiscal year
of 2023, pursuant to the Management
Proposal.
E1A Amend the Company's Bylaws to: add item "r" Mgmt For For
of article 3, to detail in the corporate
purpose of the Company ancillary activities
related to the main activities carried out
by the Company.
E1B Amend the Company's Bylaws to: amend the Mgmt For For
heading of article 5, in order to reflect
the capital increases approved by the Board
of Directors up to the date of the AGOE,
within the authorized capital limit.
E1C Amend the Company's Bylaws to: Amend Mgmt For For
section 5 of article 15, in order to adapt
it to the provisions of CVM Resolution
80/22.
E1D Amend the Company's Bylaws to: amend the Mgmt For For
wording of item "c" of article 21, in order
to clarify that all the Company's annual
strategic long-term plans shall be approved
by the Board of Directors.
E2 consolidate the Company's Bylaws. Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
ANHEUSER-BUSCH INBEV SA/NV Agenda Number: 716835054
--------------------------------------------------------------------------------------------------------------------------
Security: B639CJ108
Meeting Type: AGM
Meeting Date: 26-Apr-2023
Ticker: ABI
ISIN: BE0974293251
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT VOTING MUST BE LODGED WITH BENEFICIAL OWNER Non-Voting
DETAILS AS PROVIDED BY YOUR CUSTODIAN BANK.
ACCOUNTS WITH MULTIPLE BENEFICIAL OWNERS
WILL REQUIRE DISCLOSURE OF EACH BENEFICIAL
OWNER NAME, ADDRESS AND SHARE POSITION
CMMT A BENEFICIAL OWNER SIGNED POWER OF ATTORNEY Non-Voting
(POA) MAY BE REQUIRED TO LODGE VOTING
INSTRUCTIONS. IF NO POA IS SUBMITTED, YOUR
INSTRUCTIONS MAY BE REJECTED
CMMT VOTING MUST BE LODGED WITH SHAREHOLDER Non-Voting
DETAILS AS PROVIDED BY YOUR CUSTODIAN BANK.
IF NO SHAREHOLDER DETAILS ARE PROVIDED,
YOUR INSTRUCTIONS MAY BE REJECTED
A.1. AMEND ARTICLES RE: COMPOSITION RULES FOR Mgmt For For
THE BOARD OF DIRECTORS
B.2. RECEIVE DIRECTORS' REPORTS Non-Voting
B.3. RECEIVE AUDITORS' REPORTS Non-Voting
B.4. RECEIVE CONSOLIDATED FINANCIAL STATEMENTS Non-Voting
AND STATUTORY REPORTS
B.5. APPROVE FINANCIAL STATEMENTS, ALLOCATION OF Mgmt For For
INCOME AND DIVIDENDS OF EUR 0.75 PER SHARE
B.6. APPROVE DISCHARGE OF DIRECTORS Mgmt For For
B.7. APPROVE DISCHARGE OF AUDITORS Mgmt For For
B8.a. ELECT ARADHANA SARIN AS INDEPENDENT Mgmt For For
DIRECTOR
B8.b. ELECT DIRK VAN DE PUT AS INDEPENDENT Mgmt For For
DIRECTOR
B8.c. ELECT LYNNE BIGGAR AS INDEPENDENT DIRECTOR Mgmt For For
B8.d. REELECT SABINE CHALMERS AS DIRECTOR Mgmt Against Against
B8.e. REELECT CLAUDIO GARCIA AS DIRECTOR Mgmt Against Against
B8.f. ELECT HELOISA SICUPIRA AS DIRECTOR Mgmt For For
B8.g. REELECT MARTIN J. BARRINGTON AS RESTRICTED Mgmt For For
SHARE DIRECTOR
B8.h. REELECT ALEJANDRO SANTO DOMINGO AS Mgmt Against Against
RESTRICTED SHARE DIRECTOR
B8.i. ELECT SALVATORE MANCUSO AS RESTRICTED SHARE Mgmt For For
DIRECTOR
B.9. APPROVE REMUNERATION REPORT Mgmt Against Against
C.10. AUTHORIZE IMPLEMENTATION OF APPROVED Mgmt For For
RESOLUTIONS AND FILING OF REQUIRED
DOCUMENTS/FORMALITIES AT TRADE REGISTRY
CMMT 29 MAR 2023: INTERMEDIARY CLIENTS ONLY - Non-Voting
PLEASE NOTE THAT IF YOU ARE CLASSIFIED AS
AN INTERMEDIARY CLIENT UNDER THE
SHAREHOLDER RIGHTS DIRECTIVE II, YOU SHOULD
BE PROVIDING THE UNDERLYING SHAREHOLDER
INFORMATION AT THE VOTE INSTRUCTION LEVEL.
IF YOU ARE UNSURE ON HOW TO PROVIDE THIS
LEVEL OF DATA TO BROADRIDGE OUTSIDE OF
PROXYEDGE, PLEASE SPEAK TO YOUR DEDICATED
CLIENT SERVICE REPRESENTATIVE FOR
ASSISTANCE
CMMT 05 APR 2023: PLEASE NOTE THAT THIS IS A Non-Voting
REVISION DUE TO ADDITION OF COMMENT AND
CHANGE IN NUMBERING OF ALL RESOLUTIONS AND
CHANGE IN MEETING TYPE FROM MIX TO AGM. IF
YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE
DO NOT VOTE AGAIN UNLESS YOU DECIDE TO
AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU
--------------------------------------------------------------------------------------------------------------------------
BAIDU, INC. Agenda Number: 935888339
--------------------------------------------------------------------------------------------------------------------------
Security: 056752108
Meeting Type: Annual
Meeting Date: 27-Jun-2023
Ticker: BIDU
ISIN: US0567521085
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. THAT the Company's Fourth Amended and Mgmt For For
Restated Memorandum of Association and
Articles of Association be amended and
restated by their deletion in their
entirety and by the substitution in their
place of the Fifth Amended and Restated
Memorandum of Association and Articles of
Association in the form as set out in the
Notice of the Annual General Meeting of the
Company (the "Amended M&AA") for the
purposes of, among others, (i) bringing the
Amended M&AA in line with applicable
amendments made to ...(due to space limits,
see proxy material for full proposal).
--------------------------------------------------------------------------------------------------------------------------
BLOCK, INC. Agenda Number: 935856560
--------------------------------------------------------------------------------------------------------------------------
Security: 852234103
Meeting Type: Annual
Meeting Date: 13-Jun-2023
Ticker: SQ
ISIN: US8522341036
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
ROELOF BOTHA Mgmt For For
AMY BROOKS Mgmt For For
SHAWN CARTER Mgmt For For
JAMES MCKELVEY Mgmt For For
2. TO APPROVE, ON AN ADVISORY BASIS, THE Mgmt For For
COMPENSATION OF OUR NAMED EXECUTIVE
OFFICERS.
3. TO RATIFY THE APPOINTMENT OF ERNST & YOUNG Mgmt For For
LLP AS OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM FOR OUR FISCAL YEAR ENDING
DECEMBER 31, 2023.
4. STOCKHOLDER PROPOSAL REGARDING OUR Shr Against For
DIVERSITY AND INCLUSION DISCLOSURE
SUBMITTED BY ONE OF OUR STOCKHOLDERS, IF
PROPERLY PRESENTED AT THE ANNUAL MEETING.
--------------------------------------------------------------------------------------------------------------------------
BUDWEISER BREWING COMPANY APAC LIMITED Agenda Number: 717041329
--------------------------------------------------------------------------------------------------------------------------
Security: G1674K101
Meeting Type: AGM
Meeting Date: 08-May-2023
Ticker: 1876
ISIN: KYG1674K1013
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THE COMPANY NOTICE AND Non-Voting
PROXY FORM ARE AVAILABLE BY CLICKING ON THE
URL LINKS:
https://www1.hkexnews.hk/listedco/listconew
s/sehk/2023/0413/2023041300481.pdf AND
https://www1.hkexnews.hk/listedco/listconew
s/sehk/2023/0413/2023041300515.pdf
CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED Non-Voting
TO VOTE 'IN FAVOR' OR 'AGAINST' FOR ALL
RESOLUTIONS, ABSTAIN IS NOT A VOTING OPTION
ON THIS MEETING
1 TO RECEIVE AND CONSIDER THE AUDITED Mgmt For For
FINANCIAL STATEMENTS OF THE COMPANY AND THE
REPORTS OF THE DIRECTORS AND AUDITORS FOR
THE YEAR ENDED 31 DECEMBER 2022
2 TO DECLARE THE FINAL DIVIDEND OF USD 3.78 Mgmt For For
CENTS PER SHARE FOR THE YEAR ENDED 31
DECEMBER 2022
3.A TO RE-ELECT MR. JAN CRAPS AS EXECUTIVE Mgmt For For
DIRECTOR
3.B TO RE-ELECT MR. MICHEL DOUKERIS AS Mgmt Against Against
NON-EXECUTIVE DIRECTOR
3.C TO RE-ELECT MS. KATHERINE BARRETT AS Mgmt For For
NON-EXECUTIVE DIRECTOR
3.D TO RE-ELECT MR. NELSON JAMEL AS Mgmt For For
NON-EXECUTIVE DIRECTOR
3.E TO RE-ELECT MR. MARTIN CUBBON AS Mgmt For For
INDEPENDENT NON-EXECUTIVE DIRECTOR
3.F TO RE-ELECT MS. MARJORIE MUN TAK YANG AS Mgmt For For
INDEPENDENT NON-EXECUTIVE DIRECTOR
3.G TO RE-ELECT MS. KATHERINE KING-SUEN TSANG Mgmt For For
AS INDEPENDENT NON-EXECUTIVE DIRECTOR
3.H TO AUTHORISE THE BOARD OF DIRECTORS TO FIX Mgmt For For
THE DIRECTORS REMUNERATION
4 TO RE-APPOINT PRICEWATERHOUSECOOPERS AS THE Mgmt For For
INDEPENDENT AUDITORS OF THE COMPANY TO HOLD
OFFICE UNTIL THE CONCLUSION OF THE NEXT
ANNUAL GENERAL MEETING AND TO AUTHORISE THE
BOARD TO FIX THEIR REMUNERATION
5 TO GIVE A GENERAL MANDATE TO THE DIRECTORS Mgmt For For
TO REPURCHASE SHARES OF THE COMPANY
(SHARES) NOT EXCEEDING 10% OF THE TOTAL
NUMBER OF ISSUED SHARES OF THE COMPANY AS
AT THE DATE OF PASSING OF THIS RESOLUTION
6 TO GIVE A GENERAL MANDATE TO THE DIRECTORS Mgmt Against Against
TO ALLOT, ISSUE AND DEAL WITH ADDITIONAL
SHARES OF THE COMPANY NOT EXCEEDING 20% OF
THE TOTAL NUMBER OF ISSUED SHARES AS AT THE
DATE OF PASSING OF THIS RESOLUTION
7 TO EXTEND THE GENERAL MANDATE GRANTED TO Mgmt Against Against
THE DIRECTORS TO ALLOT, ISSUE AND DEAL WITH
ADDITIONAL SHARES IN THE CAPITAL OF THE
COMPANY BY THE AGGREGATE NUMBER OF THE
SHARES REPURCHASED BY THE COMPANY
8 TO APPROVE THE PROPOSED AMENDMENTS TO THE Mgmt Against Against
COMPANYS SHARE AWARD SCHEMES (NAMELY, THE
NEW RESTRICTED STOCK UNITS PLAN ADOPTED BY
THE COMPANY ON 25 NOVEMBER 2020, AND THE
DISCRETIONARY RESTRICTED STOCK UNITS PLAN,
THE SHARE-BASED COMPENSATION PLAN, THE
PEOPLE BET PLAN, AND THE DISCRETIONARY
LONG-TERM INCENTIVE PLAN OF THE COMPANY,
EACH OF WHICH WAS APPROVED ON 9 SEPTEMBER
2019) (THE SHARE AWARD SCHEMES) AS SET OUT
IN APPENDIX III TO THE CIRCULAR DATED 14
APRIL 2023
9 TO REFRESH THE MAXIMUM NUMBER OF NEW SHARES Mgmt Against Against
THAT MAY BE ISSUED IN RESPECT OF THE
RESTRICTED SHARE UNITS AND LOCKED-UP SHARES
WHICH MAY BE GRANTED PURSUANT TO THE SHARE
AWARD SCHEMES, WHICH SHALL BE
1,324,339,700, SUBJECT TO ADJUSTMENT FOR
CHANGE OF THE COMPANYS ISSUED SHARE CAPITAL
UP TO THE DATE OF THE ANNUAL GENERAL
MEETING
CMMT 14 APR 2023: PLEASE NOTE THAT THIS IS A Non-Voting
REVISION DUE TO CHANGE IN BALLOT LABEL. IF
YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE
DO NOT VOTE AGAIN UNLESS YOU DECIDE TO
AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU
--------------------------------------------------------------------------------------------------------------------------
CRISPR THERAPEUTICS AG Agenda Number: 935847218
--------------------------------------------------------------------------------------------------------------------------
Security: H17182108
Meeting Type: Annual
Meeting Date: 08-Jun-2023
Ticker: CRSP
ISIN: CH0334081137
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Approval of the Swiss management report, Mgmt For For
the consolidated financial statements and
the statutory financial statements of the
Company for the year ended December 31,
2022.
2. Approval of the appropriation of financial Mgmt For For
results.
3. Discharge of the members of the Board of Mgmt For For
Directors and Executive Committee.
4.a Re-election of Rodger Novak, M.D., as Mgmt For For
member and Chairman
4.b Re-election of Samarth Kulkarni, Ph.D. as a Mgmt For For
member to the Board of Directors
4.c Re-election of Ali Behbahani, M.D. as a Mgmt Against Against
member to the Board of Directors
4.d Re-election of Maria Fardis, Ph.D. as a Mgmt For For
member to the Board of Directors
4.e Re-election of H. Edward Fleming, Jr., M.D. Mgmt For For
as a member to the Board of Directors
4.f Re-election of Simeon J. George, M.D. as a Mgmt For For
member to the Board of Directors
4.g Re-election of John T. Greene as a member Mgmt For For
to the Board of Directors
4.h Re-election of Katherine A. High, M.D. as a Mgmt For For
member to the Board of Directors
4.i Re-election of Douglas A. Treco, Ph.D. as a Mgmt For For
member to the Board of Directors
5.a Re-election of Ali Behbahani, M.D. as a Mgmt Against Against
member of the Compensation Committee
5.b Election of H. Edward Fleming, Jr., M.D. as Mgmt For For
a member of the Compensation Committee
5.c Re-election of Simeon J. George, M.D. as a Mgmt For For
member of the Compensation Committee
5.d Re-election of John T. Greene as a member Mgmt For For
of the Compensation Committee
6.a Binding vote on maximum Mgmt For For
non-performance-related compensation for
members of the Board of Directors from the
2023 Annual General Meeting to the 2024
annual general meeting of shareholders.
6.b Binding vote on maximum equity for members Mgmt Against Against
of the Board of Directors from the 2023
Annual General Meeting to the 2024 annual
general meeting of shareholders.
6.c Binding vote on maximum Mgmt For For
non-performance-related compensation for
members of the Executive Committee from
July 1, 2023 to June 30, 2024.
6.d Binding vote on maximum variable Mgmt For For
compensation for members of the Executive
Committee for the current year ending
December 31, 2023.
6.e Binding vote on maximum equity for members Mgmt For For
of the Executive Committee from the 2023
Annual General Meeting to the 2024 annual
general meeting of shareholders.
6.f Non-binding advisory vote on the 2022 Mgmt For For
Compensation Report.
7. Non-binding advisory vote to approve the Mgmt For For
compensation paid to the Company's named
executive officers under U.S. securities
law requirements.
8. Approval of a capital band. Mgmt For For
9. Approval of an increase in the conditional Mgmt For For
share capital for employee equity plans.
10. Approval of an amendment to the CRISPR Mgmt For For
Therapeutics AG 2018 Stock Option and
Incentive Plan.
11. Approval of a reduction in the maximum size Mgmt For For
of the Board of Directors.
12a Approval of amendments to the Articles of Mgmt For For
Association to reflect revised Swiss
corporate law and other changes: Additions
to the purpose of the Company.
12b Approval of amendments to the Articles of Mgmt For For
Association to reflect revised Swiss
corporate law and other changes: General
Meeting abroad and virtual General Meeting.
12c Approval of amendments to the Articles of Mgmt Against Against
Association to reflect revised Swiss
corporate law and other changes: Inclusion
of a jurisdiction clause.
12d Approval of amendments to the Articles of Mgmt For For
Association to reflect revised Swiss
corporate law and other changes: Alignment
with compulsory new regulations.
12e Approval of amendments to the Articles of Mgmt For For
Association to reflect revised Swiss
corporate law and other changes: Editorial
and other changes.
13. Re-election of the independent voting Mgmt For For
rights representative.
14. Re-election of the auditors. Mgmt For For
15. Transact any other business that may Mgmt Against Against
properly come before the 2023 Annual
General Meeting or any adjournment or
postponement thereof.
--------------------------------------------------------------------------------------------------------------------------
DALI FOODS GROUP CO LTD Agenda Number: 717106151
--------------------------------------------------------------------------------------------------------------------------
Security: G2743Y106
Meeting Type: AGM
Meeting Date: 18-May-2023
Ticker:
ISIN: KYG2743Y1061
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THE COMPANY NOTICE AND Non-Voting
PROXY FORM ARE AVAILABLE BY CLICKING ON THE
URL LINKS:
https://www1.hkexnews.hk/listedco/listconew
s/sehk/2023/0424/2023042400757.pdf AND
https://www1.hkexnews.hk/listedco/listconew
s/sehk/2023/0424/2023042400769.pdf
CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED Non-Voting
TO VOTE 'IN FAVOR' OR 'AGAINST' FOR ALL
RESOLUTIONS, ABSTAIN IS NOT A VOTING OPTION
ON THIS MEETING
1 TO RECEIVE THE AUDITED CONSOLIDATED Mgmt For For
FINANCIAL STATEMENTS OF THE COMPANY AND ITS
SUBSIDIARIES AND THE REPORTS OF THE
DIRECTORS AND INDEPENDENT AUDITORS FOR THE
YEAR ENDED DECEMBER 31, 2022
2 TO DECLARE A FINAL DIVIDEND OF HKD0.053 PER Mgmt For For
SHARE FOR THE YEAR ENDED DECEMBER 31, 2022
3 TO DECLARE A SPECIAL DIVIDEND OF HKD0.053 Mgmt For For
PER SHARE FOR THE YEAR ENDED DECEMBER 31,
2022
4.A TO RE-ELECT MR. XU SHIHUI AS AN EXECUTIVE Mgmt For For
DIRECTOR
4.B TO RE-ELECT MR. ZHUANG WEIQIANG AS AN Mgmt For For
EXECUTIVE DIRECTOR
4.C TO RE-ELECT MS. XU YANGYANG AS AN EXECUTIVE Mgmt Against Against
DIRECTOR
4.D TO RE-ELECT MS. HUANG JIAYING AS AN Mgmt For For
EXECUTIVE DIRECTOR
4.E TO RE-ELECT MS. XU BIYING AS A Mgmt For For
NON-EXECUTIVE DIRECTOR
4.F TO RE-ELECT MS. HU XIAOLING AS A Mgmt Against Against
NON-EXECUTIVE DIRECTOR
4.G TO RE-ELECT MR. NG KONG HING AS AN Mgmt For For
INDEPENDENT NON-EXECUTIVE DIRECTOR
4.H TO RE-ELECT MR. LIU XIAOBIN AS AN Mgmt For For
INDEPENDENT NON-EXECUTIVE DIRECTOR
4.I TO RE-ELECT DR. LIN ZHIJUN AS AN Mgmt Against Against
INDEPENDENT NON-EXECUTIVE DIRECTOR
5 TO AUTHORISE THE BOARD OF DIRECTORS TO FIX Mgmt For For
THE DIRECTORS REMUNERATION
6 TO RE-APPOINT MESSRS. ERNST & YOUNG AS Mgmt For For
AUDITORS AND TO AUTHORISE THE BOARD OF
DIRECTORS TO FIX THEIR REMUNERATION
7 TO GRANT A GENERAL MANDATE TO THE DIRECTORS Mgmt For For
TO REPURCHASE SHARES OF THE COMPANY NOT
EXCEEDING 10% OF THE TOTAL NUMBER OF ISSUED
SHARES OF THE COMPANY AS AT THE DATE OF
PASSING OF THIS RESOLUTION
8 TO GRANT A GENERAL MANDATE TO THE DIRECTORS Mgmt Against Against
TO ALLOT, ISSUE AND DEAL WITH ADDITIONAL
SHARES OF THE COMPANY NOT EXCEEDING 20% OF
THE TOTAL NUMBER OF ISSUED SHARES OF THE
COMPANY AS AT THE DATE OF PASSING OF THIS
RESOLUTION
9 TO EXTEND THE GENERAL MANDATE GRANTED TO Mgmt Against Against
THE DIRECTORS TO ISSUE, ALLOT AND DEAL WITH
ADDITIONAL SHARES IN THE CAPITAL OF THE
COMPANY BY THE AGGREGATE NUMBER OF THE
SHARES REPURCHASED BY THE COMPANY
--------------------------------------------------------------------------------------------------------------------------
DIAGEO PLC Agenda Number: 716022948
--------------------------------------------------------------------------------------------------------------------------
Security: G42089113
Meeting Type: AGM
Meeting Date: 06-Oct-2022
Ticker:
ISIN: GB0002374006
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 REPORT AND ACCOUNTS 2022 Mgmt For For
2 DIRECTORS' REMUNERATION REPORT 2022 Mgmt For For
3 DECLARATION OF FINAL DIVIDEND Mgmt For For
4 APPOINTMENT OF KAREN BLACKETT (1,3,4) AS A Mgmt For For
DIRECTOR
5 RE-APPOINTMENT OF MELISSA BETHELL (1,3,4) Mgmt For For
AS A DIRECTOR
6 RE-APPOINTMENT OF LAVANYA CHANDRASHEKAR (2) Mgmt For For
AS A DIRECTOR
7 RE-APPOINTMENT OF VALERIE Mgmt For For
CHAPOULAUD-FLOQUET (1,3,4) AS A DIRECTOR
8 RE-APPOINTMENT OF JAVIER FERRAN (3) AS A Mgmt For For
DIRECTOR
9 RE-APPOINTMENT OF SUSAN KILSBY (1,3,4) AS A Mgmt For For
DIRECTOR
10 RE-APPOINTMENT OF SIR JOHN MANZONI (1,3,4) Mgmt For For
AS A DIRECTOR
11 RE-APPOINTMENT OF LADY MENDELSOHN (1,3,4) Mgmt For For
AS A DIRECTOR
12 RE-APPOINTMENT OF IVAN MENEZES (2) AS A Mgmt For For
DIRECTOR
13 RE-APPOINTMENT OF ALAN STEWART (1,3,4) AS A Mgmt For For
DIRECTOR
14 RE-APPOINTMENT OF IREENA VITTAL (1,3,4) AS Mgmt For For
A DIRECTOR
15 REAPPOINT PRICEWATERHOUSECOOPERS LLP AS Mgmt For For
AUDITORS
16 REMUNERATION OF AUDITOR Mgmt For For
17 AUTHORITY TO MAKE POLITICAL DONATIONS Mgmt For For
AND/OR TO INCUR POLITICAL EXPENDITURE
18 AMENDMENT OF THE DIAGEO PLC 2017 IRISH Mgmt For For
SHARE OWNERSHIP PLAN
19 AUTHORITY TO ALLOT SHARES Mgmt For For
20 DISAPPLICATION OF PRE-EMPTION RIGHTS Mgmt For For
21 AUTHORITY TO PURCHASE OWN ORDINARY SHARES Mgmt For For
22 REDUCED NOTICE OF A GENERAL MEETING OTHER Mgmt For For
THAN AN AGM
CMMT 07 SEP 2022: PLEASE NOTE THAT THIS IS A Non-Voting
REVISION DUE TO MODIFICATION OF THE TEXT OF
RESOLUTION 15. IF YOU HAVE ALREADY SENT IN
YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS
YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU
--------------------------------------------------------------------------------------------------------------------------
DOXIMITY, INC Agenda Number: 935675667
--------------------------------------------------------------------------------------------------------------------------
Security: 26622P107
Meeting Type: Annual
Meeting Date: 27-Jul-2022
Ticker: DOCS
ISIN: US26622P1075
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Jeffrey Tangney Mgmt For For
Kira Wampler Mgmt For For
2. To ratify the appointment of Deloitte & Mgmt For For
Touche LLP as the independent registered
public accounting firm for the year ending
March 31, 2023.
--------------------------------------------------------------------------------------------------------------------------
ESSILORLUXOTTICA SA Agenda Number: 716866477
--------------------------------------------------------------------------------------------------------------------------
Security: F31665106
Meeting Type: MIX
Meeting Date: 17-May-2023
Ticker:
ISIN: FR0000121667
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT 28 APR 2023: PLEASE NOTE THAT IMPORTANT Non-Voting
ADDITIONAL MEETING INFORMATION IS AVAILABLE
BY CLICKING ON THE MATERIAL URL LINKS:
https://www.journal-officiel.gouv.fr/telech
argements/BALO/pdf/2023/0315/202303152300518
.pdf AND
https://www.journal-officiel.gouv.fr/telech
argements/BALO/pdf/2023/0428/202304282301132
.pdf AND PLEASE NOTE THAT THIS IS A REVISION
DUE TO RECEIPT OF UPDATED BALO LINK. IF YOU
HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO
NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND
YOUR ORIGINAL INSTRUCTIONS. THANK YOU
CMMT FOR SHAREHOLDERS NOT HOLDING SHARES Non-Voting
DIRECTLY WITH A FRENCH CUSTODIAN, VOTING
INSTRUCTIONS WILL BE FORWARDED TO YOUR
GLOBAL CUSTODIAN ON VOTE DEADLINE DATE. THE
GLOBAL CUSTODIAN AS THE REGISTERED
INTERMEDIARY WILL SIGN THE PROXY CARD AND
FORWARD TO THE LOCAL CUSTODIAN FOR LODGMENT
CMMT FOR FRENCH MEETINGS 'ABSTAIN' IS A VALID Non-Voting
VOTING OPTION. FOR ANY ADDITIONAL
RESOLUTIONS RAISED AT THE MEETING THE
VOTING INSTRUCTION WILL DEFAULT TO
'AGAINST.' IF YOUR CUSTODIAN IS COMPLETING
THE PROXY CARD, THE VOTING INSTRUCTION WILL
DEFAULT TO THE PREFERENCE OF YOUR CUSTODIAN
CMMT VOTING MUST BE LODGED WITH SHAREHOLDER Non-Voting
DETAILS AS PROVIDED BY YOUR CUSTODIAN BANK.
IF NO SHAREHOLDER DETAILS ARE PROVIDED,
YOUR INSTRUCTIONS MAY BE REJECTED
CMMT FOR SHAREHOLDERS HOLDING SHARES DIRECTLY Non-Voting
REGISTERED IN THEIR OWN NAME ON THE COMPANY
SHARE REGISTER, YOU SHOULD RECEIVE A PROXY
CARD/VOTING FORM DIRECTLY FROM THE ISSUER.
PLEASE SUBMIT YOUR VOTE DIRECTLY BACK TO
THE ISSUER VIA THE PROXY CARD/VOTING FORM,
DO NOT SUBMIT YOUR VOTE VIA BROADRIDGE
SYSTEMS/PLATFORMS OR YOUR INSTRUCTIONS MAY
BE REJECTED
CMMT INTERMEDIARY CLIENTS ONLY - PLEASE NOTE Non-Voting
THAT IF YOU ARE CLASSIFIED AS AN
INTERMEDIARY CLIENT UNDER THE SHAREHOLDER
RIGHTS DIRECTIVE II, YOU SHOULD BE
PROVIDING THE UNDERLYING SHAREHOLDER
INFORMATION AT THE VOTE INSTRUCTION LEVEL.
IF YOU ARE UNSURE ON HOW TO PROVIDE THIS
LEVEL OF DATA TO BROADRIDGE OUTSIDE OF
PROXYEDGE, PLEASE SPEAK TO YOUR DEDICATED
CLIENT SERVICE REPRESENTATIVE FOR
ASSISTANCE
1 APPROVAL OF THE 2022 COMPANY FINANCIAL Mgmt For For
STATEMENTS
2 APPROVAL OF THE 2022 CONSOLIDATED FINANCIAL Mgmt For For
STATEMENTS
3 ALLOCATION OF EARNINGS AND SETTING OF THE Mgmt For For
DIVIDEND
4 RATIFICATION OF THE COOPTATION OF MARIO Mgmt For For
NOTARI AS DIRECTOR IN REPLACEMENT OF
LEONARDO DEL VECCHIO WHO PASSED AWAY ON
JUNE 27, 2022
5 AGREEMENTS FALLING WITHIN THE SCOPE OF Mgmt For For
ARTICLES L.225-38 AND SUBSEQUENT OF THE
FRENCH COMMERCIAL CODE
6 APPROVAL OF THE REPORT ON THE COMPENSATION Mgmt For For
AND BENEFITS IN KIND PAID IN 2022 OR
AWARDED IN RESPECT OF 2022 TO CORPORATE
OFFICERS
7 APPROVAL OF THE FIXED, VARIABLE AND Mgmt For For
EXCEPTIONAL COMPONENTS COMPRISING THE TOTAL
COMPENSATION AND BENEFITS IN KIND PAID IN
2022 OR AWARDED IN RESPECT OF 2022 TO THE
CHAIRMAN OF THE BOARD OF DIRECTORS FOR THE
PERIOD FROM JANUARY 1ST TO JUNE 27, 2022
8 APPROVAL OF THE FIXED, VARIABLE AND Mgmt Against Against
EXCEPTIONAL COMPONENTS COMPRISING THE TOTAL
COMPENSATION AND BENEFITS IN KIND PAID IN
2022 OR AWARDED IN RESPECT OF 2022 TO
FRANCESCO MILLERI, CHIEF EXECUTIVE OFFICER
UNTIL JUNE 27, 2022, AND THEN CHAIRMAN AND
CHIEF EXECUTIVE OFFICER
9 APPROVAL OF THE FIXED, VARIABLE AND Mgmt Against Against
EXCEPTIONAL COMPONENTS COMPRISING THE TOTAL
COMPENSATION AND BENEFITS IN KIND PAID IN
2022 OR AWARDED IN RESPECT OF 2022 TO PAUL
DU SAILLANT, DEPUTY CHIEF EXECUTIVE OFFICER
10 APPROVAL OF THE COMPENSATION POLICY Mgmt For For
APPLICABLE TO THE MEMBERS OF THE BOARD OF
DIRECTORS FOR THE FISCAL YEAR 2023
11 APPROVAL OF THE COMPENSATION POLICY Mgmt Against Against
APPLICABLE TO THE CHAIRMAN AND CHIEF
EXECUTIVE OFFICER FOR THE FISCAL YEAR 2023
12 APPROVAL OF THE COMPENSATION POLICY Mgmt Against Against
APPLICABLE TO THE DEPUTY CHIEF EXECUTIVE
OFFICER FOR THE FISCAL YEAR 2023
13 AUTHORIZATION TO BE GRANTED TO THE BOARD OF Mgmt For For
DIRECTORS TO PROCEED WITH THE PURCHASE OF
COMPANY'S OWN ORDINARY SHARES
14 AUTHORIZATION TO BE GRANTED TO THE BOARD OF Mgmt For For
DIRECTORS TO REDUCE THE SHARE CAPITAL BY
CANCELLING COMPANY TREASURY SHARES
15 DELEGATION OF AUTHORITY GRANTED TO THE Mgmt For For
BOARD OF DIRECTORS ENTAILING A CAPITAL
INCREASE BY CAPITALIZATION OF PREMIUMS,
RESERVES, PROFITS OR OTHER RIGHTS
16 DELEGATION OF AUTHORITY GRANTED TO THE Mgmt For For
BOARD OF DIRECTORS TO ISSUE SHARES AND
SECURITIES ENTAILING A SHARE CAPITAL
INCREASE, WITH PREFERENTIAL SUBSCRIPTION
RIGHTS
17 DELEGATION OF AUTHORITY GRANTED TO THE Mgmt For For
BOARD OF DIRECTORS TO ISSUE, WITH
CANCELLATION OF EXISTING SHAREHOLDERS
PREFERENTIAL SUBSCRIPTION RIGHTS,
SECURITIES GIVING ACCESS TO THE SHARE
CAPITAL, IMMEDIATELY OR IN THE FUTURE, BY
WAY OF AN OFFER TO THE PUBLIC AS PROVIDED
FOR IN ARTICLE L. 411-2, 1N, OF THE FRENCH
MONETARY AND FINANCIAL CODE
18 DELEGATION OF AUTHORITY GRANTED TO THE Mgmt For For
BOARD OF DIRECTORS FOR THE PURPOSE OF
DECIDING CAPITAL INCREASES RESERVED FOR
MEMBERS OF A COMPANY SAVINGS PLAN (FRENCH
PLANS DNPARGNE DENTREPRISE OR "PEE")
WITHOUT PREFERENTIAL SUBSCRIPTION RIGHTS
19 POWERS TO CARRY OUT FORMALITIES Mgmt For For
CMMT PLEASE NOTE THAT IF YOU HOLD CREST Non-Voting
DEPOSITORY INTERESTS (CDIS) AND PARTICIPATE
AT THIS MEETING, YOU (OR YOUR CREST
SPONSORED MEMBER/CUSTODIAN) WILL BE
REQUIRED TO INSTRUCT A TRANSFER OF THE
RELEVANT CDIS TO THE ESCROW ACCOUNT
SPECIFIED IN THE ASSOCIATED CORPORATE EVENT
IN THE CREST SYSTEM. THIS TRANSFER WILL
NEED TO BE COMPLETED BY THE SPECIFIED CREST
SYSTEM DEADLINE. ONCE THIS TRANSFER HAS
SETTLED, THE CDIS WILL BE BLOCKED IN THE
CREST SYSTEM. THE CDIS WILL TYPICALLY BE
RELEASED FROM ESCROW AS SOON AS PRACTICABLE
ON RECORD DATE +1 DAY (OR ON MEETING DATE
+1 DAY IF NO RECORD DATE APPLIES) UNLESS
OTHERWISE SPECIFIED, AND ONLY AFTER THE
AGENT HAS CONFIRMED AVAILABILITY OF THE
POSITION. IN ORDER FOR A VOTE TO BE
ACCEPTED, THE VOTED POSITION MUST BE
BLOCKED IN THE REQUIRED ESCROW ACCOUNT IN
THE CREST SYSTEM. BY VOTING ON THIS
MEETING, YOUR CREST SPONSORED
MEMBER/CUSTODIAN MAY USE YOUR VOTE
INSTRUCTION AS THE AUTHORIZATION TO TAKE
THE NECESSARY ACTION WHICH WILL INCLUDE
TRANSFERRING YOUR INSTRUCTED POSITION TO
ESCROW. PLEASE CONTACT YOUR CREST SPONSORED
MEMBER/CUSTODIAN DIRECTLY FOR FURTHER
INFORMATION ON THE CUSTODY PROCESS AND
WHETHER OR NOT THEY REQUIRE SEPARATE
INSTRUCTIONS FROM YOU
CMMT PLEASE NOTE SHARE BLOCKING WILL APPLY FOR Non-Voting
ANY VOTED POSITIONS SETTLING THROUGH
EUROCLEAR BANK
--------------------------------------------------------------------------------------------------------------------------
EXPERIAN PLC Agenda Number: 715797253
--------------------------------------------------------------------------------------------------------------------------
Security: G32655105
Meeting Type: AGM
Meeting Date: 21-Jul-2022
Ticker: EXPN
ISIN: GB00B19NLV48
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 TO RECEIVE OF THE ANNUAL REPORT AND Mgmt For For
FINANCIAL STATEMENTS OF THE COMPANY FOR THE
YEAR ENDED 31 MARCH 2022,TOGETHER WITH THE
REPORT OF THE AUDITOR
2 TO APPROVE THE REPORT ON DIRECTORS' Mgmt For For
REMUNERATION (EXCLUDING THE DIRECTORS'
REMUNERATION POLICY SET OUT ON PAGES 143 TO
146OF THE REPORT)
3 TO RE-ELECT DR RUBA BORNO AS A DIRECTOR OF Mgmt For For
THE COMPANY
4 TO RE-ELECT ALISON BRITTAIN AS A DIRECTOR Mgmt For For
OF THE COMPANY
5 TO RE-ELECT BRIAN CASSIN AS A DIRECTOR OF Mgmt For For
THE COMPANY
6 TO RE-ELECT CAROLINE DONAHUE AS A DIRECTOR Mgmt For For
OF THE COMPANY
7 TO RE-ELECT LUIZ FLEURY AS A DIRECTOR OF Mgmt For For
THE COMPANY
8 TO RE-ELECT JONATHAN HOWELL AS A DIRECTOR Mgmt For For
OF THE COMPANY
9 TO RE-ELECT LLOYD PITCHFORD AS A DIRECTOR Mgmt For For
OF THE COMPANY
10 TO RE-ELECT MIKE ROGERS AS A DIRECTOR OF Mgmt For For
THE COMPANY
11 TO RE-APPOINT KPMG LLP AS AUDITOR Mgmt For For
12 DIRECTORS' AUTHORITY TO DETERMINE THE Mgmt For For
REMUNERATION OF THE AUDITOR
13 DIRECTORS' AUTHORITY TO ALLOT RELEVANT Mgmt For For
SECURITIES
14 TO APPROVE SCHEDULES TO THE RULES OR THE Mgmt For For
RULES OF CERTAIN EXPERIAN SHARE PLANS
(PLEASE REFER TO THE NOTICE OF ANNUAL
GENERAL MEETING FOR FULL DETAILS OF THE
RESOLUTION)
15 DIRECTORS' AUTHORITY TO DISAPPLY Mgmt For For
PRE-EMPTION RIGHTS
16 ADDITIONAL DIRECTORS' AUTHORITY TO DISAPPLY Mgmt For For
PRE-EMPTION RIGHTS FOR
ACQUISITIONS/SPECIFIED CAPITAL INVESTMENTS
17 DIRECTORS' AUTHORITY TO PURCHASE THE Mgmt For For
COMPANY'S OWN SHARES
--------------------------------------------------------------------------------------------------------------------------
FANUC CORPORATION Agenda Number: 717378827
--------------------------------------------------------------------------------------------------------------------------
Security: J13440102
Meeting Type: AGM
Meeting Date: 29-Jun-2023
Ticker: 6954
ISIN: JP3802400006
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
Please reference meeting materials. Non-Voting
1 Approve Appropriation of Surplus Mgmt For For
2.1 Appoint a Director who is not Audit and Mgmt For For
Supervisory Committee Member Inaba,
Yoshiharu
2.2 Appoint a Director who is not Audit and Mgmt For For
Supervisory Committee Member Yamaguchi,
Kenji
2.3 Appoint a Director who is not Audit and Mgmt For For
Supervisory Committee Member Sasuga, Ryuji
2.4 Appoint a Director who is not Audit and Mgmt For For
Supervisory Committee Member Michael J.
Cicco
2.5 Appoint a Director who is not Audit and Mgmt For For
Supervisory Committee Member Yamazaki,
Naoko
2.6 Appoint a Director who is not Audit and Mgmt For For
Supervisory Committee Member Uozumi, Hiroto
2.7 Appoint a Director who is not Audit and Mgmt For For
Supervisory Committee Member Takeda, Yoko
3.1 Appoint a Director who is Audit and Mgmt Against Against
Supervisory Committee Member Okada, Toshiya
3.2 Appoint a Director who is Audit and Mgmt For For
Supervisory Committee Member Yokoi,
Hidetoshi
3.3 Appoint a Director who is Audit and Mgmt For For
Supervisory Committee Member Tomita, Mieko
3.4 Appoint a Director who is Audit and Mgmt For For
Supervisory Committee Member Igashima,
Shigeo
--------------------------------------------------------------------------------------------------------------------------
GALAXY ENTERTAINMENT GROUP LTD Agenda Number: 717085319
--------------------------------------------------------------------------------------------------------------------------
Security: Y2679D118
Meeting Type: AGM
Meeting Date: 22-May-2023
Ticker:
ISIN: HK0027032686
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT IN THE HONG KONG MARKET A VOTE OF ABSTAIN Non-Voting
WILL BE TREATED THE SAME AS A VOTE OF TAKE
NO ACTION.
CMMT PLEASE NOTE THAT THE COMPANY NOTICE AND Non-Voting
PROXY FORM ARE AVAILABLE BY CLICKING ON THE
URL LINKS:
https://www1.hkexnews.hk/listedco/listconew
s/sehk/2023/0419/2023041900429.pdf AND
https://www1.hkexnews.hk/listedco/listconew
s/sehk/2023/0419/2023041900419.pdf
CMMT 20 APR 2023: PLEASE NOTE THAT THIS IS A OF Non-Voting
REVISION DUE TO DELETION OF COMMENT. IF YOU
HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO
NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND
YOUR ORIGINAL INSTRUCTIONS. THANK YOU
1 TO RECEIVE AND CONSIDER THE AUDITED Mgmt For For
FINANCIAL STATEMENTS AND REPORTS OF THE
DIRECTORS AND AUDITOR FOR THE YEAR ENDED 31
DECEMBER 2022
2 TO RE-ELECT MR. JOSEPH CHEE YING KEUNG AS A Mgmt For For
DIRECTOR
3 TO RE-ELECT DR. WILLIAM YIP SHUE LAM AS A Mgmt Against Against
DIRECTOR
4 TO RE-ELECT PROFESSOR PATRICK WONG LUNG TAK Mgmt Against Against
AS A DIRECTOR
5 TO FIX THE DIRECTORS REMUNERATION Mgmt For For
6 TO RE-APPOINT AUDITOR AND AUTHORISE THE Mgmt For For
DIRECTORS TO FIX THE AUDITORS REMUNERATION
7.1 TO GIVE A GENERAL MANDATE TO THE DIRECTORS Mgmt For For
TO BUY-BACK SHARES OF THE COMPANY
7.2 TO GIVE A GENERAL MANDATE TO THE DIRECTORS Mgmt Against Against
TO ISSUE ADDITIONAL SHARES OF THE COMPANY
7.3 TO EXTEND THE GENERAL MANDATE AS APPROVED Mgmt Against Against
UNDER 7.2
8 TO APPROVE THE ADOPTION OF THE NEW SHARE Mgmt Against Against
AWARD SCHEME AND NEW SHARE OPTION SCHEME
AND THE MANDATE LIMIT SHALL NOT EXCEED 10%
OF ISSUED SHARES
9 TO APPROVE THE SERVICE PROVIDER SUB-LIMIT Mgmt Against Against
OF UP TO 1% OF ISSUED SHARES
10 TO APPROVE THE SUSPENSION OF 2021 SHARE Mgmt For For
AWARD SCHEME AND TERMINATION OF THE 2021
SHARE OPTION SCHEME
CMMT 24 APR 2023: PLEASE NOTE THAT THIS IS A Non-Voting
REVISION DUE TO CHANGE IN RECORD DATE FROM
19 MAY 2023 TO 15 MAY 2023. IF YOU HAVE
ALREADY SENT IN YOUR VOTES, PLEASE DO NOT
VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR
ORIGINAL INSTRUCTIONS. THANK YOU.
--------------------------------------------------------------------------------------------------------------------------
KWEICHOW MOUTAI CO LTD Agenda Number: 716418341
--------------------------------------------------------------------------------------------------------------------------
Security: Y5070V116
Meeting Type: EGM
Meeting Date: 14-Dec-2022
Ticker: 600159
ISIN: CNE0000018R8
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 AMENDMENTS TO THE ARTICLES OF ASSOCIATIONS Mgmt Against Against
OF THE COMPANY
2 AMENDMENTS TO THE RULES OF PROCEDURE Mgmt For For
GOVERNING THE BOARD MEETINGS
3 SPECIAL DIVIDEND PLAN FOR SHAREHOLDERS Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
KWEICHOW MOUTAI CO LTD Agenda Number: 717268610
--------------------------------------------------------------------------------------------------------------------------
Security: Y5070V116
Meeting Type: AGM
Meeting Date: 13-Jun-2023
Ticker: 600159
ISIN: CNE0000018R8
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 2022 WORK REPORT OF THE BOARD OF DIRECTORS Mgmt For For
2 2022 WORK REPORT OF THE SUPERVISORY Mgmt For For
COMMITTEE
3 2022 WORK REPORT OF INDEPENDENT DIRECTORS Mgmt For For
4 2022 ANNUAL REPORT AND ITS SUMMARY Mgmt For For
5 2022 ANNUAL ACCOUNTS Mgmt For For
6 2023 FINANCIAL BUDGET PLAN Mgmt For For
7 2022 PROFIT DISTRIBUTION PLAN: THE DETAILED Mgmt For For
PROFIT DISTRIBUTION PLAN ARE AS FOLLOWS: 1)
CASH DIVIDEND/10 SHARES (TAX
INCLUDED):CNY259.11000000 2) BONUS ISSUE
FROM PROFIT (SHARE/10 SHARES):NONE 3) BONUS
ISSUE FROM CAPITAL RESERVE (SHARE/10
SHARES):NONE
8 APPOINTMENT OF 2023 FINANCIAL AUDIT FIRM Mgmt For For
AND INTERNAL CONTROL AUDIT FIRM
9 A TRADEMARK LICENSE AGREEMENT TO BE SIGNED Mgmt For For
WITH RELATED PARTIES
10 PARTICIPATION IN SETTING UP AN INDUSTRY Mgmt Against Against
FUND
CMMT PLEASE NOTE THAT PER THE AGENDA PUBLISHED Non-Voting
BY THE ISSUER, AGAINST AND ABSTAIN VOTES
FOR RESOLUTIONS 11.1 THROUGH 11.3 WILL BE
PROCESSED AS TAKE NO ACTION BY THE LOCAL
CUSTODIAN BANKS. ONLY FOR VOTES FOR THESE
RESOLUTIONS WILL BE LODGED IN THE MARKET
11.1 ELECTION OF DIRECTOR: DING XIONGJUN Mgmt For For
11.2 ELECTION OF DIRECTOR: LI JINGREN Mgmt For For
11.3 ELECTION OF DIRECTOR: LIU SHIZHONG Mgmt For For
CMMT PLEASE NOTE THAT PER THE AGENDA PUBLISHED Non-Voting
BY THE ISSUER, AGAINST AND ABSTAIN VOTES
FOR RESOLUTIONS 12.1 THROUGH 12.3 WILL BE
PROCESSED AS TAKE NO ACTION BY THE LOCAL
CUSTODIAN BANKS. ONLY FOR VOTES FOR THESE
RESOLUTIONS WILL BE LODGED IN THE MARKET
12.1 ELECTION OF INDEPENDENT DIRECTOR: JIANG Mgmt For For
GUOHUA
12.2 ELECTION OF INDEPENDENT DIRECTOR: GUO Mgmt For For
TIANYONG
12.3 ELECTION OF INDEPENDENT DIRECTOR: SHENG Mgmt Against Against
LEIMING
CMMT PLEASE NOTE THAT PER THE AGENDA PUBLISHED Non-Voting
BY THE ISSUER, AGAINST AND ABSTAIN VOTES
FOR RESOLUTIONS 13.1 THROUGH 13.2 WILL BE
PROCESSED AS TAKE NO ACTION BY THE LOCAL
CUSTODIAN BANKS. ONLY FOR VOTES FOR THESE
RESOLUTIONS WILL BE LODGED IN THE MARKET
13.1 ELECTION OF SUPERVISOR: YOU YALIN Mgmt Against Against
13.2 ELECTION OF SUPERVISOR: LI QIANGQING Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
MERCADOLIBRE, INC. Agenda Number: 935843765
--------------------------------------------------------------------------------------------------------------------------
Security: 58733R102
Meeting Type: Annual
Meeting Date: 07-Jun-2023
Ticker: MELI
ISIN: US58733R1023
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Susan Segal Mgmt For For
Mario Eduardo Vazquez Mgmt For For
Alejandro N. Aguzin Mgmt For For
2. To approve, on an advisory basis, the Mgmt For For
compensation of our named executive
officers for fiscal year 2022.
3. To approve, on an advisory basis, the Mgmt 1 Year For
frequency of holding an advisory vote on
executive compensation.
4. To ratify the appointment of Pistrelli, Mgmt For For
Henry Martin y Asociados S.R.L., a member
firm of Ernst & Young Global Limited, as
our independent registered public
accounting firm for the fiscal year ending
December 31, 2023.
--------------------------------------------------------------------------------------------------------------------------
NESTLE S.A. Agenda Number: 716817068
--------------------------------------------------------------------------------------------------------------------------
Security: H57312649
Meeting Type: AGM
Meeting Date: 20-Apr-2023
Ticker: NESN
ISIN: CH0038863350
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT VOTING MUST BE LODGED WITH BENEFICIAL OWNER Non-Voting
DETAILS AS PROVIDED BY YOUR CUSTODIAN BANK.
IF NO BENEFICIAL OWNER DETAILS ARE
PROVIDED, YOUR INSTRUCTION MAY BE REJECTED
CMMT PART 2 OF THIS MEETING IS FOR VOTING ON Non-Voting
AGENDA AND MEETING ATTENDANCE REQUESTS
ONLY. PLEASE ENSURE THAT YOU HAVE FIRST
VOTED IN FAVOUR OF THE REGISTRATION OF
SHARES IN PART 1 OF THE MEETING. IT IS A
MARKET REQUIREMENT FOR MEETINGS OF THIS
TYPE THAT THE SHARES ARE REGISTERED AND
MOVED TO A REGISTERED LOCATION AT THE CSD,
AND SPECIFIC POLICIES AT THE INDIVIDUAL
SUB-CUSTODIANS MAY VARY. UPON RECEIPT OF
THE VOTE INSTRUCTION, IT IS POSSIBLE THAT A
MARKER MAY BE PLACED ON YOUR SHARES TO
ALLOW FOR RECONCILIATION AND
RE-REGISTRATION FOLLOWING A TRADE.THEREFORE
WHILST THIS DOES NOT PREVENT THE TRADING OF
SHARES, ANY THAT ARE REGISTERED MUST BE
FIRST DEREGISTERED IF REQUIRED FOR
SETTLEMENT. DEREGISTRATION CAN AFFECT THE
VOTING RIGHTS OF THOSE SHARES. IF YOU HAVE
CONCERNS REGARDING YOUR ACCOUNTS, PLEASE
CONTACT YOUR CLIENT REPRESENTATIVE.
1.1 APPROVAL OF THE ANNUAL REVIEW, THE Mgmt For For
FINANCIAL STATEMENTS OF NESTLE S.A. AND THE
CONSOLIDATED FINANCIAL STATEMENTS OF THE
NESTLE GROUP FOR 2022
1.2 ACCEPTANCE OF THE COMPENSATION REPORT 2022 Mgmt For For
(ADVISORY VOTE)
2 DISCHARGE TO THE MEMBERS OF THE BOARD OF Mgmt For For
DIRECTORS AND OF THE MANAGEMENT FOR 2022
3 APPROPRIATION OF PROFIT RESULTING FROM THE Mgmt For For
BALANCE SHEET OF NESTLE S.A. (PROPOSED
DIVIDEND) FOR THE FINANCIAL YEAR 2022
4.1.1 RE-ELECTION AS MEMBER AND CHAIRMAN OF THE Mgmt For For
BOARD OF DIRECTORS: PAUL BULCKE
4.1.2 RE-ELECTION AS MEMBER OF THE BOARD OF Mgmt For For
DIRECTORS: ULF MARK SCHNEIDER
4.1.3 RE-ELECTION AS MEMBER OF THE BOARD OF Mgmt For For
DIRECTORS: HENRI DE CASTRIES
4.1.4 RE-ELECTION AS MEMBER OF THE BOARD OF Mgmt For For
DIRECTORS: RENATO FASSBIND
4.1.5 RE-ELECTION AS MEMBER OF THE BOARD OF Mgmt For For
DIRECTORS: PABLO ISLA
4.1.6 RE-ELECTION AS MEMBER OF THE BOARD OF Mgmt For For
DIRECTORS: PATRICK AEBISCHER
4.1.7 RE-ELECTION AS MEMBER OF THE BOARD OF Mgmt For For
DIRECTORS: KIMBERLY A. ROSS
4.1.8 RE-ELECTION AS MEMBER OF THE BOARD OF Mgmt For For
DIRECTORS: DICK BOER
4.1.9 RE-ELECTION AS MEMBER OF THE BOARD OF Mgmt For For
DIRECTORS: DINESH PALIWAL
4.110 RE-ELECTION AS MEMBER OF THE BOARD OF Mgmt For For
DIRECTORS: HANNE JIMENEZ DE MORA
4.111 RE-ELECTION AS MEMBER OF THE BOARD OF Mgmt For For
DIRECTORS: LINDIWE MAJELE SIBANDA
4.112 RE-ELECTION AS MEMBER OF THE BOARD OF Mgmt For For
DIRECTORS: CHRIS LEONG
4.113 RE-ELECTION AS MEMBER OF THE BOARD OF Mgmt For For
DIRECTORS: LUCA MAESTRI
4.2.1 ELECTION TO THE BOARD OF DIRECTORS: RAINER Mgmt For For
BLAIR
4.2.2 ELECTION TO THE BOARD OF DIRECTORS: Mgmt For For
MARIE-GABRIELLE INEICHEN-FLEISCH
4.3.1 ELECTION AS MEMBER OF THE COMPENSATION Mgmt For For
COMMITTEE: PABLO ISLA
4.3.2 ELECTION AS MEMBER OF THE COMPENSATION Mgmt For For
COMMITTEE: PATRICK AEBISCHER
4.3.3 ELECTION AS MEMBER OF THE COMPENSATION Mgmt For For
COMMITTEE: DICK BOER
4.3.4 ELECTION AS MEMBER OF THE COMPENSATION Mgmt For For
COMMITTEE: DINESH PALIWAL
4.4 ELECTION OF THE STATUTORY AUDITORS: ERNST Mgmt For For
AND YOUNG LTD, LAUSANNE BRANCH
4.5 ELECTION OF THE INDEPENDENT REPRESENTATIVE: Mgmt For For
HARTMANN DREYER, ATTORNEYS-AT-LAW
5.1 APPROVAL OF THE COMPENSATION OF THE BOARD Mgmt For For
OF DIRECTORS
5.2 APPROVAL OF THE COMPENSATION OF THE Mgmt For For
EXECUTIVE BOARD
6 CAPITAL REDUCTION (BY CANCELLATION OF Mgmt For For
SHARES)
7.1 AMENDMENTS OF PROVISIONS OF THE ARTICLES OF Mgmt For For
ASSOCIATION PERTAINING TO THE GENERAL
MEETING
7.2 AMENDMENTS OF PROVISIONS OF THE ARTICLES OF Mgmt For For
ASSOCIATION PERTAINING TO THE BOARD OF
DIRECTORS, COMPENSATION, CONTRACTS AND
MANDATES AND MISCELLANEOUS PROVISIONS
8 IN THE EVENT OF ANY YET UNKNOWN NEW OR Shr Against For
MODIFIED PROPOSAL BY A SHAREHOLDER DURING
THE GENERAL MEETING, I INSTRUCT THE
INDEPENDENT REPRESENTATIVE TO VOTE AS
FOLLOWS: (YES = VOTE IN FAVOR OF ANY SUCH
YET UNKNOWN PROPOSAL, NO = VOTE AGAINST ANY
SUCH YET UNKNOWN PROPOSAL, ABSTAIN =
ABSTAIN FROM VOTING) - THE BOARD OF
DIRECTORS RECOMMENDS TO VOTE NO ON ANY SUCH
YET UNKNOWN PROPOSAL
--------------------------------------------------------------------------------------------------------------------------
NOVARTIS AG Agenda Number: 716639414
--------------------------------------------------------------------------------------------------------------------------
Security: H5820Q150
Meeting Type: AGM
Meeting Date: 07-Mar-2023
Ticker:
ISIN: CH0012005267
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT VOTING MUST BE LODGED WITH BENEFICIAL OWNER Non-Voting
DETAILS AS PROVIDED BY YOUR CUSTODIAN BANK.
IF NO BENEFICIAL OWNER DETAILS ARE
PROVIDED, YOUR INSTRUCTION MAY BE REJECTED.
CMMT PLEASE NOTE THAT THIS IS AN AMENDMENT TO Non-Voting
MEETING ID 854088 DUE TO RECEIVED UPDATED
AGENDA. ALL VOTES RECEIVED ON THE PREVIOUS
MEETING WILL BE DISREGARDED AND YOU WILL
NEED TO REINSTRUCT ON THIS MEETING NOTICE.
THANK YOU.
CMMT PART 2 OF THIS MEETING IS FOR VOTING ON Non-Voting
AGENDA AND MEETING ATTENDANCE REQUESTS
ONLY. PLEASE ENSURE THAT YOU HAVE FIRST
VOTED IN FAVOUR OF THE REGISTRATION OF
SHARES IN PART 1 OF THE MEETING. IT IS A
MARKET REQUIREMENT FOR MEETINGS OF THIS
TYPE THAT THE SHARES ARE REGISTERED AND
MOVED TO A REGISTERED LOCATION AT THE CSD,
AND SPECIFIC POLICIES AT THE INDIVIDUAL
SUB-CUSTODIANS MAY VARY. UPON RECEIPT OF
THE VOTE INSTRUCTION, IT IS POSSIBLE THAT A
MARKER MAY BE PLACED ON YOUR SHARES TO
ALLOW FOR RECONCILIATION AND
RE-REGISTRATION FOLLOWING A TRADE.
THEREFORE WHILST THIS DOES NOT PREVENT THE
TRADING OF SHARES, ANY THAT ARE REGISTERED
MUST BE FIRST DEREGISTERED IF REQUIRED FOR
SETTLEMENT. DEREGISTRATION CAN AFFECT THE
VOTING RIGHTS OF THOSE SHARES. IF YOU HAVE
CONCERNS REGARDING YOUR ACCOUNTS, PLEASE
CONTACT YOUR CLIENT REPRESENTATIVE
1 APPROVAL OF THE OPERATING AND FINANCIAL Mgmt For For
REVIEW OF NOVARTIS AG, THE FINANCIAL
STATEMENTS OF NOVARTIS AG AND THE GROUP
CONSOLIDATED FINANCIAL STATEMENTS FOR THE
2022 FINANCIAL YEAR
2 DISCHARGE FROM LIABILITY OF THE MEMBERS OF Mgmt For For
THE BOARD OF DIRECTORS AND THE EXECUTIVE
COMMITTEE
3 APPROPRIATION OF AVAILABLE EARNINGS OF Mgmt For For
NOVARTIS AG AS PER BALANCE SHEET AND
DECLARATION OF DIVIDEND FOR 2022
4 REDUCTION OF SHARE CAPITAL Mgmt For For
5 FURTHER SHARE REPURCHASES Mgmt For For
6.1 INTRODUCTION OF ARTICLE 12A OF THE ARTICLES Mgmt For For
OF INCORPORATION
6.2 AMENDMENT OF ARTICLES 10, 14, 30, 33 AND 34 Mgmt For For
OF THE ARTICLES OF INCORPORATION
6.3 AMENDMENT OF ARTICLES 4-7, 9, 11-13, 16-18, Mgmt For For
20-24, 27, 38 AND 39 OF THE ARTICLES OF
INCORPORATION
7.1 VOTE ON COMPENSATION FOR THE MEMBERS OF THE Mgmt For For
BOARD OF DIRECTORS AND THE EXECUTIVE
COMMITTEE: BINDING VOTE ON THE MAXIMUM
AGGREGATE AMOUNT OF COMPENSATION FOR THE
BOARD OF DIRECTORS FROM THE 2023 ANNUAL
GENERAL MEETING TO THE 2024 ANNUAL GENERAL
MEETING
7.2 VOTE ON COMPENSATION FOR THE MEMBERS OF THE Mgmt For For
BOARD OF DIRECTORS AND THE EXECUTIVE
COMMITTEE: BINDING VOTE ON THE MAXIMUM
AGGREGATE AMOUNT OF COMPENSATION FOR THE
EXECUTIVE COMMITTEE FOR THE 2024 FINANCIAL
YEAR
7.3 VOTE ON COMPENSATION FOR THE MEMBERS OF THE Mgmt For For
BOARD OF DIRECTORS AND THE EXECUTIVE
COMMITTEE: ADVISORY VOTE ON THE 2022
COMPENSATION REPORT
8.1 RE-ELECTION OF JOERG REINHARDT AS MEMBER Mgmt For For
AND CHAIR OF THE BOARD OF DIRECTORS
8.2 RE-ELECTION OF NANCY C. ANDREWS AS MEMBER Mgmt For For
OF THE BOARD OF DIRECTORS
8.3 RE-ELECTION OF TON BUECHNER AS MEMBER OF Mgmt For For
THE BOARD OF DIRECTORS
8.4 RE-ELECTION OF PATRICE BULA AS MEMBER OF Mgmt For For
THE BOARD OF DIRECTORS
8.5 RE-ELECTION OF ELIZABETH DOHERTY AS MEMBER Mgmt For For
OF THE BOARD OF DIRECTORS
8.6 RE-ELECTION OF BRIDGETTE HELLER AS MEMBER Mgmt For For
OF THE BOARD OF DIRECTORS
8.7 RE-ELECTION OF DANIEL HOCHSTRASSER AS Mgmt For For
MEMBER OF THE BOARD OF DIRECTORS
8.8 RE-ELECTION OF FRANS VAN HOUTEN AS MEMBER Mgmt For For
OF THE BOARD OF DIRECTORS
8.9 RE-ELECTION OF SIMON MORONEY AS MEMBER OF Mgmt For For
THE BOARD OF DIRECTORS
8.10 RE-ELECTION OF ANA DE PRO GONZALO AS MEMBER Mgmt For For
OF THE BOARD OF DIRECTORS
8.11 RE-ELECTION OF CHARLES L. SAWYERS AS MEMBER Mgmt For For
OF THE BOARD OF DIRECTORS
8.12 RE-ELECTION OF WILLIAM T. WINTERS AS MEMBER Mgmt For For
OF THE BOARD OF DIRECTORS
8.13 ELECTION OF JOHN D. YOUNG AS MEMBER OF THE Mgmt For For
BOARD OF DIRECTORS
9.1 RE-ELECTION OF PATRICE BULA AS MEMBER OF Mgmt For For
THE COMPENSATION COMMITTEE
9.2 RE-ELECTION OF BRIDGETTE HELLER AS MEMBER Mgmt For For
OF THE COMPENSATION COMMITTEE
9.3 RE-ELECTION OF SIMON MORONEY AS MEMBER OF Mgmt For For
THE COMPENSATION COMMITTEE
9.4 RE-ELECTION OF WILLIAM T. WINTERS AS MEMBER Mgmt For For
OF THE COMPENSATION COMMITTEE
10 RE-ELECTION OF THE AUDITOR: THE BOARD OF Mgmt For For
DIRECTORS PROPOSES THE RE-ELECTION OF KPMG
AG AS AUDITOR FOR THE FINANCIAL YEAR
STARTING ON JANUARY 1, 2023
11 RE-ELECTION OF THE INDEPENDENT PROXY: THE Mgmt For For
BOARD OF DIRECTORS PROPOSES THE RE-ELECTION
OF LIC. IUR. PETER ANDREAS ZAHN, ATTORNEY
AT LAW, BASEL, AS INDEPENDENT PROXY UNTIL
THE END OF THE NEXT ANNUAL GENERAL MEETING
B GENERAL INSTRUCTIONS IN CASE OF ALTERNATIVE Mgmt Against Against
MOTIONS UNDER THE AGENDA ITEMS PUBLISHED IN
THE INVITATION TO THE ANNUAL GENERAL
MEETING, AND/OR OF MOTIONS RELATING TO
ADDITIONAL AGENDA ITEMS ACCORDING TO
ARTICLE 704B OF THE SWISS CODE OF
OBLIGATIONS. I/WE INSTRUCT THE INDEPENDENT
PROXY TO VOTE AS FOLLOWS: (FOR = ACCORDING
TO THE MOTION OF THE BOARD OF DIRECTORS,
AGAINST = AGAINST ALTERNATIVE AND/OR
ADDITIONAL MOTIONS, ABSTAIN = ABSTAIN FROM
VOTING)
--------------------------------------------------------------------------------------------------------------------------
NOVO NORDISK A/S Agenda Number: 716709843
--------------------------------------------------------------------------------------------------------------------------
Security: K72807132
Meeting Type: AGM
Meeting Date: 23-Mar-2023
Ticker:
ISIN: DK0060534915
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED Non-Voting
TO VOTE 'IN FAVOR' OR 'ABSTAIN' ONLY FOR
RESOLUTIONS 6.1, 6.2, 6.3.A TO 6.3.F AND
7.1. THANK YOU.
CMMT VOTING INSTRUCTIONS FOR MOST MEETINGS ARE Non-Voting
CAST BY THE REGISTRAR IN ACCORDANCE WITH
YOUR VOTING INSTRUCTIONS. FOR THE SMALL
NUMBER OF MEETINGS WHERE THERE IS NO
REGISTRAR, YOUR VOTING INSTRUCTIONS WILL BE
CAST BY THE CHAIRMAN OF THE BOARD (OR A
BOARD MEMBER) AS PROXY. THE CHAIRMAN (OR A
BOARD MEMBER) MAY CHOOSE TO ONLY CAST
PRO-MANAGEMENT VOTING INSTRUCTIONS. TO
GUARANTEE YOUR VOTING INSTRUCTIONS AGAINST
MANAGEMENT ARE CAST, YOU MAY SUBMIT A
REQUEST TO ATTEND THE MEETING IN PERSON.
THE SUB CUSTODIAN BANKS OFFER
REPRESENTATION SERVICES FOR AN ADDED FEE,
IF REQUESTED
CMMT SPLIT AND PARTIAL VOTING IS NOT AUTHORIZED Non-Voting
FOR A BENEFICIAL OWNER IN THE DANISH MARKET
CMMT VOTING MUST BE LODGED WITH SHAREHOLDER Non-Voting
DETAILS AS PROVIDED BY YOUR CUSTODIAN BANK.
IF NO SHAREHOLDER DETAILS ARE PROVIDED,
YOUR INSTRUCTIONS MAY BE REJECTED
1 THE BOARD OF DIRECTORS' ORAL REPORT ON THE Non-Voting
COMPANY'S ACTIVITIES IN THE PAST FINANCIAL
YEAR
2 PRESENTATION AND ADOPTION OF THE AUDITED Mgmt For For
ANNUAL REPORT 2022
3 RESOLUTION TO DISTRIBUTE THE PROFIT Mgmt For For
ACCORDING TO THE ADOPTED ANNUAL REPORT 2022
4 PRESENTATION OF AND ADVISORY VOTE ON THE Mgmt For For
REMUNERATION REPORT 2022
5.1 APPROVAL OF THE REMUNERATION OF THE BOARD Mgmt For For
OF DIRECTORS: APPROVAL OF THE REMUNERATION
OF THE BOARD OF DIRECTORS FOR 2022
5.2 APPROVAL OF THE REMUNERATION OF THE BOARD Mgmt For For
OF DIRECTORS: APPROVAL OF THE REMUNERATION
LEVEL OF THE BOARD OF DIRECTORS FOR 2023
5.3 APPROVAL OF THE REMUNERATION OF THE BOARD Mgmt For For
OF DIRECTORS: AMENDMENT TO THE REMUNERATION
POLICY
6.1 ELECTION OF MEMBER TO THE BOARD OF Mgmt For For
DIRECTORS: ELECTION OF HELGE LUND AS CHAIR
6.2 ELECTION OF MEMBER TO THE BOARD OF Mgmt For For
DIRECTORS: ELECTION OF HENRIK POULSEN AS
VICE CHAIR
6.3.A ELECTION OF OTHER MEMBER TO THE BOARD OF Mgmt For For
DIRECTOR: LAURENCE DEBROUX
6.3.B ELECTION OF OTHER MEMBER TO THE BOARD OF Mgmt For For
DIRECTOR: ANDREAS FIBIG
6.3.C ELECTION OF OTHER MEMBER TO THE BOARD OF Mgmt For For
DIRECTOR: SYLVIE GREGOIRE
6.3.D ELECTION OF OTHER MEMBER TO THE BOARD OF Mgmt For For
DIRECTOR: KASIM KUTAY
6.3.E ELECTION OF OTHER MEMBER TO THE BOARD OF Mgmt For For
DIRECTOR: CHRISTINA LAW
6.3.F ELECTION OF OTHER MEMBER TO THE BOARD OF Mgmt Abstain Against
DIRECTOR: MARTIN MACKAY
7.1 APPOINTMENT OF AUDITOR: APPOINTMENT OF Mgmt For For
DELOITTE STATSAUTORISERET
REVISIONSPARTNERSELSKAB
8.1 PROPOSALS FROM THE BOARD OF DIRECTORS Mgmt For For
AND/OR SHAREHOLDERS: REDUCTION OF THE
COMPANY'S B SHARE CAPITAL BY NOMINALLY DKK
5,000,000 BY CANCELLATION OF B SHARES
8.2 PROPOSALS FROM THE BOARD OF DIRECTORS Mgmt For For
AND/OR SHAREHOLDERS: AUTHORISATION TO THE
BOARD OF DIRECTORS TO ALLOW THE COMPANY TO
REPURCHASE OWN SHARES
8.3 PROPOSALS FROM THE BOARD OF DIRECTORS Mgmt For For
AND/OR SHAREHOLDERS: AUTHORISATION TO THE
BOARD OF DIRECTORS TO INCREASE THE
COMPANY'S SHARE CAPITAL
8.4 PLEASE NOTE THAT THIS RESOLUTION IS A Shr Against For
SHAREHOLDER PROPOSAL: PROPOSALS FROM THE
BOARD OF DIRECTORS AND/OR SHAREHOLDERS:
PROPOSAL FROM THE SHAREHOLDER KRITISKE
AKTIONAERER ON PRODUCT PRICING
9 ANY OTHER BUSINESS Non-Voting
CMMT INTERMEDIARY CLIENTS ONLY - PLEASE NOTE Non-Voting
THAT IF YOU ARE CLASSIFIED AS AN
INTERMEDIARY CLIENT UNDER THE SHAREHOLDER
RIGHTS DIRECTIVE II, YOU SHOULD BE
PROVIDING THE UNDERLYING SHAREHOLDER
INFORMATION AT THE VOTE INSTRUCTION LEVEL.
IF YOU ARE UNSURE ON HOW TO PROVIDE THIS
LEVEL OF DATA TO BROADRIDGE OUTSIDE OF
PROXYEDGE, PLEASE SPEAK TO YOUR DEDICATED
CLIENT SERVICE REPRESENTATIVE FOR
ASSISTANCE
CMMT PLEASE NOTE THAT IF YOU HOLD CREST Non-Voting
DEPOSITORY INTERESTS (CDIS) AND PARTICIPATE
AT THIS MEETING, YOU (OR YOUR CREST
SPONSORED MEMBER/CUSTODIAN) WILL BE
REQUIRED TO INSTRUCT A TRANSFER OF THE
RELEVANT CDIS TO THE ESCROW ACCOUNT
SPECIFIED IN THE ASSOCIATED CORPORATE EVENT
IN THE CREST SYSTEM. THIS TRANSFER WILL
NEED TO BE COMPLETED BY THE SPECIFIED CREST
SYSTEM DEADLINE. ONCE THIS TRANSFER HAS
SETTLED, THE CDIS WILL BE BLOCKED IN THE
CREST SYSTEM. THE CDIS WILL TYPICALLY BE
RELEASED FROM ESCROW AS SOON AS PRACTICABLE
ON RECORD DATE +1 DAY (OR ON MEETING DATE
+1 DAY IF NO RECORD DATE APPLIES) UNLESS
OTHERWISE SPECIFIED, AND ONLY AFTER THE
AGENT HAS CONFIRMED AVAILABILITY OF THE
POSITION. IN ORDER FOR A VOTE TO BE
ACCEPTED, THE VOTED POSITION MUST BE
BLOCKED IN THE REQUIRED ESCROW ACCOUNT IN
THE CREST SYSTEM. BY VOTING ON THIS
MEETING, YOUR CREST SPONSORED
MEMBER/CUSTODIAN MAY USE YOUR VOTE
INSTRUCTION AS THE AUTHORIZATION TO TAKE
THE NECESSARY ACTION WHICH WILL INCLUDE
TRANSFERRING YOUR INSTRUCTED POSITION TO
ESCROW. PLEASE CONTACT YOUR CREST SPONSORED
MEMBER/CUSTODIAN DIRECTLY FOR FURTHER
INFORMATION ON THE CUSTODY PROCESS AND
WHETHER OR NOT THEY REQUIRE SEPARATE
INSTRUCTIONS FROM YOU
CMMT PLEASE NOTE SHARE BLOCKING WILL APPLY FOR Non-Voting
ANY VOTED POSITIONS SETTLING THROUGH
EUROCLEAR BANK.
--------------------------------------------------------------------------------------------------------------------------
NXP SEMICONDUCTORS N.V. Agenda Number: 935858475
--------------------------------------------------------------------------------------------------------------------------
Security: N6596X109
Meeting Type: Annual
Meeting Date: 24-May-2023
Ticker: NXPI
ISIN: NL0009538784
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Adoption of the 2022 Statutory Annual Mgmt For For
Accounts
2. Discharge the members of the Company's Mgmt For For
Board of Directors (the "Board") for their
responsibilities in the financial year
ended December 31, 2022
3a. Re-appoint Kurt Sievers as executive Mgmt For For
director
3b. Re-appoint Annette Clayton as non-executive Mgmt For For
director
3c. Re-appoint Anthony Foxx as non-executive Mgmt For For
director
3d. Re-appoint Chunyuan Gu as non-executive Mgmt For For
director
3e. Re-appoint Lena Olving as non-executive Mgmt For For
director
3f. Re-appoint Julie Southern as non-executive Mgmt For For
director
3g. Re-appoint Jasmin Staiblin as non-executive Mgmt For For
director
3h. Re-appoint Gregory Summe as non-executive Mgmt For For
director
3i. Re-appoint Karl-Henrik Sundstrom as Mgmt For For
non-executive director
3j. Appoint Moshe Gavrielov as non-executive Mgmt For For
director
4. Authorization of the Board to issue Mgmt For For
ordinary shares of the Company ("ordinary
shares") and grant rights to acquire
ordinary shares
5. Authorization of the Board to restrict or Mgmt For For
exclude preemption rights accruing in
connection with an issue of shares or grant
of rights
6. Authorization of the Board to repurchase Mgmt For For
ordinary shares
7. Authorization of the Board to cancel Mgmt For For
ordinary shares held or to be acquired by
the Company
8. Re-appointment of Ernst & Young Accountants Mgmt For For
LLP as our independent auditors for the
fiscal year ending December 31, 2023
9. Non-binding, advisory vote to approve Named Mgmt For For
Executive Officer compensation
--------------------------------------------------------------------------------------------------------------------------
RECKITT BENCKISER GROUP PLC Agenda Number: 716820027
--------------------------------------------------------------------------------------------------------------------------
Security: G74079107
Meeting Type: AGM
Meeting Date: 03-May-2023
Ticker: RKT
ISIN: GB00B24CGK77
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 TO RECEIVE THE ANNUAL REPORT AND FINANCIAL Mgmt For For
STATEMENTS FOR THE YEAR ENDED 31 DECEMBER
2022
2 TO APPROVE THE DIRECTORS REMUNERATION Mgmt For For
REPORT FOR THE YEAR ENDED 31 DECEMBER 2022
AS SET OUT ON PAGES 126 TO 155 OF THE 2022
ANNUAL REPORT AND FINANCIAL STATEMENTS
3 TO DECLARE A FINAL DIVIDEND OF 110.3 PENCE Mgmt For For
PER ORDINARY SHARE FOR THE YEAR ENDED 31
DECEMBER 2022
4 TO RE-ELECT ANDREW BONFIELD AS A DIRECTOR Mgmt For For
5 TO RE-ELECT OLIVIER BOHUON AS A DIRECTOR Mgmt For For
6 TO RE-ELECT JEFF CARR AS A DIRECTOR Mgmt For For
7 TO RE-ELECT MARGHERITA DELLA VALLE AS A Mgmt For For
DIRECTOR
8 TO RE-ELECT NICANDRO DURANTE AS A DIRECTOR Mgmt For For
9 TO RE-ELECT MARY HARRIS AS A DIRECTOR Mgmt For For
10 TO RE-ELECT MEHMOOD KHAN AS A DIRECTOR Mgmt For For
11 TO RE-ELECT PAM KIRBY AS A DIRECTOR Mgmt For For
12 TO RE-ELECT CHRIS SINCLAIR AS A DIRECTOR Mgmt For For
13 TO RE-ELECT ELANE STOCK AS A DIRECTOR Mgmt For For
14 TO RE-ELECT ALAN STEWART AS A DIRECTOR Mgmt For For
15 TO ELECT JEREMY DARROCH AS A DIRECTOR Mgmt For For
16 TO ELECT TAMARA INGRAM, OBE AS A DIRECTOR Mgmt For For
17 TO REAPPOINT KPMG LLP AS AUDITOR OF THE Mgmt For For
COMPANY, TO HOLD OFFICE FROM THE CONCLUSION
OF THE AGM UNTIL THE CONCLUSION OF THE NEXT
GENERAL MEETING AT WHICH ACCOUNTS ARE LAID
BEFORE THE COMPANY
18 TO AUTHORISE THE AUDIT COMMITTEE TO Mgmt For For
DETERMINE THE AUDITORS REMUNERATION
19 IN ACCORDANCE WITH SECTIONS 366 AND 367 OF Mgmt For For
THE COMPANIES ACT 2006 (THE ACT), TO
AUTHORISE, THE COMPANY AND ANY COMPANIES
THAT ARE, AT ANY TIME DURING THE PERIOD FOR
WHICH THIS RESOLUTION HAS EFFECT,
SUBSIDIARIES OF THE COMPANY TO: A) MAKE
POLITICAL DONATIONS TO POLITICAL PARTIES
AND/OR INDEPENDENT ELECTION CANDIDATES, NOT
EXCEEDING GBP 100,000 IN TOTAL; B) MAKE
POLITICAL DONATIONS TO POLITICAL
ORGANISATIONS OTHER THAN POLITICAL PARTIES,
NOT EXCEEDING GBP 100,000 IN TOTAL; AND C)
INCUR POLITICAL EXPENDITURE NOT EXCEEDING
GBP 100,000 IN TOTAL DURING THE PERIOD FROM
THE DATE OF THIS RESOLUTION UNTIL THE
CONCLUSION OF NEXT YEARS AGM (OR, IF
EARLIER, UNTIL THE CLOSE OF BUSINESS ON 30
JUNE 2024), PROVIDED THAT THE TOTAL
AGGREGATE AMOUNT OF ALL SUCH DONATIONS AND
EXPENDITURE INCURRED BY THE COMPANY AND ITS
UK SUBSIDIARIES IN SUCH PERIOD SHALL NOT
EXCEED GBP 100,000. FOR THE PURPOSE OF THIS
RESOLUTION, THE TERMS POLITICAL DONATIONS,
POLITICAL PARTIES, INDEPENDENT ELECTION
CANDIDATES, POLITICAL ORGANISATIONS AND
POLITICAL EXPENDITURE HAVE THE MEANINGS SET
OUT IN SECTION 363 TO SECTION 365 OF THE
ACT
20 TO AUTHORISE THE DIRECTORS GENERALLY AND Mgmt For For
UNCONDITIONALLY, IN ACCORDANCE WITH SECTION
551 OF THE ACT, IN SUBSTITUTION OF ALL
SUBSISTING AUTHORITIES, TO EXERCISE ALL THE
POWERS OF THE COMPANY TO ALLOT SHARES OR
GRANT RIGHTS TO SUBSCRIBE FOR OR CONVERT
ANY SECURITY INTO SHARES OF THE COMPANY: A)
UP TO A NOMINAL AMOUNT OF GBP 23,866,000
(SUCH AMOUNT TO BE REDUCED BY THE NOMINAL
AMOUNT ALLOTTED OR GRANTED UNDER PARAGRAPH
(B) BELOW IN EXCESS OF SUCH SUM); B)
COMPRISING EQUITY SECURITIES (AS DEFINED IN
SECTION 560 OF THE ACT) UP TO A NOMINAL
AMOUNT OF GBP 47,732,000 (SUCH AMOUNT TO BE
REDUCED BY ANY ALLOTMENTS OR GRANTS MADE
UNDER PARAGRAPH (A) ABOVE) IN CONNECTION
WITH AN OFFER BY WAY OF A RIGHTS ISSUE: I)
TO SHAREHOLDERS IN PROPORTION (AS NEARLY AS
MAY BE PRACTICABLE) TO THEIR EXISTING
HOLDINGS; AND II) TO HOLDERS OF OTHER
EQUITY SECURITIES AS REQUIRED BY THE RIGHTS
OF THOSE SECURITIES OR AS THE DIRECTORS
OTHERWISE CONSIDER NECESSARY, AND SO THAT
THE DIRECTORS MAY IMPOSE ANY LIMITS OR
RESTRICTIONS AND MAKE ANY ARRANGEMENTS
WHICH IT MAY CONSIDER NECESSARY OR
APPROPRIATE TO DEAL WITH TREASURY SHARES,
FRACTIONAL ENTITLEMENTS, RECORD DATES,
LEGAL, REGULATORY OR PRACTICAL PROBLEMS IN,
OR UNDER THE LAWS OF, ANY TERRITORY OR ANY
OTHER MATTER. THIS AUTHORITY WILL EXPIRE AT
THE CONCLUSION OF THE COMPANYS AGM TO BE
HELD IN 2024 OR, THE CLOSE OF BUSINESS ON
30 JUNE 2024, WHICHEVER IS THE EARLIER,
PROVIDED THAT THE DIRECTORS SHALL BE
ENTITLED TO MAKE SUCH OFFERS AND ENTER INTO
AGREEMENTS THAT WOULD, OR MIGHT, REQUIRE
SHARES TO BE ALLOTTED OR RIGHTS TO
SUBSCRIBE FOR OR CONVERT SECURITIES INTO
SHARES TO BE GRANTED AFTER THE EXPIRY OF
THE AUTHORITY, AND THE COMPANY MAY ALLOT
SHARES OR GRANT RIGHTS TO SUBSCRIBE FOR OR
CONVERT SECURITIES INTO SHARES UNDER ANY
SUCH OFFER OR AGREEMENT AS IF THE AUTHORITY
HAD NOT EXPIRED
21 THAT, IN SUBSTITUTION FOR ALL EXISTING Mgmt For For
AUTHORITIES AND SUBJECT TO THE PASSING OF
RESOLUTION 20, TO AUTHORISE THE DIRECTORS
TO ALLOT EQUITY SECURITIES (AS DEFINED IN
THE ACT) FOR CASH UNDER THE AUTHORITY GIVEN
BY RESOLUTION 20 AND/OR TO SELL ORDINARY
SHARES HELD BY THE COMPANY AS TREASURY
SHARES FOR CASH AS IF SECTION 561 OF THE
ACT DID NOT APPLY TO ANY SUCH ALLOTMENT OR
SALE, PROVIDED THAT SUCH AUTHORITY BE
LIMITED: A) TO ALLOTMENTS FOR RIGHTS ISSUES
AND OTHER PRE-EMPTIVE ISSUES; AND B) TO THE
ALLOTMENT OF EQUITY SECURITIES OR SALE OF
TREASURY SHARES (OTHERWISE THAN UNDER
PARAGRAPH (A) ABOVE) UP TO A NOMINAL AMOUNT
OF GBP 3,579,000; SUCH AUTHORITY TO EXPIRE
AT THE END OF THE NEXT ANNUAL GENERAL
MEETING OF THE COMPANY, OR, IF EARLIER, AT
THE CLOSE OF BUSINESS ON 30 JUNE 2024, BUT
IN EACH CASE, PRIOR TO ITS EXPIRY THE
COMPANY MAY MAKE OFFERS, AND ENTER INTO
AGREEMENTS, WHICH WOULD, OR MIGHT REQUIRE
EQUITY SECURITIES TO BE ALLOTTED (AND
TREASURY SHARES TO BE SOLD) AFTER THE
AUTHORITY EXPIRES AND THE BOARD MAY ALLOT
EQUITY SECURITIES (AND SELL TREASURY
SHARES) UNDER ANY SUCH OFFER OR AGREEMENT
AS IF THE AUTHORITY HAD NOT EXPIRED
22 THAT, SUBJECT TO THE PASSING OF RESOLUTION Mgmt For For
20, THE DIRECTORS BE AUTHORISED, IN
ADDITION TO ANY AUTHORITY GRANTED UNDER
RESOLUTION 21 TO ALLOT EQUITY SECURITIES
(AS DEFINED IN THE ACT) FOR CASH UNDER THE
AUTHORITY GIVEN BY THAT RESOLUTION AND/OR
TO SELL ORDINARY SHARES HELD BY THE COMPANY
AS TREASURY SHARES FOR CASH AS IF SECTION
561 OF THE ACT DID NOT APPLY TO ANY SUCH
ALLOTMENT OR SALE, SUCH AUTHORITY TO BE: A)
LIMITED TO THE ALLOTMENT OF EQUITY SHARES
OR SALE OF TREASURY SHARES UP TO A NOMINAL
AMOUNT OF GBP 3,579,000; AND B) USED ONLY
FOR THE PURPOSES OF FINANCING (OR
REFINANCING, IF THE AUTHORITY IS TO BE USED
WITHIN 12 MONTHS AFTER THE ORIGINAL
TRANSACTION) A TRANSACTION WHICH THE BOARD
OF THE COMPANY DETERMINES TO BE AN
ACQUISITION OR OTHER CAPITAL INVESTMENT OF
A KIND CONTEMPLATED BY THE STATEMENT OF
PRINCIPLES ON DISAPPLYING PRE-EMPTION
RIGHTS MOST RECENTLY PUBLISHED BY THE
PRE-EMPTION GROUP PRIOR TO THE DATE OF THIS
NOTICE; SUCH AUTHORITY TO EXPIRE AT THE END
OF THE NEXT ANNUAL GENERAL MEETING OF THE
COMPANY OR, IF EARLIER, ON 30 JUNE 2024,
BUT IN EACH CASE, PRIOR TO ITS EXPIRY THE
COMPANY MAY MAKE OFFERS, AND ENTER INTO
AGREEMENTS, WHICH WOULD, OR MIGHT REQUIRE
EQUITY SECURITIES TO BE ALLOTTED (AND
TREASURY SHARES TO BE SOLD) AFTER THE
AUTHORITY EXPIRES AND THE BOARD MAY ALLOT
EQUITY SECURITIES (AND SELL TREASURY
SHARES) UNDER ANY SUCH OFFER OR AGREEMENT
AS IF THE AUTHORITY HAD NOT EXPIRED
23 TO GENERALLY AND UNCONDITIONALLY AUTHORISE Mgmt For For
THE COMPANY, FOR THE PURPOSES OF SECTION
701 OF THE ACT, TO MAKE MARKET PURCHASES
(WITHIN THE MEANING OF SECTION 693(4) OF
THE ACT) OF ORDINARY SHARES OF 10 PENCE
EACH IN THE CAPITAL OF THE COMPANY PROVIDED
THAT: A) THE MAXIMUM NUMBER OF ORDINARY
SHARES WHICH MAY BE PURCHASED IS 71,590,000
ORDINARY SHARES, REPRESENTING LESS THAN 10%
OF THE COMPANYS ISSUED ORDINARY SHARE
CAPITAL (EXCLUDING TREASURY SHARES) AS AT
28 FEBRUARY 2023, BEING THE LATEST
PRACTICABLE DATE PRIOR TO THE PUBLICATION
OF THIS NOTICE; B) THE MAXIMUM PRICE
(EXCLUSIVE OF EXPENSES) AT WHICH ORDINARY
SHARES MAY BE PURCHASED IS AN AMOUNT EQUAL
TO THE HIGHER OF: I) 5% ABOVE THE AVERAGE
MARKET VALUE OF ORDINARY SHARES OF THE
COMPANY AS DERIVED FROM THE DAILY OFFICIAL
LIST OF THE LONDON STOCK EXCHANGE FOR THE
FIVE BUSINESS DAYS PRECEDING THE DATE OF
PURCHASE; AND (II) THE HIGHER OF THE PRICE
OF THE LAST INDEPENDENT TRADE OF AN
ORDINARY SHARE AND THE HIGHEST CURRENT
INDEPENDENT BID FOR AN ORDINARY SHARE ON
THE TRADING VENUE WHERE THE PURCHASE IS
CARRIED OUT; AND C) THE MINIMUM PRICE
(EXCLUSIVE OF EXPENSES) AT WHICH ORDINARY
SHARES MAY BE PURCHASED IS 10 PENCE PER
ORDINARY SHARE, SUCH AUTHORITY TO EXPIRE ON
THE EARLIER OF 30 JUNE 2024 OR ON THE DATE
OF THE AGM OF THE COMPANY IN 2024, SAVE
THAT THE COMPANY MAY, BEFORE SUCH EXPIRY,
ENTER INTO A CONTRACT TO PURCHASE ORDINARY
SHARES UNDER WHICH SUCH PURCHASE WILL OR
MAY BE COMPLETED OR EXECUTED WHOLLY OR
PARTLY AFTER THE EXPIRATION OF THIS
AUTHORITY AND MAY MAKE A PURCHASE OF
ORDINARY SHARES IN PURSUANCE OF ANY SUCH
CONTRACT
24 TO AUTHORISE THE DIRECTORS TO CALL A Mgmt For For
GENERAL MEETING OF THE COMPANY, OTHER THAN
AN AGM, ON NOT LESS THAN 14 CLEAR DAYS
NOTICE
--------------------------------------------------------------------------------------------------------------------------
SAP SE Agenda Number: 716876303
--------------------------------------------------------------------------------------------------------------------------
Security: D66992104
Meeting Type: AGM
Meeting Date: 11-May-2023
Ticker: SAP
ISIN: DE0007164600
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT VOTING MUST BE LODGED WITH SHAREHOLDER Non-Voting
DETAILS AS PROVIDED BY YOUR CUSTODIAN. IF
NO SHAREHOLDER DETAILS ARE PROVIDED, YOUR
INSTRUCTION MAY BE REJECTED.
CMMT FROM 10TH FEBRUARY, BROADRIDGE WILL CODE Non-Voting
ALL AGENDAS FOR GERMAN MEETINGS IN ENGLISH
ONLY. IF YOU WISH TO SEE THE AGENDA IN
GERMAN, THIS WILL BE MADE AVAILABLE AS A
LINK UNDER THE MATERIAL URL DROPDOWN AT THE
TOP OF THE BALLOT. THE GERMAN AGENDAS FOR
ANY EXISTING OR PAST MEETINGS WILL REMAIN
IN PLACE. FOR FURTHER INFORMATION, PLEASE
CONTACT YOUR CLIENT SERVICE REPRESENTATIVE
CMMT ACCORDING TO GERMAN LAW, IN CASE OF Non-Voting
SPECIFIC CONFLICTS OF INTEREST IN
CONNECTION WITH SPECIFIC ITEMS OF THE
AGENDA FOR THE GENERAL MEETING YOU ARE NOT
ENTITLED TO EXERCISE YOUR VOTING RIGHTS.
FURTHER, YOUR VOTING RIGHT MIGHT BE
EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS
HAS REACHED CERTAIN THRESHOLDS AND YOU HAVE
NOT COMPLIED WITH ANY OF YOUR MANDATORY
VOTING RIGHTS NOTIFICATIONS PURSUANT TO THE
GERMAN SECURITIES TRADING ACT (WPHG). FOR
QUESTIONS IN THIS REGARD PLEASE CONTACT
YOUR CLIENT SERVICE REPRESENTATIVE FOR
CLARIFICATION. IF YOU DO NOT HAVE ANY
INDICATION REGARDING SUCH CONFLICT OF
INTEREST, OR ANOTHER EXCLUSION FROM VOTING,
PLEASE SUBMIT YOUR VOTE AS USUAL
CMMT INFORMATION ON COUNTER PROPOSALS CAN BE Non-Voting
FOUND DIRECTLY ON THE ISSUER'S WEBSITE
(PLEASE REFER TO THE MATERIAL URL SECTION
OF THE APPLICATION). IF YOU WISH TO ACT ON
THESE ITEMS, YOU WILL NEED TO REQUEST A
MEETING ATTEND AND VOTE YOUR SHARES
DIRECTLY AT THE COMPANY'S MEETING. COUNTER
PROPOSALS CANNOT BE REFLECTED ON THE BALLOT
ON PROXYEDGE
CMMT INTERMEDIARY CLIENTS ONLY - PLEASE NOTE Non-Voting
THAT IF YOU ARE CLASSIFIED AS AN
INTERMEDIARY CLIENT UNDER THE SHAREHOLDER
RIGHTS DIRECTIVE II, YOU SHOULD BE
PROVIDING THE UNDERLYING SHAREHOLDER
INFORMATION AT THE VOTE INSTRUCTION LEVEL.
IF YOU ARE UNSURE ON HOW TO PROVIDE THIS
LEVEL OF DATA TO BROADRIDGE OUTSIDE OF
PROXYEDGE, PLEASE SPEAK TO YOUR DEDICATED
CLIENT SERVICE REPRESENTATIVE FOR
ASSISTANCE
1 RECEIVE FINANCIAL STATEMENTS AND STATUTORY Non-Voting
REPORTS FOR FISCAL YEAR 2022
2 APPROVE ALLOCATION OF INCOME AND DIVIDENDS Mgmt For For
OF EUR 2.05 PER SHARE
3 APPROVE DISCHARGE OF MANAGEMENT BOARD FOR Mgmt For For
FISCAL YEAR 2022
4 APPROVE DISCHARGE OF SUPERVISORY BOARD FOR Mgmt For For
FISCAL YEAR 2022
5 APPROVE REMUNERATION REPORT Mgmt For For
6 AUTHORIZE SHARE REPURCHASE PROGRAM AND Mgmt For For
REISSUANCE OR CANCELLATION OF REPURCHASED
SHARES
7 AUTHORIZE USE OF FINANCIAL DERIVATIVES WHEN Mgmt For For
REPURCHASING SHARES
8.1 ELECT JENNIFER XIN-ZHE LI TO THE Mgmt For For
SUPERVISORY BOARD
8.2 ELECT QI LU TO THE SUPERVISORY BOARD Mgmt For For
8.3 ELECT PUNIT RENJEN TO THE SUPERVISORY BOARD Mgmt For For
9 APPROVE REMUNERATION POLICY FOR THE Mgmt For For
MANAGEMENT BOARD
10 APPROVE REMUNERATION POLICY FOR THE Mgmt For For
SUPERVISORY BOARD
11.1 APPROVE VIRTUAL-ONLY SHAREHOLDER MEETINGS Mgmt For For
UNTIL 2025
11.2 AMEND ARTICLES RE: PARTICIPATION OF Mgmt For For
SUPERVISORY BOARD MEMBERS IN THE VIRTUAL
ANNUAL GENERAL MEETING BY MEANS OF AUDIO
AND VIDEO TRANSMISSION
--------------------------------------------------------------------------------------------------------------------------
SHOPIFY INC. Agenda Number: 935878453
--------------------------------------------------------------------------------------------------------------------------
Security: 82509L107
Meeting Type: Annual
Meeting Date: 27-Jun-2023
Ticker: SHOP
ISIN: CA82509L1076
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A Election of Director: Tobias Lutke Mgmt For For
1B Election of Director: Robert Ashe Mgmt For For
1C Election of Director: Gail Goodman Mgmt For For
1D Election of Director: Colleen Johnston Mgmt For For
1E Election of Director: Jeremy Levine Mgmt For For
1F Election of Director: Toby Shannan Mgmt For For
1G Election of Director: Fidji Simo Mgmt For For
1H Election of Director: Bret Taylor Mgmt For For
2 Auditor Proposal Resolution approving the Mgmt For For
re-appointment of PricewaterhouseCoopers
LLP as auditors of Shopify Inc. and
authorizing the Board of Directors to fix
their remuneration.
3 Advisory Vote on Executive Compensation Mgmt Against Against
Proposal Non-binding advisory resolution
that the shareholders accept Shopify Inc.'s
approach to executive compensation as
disclosed in the Management Information
Circular for the Meeting.
--------------------------------------------------------------------------------------------------------------------------
SODEXO Agenda Number: 716353608
--------------------------------------------------------------------------------------------------------------------------
Security: F84941123
Meeting Type: MIX
Meeting Date: 19-Dec-2022
Ticker: SW
ISIN: FR0000121220
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT FOR SHAREHOLDERS NOT HOLDING SHARES Non-Voting
DIRECTLY WITH A FRENCH CUSTODIAN, VOTING
INSTRUCTIONS WILL BE FORWARDED TO YOUR
GLOBAL CUSTODIAN ON VOTE DEADLINE DATE. THE
GLOBAL CUSTODIAN AS THE REGISTERED
INTERMEDIARY WILL SIGN THE PROXY CARD AND
FORWARD TO THE LOCAL CUSTODIAN FOR
LODGMENT.
CMMT FOR FRENCH MEETINGS 'ABSTAIN' IS A VALID Non-Voting
VOTING OPTION. FOR ANY ADDITIONAL
RESOLUTIONS RAISED AT THE MEETING THE
VOTING INSTRUCTION WILL DEFAULT TO
'AGAINST.' IF YOUR CUSTODIAN IS COMPLETING
THE PROXY CARD, THE VOTING INSTRUCTION WILL
DEFAULT TO THE PREFERENCE OF YOUR
CUSTODIAN.
CMMT VOTING MUST BE LODGED WITH SHAREHOLDER Non-Voting
DETAILS AS PROVIDED BY YOUR CUSTODIAN BANK.
IF NO SHAREHOLDER DETAILS ARE PROVIDED,
YOUR INSTRUCTIONS MAY BE REJECTED.
CMMT DUE TO THE COVID19 CRISIS AND IN ACCORDANCE Non-Voting
WITH THE PROVISIONS ADOPTED BY THE FRENCH
GOVERNMENT UNDER LAW NO. 2020-1379 OF
NOVEMBER 14, 2020, EXTENDED AND MODIFIED BY
LAW NO 2020-1614 OF DECEMBER 18 2020; THE
GENERAL MEETING WILL TAKE PLACE BEHIND
CLOSED DOORS WITHOUT THE PHYSICAL PRESENCE
OF SHAREHOLDERS. TO COMPLY WITH THESE LAWS,
PLEASE DO NOT SUBMIT ANY REQUESTS TO ATTEND
THE MEETING IN PERSON. THE COMPANY
ENCOURAGES ALL SHAREHOLDERS TO REGULARLY
CONSULT THE COMPANY WEBSITE TO VIEW ANY
CHANGES TO THIS POLICY.
CMMT FOR SHAREHOLDERS HOLDING SHARES DIRECTLY Non-Voting
REGISTERED IN THEIR OWN NAME ON THE COMPANY
SHARE REGISTER, YOU SHOULD RECEIVE A PROXY
CARD/VOTING FORM DIRECTLY FROM THE ISSUER.
PLEASE SUBMIT YOUR VOTE DIRECTLY BACK TO
THE ISSUER VIA THE PROXY CARD/VOTING FORM,
DO NOT SUBMIT YOUR VOTE VIA BROADRIDGE
SYSTEMS/PLATFORMS OR YOUR INSTRUCTIONS MAY
BE REJECTED.
1 ADOPTION OF THE INDIVIDUAL COMPANY Mgmt For For
FINANCIAL STATEMENTS FOR FISCAL 2022
2 ADOPTION OF THE CONSOLIDATED FINANCIAL Mgmt For For
STATEMENTS FOR FISCAL 2022
3 APPROPRIATION OF NET INCOME FOR FISCAL Mgmt For For
2022; DETERMINATION OF THE DIVIDEND AMOUNT
AND PAYMENT DATE
4 REAPPOINTMENT OF VERONIQUE LAURY AS A Mgmt For For
DIRECTOR FOR A THREE-YEAR (3-YEAR) TERM
5 REAPPOINTMENT OF LUC MESSIER AS A DIRECTOR Mgmt For For
FOR A THREE-YEAR (3-YEAR) TERM
6 REAPPOINTMENT OF CECILE TANDEAU DE MARSAC Mgmt For For
AS A DIRECTOR FOR A THREE-YEAR (3-YEAR)
TERM
7 APPOINTMENT OF PATRICE DE TALHOUET AS A NEW Mgmt For For
DIRECTOR FOR A THREE-YEAR (3-YEAR) TERM
8 APPOINTMENT OF ERNST & YOUNG AS STATUTORY Mgmt For For
AUDITOR
9 APPROVAL OF THE COMPENSATION POLICY Mgmt For For
APPLICABLE TO THE CHAIRWOMAN AND CHIEF
EXECUTIVE OFFICER FROM MARCH 1ST TO AUGUST
31, 2022
10 APPROVAL OF THE COMPONENTS OF COMPENSATION Mgmt For For
PAID DURING OR AWARDED FOR FISCAL 2022 TO
SOPHIE BELLON, CHAIRWOMAN OF THE BOARD OF
DIRECTORS, THEN CHAIRWOMAN AND CHIEF
EXECUTIVE OFFICER
11 APPROVAL OF THE INFORMATION RELATED TO THE Mgmt For For
COMPENSATION OF CORPORATE OFFICERS AND
DIRECTORS, AS REFERRED TO IN ARTICLE
L.22-10-9 I OF THE FRENCH COMMERCIAL CODE
12 DETERMINATION OF THE MAXIMUM TOTAL ANNUAL Mgmt For For
ENVELOPE FOR DIRECTORS' COMPENSATION
13 APPROVAL OF THE COMPENSATION POLICY Mgmt For For
APPLICABLE TO THE DIRECTORS
14 APPROVAL OF THE COMPENSATION POLICY Mgmt For For
APPLICABLE TO THE CHAIRWOMAN AND CHIEF
EXECUTIVE OFFICER
15 AUTHORIZATION FOR THE BOARD OF DIRECTORS TO Mgmt For For
PURCHASE SHARES OF THE COMPANY
16 AUTHORIZATION FOR THE BOARD OF DIRECTORS TO Mgmt For For
REDUCE THE COMPANY'S SHARE CAPITAL BY
CANCELING TREASURY SHARES
17 POWERS TO CARRY OUT FORMALITIES Mgmt For For
CMMT INTERMEDIARY CLIENTS ONLY - PLEASE NOTE Non-Voting
THAT IF YOU ARE CLASSIFIED AS AN
INTERMEDIARY CLIENT UNDER THE SHAREHOLDER
RIGHTS DIRECTIVE II, YOU SHOULD BE
PROVIDING THE UNDERLYING SHAREHOLDER
INFORMATION AT THE VOTE INSTRUCTION LEVEL.
IF YOU ARE UNSURE ON HOW TO PROVIDE THIS
LEVEL OF DATA TO BROADRIDGE OUTSIDE OF
PROXYEDGE, PLEASE SPEAK TO YOUR DEDICATED
CLIENT SERVICE REPRESENTATIVE FOR
ASSISTANCE
CMMT 30 NOV 2022: PLEASE NOTE THAT IMPORTANT Non-Voting
ADDITIONAL MEETING INFORMATION IS AVAILABLE
BY CLICKING ON THE MATERIAL URL LINKS:
https://www.journal-officiel.gouv.fr/telech
argements/BALO/pdf/2022/1109/202211092204351
.pdf AND
https://www.journal-officiel.gouv.fr/telech
argements/BALO/pdf/2022/1130/202211302204559
.pdf AND PLEASE NOTE THAT THIS IS A REVISION
DUE TO ADDITION OF COMMENTS AND RECEIPT OF
UPDATED BALO LINK. IF YOU HAVE ALREADY SENT
IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN
UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
INSTRUCTIONS. THANK YOU
CMMT 10 NOV 2022: PLEASE NOTE THAT IF YOU HOLD Non-Voting
CREST DEPOSITORY INTERESTS (CDIS) AND
PARTICIPATE AT THIS MEETING, YOU (OR YOUR
CREST SPONSORED MEMBER/CUSTODIAN) WILL BE
REQUIRED TO INSTRUCT A TRANSFER OF THE
RELEVANT CDIS TO THE ESCROW ACCOUNT
SPECIFIED IN THE ASSOCIATED CORPORATE EVENT
IN THE CREST SYSTEM. THIS TRANSFER WILL
NEED TO BE COMPLETED BY THE SPECIFIED CREST
SYSTEM DEADLINE. ONCE THIS TRANSFER HAS
SETTLED, THE CDIS WILL BE BLOCKED IN THE
CREST SYSTEM. THE CDIS WILL TYPICALLY BE
RELEASED FROM ESCROW AS SOON AS PRACTICABLE
ON RECORD DATE +1 DAY (OR ON MEETING DATE
+1 DAY IF NO RECORD DATE APPLIES) UNLESS
OTHERWISE SPECIFIED, AND ONLY AFTER THE
AGENT HAS CONFIRMED AVAILABILITY OF THE
POSITION. IN ORDER FOR A VOTE TO BE
ACCEPTED, THE VOTED POSITION MUST BE
BLOCKED IN THE REQUIRED ESCROW ACCOUNT IN
THE CREST SYSTEM. BY VOTING ON THIS
MEETING, YOUR CREST SPONSORED
MEMBER/CUSTODIAN MAY USE YOUR VOTE
INSTRUCTION AS THE AUTHORIZATION TO TAKE
THE NECESSARY ACTION WHICH WILL INCLUDE
TRANSFERRING YOUR INSTRUCTED POSITION TO
ESCROW. PLEASE CONTACT YOUR CREST SPONSORED
MEMBER/CUSTODIAN DIRECTLY FOR FURTHER
INFORMATION ON THE CUSTODY PROCESS AND
WHETHER OR NOT THEY REQUIRE SEPARATE
INSTRUCTIONS FROM YOU
CMMT 10 NOV 2022: PLEASE NOTE SHARE BLOCKING Non-Voting
WILL APPLY FOR ANY VOTED POSITIONS SETTLING
THROUGH EUROCLEAR BANK.
--------------------------------------------------------------------------------------------------------------------------
TENCENT HOLDINGS LTD Agenda Number: 716954727
--------------------------------------------------------------------------------------------------------------------------
Security: G87572163
Meeting Type: AGM
Meeting Date: 17-May-2023
Ticker: 700
ISIN: KYG875721634
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THE COMPANY NOTICE AND Non-Voting
PROXY FORM ARE AVAILABLE BY CLICKING ON THE
URL LINKS:
https://www1.hkexnews.hk/listedco/listconew
s/sehk/2023/0406/2023040601872.pdf AND
https://www1.hkexnews.hk/listedco/listconew
s/sehk/2023/0406/2023040601874.pdf
CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED Non-Voting
TO VOTE 'IN FAVOR' OR 'AGAINST' FOR ALL
RESOLUTIONS, ABSTAIN IS NOT A VOTING OPTION
ON THIS MEETING
1 TO RECEIVE AND CONSIDER THE AUDITED Mgmt For For
FINANCIAL STATEMENTS, THE DIRECTORS REPORT
AND THE INDEPENDENT AUDITORS REPORT FOR THE
YEAR ENDED 31 DECEMBER 2022
2 TO DECLARE A FINAL DIVIDEND Mgmt For For
3.A TO RE-ELECT MR JACOBUS PETRUS (KOOS) BEKKER Mgmt Against Against
AS DIRECTOR
3.B TO RE-ELECT PROFESSOR ZHANG XIULAN AS Mgmt For For
DIRECTOR
3.C TO AUTHORISE THE BOARD OF DIRECTORS TO FIX Mgmt For For
THE DIRECTORS REMUNERATION
4 TO RE-APPOINT AUDITOR AND AUTHORISE THE Mgmt For For
BOARD OF DIRECTORS TO FIX THEIR
REMUNERATION
5 TO GRANT A GENERAL MANDATE TO THE DIRECTORS Mgmt Against Against
TO ISSUE NEW SHARES (ORDINARY RESOLUTION 5
AS SET OUT IN THE NOTICE OF THE AGM)
6 TO GRANT A GENERAL MANDATE TO THE DIRECTORS Mgmt For For
TO REPURCHASE SHARES (ORDINARY RESOLUTION 6
AS SET OUT IN THE NOTICE OF THE AGM)
--------------------------------------------------------------------------------------------------------------------------
TENCENT HOLDINGS LTD Agenda Number: 717126634
--------------------------------------------------------------------------------------------------------------------------
Security: G87572163
Meeting Type: EGM
Meeting Date: 17-May-2023
Ticker: 700
ISIN: KYG875721634
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THE COMPANY NOTICE AND Non-Voting
PROXY FORM ARE AVAILABLE BY CLICKING ON THE
URL LINKS:
https://www1.hkexnews.hk/listedco/listconew
s/sehk/2023/0424/2023042401617.pdf AND
https://www1.hkexnews.hk/listedco/listconew
s/sehk/2023/0424/2023042401635.pdf
CMMT PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED Non-Voting
TO VOTE 'IN FAVOR' OR 'AGAINST' FOR ALL
RESOLUTIONS, ABSTAIN IS NOT A VOTING OPTION
ON THIS MEETING
1A TO APPROVE AND ADOPT THE 2023 SHARE OPTION Mgmt Against Against
SCHEME
1B TO APPROVE THE TRANSFER OF SHARE OPTIONS Mgmt Against Against
1C TO TERMINATE THE SHARE OPTION SCHEME Mgmt For For
ADOPTED BY THE COMPANY ON 17 MAY 2017
2 TO APPROVE AND ADOPT THE SCHEME MANDATE Mgmt Against Against
LIMIT (SHARE OPTION) UNDER THE 2023 SHARE
OPTION SCHEME
3 TO APPROVE AND ADOPT THE SERVICE PROVIDER Mgmt Against Against
SUB-LIMIT (SHARE OPTION) UNDER THE 2023
SHARE OPTION SCHEME
4A TO APPROVE AND ADOPT THE 2023 SHARE AWARD Mgmt Against Against
SCHEME
4B TO APPROVE THE TRANSFER OF SHARE AWARDS Mgmt Against Against
4C TO TERMINATE EACH OF THE SHARE AWARD Mgmt For For
SCHEMES ADOPTED BY THE COMPANY ON 13
NOVEMBER 2013 AND 25 NOVEMBER 2019
5 TO APPROVE AND ADOPT THE SCHEME MANDATE Mgmt Against Against
LIMIT (SHARE AWARD) UNDER THE 2023 SHARE
AWARD SCHEME
6 TO APPROVE AND ADOPT THE SCHEME MANDATE Mgmt Against Against
LIMIT (NEW SHARES SHARE AWARD) UNDER THE
2023 SHARE AWARD SCHEME
7 TO APPROVE AND ADOPT THE SERVICE PROVIDER Mgmt Against Against
SUB-LIMIT (NEW SHARES SHARE AWARD) UNDER
THE 2023 SHARE AWARD SCHEME
--------------------------------------------------------------------------------------------------------------------------
TESLA, INC. Agenda Number: 935804636
--------------------------------------------------------------------------------------------------------------------------
Security: 88160R101
Meeting Type: Annual
Meeting Date: 16-May-2023
Ticker: TSLA
ISIN: US88160R1014
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Election of Director: Elon Musk Mgmt For For
1.2 Election of Director: Robyn Denholm Mgmt For For
1.3 Election of Director: JB Straubel Mgmt For For
2. Tesla proposal to approve executive Mgmt For For
compensation on a non- binding advisory
basis.
3. Tesla proposal to approve the frequency of Mgmt 3 Years For
future votes on executive compensation on a
non-binding advisory basis.
4. Tesla proposal to ratify the appointment of Mgmt For For
independent registered public accounting
firm.
5. Stockholder proposal regarding reporting on Shr Against For
key-person risk.
--------------------------------------------------------------------------------------------------------------------------
TRIP.COM GROUP LIMITED Agenda Number: 935892756
--------------------------------------------------------------------------------------------------------------------------
Security: 89677Q107
Meeting Type: Annual
Meeting Date: 30-Jun-2023
Ticker: TCOM
ISIN: US89677Q1076
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. As a special resolution, THAT the Company's Mgmt For For
Third Amended and Restated Memorandum of
Association and Articles of Association
(the "Current M&AA") be amended and
restated by their deletion in their
entirety and by the substitution in their
place of the Fourth Amended and Restated
Memorandum of Association and Articles of
Association in the form as attached to the
Notice of Annual General Meeting as Exhibit
B (the "Amended M&AA").
--------------------------------------------------------------------------------------------------------------------------
UNICHARM CORPORATION Agenda Number: 716735393
--------------------------------------------------------------------------------------------------------------------------
Security: J94104114
Meeting Type: AGM
Meeting Date: 24-Mar-2023
Ticker: 8113
ISIN: JP3951600000
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
Please reference meeting materials. Non-Voting
1.1 Appoint a Director who is not Audit and Mgmt For For
Supervisory Committee Member Takahara,
Takahisa
1.2 Appoint a Director who is not Audit and Mgmt For For
Supervisory Committee Member Hikosaka,
Toshifumi
1.3 Appoint a Director who is not Audit and Mgmt For For
Supervisory Committee Member Takaku, Kenji
2.1 Appoint a Director who is Audit and Mgmt For For
Supervisory Committee Member Sugita,
Hiroaki
2.2 Appoint a Director who is Audit and Mgmt For For
Supervisory Committee Member Rzonca Noriko
2.3 Appoint a Director who is Audit and Mgmt Against Against
Supervisory Committee Member Asada, Shigeru
3 Appoint Accounting Auditors Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
UNILEVER PLC Agenda Number: 716815521
--------------------------------------------------------------------------------------------------------------------------
Security: G92087165
Meeting Type: AGM
Meeting Date: 03-May-2023
Ticker: ULVR
ISIN: GB00B10RZP78
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 TO RECEIVE THE REPORT AND ACCOUNTS FOR THE Mgmt For For
YEAR ENDED 31 DECEMBER 2022
2 TO APPROVE THE DIRECTORS' REMUNERATION Mgmt Against Against
REPORT
3 TO RE-ELECT NILS ANDERSEN AS A DIRECTOR Mgmt For For
4 TO RE-ELECT JUDITH HARTMANN AS A DIRECTOR Mgmt For For
5 TO RE-ELECT ADRIAN HENNAH AS A DIRECTOR Mgmt For For
6 TO RE-ELECT ALAN JOPE AS A DIRECTOR Mgmt For For
7 TO RE-ELECT ANDREA JUNG AS A DIRECTOR Mgmt For For
8 TO RE-ELECT SUSAN KILSBY AS A DIRECTOR Mgmt For For
9 TO RE-ELECT RUBY LU AS A DIRECTOR Mgmt For For
10 TO RE-ELECT STRIVE MASIYIWA AS A DIRECTOR Mgmt For For
11 TO RE-ELECT YOUNGME MOON AS A DIRECTOR Mgmt For For
12 TO RE-ELECT GRAEME PITKETHLY AS A DIRECTOR Mgmt For For
13 TO RE-ELECT FEIKE SIJBESMA AS A DIRECTOR Mgmt For For
14 TO ELECT NELSON PELTZ AS A DIRECTOR Mgmt For For
15 TO ELECT HEIN SCHUMACHER AS A DIRECTOR Mgmt For For
16 TO REAPPOINT KPMG LLP AS AUDITOR OF THE Mgmt For For
COMPANY
17 TO AUTHORISE THE DIRECTORS TO FIX THE Mgmt For For
REMUNERATION OF THE AUDITOR
18 TO AUTHORISE POLITICAL DONATIONS AND Mgmt For For
EXPENDITURE
19 TO RENEW THE AUTHORITY TO DIRECTORS TO Mgmt For For
ISSUE SHARES
20 TO RENEW THE AUTHORITY TO DIRECTORS TO Mgmt For For
DISAPPLY PRE-EMPTION RIGHTS
21 TO RENEW THE AUTHORITY TO DIRECTORS TO Mgmt For For
DISAPPLY PRE-EMPTION RIGHTS FOR THE
PURPOSES OF ACQUISITIONS OR CAPITAL
INVESTMENTS
22 TO RENEW THE AUTHORITY TO THE COMPANY TO Mgmt For For
PURCHASE ITS OWN SHARES
23 TO SHORTEN THE NOTICE PERIOD FOR GENERAL Mgmt For For
MEETINGS TO 14 CLEAR DAYS' NOTICE
--------------------------------------------------------------------------------------------------------------------------
WISETECH GLOBAL LTD Agenda Number: 716197783
--------------------------------------------------------------------------------------------------------------------------
Security: Q98056106
Meeting Type: AGM
Meeting Date: 23-Nov-2022
Ticker:
ISIN: AU000000WTC3
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT VOTING EXCLUSIONS APPLY TO THIS MEETING FOR Non-Voting
PROPOSALS 2, 6 AND VOTES CAST BY ANY
INDIVIDUAL OR RELATED PARTY WHO BENEFIT
FROM THE PASSING OF THE PROPOSAL/S WILL BE
DISREGARDED BY THE COMPANY. HENCE, IF YOU
HAVE OBTAINED BENEFIT OR EXPECT TO OBTAIN
FUTURE BENEFIT (AS REFERRED IN THE COMPANY
ANNOUNCEMENT) VOTE ABSTAIN ON THE RELEVANT
PROPOSAL ITEMS. BY DOING SO, YOU
ACKNOWLEDGE THAT YOU HAVE OBTAINED BENEFIT
OR EXPECT TO OBTAIN BENEFIT BY THE PASSING
OF THE RELEVANT PROPOSAL/S. BY VOTING (FOR
OR AGAINST) ON THE ABOVE MENTIONED
PROPOSAL/S, YOU ACKNOWLEDGE THAT YOU HAVE
NOT OBTAINED BENEFIT NEITHER EXPECT TO
OBTAIN BENEFIT BY THE PASSING OF THE
RELEVANT PROPOSAL/S AND YOU COMPLY WITH THE
VOTING EXCLUSION
2 ADOPTION OF REMUNERATION REPORT Mgmt For For
3 RE-ELECTION OF DIRECTOR - MS MAREE ISAACS Mgmt For For
4 ELECTION OF DIRECTOR - MR RICHARD DAMMERY Mgmt For For
5 ELECTION OF DIRECTOR - MR MICHAEL MALONE Mgmt For For
6 GRANT OF SHARE RIGHTS TO NON-EXECUTIVE Mgmt For For
DIRECTORS UNDER THE NON-EXECUTIVE DIRECTOR
FEE SACRIFICE SHARE ACQUISITION PLAN
--------------------------------------------------------------------------------------------------------------------------
YUM CHINA HOLDINGS, INC. Agenda Number: 935710093
--------------------------------------------------------------------------------------------------------------------------
Security: 98850P109
Meeting Type: Special
Meeting Date: 11-Oct-2022
Ticker: YUMC
ISIN: US98850P1093
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To approve the Board of Director's Mgmt For For
continuing authority to approve issuances
of shares of common stock or securities
convertible into common stock in an amount
not to exceed 20% of Yum China's total
number of outstanding shares of common
stock as of the date of the Special
Meeting, effective from the effective date
of the conversion of the Yum China's
listing status on the Hong Kong Stock
Exchange to primary listing until the
earlier of the date the next annual meeting
is held or June 26, 2023.
2. To approve the Board of Director's Mgmt For For
continuing authority to approve the
repurchases of shares of common stock in an
amount not to exceed 10% of Yum China's
total number of outstanding shares of
common stock as of the date of the Special
Meeting, effective from the effective date
of the conversion of the Yum China's
listing status on the Hong Kong Stock
Exchange to primary listing until the
earlier of the date the next annual meeting
is held or June 26, 2023.
3. To approve the Yum China Holdings, Inc. Mgmt For For
2022 Long Term Incentive Plan.
--------------------------------------------------------------------------------------------------------------------------
YUM CHINA HOLDINGS, INC. Agenda Number: 935820553
--------------------------------------------------------------------------------------------------------------------------
Security: 98850P109
Meeting Type: Annual
Meeting Date: 24-May-2023
Ticker: YUMC
ISIN: US98850P1093
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Fred Hu Mgmt For For
1b. Election of Director: Joey Wat Mgmt For For
1c. Election of Director: Peter A. Bassi Mgmt For For
1d. Election of Director: Edouard Ettedgui Mgmt Against Against
1e. Election of Director: Ruby Lu Mgmt Against Against
1f. Election of Director: Zili Shao Mgmt For For
1g. Election of Director: William Wang Mgmt Against Against
1h. Election of Director: Min (Jenny) Zhang Mgmt Against Against
1i. Election of Director: Christina Xiaojing Mgmt For For
Zhu
2. Approval and Ratification of the Mgmt For For
Appointment of KPMG Huazhen LLP and KPMG as
the Company's Independent Auditors for 2023
3. Advisory Vote to Approve Executive Mgmt Against Against
Compensation
4. Advisory Vote on the Frequency of the Mgmt 1 Year For
Advisory Vote on Executive Compensation
5. Vote to Authorize the Board of Directors to Mgmt For For
Issue Shares up to 20% of Outstanding
Shares
6. Vote to Authorize the Board of Directors to Mgmt For For
Repurchase Shares up to 10% of Outstanding
Shares
Loomis Sayles Investment Grade Bond Fund
--------------------------------------------------------------------------------------------------------------------------
The fund held no voting securities during the reporting period and did not vote any securities or have
any securities that were subject to a vote during the reporting period.
Loomis Sayles Limited Term Government and Agency Fund
--------------------------------------------------------------------------------------------------------------------------
The fund held no voting securities during the reporting period and did not vote any securities or have
any securities that were subject to a vote during the reporting period.
Loomis Sayles Small Cap Growth Fund
--------------------------------------------------------------------------------------------------------------------------
ACADIA HEALTHCARE COMPANY, INC. Agenda Number: 935806185
--------------------------------------------------------------------------------------------------------------------------
Security: 00404A109
Meeting Type: Annual
Meeting Date: 18-May-2023
Ticker: ACHC
ISIN: US00404A1097
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Michael J. Fucci Mgmt For For
1b. Election of Director: Wade D. Miquelon Mgmt For For
2. Approve an amendment and restatement of the Mgmt For For
Acadia Healthcare Company, Inc. Incentive
Compensation Plan as presented in the Proxy
Statement.
3. Advisory vote on the compensation of the Mgmt For For
Company's named executive officers as
presented in the Proxy Statement.
4. Ratify the appointment of Ernst & Young LLP Mgmt For For
as the Company's independent registered
public accounting firm for the fiscal year
ending December 31, 2023.
--------------------------------------------------------------------------------------------------------------------------
ADVANCED DRAINAGE SYSTEMS, INC. Agenda Number: 935673170
--------------------------------------------------------------------------------------------------------------------------
Security: 00790R104
Meeting Type: Annual
Meeting Date: 21-Jul-2022
Ticker: WMS
ISIN: US00790R1041
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Anesa T. Chaibi Mgmt For For
1b. Election of Director: Robert M. Eversole Mgmt For For
1c. Election of Director: Alexander R. Fischer Mgmt For For
1d. Election of Director: Kelly S. Gast Mgmt For For
1e. Election of Director: M.A. (Mark) Haney Mgmt For For
1f. Election of Director: Ross M. Jones Mgmt For For
1g. Election of Director: Manuel Perez de la Mgmt For For
Mesa
1h. Election of Director: Anil Seetharam Mgmt For For
2. Ratification of the appointment of Deloitte Mgmt For For
& Touche LLP as the Company's Independent
Registered Public Accounting Firm for
fiscal year 2023.
3. Approval, in a non-binding advisory vote, Mgmt For For
of the compensation for named executive
officers.
4. Recommendation, in a non-binding advisory Mgmt 1 Year For
vote, for the frequency of future advisory
votes on executive compensation.
5. Approval of the Employee Stock Purchase Mgmt For For
Plan.
--------------------------------------------------------------------------------------------------------------------------
ADVANCED ENERGY INDUSTRIES, INC. Agenda Number: 935781395
--------------------------------------------------------------------------------------------------------------------------
Security: 007973100
Meeting Type: Annual
Meeting Date: 27-Apr-2023
Ticker: AEIS
ISIN: US0079731008
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Grant H. Beard Mgmt For For
(Chairman)
1b. Election of Director: Frederick A. Ball Mgmt For For
1c. Election of Director: Anne T. DelSanto Mgmt For For
1d. Election of Director: Tina M. Donikowski Mgmt For For
1e. Election of Director: Ronald C. Foster Mgmt For For
1f. Election of Director: Stephen D. Kelley Mgmt For For
1g. Election of Director: Lanesha T. Minnix Mgmt For For
1h. Election of Director: David W. Reed Mgmt For For
1i. Election of Director: John A. Roush Mgmt For For
1j. Election of Director: Brian M. Shirley Mgmt For For
2. Ratification of the appointment of Ernst & Mgmt For For
Young LLP as Advanced Energy's independent
registered public accounting firm for 2023.
3. Advisory approval on the compensation of Mgmt For For
our named executive officers.
4. Advisory vote on the frequency of future Mgmt 1 Year For
advisory votes on executive compensation.
5. Approval of Advanced Energy's 2023 Omnibus Mgmt For For
Incentive Plan.
--------------------------------------------------------------------------------------------------------------------------
ALBANY INTERNATIONAL CORP. Agenda Number: 935794772
--------------------------------------------------------------------------------------------------------------------------
Security: 012348108
Meeting Type: Annual
Meeting Date: 12-May-2023
Ticker: AIN
ISIN: US0123481089
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Election of Director: Erland E. Kailbourne Mgmt For For
1.2 Election of Director: John R. Scannell Mgmt For For
1.3 Election of Director: Katharine L. Plourde Mgmt Withheld Against
1.4 Election of Director: A. William Higgins Mgmt For For
1.5 Election of Director: Kenneth W. Krueger Mgmt Withheld Against
1.6 Election of Director: Mark J. Murphy Mgmt Withheld Against
1.7 Election of Director: J. Michael McQuade Mgmt For For
1.8 Election of Director: Christina M. Alvord Mgmt For For
1.9 Election of Director: Russell E. Toney Mgmt For For
2. To ratify the Appointment of KPMG LLP as Mgmt For For
our independent auditor
3. To approve, by nonbinding advisory vote, Mgmt For For
executive compensation
4. To recommend, by nonbinding vote advisory Mgmt 1 Year For
vote, the frequency of stockholder voting
on executive compensation
5. To approve the Company's 2023 Long Term Mgmt For For
Incentive Plan
6. To approve the adoption of the Second Mgmt For For
Amended and Restated Certificate of
Incorporation
--------------------------------------------------------------------------------------------------------------------------
ALIGNMENT HEALTHCARE INC Agenda Number: 935840276
--------------------------------------------------------------------------------------------------------------------------
Security: 01625V104
Meeting Type: Annual
Meeting Date: 06-Jun-2023
Ticker: ALHC
ISIN: US01625V1044
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Election of Director: Jody Bilney Mgmt For For
1.2 Election of Director: David Hodgson Mgmt Withheld Against
1.3 Election of Director: Jacqueline Kosecoff Mgmt Withheld Against
1.4 Election of Director: Jeffrey Margolis Mgmt Withheld Against
2. Ratify the appointment of Deloitte & Touche Mgmt For For
LLP as our independent registered public
accounting firm for the year ending
December 31, 2023.
3. Approve, on an advisory basis, the Mgmt Against Against
compensation of our Named Executive
Officers.
--------------------------------------------------------------------------------------------------------------------------
APPLIED INDUSTRIAL TECHNOLOGIES, INC. Agenda Number: 935709848
--------------------------------------------------------------------------------------------------------------------------
Security: 03820C105
Meeting Type: Annual
Meeting Date: 25-Oct-2022
Ticker: AIT
ISIN: US03820C1053
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Election of Director: Mary Dean Hall Mgmt For For
1.2 Election of Director: Dan P. Komnenovich Mgmt For For
1.3 Election of Director: Joe A. Raver Mgmt For For
2. Say on Pay - To approve, through a Mgmt For For
nonbinding advisory vote, the compensation
of Applied's named executive officers.
3. To ratify the Audit Committee's appointment Mgmt For For
of independent auditors.
--------------------------------------------------------------------------------------------------------------------------
ARCOSA, INC. Agenda Number: 935793910
--------------------------------------------------------------------------------------------------------------------------
Security: 039653100
Meeting Type: Annual
Meeting Date: 09-May-2023
Ticker: ACA
ISIN: US0396531008
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Joseph Alvarado Mgmt For For
1b. Election of Director: Rhys J. Best Mgmt For For
1c. Election of Director: Antonio Carrillo Mgmt For For
1d. Election of Director: Jeffrey A. Craig Mgmt For For
1e. Election of Director: Steven J. Demetriou Mgmt For For
1f. Election of Director: Ronald J. Gafford Mgmt For For
1g. Election of Director: John W. Lindsay Mgmt For For
1h. Election of Director: Kimberly S. Lubel Mgmt For For
1i. Election of Director: Julie A. Piggott Mgmt For For
1j. Election of Director: Melanie M. Trent Mgmt For For
2. Advisory vote to approve named executive Mgmt For For
officer compensation.
3. Ratification of Ernst & Young LLP as Mgmt For For
Arcosa's independent registered public
accounting firm for the year ending
December 31, 2023.
--------------------------------------------------------------------------------------------------------------------------
ATRICURE, INC. Agenda Number: 935809268
--------------------------------------------------------------------------------------------------------------------------
Security: 04963C209
Meeting Type: Annual
Meeting Date: 25-May-2023
Ticker: ATRC
ISIN: US04963C2098
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Michael H. Carrel Mgmt For For
1b. Election of Director: Regina E. Groves Mgmt For For
1c. Election of Director: B. Kristine Johnson Mgmt Against Against
1d. Election of Director: Karen N. Prange Mgmt Against Against
1e. Election of Director: Deborah H. Telman Mgmt Against Against
1f. Election of Director: Sven A. Wehrwein Mgmt For For
1g. Election of Director: Robert S. White Mgmt For For
1h. Election of Director: Maggie Yuen Mgmt For For
2. Proposal to ratify the appointment of Mgmt For For
Deloitte & Touche LLP as independent
registered public accounting firm for the
fiscal year ending December 31, 2023.
3. Proposal to approve the AtriCure, Inc. 2023 Mgmt For For
Stock Incentive Plan.
4. Proposal to amend the AtriCure, Inc. 2018 Mgmt For For
Employee Stock Purchase Plan to increase
the number of shares of common stock
authorized for issuance thereunder by
750,000.
5. Advisory vote on the compensation of our Mgmt Against Against
named executive officers as disclosed in
the proxy statement for the 2023 Annual
Meeting.
--------------------------------------------------------------------------------------------------------------------------
AXONICS, INC. Agenda Number: 935858069
--------------------------------------------------------------------------------------------------------------------------
Security: 05465P101
Meeting Type: Annual
Meeting Date: 26-Jun-2023
Ticker: AXNX
ISIN: US05465P1012
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Michael H. Carrel Mgmt For For
1b. Election of Director: Raymond W. Cohen Mgmt For For
1c. Election of Director: David M. Demski Mgmt For For
1d. Election of Director: Jane E. Kiernan Mgmt For For
1e. Election of Director: Esteban Lopez, M.D. Mgmt Against Against
1f. Election of Director: Robert E. McNamara Mgmt Against Against
1g. Election of Director: Nancy Snyderman, M.D. Mgmt Against Against
2. To ratify the selection of BDO USA, LLP as Mgmt For For
our independent registered public
accounting firm for the fiscal year ending
December 31, 2023.
3. To approve, on an advisory basis, of the Mgmt For For
compensation of our named executive
officers.
--------------------------------------------------------------------------------------------------------------------------
BELLRING BRANDS, INC. Agenda Number: 935751924
--------------------------------------------------------------------------------------------------------------------------
Security: 07831C103
Meeting Type: Annual
Meeting Date: 06-Feb-2023
Ticker: BRBR
ISIN: US07831C1036
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Election of Director: Darcy H. Davenport Mgmt For For
1.2 Election of Director: Elliot H. Stein, Jr. Mgmt For For
2. The ratification of the appointment of Mgmt For For
PricewaterhouseCoopers LLP as our
independent registered public accounting
firm for the fiscal year ending September
30, 2023.
3. To consider and vote upon a proposal to Mgmt For For
increase the number of authorized shares
under the Company's 2019 Long-Term
Incentive Plan by 6,000,000 shares from
2,000,000 shares to 8,000,000 shares.
4. To consider and vote, on an advisory basis, Mgmt For For
for the adoption of a resolution approving
the compensation of our named executive
officers, as such compensation is described
under the "Compensation Discussion and
Analysis" and "Executive Compensation"
sections of this proxy statement.
--------------------------------------------------------------------------------------------------------------------------
BOOT BARN HOLDINGS, INC. Agenda Number: 935687787
--------------------------------------------------------------------------------------------------------------------------
Security: 099406100
Meeting Type: Annual
Meeting Date: 29-Aug-2022
Ticker: BOOT
ISIN: US0994061002
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Election of Director: Peter Starrett Mgmt Withheld Against
1.2 Election of Director: Chris Bruzzo Mgmt For For
1.3 Election of Director: Eddie Burt Mgmt For For
1.4 Election of Director: James G. Conroy Mgmt For For
1.5 Election of Director: Lisa G. Laube Mgmt Withheld Against
1.6 Election of Director: Anne MacDonald Mgmt Withheld Against
1.7 Election of Director: Brenda I. Morris Mgmt For For
1.8 Election of Director: Brad Weston Mgmt Withheld Against
2. To vote on a non-binding advisory Mgmt For For
resolution to approve the compensation paid
to named executive officers for fiscal 2022
("say-on-pay").
3. Ratification of Deloitte & Touche LLP as Mgmt For For
the independent auditor for the fiscal year
ending April 1, 2023.
--------------------------------------------------------------------------------------------------------------------------
BOX, INC. Agenda Number: 935658091
--------------------------------------------------------------------------------------------------------------------------
Security: 10316T104
Meeting Type: Annual
Meeting Date: 14-Jul-2022
Ticker: BOX
ISIN: US10316T1043
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Director withdrawn Mgmt Abstain
1b. Election of Director: Dan Levin Mgmt For For
1c. Election of Director: Bethany Mayer Mgmt For For
2. To approve, on an advisory basis, the Mgmt For For
compensation of our named executive
officers.
3. To approve, on an advisory basis, the Mgmt 1 Year For
frequency of future stockholder advisory
votes on the compensation of our named
executive officers.
4. Ratification of the appointment of Ernst & Mgmt For For
Young LLP as our independent registered
public accounting firm for our fiscal year
ending January 31, 2023.
--------------------------------------------------------------------------------------------------------------------------
BOX, INC. Agenda Number: 935860329
--------------------------------------------------------------------------------------------------------------------------
Security: 10316T104
Meeting Type: Annual
Meeting Date: 27-Jun-2023
Ticker: BOX
ISIN: US10316T1043
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Sue Barsamian Mgmt For For
1b. Election of Director: Jack Lazar Mgmt For For
1c. Election of Director: John Park Mgmt For For
2. To approve, on an advisory basis, the Mgmt For For
compensation of our named executive
officers.
3. To ratify the appointment of Ernst & Young Mgmt For For
LLP as our independent registered public
accounting firm for our fiscal year ending
January 31, 2024.
--------------------------------------------------------------------------------------------------------------------------
BRP GROUP, INC. Agenda Number: 935840113
--------------------------------------------------------------------------------------------------------------------------
Security: 05589G102
Meeting Type: Annual
Meeting Date: 05-Jun-2023
Ticker: BRP
ISIN: US05589G1022
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Lowry Baldwin Mgmt For For
Sathish Muthukrishnan Mgmt For For
Sunita Parasuraman Mgmt For For
Ellyn Shook Mgmt For For
2. To approve, on an advisory basis, the Mgmt For For
compensation of our named executive
officers.
3. To ratify the appointment of Mgmt For For
PricewaterhouseCoopers LLP as our
independent registered public accounting
firm for fiscal year 2023.
--------------------------------------------------------------------------------------------------------------------------
CACTUS, INC. Agenda Number: 935800501
--------------------------------------------------------------------------------------------------------------------------
Security: 127203107
Meeting Type: Annual
Meeting Date: 16-May-2023
Ticker: WHD
ISIN: US1272031071
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Scott Bender Mgmt For For
Gary Rosenthal Mgmt Withheld Against
Bruce Rothstein Mgmt For For
2. To ratify the appointment of Mgmt For For
PricewaterhouseCoopers LLP as the Company's
independent registered public accounting
firm for the fiscal year ending December
31, 2023.
3. To approve the amendment of the Company's Mgmt For For
Long-Term Incentive Plan, as amended as of
November 25, 2019, to increase the number
of shares of the Company's Class A Common
Stock reserved for issuance under such plan
from 3,000,000 to 5,500,000.
--------------------------------------------------------------------------------------------------------------------------
CALIX, INC. Agenda Number: 935788933
--------------------------------------------------------------------------------------------------------------------------
Security: 13100M509
Meeting Type: Annual
Meeting Date: 11-May-2023
Ticker: CALX
ISIN: US13100M5094
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Kathleen Crusco Mgmt For For
Carl Russo Mgmt For For
2. To approve the Calix, Inc. Third Amended Mgmt For For
and Restated 2019 Equity Incentive Award
Plan.
3. To approve the Calix, Inc. Third Amended Mgmt For For
and Restated 2017 Nonqualified Employee
Stock Purchase Plan.
4. To approve, on a non-binding, advisory Mgmt For For
basis, Calix's named executive officer
compensation.
5. To approve, on a non-binding, advisory Mgmt 1 Year For
basis, the frequency of future advisory
votes to approve the compensation of
Calix's named executive officers.
6. To ratify the selection of KPMG LLP as Mgmt For For
Calix's independent registered public
accounting firm for the fiscal year ending
December 31, 2023.
--------------------------------------------------------------------------------------------------------------------------
CASELLA WASTE SYSTEMS, INC. Agenda Number: 935832306
--------------------------------------------------------------------------------------------------------------------------
Security: 147448104
Meeting Type: Annual
Meeting Date: 01-Jun-2023
Ticker: CWST
ISIN: US1474481041
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Election of Class II Director to serve Mgmt Withheld Against
until the 2026 Annual Meeting: Michael L.
Battles
1.2 Election of Class II Director to serve Mgmt For For
until the 2026 Annual Meeting: Joseph G.
Doody
1.3 Election of Class II Director to serve Mgmt Withheld Against
until the 2026 Annual Meeting: Emily Nagle
Green
2. To approve the Casella Waste Systems, Inc. Mgmt For For
Second Amended and Restated 1997 Employee
Stock Purchase Plan.
3. To approve, in an advisory "say-on-pay" Mgmt For For
vote, the compensation of the Company's
named executive officers.
4. To recommend, in an advisory Mgmt 1 Year For
"say-on-frequency" vote, the frequency of
future advisory "say-on-pay" votes.
5. To ratify the appointment of RSM US LLP as Mgmt For For
the Company's independent auditors for the
fiscal year ending December 31, 2023.
--------------------------------------------------------------------------------------------------------------------------
COLUMBIA SPORTSWEAR COMPANY Agenda Number: 935839778
--------------------------------------------------------------------------------------------------------------------------
Security: 198516106
Meeting Type: Annual
Meeting Date: 08-Jun-2023
Ticker: COLM
ISIN: US1985161066
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Timothy P. Boyle Mgmt For For
Stephen E. Babson Mgmt For For
Andy D. Bryant Mgmt For For
John W. Culver Mgmt For For
Kevin Mansell Mgmt For For
Ronald E. Nelson Mgmt For For
Christiana Smith Shi Mgmt For For
Sabrina L. Simmons Mgmt For For
Malia H. Wasson Mgmt For For
2. To ratify the selection of Deloitte & Mgmt For For
Touche LLP as our independent registered
public accounting firm for 2023.
3. To approve, by non-binding vote, executive Mgmt For For
compensation.
4. To recommend, by non-binding vote, the Mgmt 1 Year For
frequency of executive compensation votes.
--------------------------------------------------------------------------------------------------------------------------
CONMED CORPORATION Agenda Number: 935826048
--------------------------------------------------------------------------------------------------------------------------
Security: 207410101
Meeting Type: Annual
Meeting Date: 24-May-2023
Ticker: CNMD
ISIN: US2074101013
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Election of Director: David Bronson Mgmt For For
1.2 Election of Director: Brian P. Concannon Mgmt For For
1.3 Election of Director: LaVerne Council Mgmt For For
1.4 Election of Director: Charles M. Farkas Mgmt For For
1.5 Election of Director: Martha Goldberg Mgmt For For
Aronson
1.6 Election of Director: Curt R. Hartman Mgmt For For
1.7 Election of Director: Jerome J. Lande Mgmt For For
1.8 Election of Director: Barbara J. Mgmt For For
Schwarzentraub
1.9 Election of Director: Dr. John L. Workman Mgmt For For
2. Ratification of appointment of Mgmt For For
Pricewaterhouse Coopers, LLP as the
Company's Independent registered accounting
firm for the fiscal year ending December
31, 2023
3. Advisory Vote on Named Executive Officer Mgmt For For
Compensation
4. Advisory Vote on Frequency of Vote on Named Mgmt 1 Year For
Executive Compensation
5. Amend Certificate of Incorporation to Mgmt Against Against
Reflect New Delaware Law Provisions
Regarding Exculpation of Certain Officers
--------------------------------------------------------------------------------------------------------------------------
DENBURY INC. Agenda Number: 935819574
--------------------------------------------------------------------------------------------------------------------------
Security: 24790A101
Meeting Type: Annual
Meeting Date: 01-Jun-2023
Ticker: DEN
ISIN: US24790A1016
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Kevin O. Meyers Mgmt For For
1b. Election of Director: Anthony M. Abate Mgmt For For
1c. Election of Director: Caroline G. Angoorly Mgmt For For
1d. Election of Director: James N. Chapman Mgmt For For
1e. Election of Director: Christian S. Kendall Mgmt For For
1f. Election of Director: Lynn A. Peterson Mgmt For For
1g. Election of Director: Brett R. Wiggs Mgmt For For
1h. Election of Director: Cindy A. Yeilding Mgmt For For
2. To hold an advisory vote to approve named Mgmt For For
executive officer compensation.
3. To hold an advisory vote on the frequency Mgmt 1 Year For
of the stockholder vote to approve named
executive officer compensation.
4. To ratify the Audit Committee's selection Mgmt For For
of PricewaterhouseCoopers LLP as the
Company's independent registered public
accounting firm for 2023.
--------------------------------------------------------------------------------------------------------------------------
DORMAN PRODUCTS, INC. Agenda Number: 935819726
--------------------------------------------------------------------------------------------------------------------------
Security: 258278100
Meeting Type: Annual
Meeting Date: 18-May-2023
Ticker: DORM
ISIN: US2582781009
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A Election of Director: Steven L. Berman Mgmt For For
1B Election of Director: Kevin M. Olsen Mgmt For For
1C Election of Director: Lisa M. Bachmann Mgmt Against Against
1D Election of Director: John J. Gavin Mgmt Against Against
1E Election of Director: Richard T. Riley Mgmt Against Against
1F Election of Director: Kelly A. Romano Mgmt Against Against
1G Election of Director: G. Michael Stakias Mgmt Against Against
1H Election of Director: J. Darrell Thomas Mgmt Against Against
2 Advisory approval of the compensation of Mgmt For For
the Company's named executive officers.
3 Advisory vote on the frequency of the Mgmt 1 Year For
advisory vote on the Company's named
executive officer compensation.
4 Ratification of KPMG LLP as the Company's Mgmt For For
independent registered public accounting
firm for the 2023 fiscal year.
--------------------------------------------------------------------------------------------------------------------------
DRIVEN BRANDS HOLDINGS INC. Agenda Number: 935794518
--------------------------------------------------------------------------------------------------------------------------
Security: 26210V102
Meeting Type: Annual
Meeting Date: 08-May-2023
Ticker: DRVN
ISIN: US26210V1026
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Chadwick Hume Mgmt Withheld Against
Karen Stroup Mgmt Withheld Against
Peter Swinburn Mgmt Withheld Against
2. Advisory vote to approve the compensation Mgmt Against Against
of our named executive officers.
3. Ratification of the appointment of Mgmt For For
PricewaterhouseCoopers LLP as our
independent registered public accounting
firm for the fiscal year ending December
30, 2023.
--------------------------------------------------------------------------------------------------------------------------
E.L.F. BEAUTY, INC. Agenda Number: 935688498
--------------------------------------------------------------------------------------------------------------------------
Security: 26856L103
Meeting Type: Annual
Meeting Date: 25-Aug-2022
Ticker: ELF
ISIN: US26856L1035
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Tarang Amin Mgmt For For
Tiffany Daniele Mgmt For For
Lori Keith Mgmt For For
Beth Pritchard Mgmt For For
2. To approve, on an advisory basis, the Mgmt For For
compensation of the Company's named
executive officers.
3. To ratify the appointment of Deloitte & Mgmt For For
Touche LLP as the Company's independent
registered public accounting firm for the
fiscal year ending March 31, 2023
--------------------------------------------------------------------------------------------------------------------------
ENVESTNET, INC. Agenda Number: 935855695
--------------------------------------------------------------------------------------------------------------------------
Security: 29404K106
Meeting Type: Annual
Meeting Date: 15-Jun-2023
Ticker: ENV
ISIN: US29404K1060
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Luis Aguilar Mgmt For For
Gayle Crowell Mgmt For For
James Fox Mgmt For For
2. The approval, on an advisory basis, of 2022 Mgmt For For
executive compensation.
3. The approval, on an advisory basis, on the Mgmt 1 Year For
frequency of the advisory vote on executive
compensation.
4. The ratification of KPMG LLP as the Mgmt For For
independent registered public accounting
firm for the fiscal year ending December
31, 2023.
--------------------------------------------------------------------------------------------------------------------------
EVERTEC, INC. Agenda Number: 935817203
--------------------------------------------------------------------------------------------------------------------------
Security: 30040P103
Meeting Type: Annual
Meeting Date: 25-May-2023
Ticker: EVTC
ISIN: PR30040P1032
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Frank G. D'Angelo Mgmt For For
1b. Election of Director: Morgan M. Schuessler, Mgmt For For
Jr.
1c. Election of Director: Kelly Barrett Mgmt For For
1d. Election of Director: Olga Botero Mgmt For For
1e. Election of Director: Jorge A. Junquera Mgmt For For
1f. Election of Director: Ivan Pagan Mgmt For For
1g. Election of Director: Aldo J. Polak Mgmt For For
1h. Election of Director: Alan H. Schumacher Mgmt For For
1i. Election of Director: Brian J. Smith Mgmt For For
2. Advisory vote on executive compensation. Mgmt For For
3. Ratification of the appointment of Deloitte Mgmt For For
& Touche LLP as the Company's independent
registered public accounting firm.
4. Approval of Third Amended and Restated Mgmt For For
Certificate of Incorporation, which
eliminates the requirement that the Board
be fixed at nine directors, and deletes
certain obsolete provisions and references
relating to the Stockholder Agreement,
which terminated on July 1, 2022.
--------------------------------------------------------------------------------------------------------------------------
EVOLENT HEALTH, INC. Agenda Number: 935843513
--------------------------------------------------------------------------------------------------------------------------
Security: 30050B101
Meeting Type: Annual
Meeting Date: 08-Jun-2023
Ticker: EVH
ISIN: US30050B1017
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Craig Barbarosh Mgmt For For
1b. Election of Director: Seth Blackley Mgmt For For
1c. Election of Director: M. Bridget Duffy, MD Mgmt For For
1d. Election of Director: Peter Grua Mgmt For For
1e. Election of Director: Diane Holder Mgmt Against Against
1f. Election of Director: Richard Jelinek Mgmt For For
1g. Election of Director: Kim Keck Mgmt For For
1h. Election of Director: Cheryl Scott Mgmt For For
1i. Election of Director: Tunde Sotunde, MD Mgmt For For
2. Proposal to ratify the appointment of Mgmt For For
Deloitte & Touche LLP as our independent
registered public accounting firm for the
fiscal year ending December 31, 2023.
3. Proposal to approve the compensation of our Mgmt For For
named executive officers for 2022 on an
advisory basis.
4. Proposal to approve an amendment to the Mgmt For For
Amended and Restated Evolent Health, Inc.
2015 Omnibus Incentive Compensation Plan.
--------------------------------------------------------------------------------------------------------------------------
FTI CONSULTING, INC. Agenda Number: 935830934
--------------------------------------------------------------------------------------------------------------------------
Security: 302941109
Meeting Type: Annual
Meeting Date: 07-Jun-2023
Ticker: FCN
ISIN: US3029411093
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Brenda J. Bacon Mgmt For For
1b. Election of Director: Mark S. Bartlett Mgmt For For
1c. Election of Director: Elsy Boglioli Mgmt For For
1d. Election of Director: Claudio Costamagna Mgmt For For
1e. Election of Director: Nicholas C. Mgmt For For
Fanandakis
1f. Election of Director: Steven H. Gunby Mgmt For For
1g. Election of Director: Gerard E. Holthaus Mgmt For For
1h. Election of Director: Stephen C. Robinson Mgmt For For
1i. Election of Director: Laureen E. Seeger Mgmt For For
2. Ratify the appointment of KPMG LLP as FTI Mgmt For For
Consulting, Inc.'s independent registered
public accounting firm for the year ending
December 31, 2023.
3. Vote on an advisory (non-binding) Mgmt For For
resolution to approve the compensation of
the named executive officers for the year
ended December 31, 2022 as described in the
Proxy Statement.
4. Conduct advisory (non-binding) vote on Mgmt 1 Year For
frequency of advisory (non-binding) votes
on executive compensation.
--------------------------------------------------------------------------------------------------------------------------
GENTHERM INCORPORATED Agenda Number: 935793756
--------------------------------------------------------------------------------------------------------------------------
Security: 37253A103
Meeting Type: Annual
Meeting Date: 18-May-2023
Ticker: THRM
ISIN: US37253A1034
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Sophie Desormiere Mgmt Withheld Against
Phillip M. Eyler Mgmt For For
David Heinzmann Mgmt For For
Ronald Hundzinski Mgmt For For
Charles Kummeth Mgmt For For
Betsy Meter Mgmt For For
Byron Shaw II Mgmt Withheld Against
John Stacey Mgmt Withheld Against
2. Ratification of the appointment of Ernst & Mgmt For For
Young LLP as the Company's independent
registered public accounting firm for the
year ending December 31, 2023.
3. Approval (on an advisory basis) of the Mgmt For For
compensation of the Company's named
executive officers for the year ended
December 31, 2022.
4. Approval (on an advisory basis) of the Mgmt 1 Year For
frequency of an advisory vote on the
compensation of the Company's named
executive officers.
5. Approval of the Gentherm Incorporated 2023 Mgmt For For
Equity Incentive Plan.
--------------------------------------------------------------------------------------------------------------------------
GRID DYNAMICS HOLDINGS, INC. Agenda Number: 935734120
--------------------------------------------------------------------------------------------------------------------------
Security: 39813G109
Meeting Type: Annual
Meeting Date: 22-Dec-2022
Ticker: GDYN
ISIN: US39813G1094
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Eric Benhamou Mgmt Withheld Against
Weihang Wang Mgmt For For
Patrick Nicolet Mgmt For For
2. The ratification of the appointment of Mgmt For For
Grant Thornton LLP as our independent
registered public accounting firm for our
fiscal year ending December 31, 2022.
--------------------------------------------------------------------------------------------------------------------------
HALOZYME THERAPEUTICS, INC. Agenda Number: 935782121
--------------------------------------------------------------------------------------------------------------------------
Security: 40637H109
Meeting Type: Annual
Meeting Date: 05-May-2023
Ticker: HALO
ISIN: US40637H1095
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Class I Director: Bernadette Mgmt For For
Connaughton
1B. Election of Class I Director: Moni Mgmt For For
Miyashita
1C. Election of Class I Director: Matthew L. Mgmt For For
Posard
2. To approve, by a non-binding advisory vote, Mgmt For For
the compensation of the Company's named
executive officers.
3. To recommend, by non-binding vote, the Mgmt 1 Year For
frequency of executive compensation votes.
4. To ratify the selection of Ernst & Young Mgmt For For
LLP as the Company's independent registered
public accounting firm for the fiscal year
ending December 31, 2023.
--------------------------------------------------------------------------------------------------------------------------
HAMILTON LANE INCORPORATED Agenda Number: 935689767
--------------------------------------------------------------------------------------------------------------------------
Security: 407497106
Meeting Type: Annual
Meeting Date: 01-Sep-2022
Ticker: HLNE
ISIN: US4074971064
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Hartley R. Rogers Mgmt Withheld Against
Mario L. Giannini Mgmt Withheld Against
2. Advisory, non-binding vote to approve named Mgmt For For
executive officer compensation.
3. To approve Amendment No. 2 to the Hamilton Mgmt For For
Lane Incorporated 2017 Equity Incentive
Plan.
4. To ratify the appointment of Ernst & Young Mgmt For For
LLP as our independent registered public
accounting firm for our fiscal year ending
March 31, 2023.
--------------------------------------------------------------------------------------------------------------------------
HELIOS TECHNOLOGIES, INC. Agenda Number: 935836265
--------------------------------------------------------------------------------------------------------------------------
Security: 42328H109
Meeting Type: Annual
Meeting Date: 01-Jun-2023
Ticker: HLIO
ISIN: US42328H1095
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Election of Director to serve until the Mgmt For For
2026 Annual Meeting: Laura Dempsey Brown
1.2 Election of Director to serve until the Mgmt For For
2026 Annual Meeting: Cariappa Chenanda
1.3 Election of Director to serve until the Mgmt For For
2026 Annual Meeting: Alexander Schuetz
2. Proposal to ratify the appointment of Grant Mgmt For For
Thornton LLP as our independent registered
public accounting firm for the year ending
December 30, 2023.
3. Advisory vote on the frequency of future Mgmt 1 Year For
advisory votes to approve named executive
officer compensation.
4. Approval, on an advisory basis, of the Mgmt For For
compensation of our named executive
officers.
5. Approval of the 2023 Equity Incentive Plan. Mgmt For For
--------------------------------------------------------------------------------------------------------------------------
HEXCEL CORPORATION Agenda Number: 935788729
--------------------------------------------------------------------------------------------------------------------------
Security: 428291108
Meeting Type: Annual
Meeting Date: 04-May-2023
Ticker: HXL
ISIN: US4282911084
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Nick L. Stanage Mgmt For For
1b. Election of Director: Jeffrey C. Campbell Mgmt For For
1c. Election of Director: Cynthia M. Egnotovich Mgmt For For
1d. Election of Director: Thomas A. Gendron Mgmt For For
1e. Election of Director: Dr. Jeffrey A. Graves Mgmt For For
1f. Election of Director: Guy C. Hachey Mgmt For For
1g. Election of Director: Dr. Marilyn L. Minus Mgmt For For
1h. Election of Director: Catherine A. Suever Mgmt For For
2. Advisory non-binding vote to approve 2022 Mgmt For For
executive compensation.
3. Advisory non-binding vote to approve the Mgmt 1 Year For
frequency of the stockholder vote to
approve executive compensation.
4. Ratification of the appointment of Ernst & Mgmt For For
Young LLP as the independent registered
public accounting firm for 2023.
--------------------------------------------------------------------------------------------------------------------------
HOSTESS BRANDS, INC. Agenda Number: 935848626
--------------------------------------------------------------------------------------------------------------------------
Security: 44109J106
Meeting Type: Annual
Meeting Date: 06-Jun-2023
Ticker: TWNK
ISIN: US44109J1060
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Jerry D. Kaminski Mgmt For For
Andrew P. Callahan Mgmt For For
Olu Beck Mgmt Withheld Against
Laurence Bodner Mgmt For For
Gretchen R. Crist Mgmt For For
Rachel P. Cullen Mgmt For For
Hugh G. Dineen Mgmt For For
Ioannis Skoufalos Mgmt For For
Craig D. Steeneck Mgmt For For
2. 2022 compensation paid to named executive Mgmt For For
officers (advisory).
3. Ratification of KPMG LLP as independent Mgmt For For
registered public accounting firm.
--------------------------------------------------------------------------------------------------------------------------
HUB GROUP, INC. Agenda Number: 935811112
--------------------------------------------------------------------------------------------------------------------------
Security: 443320106
Meeting Type: Annual
Meeting Date: 25-May-2023
Ticker: HUBG
ISIN: US4433201062
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
David P. Yeager Mgmt For For
Phillip D. Yeager Mgmt For For
Peter B. McNitt Mgmt Withheld Against
Mary H. Boosalis Mgmt Withheld Against
Lisa Dykstra Mgmt Withheld Against
Michael E. Flannery Mgmt Withheld Against
James C. Kenny Mgmt Withheld Against
Jenell R. Ross Mgmt Withheld Against
Martin P. Slark Mgmt Withheld Against
Gary Yablon Mgmt Withheld Against
2. Advisory vote to approve executive Mgmt For For
compensation.
3. Advisory vote on the frequency of the Mgmt 1 Year For
advisory vote on executive compensation.
4. Ratification of the appointment of Ernst & Mgmt For For
Young LLP as Hub Group's independent
registered accounting firm for fiscal year
2023.
5. Approval of amendment to Hub Group, Inc. Mgmt Against Against
amended and restated certificate of
incorporation.
--------------------------------------------------------------------------------------------------------------------------
HURON CONSULTING GROUP INC. Agenda Number: 935801236
--------------------------------------------------------------------------------------------------------------------------
Security: 447462102
Meeting Type: Annual
Meeting Date: 15-May-2023
Ticker: HURN
ISIN: US4474621020
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
James H. Roth Mgmt For For
C. Mark Hussey Mgmt For For
H. Eugene Lockhart Mgmt For For
Joy T. Brown Mgmt For For
2. To approve an amendment to the Company's Mgmt For For
Third Amended and Restated Certificate of
Incorporation.
3. To approve an amendment to the Company's Mgmt For For
Amended and Restated 2012 Omnibus Incentive
Plan.
4. An advisory vote to approve the Company's Mgmt For For
Executive Compensation.
5. An advisory vote on the Frequency of the Mgmt 1 Year For
Advisory Stockholder Vote to Approve the
Company's Executive Compensation.
6. To ratify the appointment of Mgmt For For
PricewaterhouseCoopers LLP as the Company's
independent registered public accounting
firm for the fiscal year ending December
31, 2023.
--------------------------------------------------------------------------------------------------------------------------
ICF INTERNATIONAL, INC. Agenda Number: 935831784
--------------------------------------------------------------------------------------------------------------------------
Security: 44925C103
Meeting Type: Annual
Meeting Date: 01-Jun-2023
Ticker: ICFI
ISIN: US44925C1036
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Ms. Marilyn Crouther Mgmt For For
1b. Election of Director: Mr. Michael J. Van Mgmt For For
Handel
1c. Election of Director: Dr. Michelle A. Mgmt For For
Williams
2. AMEND AND RESTATE THE ICF 2018 OMNIBUS Mgmt For For
INCENTIVE PLAN. Stockholders are being
asked to vote in favor of an amendment and
restatement of the 2018 Incentive Plan to
increase the number of shares under the
2018 Incentive Plan, and to incorporate new
compensation recovery provisions in
consideration of Exchange Act Rule 10D-1
and certain other immaterial amendments to
improve and modernize this plan.
3. ADVISORY VOTE REGARDING ICF INTERNATIONAL'S Mgmt For For
OVERALL PAY-FOR- PERFORMANCE NAMED
EXECUTIVE OFFICER COMPENSATION PROGRAM.
Approve by non-binding, advisory vote, the
Company's overall pay-for-performance
executive compensation program, as
described in the Compensation Discussion
and Analysis, the compensation tables and
the related narratives and other materials
in the Proxy Statement.
4. ADVISORY VOTE REGARDING ICF'S FREQUENCY OF Mgmt 1 Year For
SAY ON PAY VOTING. Approve by non-binding,
advisory vote on how frequently the
Company's stockholders are given an
opportunity to cast a "Say on Pay" vote at
future annual stockholder meetings (or any
special stockholder meeting for which ICF
must include executive compensation
information in the proxy statement for that
meeting).
5. AMEND THE ICF INTERNATIONAL AMENDED AND Mgmt Against Against
RESTATED CERTIFICATE OF INCORPORATION TO
LIMIT THE LIABILITY OF CERTAIN OFFICERS OF
ICF. Stockholders are being asked to vote
in favor of an amendment to the Certificate
of Incorporation of the Company to provide
exculpation from liability for officers of
the Company from certain monetary claims of
breach of the fiduciary duty of care,
similar to protections currently available
to directors of the Company.
6. RATIFICATION OF INDEPENDENT REGISTERED Mgmt For For
PUBLIC ACCOUNTING FIRM. Ratify the
selection of Grant Thornton as the
Company's independent registered public
accounting firm for the fiscal year ending
December 31, 2023.
--------------------------------------------------------------------------------------------------------------------------
INHIBRX, INC. Agenda Number: 935821694
--------------------------------------------------------------------------------------------------------------------------
Security: 45720L107
Meeting Type: Annual
Meeting Date: 25-May-2023
Ticker: INBX
ISIN: US45720L1070
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Election of Class III Director to serve Mgmt For For
until 2026 Annual Meeting of Stockholders:
Mark P. Lappe
2. To ratify the appointment of BDO USA, LLP Mgmt For For
as our independent registered public
accounting firm for the fiscal year ending
December 31, 2023.
3. To approve, on an advisory basis, the Mgmt For For
compensation of our named executive
officers.
--------------------------------------------------------------------------------------------------------------------------
INSMED INCORPORATED Agenda Number: 935797514
--------------------------------------------------------------------------------------------------------------------------
Security: 457669307
Meeting Type: Annual
Meeting Date: 11-May-2023
Ticker: INSM
ISIN: US4576693075
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Elizabeth M. Anderson Mgmt For For
Clarissa Desjardins PhD Mgmt For For
David W. J. McGirr Mgmt For For
2. An advisory vote on the 2022 compensation Mgmt For For
of our named executive officers.
3. An advisory vote on the frequency of future Mgmt 1 Year For
shareholder advisory votes on compensation
of our named executive officers.
4. Ratification of the appointment of Ernst & Mgmt For For
Young LLP as our independent registered
public accounting firm for the year ending
December 31, 2023.
5. Approval of the Insmed Incorporated Amended Mgmt For For
and Restated 2019 Incentive Plan.
--------------------------------------------------------------------------------------------------------------------------
INSPIRE MEDICAL SYSTEMS, INC. Agenda Number: 935779023
--------------------------------------------------------------------------------------------------------------------------
Security: 457730109
Meeting Type: Annual
Meeting Date: 27-Apr-2023
Ticker: INSP
ISIN: US4577301090
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Cynthia B. Burks Mgmt For For
Gary L. Ellis Mgmt For For
G.G. Melenikiotou Mgmt For For
Dana G. Mead Mgmt For For
2. Ratification of the appointment of Ernst & Mgmt For For
Young LLP as the Company's independent
registered public accounting firm for 2023.
3. Approval, on an advisory (non-binding) Mgmt For For
basis, of the compensation of the Company's
named executive officers.
--------------------------------------------------------------------------------------------------------------------------
INSTALLED BUILDING PRODUCTS, INC. Agenda Number: 935815968
--------------------------------------------------------------------------------------------------------------------------
Security: 45780R101
Meeting Type: Annual
Meeting Date: 25-May-2023
Ticker: IBP
ISIN: US45780R1014
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Election of Director to serve for Mgmt Against Against
three-year term: Michael T. Miller
1.2 Election of Director to serve for Mgmt For For
three-year term: Marchelle E. Moore
1.3 Election of Director to serve for Mgmt For For
three-year term: Robert H. Schottenstein
2. Ratification of the appointment of Deloitte Mgmt For For
& Touche LLP as our independent registered
public accounting firm for the fiscal year
ending December 31, 2023.
3. Approval, on an advisory basis, of the Mgmt For For
compensation of our named executive
officers.
4. Vote, on an advisory basis, on the Mgmt 1 Year For
frequency of the advisory vote on the
compensation of our named executive
officers.
5. Approval of our 2023 Omnibus Incentive Mgmt For For
Plan.
--------------------------------------------------------------------------------------------------------------------------
INTER PARFUMS, INC. Agenda Number: 935695758
--------------------------------------------------------------------------------------------------------------------------
Security: 458334109
Meeting Type: Annual
Meeting Date: 09-Sep-2022
Ticker: IPAR
ISIN: US4583341098
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Jean Madar Mgmt Withheld Against
Philippe Benacin Mgmt Withheld Against
Philippe Santi Mgmt Withheld Against
Francois Heilbronn Mgmt Withheld Against
Robert Bensoussan Mgmt For For
Patrick Choel Mgmt Withheld Against
Michel Dyens Mgmt For For
Veronique Gabai-Pinsky Mgmt Withheld Against
Gilbert Harrison Mgmt For For
Michel Atwood Mgmt Withheld Against
2. To vote for the advisory resolution to Mgmt For For
approve executive compensation
3. To approve the adoption of an amendment to Mgmt For For
our 2016 Option Plan to delete the
provision of automatic grants of stock
options on February 1 of each year to
independent directors effective as of this
past February 1, 2022, which has already
been approved by the entire Board of
Directors, and to eliminate the automatic
grant of stock options for new independent
directors.
--------------------------------------------------------------------------------------------------------------------------
ITRON, INC. Agenda Number: 935780470
--------------------------------------------------------------------------------------------------------------------------
Security: 465741106
Meeting Type: Annual
Meeting Date: 11-May-2023
Ticker: ITRI
ISIN: US4657411066
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Mary C. Hemmingsen Mgmt For For
1b. Election of Director: Jerome J. Lande Mgmt For For
1c. Election of Director: Frank M. Jaehnert Mgmt For For
2. Proposal to approve the advisory Mgmt For For
(non-binding) resolution relating to
executive compensation.
3. Proposal to approve, on an advisory Mgmt 1 Year For
(non-binding) basis, the frequency of the
advisory vote on executive compensation.
4. Proposal to approve the amendment of the Mgmt For For
Itron, Inc. 2012 Employee Stock Purchase
Plan.
5. Ratification of the appointment of Deloitte Mgmt For For
& Touche LLP as the Company's independent
registered public accountant for 2023.
--------------------------------------------------------------------------------------------------------------------------
KBR, INC. Agenda Number: 935803658
--------------------------------------------------------------------------------------------------------------------------
Security: 48242W106
Meeting Type: Annual
Meeting Date: 17-May-2023
Ticker: KBR
ISIN: US48242W1062
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Mark E. Baldwin Mgmt For For
1b. Election of Director: Stuart J. B. Bradie Mgmt For For
1c. Election of Director: Lynn A. Dugle Mgmt For For
1d. Election of Director: General Lester L. Mgmt For For
Lyles, USAF (Ret.)
1e. Election of Director: Sir John A. Manzoni Mgmt For For
KCB
1f. Election of Director: Lt. General Wendy M. Mgmt For For
Masiello, USAF (Ret.)
1g. Election of Director: Jack B. Moore Mgmt For For
1h. Election of Director: Ann D. Pickard Mgmt For For
1i. Election of Director: Carlos A. Sabater Mgmt For For
1j. Election of Director: Lt. General Vincent Mgmt
R. Stewart, USMC (Ret.)
2. Advisory vote to approve KBR's named Mgmt For For
executive officer compensation.
3. Advisory vote on the frequency of advisory Mgmt 1 Year For
votes on KBR's named executive officer
compensation.
4. Ratify the appointment of KPMG LLP as the Mgmt For For
independent registered public accounting
firm to audit the consolidated financial
statements for KBR, Inc. as of and for the
year ending December 29, 2023.
--------------------------------------------------------------------------------------------------------------------------
KINSALE CAPITAL GROUP, INC. Agenda Number: 935821113
--------------------------------------------------------------------------------------------------------------------------
Security: 49714P108
Meeting Type: Annual
Meeting Date: 25-May-2023
Ticker: KNSL
ISIN: US49714P1084
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Michael P. Kehoe Mgmt For For
1b. Election of Director: Steven J. Bensinger Mgmt For For
1c. Election of Director: Teresa P. Chia Mgmt For For
1d. Election of Director: Robert V. Hatcher, Mgmt For For
III
1e. Election of Director: Anne C. Kronenberg Mgmt For For
1f. Election of Director: Robert Lippincott, Mgmt For For
III
1g. Election of Director: James J. Ritchie Mgmt For For
1h. Election of Director: Frederick L. Russell, Mgmt For For
Jr.
1i. Election of Director: Gregory M. Share Mgmt For For
2. Advisory vote to approve executive Mgmt For For
compensation.
3. Ratification of the appointment of KPMG LLP Mgmt For For
as Independent Registered Public Accounting
Firm for fiscal year 2023.
--------------------------------------------------------------------------------------------------------------------------
LAKELAND FINANCIAL CORPORATION Agenda Number: 935770087
--------------------------------------------------------------------------------------------------------------------------
Security: 511656100
Meeting Type: Annual
Meeting Date: 11-Apr-2023
Ticker: LKFN
ISIN: US5116561003
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: A. Faraz Abbasi Mgmt Withheld Against
1b. Election of Director: Blake W. Augsburger Mgmt Withheld Against
1c. Election of Director: Robert E. Bartels, Mgmt Withheld Against
Jr.
1d. Election of Director: Darrianne P. Mgmt Withheld Against
Christian
1e. Election of Director: David M. Findlay Mgmt For For
1f. Election of Director: Michael L. Kubacki Mgmt For For
1g. Election of Director: Emily E. Pichon Mgmt Withheld Against
1h. Election of Director: Steven D. Ross Mgmt For For
1i. Election of Director: Brian J. Smith Mgmt For For
1j. Election of Director: Bradley J. Toothaker Mgmt Withheld Against
1k. Election of Director: M. Scott Welch Mgmt Withheld Against
2. APPROVAL, by non-binding vote, of the Mgmt Against Against
Company's compensation of certain executive
officers.
3. Advisory vote on the frequency of advisory Mgmt 1 Year For
votes on the Company's compensation of
certain executive officers.
4. RATIFY THE APPOINTMENT OF CROWE LLP as the Mgmt For For
Company's independent registered public
accounting firm for the year ending
December 31, 2023.
--------------------------------------------------------------------------------------------------------------------------
LIFE TIME GROUP HOLDINGS, INC. Agenda Number: 935781066
--------------------------------------------------------------------------------------------------------------------------
Security: 53190C102
Meeting Type: Annual
Meeting Date: 26-Apr-2023
Ticker: LTH
ISIN: US53190C1027
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Joel Alsfine Mgmt Withheld Against
Jonathan Coslet Mgmt Withheld Against
J. Kristofer Galashan Mgmt Withheld Against
Stuart Lasher Mgmt Withheld Against
2. To approve, by a non-binding vote, the Mgmt For For
named executive officer compensation as
disclosed in the proxy statement.
3. To ratify the appointment of Deloitte & Mgmt For For
Touche LLP as our independent registered
public accounting firm.
--------------------------------------------------------------------------------------------------------------------------
LIVANOVA PLC Agenda Number: 935853235
--------------------------------------------------------------------------------------------------------------------------
Security: G5509L101
Meeting Type: Annual
Meeting Date: 12-Jun-2023
Ticker: LIVN
ISIN: GB00BYMT0J19
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Francesco Bianchi Mgmt For For
1b. Election of Director: Stacy Enxing Seng Mgmt For For
1c. Election of Director: William Kozy Mgmt For For
1d. Election of Director: Daniel Moore Mgmt For For
1e. Election of Director: Dr. Sharon O'Kane Mgmt For For
1f. Election of Director: Andrea Saia Mgmt For For
1g. Election of Director: Todd Schermerhorn Mgmt For For
1h. Election of Director: Brooke Story Mgmt For For
1i. Election of Director: Peter Wilver Mgmt For For
2. Ordinary Resolution: To approve, on an Mgmt For For
advisory basis, the Company's compensation
of its named executive officers ("US
Say-on-Pay").
3. Ordinary Resolution: To ratify the Mgmt For For
appointment of PricewaterhouseCoopers LLP,
a Delaware limited liability partnership
("PwC-US"), as the Company's independent
registered public accounting firm for 2023.
4. Ordinary Resolution: To approve the Amended Mgmt For For
and Restated LivaNova PLC 2022 Incentive
Award Plan.
5. Ordinary Resolution: To generally and Mgmt For For
unconditionally authorize the directors,
for the purposes of section 551 of the
Companies Act 2006 (the "Companies Act") to
exercise all powers of the Company to allot
shares in the Company and to grant rights
to subscribe for, or to convert any
security into, shares in the Company up to
an aggregate nominal amount of 10,770,848,
provided that: (A) (unless previously
revoked, varied or renewed by the Company)
this authority will expire at the end
...(due to space limits, see proxy material
for full proposal).
6. Special Resolution: Subject to the passing Mgmt For For
of resolution 5 and in accordance with
sections 570 and 573 of the Companies Act,
to empower the directors generally to allot
equity securities (as defined in section
560 of the Companies Act) for cash pursuant
to the authority conferred by resolution 5,
and/or to sell Ordinary Shares (as defined
in section 560 of the Companies Act) held
by the Company as treasury shares for cash,
in each case as if section 561 of the
Companies Act (existing shareholders'
...(due to space limits, see proxy material
for full proposal).
7. Ordinary Resolution: To approve, on an Mgmt For For
advisory basis, the United Kingdom ("UK")
directors' remuneration report in the form
set out in the Company's UK annual report
(the "UK Annual Report") for the period
ended December 31, 2022.
8. Ordinary Resolution: To receive and adopt Mgmt For For
the Company's audited UK statutory accounts
for the year ended December 31, 2022,
together with the reports of the directors
and auditors thereon.
9. Ordinary Resolution: To re-appoint Mgmt For For
PricewaterhouseCoopers LLP, a limited
liability partnership organized under the
laws of England ("PwC-UK"), as the
Company's UK statutory auditor for 2023.
10. Ordinary Resolution: To authorize the Mgmt For For
directors and/or the Audit and Compliance
Committee to determine the remuneration of
the Company's UK statutory auditor.
--------------------------------------------------------------------------------------------------------------------------
MACOM TECHNOLOGY SOLUTIONS HOLDINGS, INC Agenda Number: 935757469
--------------------------------------------------------------------------------------------------------------------------
Security: 55405Y100
Meeting Type: Annual
Meeting Date: 02-Mar-2023
Ticker: MTSI
ISIN: US55405Y1001
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Charles Bland Mgmt Withheld Against
Stephen Daly Mgmt Withheld Against
Susan Ocampo Mgmt Withheld Against
2. Advisory vote to approve the compensation Mgmt For For
paid to the Company's named executive
officers.
3. Ratification of the appointment of Deloitte Mgmt For For
& Touche LLP as the Company's independent
registered public accounting firm for the
fiscal year ending September 29, 2023.
4. Approve an amendment to the Company's Fifth Mgmt Against Against
Amended and Restated Certificate of
Incorporation to reflect Delaware law
provisions allowing officer exculpation.
--------------------------------------------------------------------------------------------------------------------------
MAGNOLIA OIL & GAS CORPORATION Agenda Number: 935783553
--------------------------------------------------------------------------------------------------------------------------
Security: 559663109
Meeting Type: Annual
Meeting Date: 03-May-2023
Ticker: MGY
ISIN: US5596631094
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Christopher G. Mgmt For For
Stavros
1b. Election of Director: Arcilia C. Acosta Mgmt Withheld Against
1c. Election of Director: Angela M. Busch Mgmt Withheld Against
1d. Election of Director: Edward P. Djerejian Mgmt Withheld Against
1e. Election of Director: James R. Larson Mgmt Withheld Against
1f. Election of Director: Dan F. Smith Mgmt For For
1g. Election of Director: John B. Walker Mgmt For For
2. Approval of the advisory, non-binding Mgmt For For
resolution regarding the compensation of
our named executive officers for 2022
("say-on-pay vote")
3. Ratification of appointment of KPMG LLP as Mgmt For For
our independent registered public
accounting firm for the 2023 fiscal year
--------------------------------------------------------------------------------------------------------------------------
MALIBU BOATS, INC. Agenda Number: 935717453
--------------------------------------------------------------------------------------------------------------------------
Security: 56117J100
Meeting Type: Annual
Meeting Date: 03-Nov-2022
Ticker: MBUU
ISIN: US56117J1007
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Michael K. Hooks Mgmt Withheld Against
Jack D. Springer Mgmt For For
John E. Stokely Mgmt Withheld Against
2. Ratification of the appointment of KPMG LLP Mgmt For For
as the Company's independent registered
public accounting firm for the fiscal year
ending June 30, 2023.
3. Approval, on a non-binding advisory basis, Mgmt For For
of the compensation of the Company's named
executive officers.
--------------------------------------------------------------------------------------------------------------------------
MARTEN TRANSPORT, LTD. Agenda Number: 935785595
--------------------------------------------------------------------------------------------------------------------------
Security: 573075108
Meeting Type: Annual
Meeting Date: 02-May-2023
Ticker: MRTN
ISIN: US5730751089
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Election of Director: Randolph L. Marten Mgmt For For
1.2 Election of Director: Larry B. Hagness Mgmt Withheld Against
1.3 Election of Director: Thomas J. Winkel Mgmt For For
1.4 Election of Director: Jerry M. Bauer Mgmt Withheld Against
1.5 Election of Director: Robert L. Demorest Mgmt Withheld Against
1.6 Election of Director: Ronald R. Booth Mgmt Withheld Against
1.7 Election of Director: Kathleen P. Iverson Mgmt For For
1.8 Election of Director: Patricia L. Jones Mgmt Withheld Against
2. Advisory resolution to approve executive Mgmt For For
compensation.
3. Advisory vote on the frequency of holding Mgmt 1 Year For
an advisory vote on executive compensation.
4. Proposal to confirm the selection of Grant Mgmt For For
Thornton LLP as independent public
accountants of the company for the fiscal
year ending December 31, 2023.
--------------------------------------------------------------------------------------------------------------------------
MAXLINEAR, INC. Agenda Number: 935827913
--------------------------------------------------------------------------------------------------------------------------
Security: 57776J100
Meeting Type: Annual
Meeting Date: 10-May-2023
Ticker: MXL
ISIN: US57776J1007
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Election of Class II Director to serve Mgmt Against Against
until the 2026 annual meeting: Albert J.
Moyer
1.2 Election of Class II Director to serve Mgmt Against Against
until the 2026 annual meeting: Theodore L.
Tewksbury, Ph.D.
1.3 Election of Class II Director to serve Mgmt For For
until the 2026 annual meeting: Carolyn D.
Beaver
2. To approve, on an advisory basis, the Mgmt For For
compensation of our named executive
officers for the year ended December 31,
2022, as set forth in the proxy statement.
3. To approve, on an advisory basis, the Mgmt 1 Year For
frequency of future stockholder votes on
named executive officer compensation.
4. To ratify the appointment of Grant Thornton Mgmt For For
LLP as the Company's independent registered
public accounting firm for the fiscal year
ending December 31, 2023.
5. To approve an amendment to our amended and Mgmt Against Against
restated certificate of incorporation to
reflect Delaware law provisions regarding
officer exculpation.
--------------------------------------------------------------------------------------------------------------------------
MCGRATH RENTCORP Agenda Number: 935860583
--------------------------------------------------------------------------------------------------------------------------
Security: 580589109
Meeting Type: Annual
Meeting Date: 07-Jun-2023
Ticker: MGRC
ISIN: US5805891091
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Election of Director to serve until the Mgmt For For
2024 Annual Meeting: Nicolas C. Anderson
1.2 Election of Director to serve until the Mgmt For For
2024 Annual Meeting: Kimberly A. Box
1.3 Election of Director to serve until the Mgmt For For
2024 Annual Meeting: Smita Conjeevram
1.4 Election of Director to serve until the Mgmt For For
2024 Annual Meeting: William J. Dawson
1.5 Election of Director to serve until the Mgmt For For
2024 Annual Meeting: Elizabeth A. Fetter
1.6 Election of Director to serve until the Mgmt For For
2024 Annual Meeting: Joseph F. Hanna
1.7 Election of Director to serve until the Mgmt For For
2024 Annual Meeting: Bradley M. Shuster
2. To ratify the appointment of Grant Thornton Mgmt For For
LLP as the independent auditors for the
Company for the year ending December 31,
2023.
3. To approve, in a non-binding advisory vote, Mgmt For For
the compensation of the Company's named
executive officers.
4. To recommend, in a non-binding vote, the Mgmt 1 Year For
frequency of future non-binding votes to
approve the compensation of the Company's
named executive officers.
--------------------------------------------------------------------------------------------------------------------------
MEDPACE HOLDINGS, INC. Agenda Number: 935806680
--------------------------------------------------------------------------------------------------------------------------
Security: 58506Q109
Meeting Type: Annual
Meeting Date: 19-May-2023
Ticker: MEDP
ISIN: US58506Q1094
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Brian T. Carley Mgmt Withheld Against
F. H. Gwadry-Sridhar Mgmt Withheld Against
Robert O. Kraft Mgmt Withheld Against
2. To ratify the appointment of Deloitte & Mgmt For For
Touche LLP as our independent registered
public accounting firm for the fiscal year
ending December 31, 2023.
3. To approve, on an advisory basis, the Mgmt For For
compensation of our named executive
officers as disclosed in the proxy
statement for the 2023 Annual Meeting.
--------------------------------------------------------------------------------------------------------------------------
MERIT MEDICAL SYSTEMS, INC. Agenda Number: 935806200
--------------------------------------------------------------------------------------------------------------------------
Security: 589889104
Meeting Type: Annual
Meeting Date: 18-May-2023
Ticker: MMSI
ISIN: US5898891040
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director for a three year term: Mgmt For For
Lonny J. Carpenter
1b. Election of Director for a three year term: Mgmt For For
David K. Floyd
1c. Election of Director for a three year term: Mgmt For For
Lynne N. Ward
2. Approval of a non-binding, advisory Mgmt For For
resolution approving the compensation of
the Company's named executive officers as
described in the Merit Medical Systems,
Inc. Proxy Statement.
3. Approval of a non-binding advisory Mgmt 1 Year For
resolution to determine whether, during the
next six years, the Company's shareholders
will be asked to approve the compensation
of the Company's named executive officers
every one, two or three years.
4. Ratification of the Audit Committee's Mgmt For For
appointment of Deloitte & Touche LLP to
serve as the independent registered public
accounting firm of the Company for the year
ending December 31, 2023.
--------------------------------------------------------------------------------------------------------------------------
MODEL N, INC. Agenda Number: 935753500
--------------------------------------------------------------------------------------------------------------------------
Security: 607525102
Meeting Type: Annual
Meeting Date: 16-Feb-2023
Ticker: MODN
ISIN: US6075251024
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Tim Adams Mgmt For For
Manisha Shetty Gulati Mgmt For For
Scott Reese Mgmt For For
2. To approve the amendment and restatement of Mgmt Against Against
the Company's 2021 Equity Incentive Plan.
3. Ratification of the appointment of Mgmt For For
PricewaterhouseCoopers LLP as the
independent registered public accounting
firm for the fiscal year ending September
30, 2023.
4. To approve a non-binding advisory vote on Mgmt For For
the compensation of our named executive
officers as disclosed in the proxy
statement.
--------------------------------------------------------------------------------------------------------------------------
MODIVCARE INC Agenda Number: 935850277
--------------------------------------------------------------------------------------------------------------------------
Security: 60783X104
Meeting Type: Annual
Meeting Date: 13-Jun-2023
Ticker: MODV
ISIN: US60783X1046
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To approve an amendment to the Company's Mgmt For For
Second Amended and Restated Certificate of
Incorporation, as amended, to provide for
the annual election of directors and
eliminate the classified structure of the
Board of Directors.
2a. Election of Director: David A. Coulter (If Mgmt Against Against
stockholders approve Proposal 1, each
director nominee, if elected, will hold
office for a one-year term expiring at the
2024 Annual Meeting. If stockholders do not
approve Proposal 1, each director nominee,
if elected, will hold office as a Class 2
director for a three-year term expiring at
the 2026 Annual Meeting).
2b. Election of Director: Leslie V. Norwalk (If Mgmt Against Against
stockholders approve Proposal 1, each
director nominee, if elected, will hold
office for a one-year term expiring at the
2024 Annual Meeting. If stockholders do not
approve Proposal 1, each director nominee,
if elected, will hold office as a Class 2
director for a three- year term expiring at
the 2026 Annual Meeting).
2c. Election of Director: Rahul Samant (If Mgmt For For
stockholders approve Proposal 1, each
director nominee, if elected, will hold
office for a one-year term expiring at the
2024 Annual Meeting. If stockholders do not
approve Proposal 1, each director nominee,
if elected, will hold office as a Class 2
director for a three-year term expiring at
the 2026 Annual Meeting).
2d. Election of Director: L. Heath Sampson (If Mgmt For For
stockholders approve Proposal 1, each
director nominee, if elected, will hold
office for a one-year term expiring at the
2024 Annual Meeting. If stockholders do not
approve Proposal 1, each director nominee,
if elected, will hold office as a Class 2
director for a three-year term expiring at
the 2026 Annual Meeting).
3. A non-binding advisory vote to approve Mgmt For For
named executive officer compensation.
4. A non-binding advisory vote on the Mgmt 1 Year For
frequency of future stockholder advisory
votes on named executive officer
compensation.
5. To ratify the appointment of KPMG LLP as Mgmt For For
the independent registered public
accounting firm of the Company to serve for
the 2023 fiscal year.
--------------------------------------------------------------------------------------------------------------------------
NOBLE CORPORATION PLC Agenda Number: 935786650
--------------------------------------------------------------------------------------------------------------------------
Security: G65431127
Meeting Type: Annual
Meeting Date: 02-May-2023
Ticker: NE
ISIN: GB00BMXNWH07
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Re-election of a Director of the Company Mgmt For For
for a one-year term expire at the annual
general meeting in 2024: Robert W. Eifler
2. Re-election of a Director of the Company Mgmt For For
for a one-year term expire at the annual
general meeting in 2024: Claus V.
Hemmingsen
3. Re-election of a Director of the Company Mgmt For For
for a one-year term expire at the annual
general meeting in 2024: Alan J. Hirshberg
4. Re-election of a Director of the Company Mgmt For For
for a one-year term expire at the annual
general meeting in 2024: Kristin H. Holth
5. Re-election of a Director of the Company Mgmt For For
for a one-year term expire at the annual
general meeting in 2024: Alastair Maxwell
6. Re-election of a Director of the Company Mgmt For For
for a one-year term expire at the annual
general meeting in 2024: Ann D. Pickard
7. Re-election of a Director of the Company Mgmt For For
for a one-year term expire at the annual
general meeting in 2024: Charles M. Sledge
8. Ratification of Appointment of Mgmt For For
PricewaterhouseCoopers LLP (US) as
Independent Registered Public Accounting
Firm for Fiscal Year 2023.
9. Re-appointment of PricewaterhouseCoopers Mgmt For For
LLP (UK) as UK Statutory Auditor.
10. Authorization of Audit Committee to Mgmt For For
Determine UK Statutory Auditors'
Compensation.
11. An Advisory Vote on the Company's Executive Mgmt For For
Compensation as disclosed in the Company's
proxy statement.
12. An Advisory Vote on the Company's Mgmt For For
Directors' Compensation Report for the year
ended December 31, 2022.
13. Approval of the Company's Directors' Mgmt For For
Compensation Policy for the year ended
December 31, 2022.
14. An Advisory Vote on the frequency of the Mgmt 1 Year For
Advisory Vote on the Company's Executive
Compensation.
--------------------------------------------------------------------------------------------------------------------------
NOVANTA INC. Agenda Number: 935830136
--------------------------------------------------------------------------------------------------------------------------
Security: 67000B104
Meeting Type: Annual
Meeting Date: 10-May-2023
Ticker: NOVT
ISIN: CA67000B1040
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A ELECTION OF DIRECTORS: Election of Mgmt For For
Director: Lonny J. Carpenter
1B Election of Director: Matthijs Glastra Mgmt For For
1C Election of Director: Barbara B. Hulit Mgmt For For
1D Election of Director: Maxine L. Mauricio Mgmt For For
1E Election of Director: Katherine A. Owen Mgmt For For
1F Election of Director: Thomas N. Secor Mgmt For For
1G Election of Director: Darlene J.S. Solomon Mgmt For For
1H Election of Director: Frank A. Wilson Mgmt For For
2 Approval, on an advisory (non-binding) Mgmt For For
basis, of the Company's executive
compensation.
3 To appoint PricewaterhouseCoopers LLP as Mgmt For For
the Company's independent registered public
accounting firm to serve until the 2024
Annual Meeting of Shareholders.
--------------------------------------------------------------------------------------------------------------------------
NUVASIVE, INC. Agenda Number: 935811352
--------------------------------------------------------------------------------------------------------------------------
Security: 670704105
Meeting Type: Special
Meeting Date: 27-Apr-2023
Ticker: NUVA
ISIN: US6707041058
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To adopt the Agreement and Plan of Merger, Mgmt For For
dated February 8, 2023 (which agreement is
referred to as the "Merger Agreement"), by
and among Globus Medical, Inc., Zebra
Merger Sub, Inc., and NuVasive, Inc.
("NuVasive"), as it may be amended from
time to time (which proposal is referred to
as the "NuVasive Merger Proposal").
2. To approve, on a non-binding advisory Mgmt For For
basis, the compensation that may be paid or
become payable to NuVasive named executive
officers that is based on or otherwise
relates to the transactions contemplated by
the Merger Agreement.
3. To approve the adjournment of the NuVasive Mgmt For For
special meeting, if necessary or
appropriate, to solicit additional proxies
if there are insufficient votes at the time
of the NuVasive special meeting to approve
the NuVasive Merger Proposal.
--------------------------------------------------------------------------------------------------------------------------
NUVASIVE, INC. Agenda Number: 935867121
--------------------------------------------------------------------------------------------------------------------------
Security: 670704105
Meeting Type: Annual
Meeting Date: 09-Jun-2023
Ticker: NUVA
ISIN: US6707041058
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Election of Class I Director: J. Mgmt For For
Christopher Barry
1.2 Election of Class I Director: Leslie V. Mgmt Against Against
Norwalk, Esq.
1.3 Election of Class I Director: Amy Belt Mgmt Against Against
Raimundo
2. Ratification of the appointment of Ernst & Mgmt For For
Young LLP as the Company's independent
registered public accounting firm for the
fiscal year ending December 31, 2023.
3. Approval of a non-binding advisory Mgmt Against Against
resolution regarding the compensation of
the Company's named executive officers for
the fiscal year ended December 31, 2022.
4. Approval of a non-binding advisory vote on Mgmt 1 Year For
the frequency of the stockholders advisory
vote on the compensation of the Company's
named executive officers.
--------------------------------------------------------------------------------------------------------------------------
OPTION CARE HEALTH, INC. Agenda Number: 935812758
--------------------------------------------------------------------------------------------------------------------------
Security: 68404L201
Meeting Type: Annual
Meeting Date: 17-May-2023
Ticker: OPCH
ISIN: US68404L2016
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
John J. Arlotta Mgmt For For
Elizabeth Q. Betten Mgmt For For
Elizabeth D. Bierbower Mgmt For For
Natasha Deckmann Mgmt Withheld Against
David W. Golding Mgmt For For
Harry M. J. Kraemer Jr. Mgmt Withheld Against
R. Carter Pate Mgmt For For
John C. Rademacher Mgmt For For
Nitin Sahney Mgmt Withheld Against
Timothy P. Sullivan Mgmt For For
2. To ratify the appointment of KPMG LLP as Mgmt For For
our independent registered public
accounting firm for the year ending
December 31, 2023.
3. To approve, on a non-binding advisory Mgmt For For
basis, our executive compensation.
4. To conduct an advisory vote on the Mgmt 1 Year For
frequency of a stockholder vote on our
executive compensation.
--------------------------------------------------------------------------------------------------------------------------
OXFORD INDUSTRIES, INC. Agenda Number: 935856130
--------------------------------------------------------------------------------------------------------------------------
Security: 691497309
Meeting Type: Annual
Meeting Date: 13-Jun-2023
Ticker: OXM
ISIN: US6914973093
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Election of Class I Director for a Mgmt For For
three-year term expiring in 2026: Dennis M.
Love
1.2 Election of Class I Director for a Mgmt For For
three-year term expiring in 2026: Clyde C.
Tuggle
1.3 Election of Class I Director for a Mgmt Against Against
three-year term expiring in 2026: E. Jenner
Wood III
1.4 Election of Class I Director for a Mgmt Against Against
three-year term expiring in 2026: Carol B.
Yancey
2. Ratify the selection of Ernst & Young LLP Mgmt For For
to serve as the Company's independent
registered public accounting firm for
fiscal 2023.
3. Approve, by a non-binding, advisory vote, Mgmt For For
the compensation of the Company's named
executive officers.
4. Recommend, by a non-binding, advisory vote, Mgmt 1 Year For
the frequency of future advisory votes on
executive compensation.
--------------------------------------------------------------------------------------------------------------------------
PAPA JOHN'S INTERNATIONAL, INC. Agenda Number: 935797285
--------------------------------------------------------------------------------------------------------------------------
Security: 698813102
Meeting Type: Annual
Meeting Date: 25-Apr-2023
Ticker: PZZA
ISIN: US6988131024
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Christopher L. Mgmt For For
Coleman
1b. Election of Director: Laurette T. Koellner Mgmt For For
1c. Election of Director: Robert M. Lynch Mgmt For For
1d. Election of Director: Jocelyn C. Mangan Mgmt For For
1e. Election of Director: Sonya E. Medina Mgmt For For
1f. Election of Director: Shaquille R. O'Neal Mgmt For For
1g. Election of Director: Anthony M. Sanfilippo Mgmt For For
2. Ratification of the Selection of Mgmt For For
Independent Auditors: To ratify the
selection of Ernst & Young LLP as the
Company's independent auditors for the 2023
fiscal year.
3. Advisory approval of the Company's Mgmt For For
executive compensation.
4. Advisory vote on frequency of advisory Mgmt 1 Year For
approval of executive compensation.
--------------------------------------------------------------------------------------------------------------------------
PATRICK INDUSTRIES, INC. Agenda Number: 935824753
--------------------------------------------------------------------------------------------------------------------------
Security: 703343103
Meeting Type: Annual
Meeting Date: 25-May-2023
Ticker: PATK
ISIN: US7033431039
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Joseph M. Cerulli Mgmt Withheld Against
Todd M. Cleveland Mgmt For For
John A. Forbes Mgmt Withheld Against
Michael A. Kitson Mgmt Withheld Against
Pamela R. Klyn Mgmt Withheld Against
Derrick B. Mayes Mgmt Withheld Against
Andy L. Nemeth Mgmt For For
Denis G. Suggs Mgmt Withheld Against
M. Scott Welch Mgmt Withheld Against
2. To ratify the appointment of Deloitte & Mgmt For For
Touche LLP as the Company's independent
registered public accounting firm for
fiscal year 2023.
3. To approve, in an advisory and non-binding Mgmt For For
vote, the compensation of the Company's
named executive officers for fiscal year
2022.
--------------------------------------------------------------------------------------------------------------------------
PHREESIA, INC. Agenda Number: 935869478
--------------------------------------------------------------------------------------------------------------------------
Security: 71944F106
Meeting Type: Annual
Meeting Date: 28-Jun-2023
Ticker: PHR
ISIN: US71944F1066
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Chaim Indig Mgmt For For
Michael Weintraub Mgmt Withheld Against
Edward Cahill Mgmt Withheld Against
2. To ratify the appointment of KPMG LLP as Mgmt For For
our independent registered public
accounting firm for the fiscal year ending
January 31, 2024.
3. To approve, on a non-binding, advisory Mgmt For For
basis, the compensation of our named
executive officers, as disclosed in the
Proxy Statement.
4. To approve an amendment to our Seventh Mgmt Against Against
Amended and Restated Certificate of
Incorporation to limit the liability of
certain officers of the Company as
permitted pursuant to recent amendments to
Delaware General Corporation Law.
--------------------------------------------------------------------------------------------------------------------------
PJT PARTNERS INC. Agenda Number: 935814637
--------------------------------------------------------------------------------------------------------------------------
Security: 69343T107
Meeting Type: Annual
Meeting Date: 24-May-2023
Ticker: PJT
ISIN: US69343T1079
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Class II Director to serve for Mgmt Withheld Against
a three-year term expiring at the 2026
annual meeting of shareholders: Thomas M.
Ryan
1b. Election of Class II Director to serve for Mgmt For For
a three-year term expiring at the 2026
annual meeting of shareholders: K. Don
Cornwell
2. To approve, on an advisory basis, the Mgmt For For
compensation of our Named Executive
Officers (Proposal 2).
3. To approve the Second Amended and Restated Mgmt Against Against
PJT Partners Inc. 2015 Omnibus Incentive
Plan (Proposal 3).
4. To approve an amendment to the Amended and Mgmt Against Against
Restated Certificate of Incorporation to
reflect new Delaware law provisions
regarding officer exculpation (Proposal 4).
5. To ratify the appointment of Deloitte & Mgmt For For
Touche LLP as our independent registered
public accounting firm for 2023 (Proposal
5).
--------------------------------------------------------------------------------------------------------------------------
PRIMO WATER CORPORATION Agenda Number: 935809131
--------------------------------------------------------------------------------------------------------------------------
Security: 74167P108
Meeting Type: Annual
Meeting Date: 24-Apr-2023
Ticker: PRMW
ISIN: CA74167P1080
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. PRIMO NOMINEE: Britta Bomhard Mgmt No vote
1b. PRIMO NOMINEE: Susan E. Cates Mgmt No vote
1c. PRIMO NOMINEE: Eric J. Foss Mgmt No vote
1d. PRIMO NOMINEE: Jerry Fowden Mgmt No vote
1e. PRIMO NOMINEE: Thomas J. Harrington Mgmt No vote
1f. PRIMO NOMINEE: Gregory Monahan Mgmt No vote
1g. PRIMO NOMINEE: Billy D. Prim Mgmt No vote
1h. PRIMO NOMINEE: Eric Rosenfeld Mgmt No vote
1i. PRIMO NOMINEE: Archana Singh Mgmt No vote
1j. PRIMO NOMINEE: Steven P. Stanbrook Mgmt No vote
1k. Legion Nominees OPPOSED by Primo: Timothy Mgmt No vote
P. Hasara
1l. Legion Nominees OPPOSED by Primo: Derek Mgmt No vote
Lewis
2. APPOINTMENT OF INDEPENDENT REGISTERED Mgmt No vote
CERTIFIED PUBLIC ACCOUNTING FIRM.
APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP
AS THE INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM.
3. NON-BINDING ADVISORY VOTE ON EXECUTIVE Mgmt No vote
COMPENSATION. APPROVAL, ON A NON-BINDING
ADVISORY BASIS, OF THE COMPENSATION OF
PRIMO WATER CORPORATION'S NAMED EXECUTIVE
OFFICERS.
4. NON-BINDING ADVISORY VOTE ON THE FREQUENCY Mgmt No vote
OF AN ADVISORY VOTE ON EXECUTIVE
COMPENSATION. APPROVAL, ON A NON-BINDING
ADVISORY BASIS, OF THE FREQUENCY OF AN
ADVISORY VOTE ON THE COMPENSATION OF PRIMO
WATER CORPORATION'S NAMED EXECUTIVE
OFFICERS.
5. AMENDED AND RESTATED BY-LAWS. APPROVAL OF Mgmt No vote
PRIMO WATER'S AMENDED AND RESTATED BY-LAWS.
--------------------------------------------------------------------------------------------------------------------------
PRIMO WATER CORPORATION Agenda Number: 935864113
--------------------------------------------------------------------------------------------------------------------------
Security: 74167P108
Meeting Type: Annual
Meeting Date: 31-May-2023
Ticker: PRMW
ISIN: CA74167P1080
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Britta Bomhard Mgmt For For
1b. Election of Director: Susan E. Cates Mgmt For For
1c. Election of Director: Eric J. Foss Mgmt For For
1d. Election of Director: Jerry Fowden Mgmt For For
1e. Election of Director: Thomas J. Harrington Mgmt For For
1f. Election of Director: Derek R. Lewis Mgmt For For
1g. Election of Director: Lori T. Marcus Mgmt For For
1h. Election of Director: Billy D. Prim Mgmt For For
1i. Election of Director: Archana Singh Mgmt For For
1j. Election of Director: Steven P. Stanbrook Mgmt For For
2. Appointment of Independent Registered Mgmt For For
Certified Public Accounting Firm.
Appointment of PricewaterhouseCoopers LLP
as the independent registered public
accounting firm.
3. Non-Binding Advisory Vote on Executive Mgmt For For
Compensation. Approval, on a non-binding
advisory basis, of the compensation of
Primo Water Corporation's named executive
officers.
4. Non-Binding Advisory Vote on the Frequency Mgmt 1 Year For
of an Advisory Vote on Executive
Compensation. Approval, on a non-binding
advisory basis, of the frequency of an
advisory vote on the compensation of Primo
Water Corporation's named executive
officers.
5. Second Amended and Restated By-Laws. Mgmt For For
Approval of Primo Water Corporation's
Second Amended and Restated By-Law No. 1.
--------------------------------------------------------------------------------------------------------------------------
PROCEPT BIOROBOTICS CORPORATION Agenda Number: 935838980
--------------------------------------------------------------------------------------------------------------------------
Security: 74276L105
Meeting Type: Annual
Meeting Date: 15-Jun-2023
Ticker: PRCT
ISIN: US74276L1052
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Election of Class II Director to serve Mgmt For For
until 2026 annual meeting of shareholders
and until their successors are duly elected
and qualified: Frederic Moll, M.D
1.2 Election of Class II Director to serve Mgmt For For
until 2026 annual meeting of shareholders
and until their successors are duly elected
and qualified: Antal Desai
1.3 Election of Class II Director to serve Mgmt For For
until 2026 annual meeting of shareholders
and until their successors are duly elected
and qualified: Mary Garrett
2. Ratification of the selection of Mgmt For For
PricewaterhouseCoopers LLP as the Company's
Independent Registered Public Accounting
Firm.
3. Approval, on an advisory basis, of the Mgmt 1 Year For
frequency of future advisory votes on
executive compensation.
--------------------------------------------------------------------------------------------------------------------------
PTC THERAPEUTICS, INC. Agenda Number: 935840769
--------------------------------------------------------------------------------------------------------------------------
Security: 69366J200
Meeting Type: Annual
Meeting Date: 06-Jun-2023
Ticker: PTCT
ISIN: US69366J2006
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
William F. Bell, Jr. Mgmt For For
M.B. Klein, MD,MS,FACS Mgmt For For
Stephanie S. Okey, M.S. Mgmt Withheld Against
Jerome B. Zeldis MD,PhD Mgmt Withheld Against
2. Ratification of the appointment of Ernst & Mgmt For For
Young LLP as the Company's independent
registered public accounting firm for the
fiscal year ending December 31, 2023.
3. Approval on a non-binding, advisory basis, Mgmt For For
of the Company's named executive officer
compensation as described in the proxy
statement.
--------------------------------------------------------------------------------------------------------------------------
PURE STORAGE, INC. Agenda Number: 935850354
--------------------------------------------------------------------------------------------------------------------------
Security: 74624M102
Meeting Type: Annual
Meeting Date: 14-Jun-2023
Ticker: PSTG
ISIN: US74624M1027
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Andrew Brown Mgmt For For
John Colgrove Mgmt For For
Roxanne Taylor Mgmt Withheld Against
2. Ratification of the selection of Deloitte & Mgmt For For
Touche LLP as our independent registered
public accounting firm for our fiscal year
ending February 4, 2024.
3. An advisory vote on our named executive Mgmt For For
officer compensation.
4. An advisory vote regarding the frequency of Mgmt 1 Year For
future advisory votes on our named
executive officer compensation.
--------------------------------------------------------------------------------------------------------------------------
RADWARE LTD. Agenda Number: 935684692
--------------------------------------------------------------------------------------------------------------------------
Security: M81873107
Meeting Type: Annual
Meeting Date: 28-Jul-2022
Ticker: RDWR
ISIN: IL0010834765
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Class II Director (until the Mgmt For For
Annual General Meeting of Shareholders to
be held in 2025): Mr. Roy Zisapel
1b. Election of Class II Director (until the Mgmt For For
Annual General Meeting of Shareholders to
be held in 2025): Ms. Naama Zeldis
1c. Election of Class II Director (until the Mgmt For For
Annual General Meeting of Shareholders to
be held in 2025): Mr. Meir Moshe
2. To approve amendments to Company's Mgmt For For
Compensation Policy.
2a. Please confirm that you ARE NOT a Mgmt For
"controlling shareholder" and DO NOT have a
"personal interest" in Proposal 2 by
checking the "YES" box. If you cannot
confirm the same, check the "NO" box. As
described under the heading "Required Vote"
in item 2 of the Proxy Statement, "personal
interest" generally means that you have a
personal benefit in the matter which is not
solely a result of shareholdings in
Radware. Mark "for" = yes or "against" =
no.
3. To approve compensation terms of the Mgmt For For
President and Chief Executive Officer of
the Company
3a. Please confirm that you ARE NOT a Mgmt For
"controlling shareholder" and DO NOT have a
"personal interest" in Proposal 3 by
checking the "YES" box. If you cannot
confirm the same, check the "NO" box. As
described under the heading "Required Vote"
in item 3 of the Proxy Statement, "personal
interest" generally means that you have a
personal benefit in the matter which is not
solely a result of shareholdings in
Radware. Mark "for" = yes or "against" =
no.
4. To approve the reappointment of Kost Forer Mgmt For For
Gabbay & Kasierer, a member of Ernst &
Young Global, as the Company's auditors,
and to authorize the Board of Directors to
delegate to the Audit Committee the
authority to fix their remuneration in
accordance with the volume and nature of
their services.
--------------------------------------------------------------------------------------------------------------------------
RAMBUS INC. Agenda Number: 935779794
--------------------------------------------------------------------------------------------------------------------------
Security: 750917106
Meeting Type: Annual
Meeting Date: 27-Apr-2023
Ticker: RMBS
ISIN: US7509171069
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Class II Director: Emiko Mgmt For For
Higashi
1b. Election of Class II Director: Steven Laub Mgmt For For
1c. Election of Class II Director: Eric Stang Mgmt For For
2. Ratification of PricewaterhouseCoopers LLP Mgmt For For
as the Company's independent registered
public accounting firm for the fiscal year
ending December 31, 2023.
3. Advisory vote to approve named executive Mgmt For For
officer compensation.
4. Advisory vote on the frequency of holding Mgmt 1 Year For
an advisory vote on named executed officer
compensation.
5. Amendment of the Rambus 2015 Equity Mgmt For For
Incentive Plan to increase the number of
shares reserved for issuance thereunder by
5,210,000 and adopt a new ten-year term.
6. Amendment and restatement of the Company's Mgmt Against Against
Amended and Restated Certificate of
Incorporation, as amended, to reflect
recently adopted Delaware law provisions
regarding officer exculpation.
--------------------------------------------------------------------------------------------------------------------------
RBC BEARINGS INCORPORATED Agenda Number: 935690330
--------------------------------------------------------------------------------------------------------------------------
Security: 75524B104
Meeting Type: Annual
Meeting Date: 08-Sep-2022
Ticker: ROLL
ISIN: US75524B1044
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Class I Director to serve a Mgmt Against Against
term of three years Expiring at 2025 Annual
Meeting: Michael H. Ambrose
1b. Election of Class I Director to serve a Mgmt For For
term of three years Expiring at 2025 Annual
Meeting: Daniel A. Bergeron
1c. Election of Class I Director to serve a Mgmt Against Against
term of three years Expiring at 2025 Annual
Meeting: Edward D. Stewart
2. To ratify the appointment of Ernst & Young Mgmt For For
LLP as the Company's independent registered
public accounting firm for fiscal year
2023.
3. To consider a resolution regarding the Mgmt Against Against
stockholder advisory vote on named
executive officer compensation.
--------------------------------------------------------------------------------------------------------------------------
SHUTTERSTOCK, INC. Agenda Number: 935839766
--------------------------------------------------------------------------------------------------------------------------
Security: 825690100
Meeting Type: Annual
Meeting Date: 08-Jun-2023
Ticker: SSTK
ISIN: US8256901005
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Deirdre Bigley Mgmt For For
Alfonse Upshaw Mgmt For For
2. To cast a non-binding advisory vote to Mgmt For For
approve named executive officer
compensation ("say-on-pay").
3. To ratify the appointment of Mgmt For For
PricewaterhouseCoopers LLP as our
independent registered public accounting
firm for the fiscal year ending December
31, 2023.
--------------------------------------------------------------------------------------------------------------------------
SILICON LABORATORIES INC. Agenda Number: 935773576
--------------------------------------------------------------------------------------------------------------------------
Security: 826919102
Meeting Type: Annual
Meeting Date: 20-Apr-2023
Ticker: SLAB
ISIN: US8269191024
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Election of Class I Director to serve on Mgmt For For
the Board of Directors until our 2026
annual meeting of stockholders or until a
successor is duly elected and qualified:
Navdeep S. Sooch
1.2 Election of Class I Director to serve on Mgmt For For
the Board of Directors until our 2026
annual meeting of stockholders or until a
successor is duly elected and qualified:
Robert J. Conrad
1.3 Election of Class I Director to serve on Mgmt For For
the Board of Directors until our 2026
annual meeting of stockholders or until a
successor is duly elected and qualified:
Nina Richardson
2. To ratify the appointment of Ernst & Young Mgmt For For
LLP as our independent registered public
accounting firm for the fiscal year ending
December 30, 2023.
3. To vote on an advisory (non-binding) Mgmt For For
resolution to approve executive
compensation.
4. To vote on an advisory (non-binding) Mgmt 1 Year For
resolution regarding the frequency of
holding future advisory votes regarding
executive compensation.
--------------------------------------------------------------------------------------------------------------------------
SITEONE LANDSCAPE SUPPLY, INC. Agenda Number: 935787210
--------------------------------------------------------------------------------------------------------------------------
Security: 82982L103
Meeting Type: Annual
Meeting Date: 11-May-2023
Ticker: SITE
ISIN: US82982L1035
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
William W. Douglas III Mgmt For For
Jeri L. Isbell Mgmt Withheld Against
2. Ratification of the selection of Deloitte & Mgmt For For
Touche LLP as the company's independent
registered public accounting firm for the
fiscal year ending December 31, 2023.
3. Advisory vote to approve executive Mgmt For For
compensation.
4. Advisory vote on the frequency of future Mgmt 1 Year For
advisory votes to approve executive
compensation.
--------------------------------------------------------------------------------------------------------------------------
SOVOS BRANDS INC. Agenda Number: 935842953
--------------------------------------------------------------------------------------------------------------------------
Security: 84612U107
Meeting Type: Annual
Meeting Date: 07-Jun-2023
Ticker: SOVO
ISIN: US84612U1079
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of the Class II Director to serve Mgmt For For
until the 2026 Annual Meeting of
Stockholders: David W. Roberts
1b. Election of the Class II Director to serve Mgmt For For
until the 2026 Annual Meeting of
Stockholders: Vijayanthimala (Mala) Singh
2. Ratification of the appointment of Deloitte Mgmt For For
& Touche LLP as our independent registered
public accounting firm for the fiscal year
ending December 30, 2023.
--------------------------------------------------------------------------------------------------------------------------
STAAR SURGICAL COMPANY Agenda Number: 935858653
--------------------------------------------------------------------------------------------------------------------------
Security: 852312305
Meeting Type: Annual
Meeting Date: 15-Jun-2023
Ticker: STAA
ISIN: US8523123052
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Stephen C. Farrell Mgmt Withheld Against
Thomas G. Frinzi Mgmt For For
Gilbert H. Kliman, MD Mgmt For For
Aimee S. Weisner Mgmt Withheld Against
Elizabeth Yeu, MD Mgmt Withheld Against
K. Peony Yu, MD Mgmt Withheld Against
2. Approval of the Amended and Restated Mgmt For For
Omnibus Equity Incentive Plan to increase
the number of shares reserved for issuance
under the plan, among other changes.
3. Ratification of the appointment of BDO USA, Mgmt For For
LLP as our independent registered public
accounting firm for the year ending
December 29, 2023.
4. Non-binding advisory vote to approve the Mgmt For For
compensation of our named executive
officers.
5. Advisory vote on the frequency of future Mgmt 1 Year For
advisory votes to approve the compensation
of our named executive officers.
--------------------------------------------------------------------------------------------------------------------------
SUPERNUS PHARMACEUTICALS, INC. Agenda Number: 935855520
--------------------------------------------------------------------------------------------------------------------------
Security: 868459108
Meeting Type: Annual
Meeting Date: 16-Jun-2023
Ticker: SUPN
ISIN: US8684591089
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Election of Director to hold office for the Mgmt For For
ensuing three years and until their
successors have been duly elected and
qualified: Frederick M. Hudson
1.2 Election of Director to hold office for the Mgmt Withheld Against
ensuing three years and until their
successors have been duly elected and
qualified: Charles W. Newhall, III
2. To approve, on a non-binding basis, the Mgmt For For
compensation paid to our named executive
officers.
3. To approve, on a non-binding basis, the Mgmt 1 Year For
frequency of future advisory votes on
executive compensation.
4. To ratify the appointment of KPMG LLP as Mgmt For For
our independent registered public
accounting firm for the fiscal year ending
December 31, 2023.
--------------------------------------------------------------------------------------------------------------------------
TENABLE HOLDINGS, INC. Agenda Number: 935819942
--------------------------------------------------------------------------------------------------------------------------
Security: 88025T102
Meeting Type: Annual
Meeting Date: 24-May-2023
Ticker: TENB
ISIN: US88025T1025
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Election of Director: John C. Huffard, Jr. Mgmt For For
1.2 Election of Director: A. Brooke Seawell Mgmt For For
1.3 Election of Director: Raymond Vicks, Jr. Mgmt For For
2. To ratify the selection by the Audit Mgmt For For
Committee of the Board of Directors of
Ernst & Young LLP as the independent
registered public accounting firm of the
Company for the year ending December 31,
2023.
3. To approve, on a non-binding advisory Mgmt For For
basis, the compensation of the Company's
named executive officers as disclosed in
the proxy statement.
--------------------------------------------------------------------------------------------------------------------------
TEXAS ROADHOUSE,INC. Agenda Number: 935794570
--------------------------------------------------------------------------------------------------------------------------
Security: 882681109
Meeting Type: Annual
Meeting Date: 11-May-2023
Ticker: TXRH
ISIN: US8826811098
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Election of Director: Michael A. Crawford Mgmt Withheld Against
1.2 Election of Director: Donna E. Epps Mgmt Withheld Against
1.3 Election of Director: Gregory N. Moore Mgmt Withheld Against
1.4 Election of Director: Gerald L. Morgan Mgmt For For
1.5 Election of Director: Curtis A. Warfield Mgmt Withheld Against
1.6 Election of Director: Kathleen M. Widmer Mgmt Withheld Against
1.7 Election of Director: James R. Zarley Mgmt Withheld Against
2. Proposal to Ratify the Appointment of KPMG Mgmt For For
LLP as Texas Roadhouse's Independent
Auditors for 2023.
3. Say on Pay - An Advisory Vote on the Mgmt For For
Approval of Executive Compensation.
4. Say When on Pay - An Advisory Vote on the Mgmt 1 Year For
Frequency of the Advisory Vote on Executive
Compensation.
5. An Advisory Vote on a Shareholder Proposal Shr Against For
Regarding the Issuance of a Climate Report.
--------------------------------------------------------------------------------------------------------------------------
THE BANCORP, INC. Agenda Number: 935821187
--------------------------------------------------------------------------------------------------------------------------
Security: 05969A105
Meeting Type: Annual
Meeting Date: 24-May-2023
Ticker: TBBK
ISIN: US05969A1051
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: James J. McEntee lll Mgmt For For
1b. Election of Director: Michael J. Bradley Mgmt For For
1c. Election of Director: Matthew N. Cohn Mgmt For For
1d. Election of Director: Cheryl D. Creuzot Mgmt For For
1e. Election of Director: John M. Eggemeyer Mgmt For For
1f. Election of Director: Hersh Kozlov Mgmt For For
1g. Election of Director: Damian M. Kozlowski Mgmt For For
1h. Election of Director: William H. Lamb Mgmt For For
1i. Election of Director: Daniela A. Mielke Mgmt For For
1j. Election of Director: Stephanie B. Mudick Mgmt For For
2. Proposal to approve a non-binding advisory Mgmt For For
vote on the Company's compensation program
for its named executive officers.
3. Proposal to approve a non-binding advisory Mgmt 1 Year For
vote on the frequency of votes on the
Company's compensation program for its
named executive officers.
4. Proposal to approve the selection of Grant Mgmt For For
Thornton LLP as independent public
accountants for the Company for the fiscal
year ending December 31, 2023.
--------------------------------------------------------------------------------------------------------------------------
THE ENSIGN GROUP, INC. Agenda Number: 935810944
--------------------------------------------------------------------------------------------------------------------------
Security: 29358P101
Meeting Type: Annual
Meeting Date: 18-May-2023
Ticker: ENSG
ISIN: US29358P1012
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. ELECTION OF CLASS I DIRECTOR FOR A Mgmt For For
THREE-YEAR TERM: Mr. Barry M. Smith
1b. ELECTION OF CLASS I DIRECTOR FOR A Mgmt For For
THREE-YEAR TERM: Ms. Swati B. Abbott
1c. ELECTION OF CLASS I DIRECTOR FOR A Mgmt Against Against
THREE-YEAR TERM: Ms. Suzanne D. Snapper
1d. ELECTION OF CLASS III DIRECTOR FOR A Mgmt For For
TWO-YEAR TERM: Dr. John O. Agwunobi
2. Approval of the amendment to the Mgmt For For
Certificate of Incorporation to increase
the authorized common shares to 150
million.
3. Approval of the amendment to the Mgmt Against Against
Certificate of Incorporation to reflect new
Delaware law provisions regarding officer
exculpation.
4. Ratification of appointment of Deloitte & Mgmt For For
Touche LLP as independent registered public
accounting firm for 2023.
5. Approval, on an advisory basis, of our Mgmt For For
named executive officers' compensation.
6. Approval, on an advisory basis, on the Mgmt 1 Year For
frequency of advisory votes on executive
officers' compensation.
--------------------------------------------------------------------------------------------------------------------------
THE SIMPLY GOOD FOODS COMPANY Agenda Number: 935746391
--------------------------------------------------------------------------------------------------------------------------
Security: 82900L102
Meeting Type: Annual
Meeting Date: 19-Jan-2023
Ticker: SMPL
ISIN: US82900L1026
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Clayton C. Daley, Jr. Mgmt For For
1b. Election of Director: Nomi P. Ghez Mgmt Against Against
1c. Election of Director: Michelle P. Goolsby Mgmt Against Against
1d. Election of Director: James M. Kilts Mgmt Against Against
1e. Election of Director: Robert G. Montgomery Mgmt For For
1f. Election of Director: Brian K. Ratzan Mgmt For For
1g. Election of Director: David W. Ritterbush Mgmt For For
1h. Election of Director: Joseph E. Scalzo Mgmt For For
1i. Election of Director: Joseph J. Schena Mgmt For For
1j. Election of Director: David J. West Mgmt For For
1k. Election of Director: James D. White Mgmt Against Against
2. To ratify the appointment of Deloitte & Mgmt For For
Touche LLP as our independent registered
public accounting firm for fiscal year
2023.
3. To approve the adoption of the Third Mgmt Against Against
Amended and Restated Certificate of
Incorporation of The Simply Good Foods
Company in the form attached as Annex I to
the accompanying proxy statement.
4. To consider and vote upon the advisory vote Mgmt For For
to approve the compensation of our named
executive officers.
--------------------------------------------------------------------------------------------------------------------------
TOPGOLF CALLAWAY BRANDS CORP. Agenda Number: 935830011
--------------------------------------------------------------------------------------------------------------------------
Security: 131193104
Meeting Type: Annual
Meeting Date: 06-Jun-2023
Ticker: MODG
ISIN: US1311931042
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Oliver G. Brewer III Mgmt For For
1b. Election of Director: Erik J Anderson Mgmt For For
1c. Election of Director: Laura J. Flanagan Mgmt For For
1d. Election of Director: Russell L. Fleischer Mgmt For For
1e. Election of Director: Bavan M. Holloway Mgmt For For
1f. Election of Director: John F. Lundgren Mgmt For For
1g. Election of Director: Scott M. Marimow Mgmt For For
1h. Election of Director: Adebayo O. Ogunlesi Mgmt For For
1i. Election of Director: Varsha R. Rao Mgmt For For
1j. Election of Director: Linda B. Segre Mgmt For For
1k. Election of Director: Anthony S. Thornley Mgmt For For
1l. Election of Director: C. Matthew Turney Mgmt For For
2. To ratify, on an advisory basis, the Mgmt For For
appointment of Deloitte & Touche LLP as the
Company's independent registered public
accounting firm for the fiscal year ended
December 31, 2023
3. To approve, on an advisory basis, the Mgmt For For
compensation of the Company's named
executive officers
4. To approve, on an advisory basis, the Mgmt 1 Year For
frequency of future shareholder votes to
approve the compensation of the Company's
named executive officers
--------------------------------------------------------------------------------------------------------------------------
TREACE MEDICAL CONCEPTS, INC. Agenda Number: 935803773
--------------------------------------------------------------------------------------------------------------------------
Security: 89455T109
Meeting Type: Annual
Meeting Date: 23-May-2023
Ticker: TMCI
ISIN: US89455T1097
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Lance A. Berry Mgmt For For
Elizabeth S. Hanna Mgmt For For
Jane E. Kiernan Mgmt For For
2. Proposal to ratify the appointment of Grant Mgmt For For
Thornton LLP as independent registered
public accounting firm for the year ending
December 31, 2023.
--------------------------------------------------------------------------------------------------------------------------
VARONIS SYSTEMS, INC. Agenda Number: 935827343
--------------------------------------------------------------------------------------------------------------------------
Security: 922280102
Meeting Type: Annual
Meeting Date: 05-Jun-2023
Ticker: VRNS
ISIN: US9222801022
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Yakov Faitelson Mgmt For For
Thomas Mendoza Mgmt For For
Avrohom J. Kess Mgmt For For
Ohad Korkus Mgmt For For
2. To approve, on a non-binding, advisory Mgmt For For
basis, the executive compensation of our
named executive officers.
3. To ratify the appointment of Kost Forer Mgmt For For
Gabbay & Kasierer, a member of Ernst &
Young Global Limited, as the independent
registered public accounting firm of the
Company for 2023.
4. To approve the Varonis Systems, Inc. 2023 Mgmt For For
Omnibus Equity Incentive Plan.
--------------------------------------------------------------------------------------------------------------------------
VERICEL CORPORATION Agenda Number: 935786674
--------------------------------------------------------------------------------------------------------------------------
Security: 92346J108
Meeting Type: Annual
Meeting Date: 03-May-2023
Ticker: VCEL
ISIN: US92346J1088
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Robert L. Zerbe Mgmt For For
Alan L. Rubino Mgmt For For
Heidi Hagen Mgmt Withheld Against
Steven C. Gilman Mgmt For For
Kevin F. McLaughlin Mgmt For For
Paul K. Wotton Mgmt Withheld Against
Dominick C. Colangelo Mgmt For For
Lisa Wright Mgmt Withheld Against
2. To approve, on an advisory basis, the Mgmt For For
compensation of Vericel Corporation's named
executive officers.
3. To ratify the appointment of Mgmt For For
PricewaterhouseCoopers LLP as Vericel
Corporation's independent registered public
accounting firm for the fiscal year ending
December 31, 2023.
--------------------------------------------------------------------------------------------------------------------------
WEATHERFORD INTERNATIONAL PLC Agenda Number: 935850176
--------------------------------------------------------------------------------------------------------------------------
Security: G48833118
Meeting Type: Annual
Meeting Date: 15-Jun-2023
Ticker: WFRD
ISIN: IE00BLNN3691
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Benjamin C. Duster, Mgmt Against Against
IV
1b. Election of Director: Neal P. Goldman Mgmt Against Against
1c. Election of Director: Jacqueline C. Mgmt Against Against
Mutschler
1d. Election of Director: Girishchandra K. Mgmt For For
Saligram
1e. Election of Director: Charles M. Sledge Mgmt For For
2. To ratify the appointment of KPMG LLP as Mgmt For For
the Company's independent registered public
accounting firm and auditor for the
financial year ending December 31, 2023 and
KPMG Chartered Accountants, Dublin, as the
Company's statutory auditor under Irish law
to hold office until the close of the 2024
AGM, and to authorize the Board of
Directors of the Company, acting through
the Audit Committee, to determine the
auditors' remuneration.
3. To approve, on a non-binding advisory Mgmt For For
basis, the compensation of our named
executive officers.
--------------------------------------------------------------------------------------------------------------------------
WILLSCOT MOBILE MINI HOLDINGS CORP. Agenda Number: 935830996
--------------------------------------------------------------------------------------------------------------------------
Security: 971378104
Meeting Type: Annual
Meeting Date: 02-Jun-2023
Ticker: WSC
ISIN: US9713781048
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director to serve a one-year Mgmt For For
term: Mark S. Bartlett
1b. Election of Director to serve a one-year Mgmt For For
term: Erika T. Davis
1c. Election of Director to serve a one-year Mgmt For For
term: Gerard E. Holthaus
1d. Election of Director to serve a one-year Mgmt For For
term: Erik Olsson
1e. Election of Director to serve a one-year Mgmt For For
term: Rebecca L. Owen
1f. Election of Director to serve a one-year Mgmt For For
term: Jeff Sagansky
1g. Election of Director to serve a one-year Mgmt For For
term: Bradley L. Soultz
1h. Election of Director to serve a one-year Mgmt For For
term: Michael W. Upchurch
2. To ratify the appointment of Ernst & Young Mgmt For For
LLP as independent registered public
accounting firm of WillScot Mobile Mini
Holdings Corp. for the fiscal year ending
December 31, 2023.
3. To approve, on an advisory and non-binding Mgmt For For
basis, the compensation of the named
executive officers of WillScot Mobile Mini
Holdings Corp.
--------------------------------------------------------------------------------------------------------------------------
WNS (HOLDINGS) LIMITED Agenda Number: 935703430
--------------------------------------------------------------------------------------------------------------------------
Security: 92932M101
Meeting Type: Annual
Meeting Date: 22-Sep-2022
Ticker: WNS
ISIN: US92932M1018
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Adoption of the audited annual accounts of Mgmt For For
the Company for the financial year ended
March 31, 2022, together with the auditors'
report.
2. Re-appointment of Grant Thornton Bharat LLP Mgmt For For
as the auditors of the Company.
3. Approval of auditors' remuneration for the Mgmt For For
financial year ending March 31, 2023.
4. Re-election of the Class I Director, Mr. Mgmt For For
Timothy L Main.
5. Re-election of the Class I Director, Ms. Mgmt For For
Thi Nhuoc Lan Tu.
6. Re-election of the Class I Director, Mr. Mgmt For For
Mario P Vitale.
7. Re-election of the Class I Director Mr. Mgmt For For
Gareth Williams to serve until the end of
his term on December 31, 2022.
8. Approval of Directors' remuneration for the Mgmt For For
period from the Annual General Meeting
until the next annual general meeting of
the Company to be held in respect of the
financial year ending March 31, 2023.
9. Increase in the ordinary shares/American Mgmt For For
Depositary Shares ("ADSs") to be available
or reserved for grant under the Company's
2016 Incentive Award Plan as may be amended
and restated pursuant to and in accordance
with the terms thereof, the 2016 Incentive
Award Plan or ("the Plan") by 2.2 million
ordinary shares/ADSs, (representing 4.57 %
of the total outstanding share capital as
on June 30, 2022 excluding treasury shares)
and adoption of the Company's Fourth
Amended and ...(due to space limits, see
proxy material for full proposal).
--------------------------------------------------------------------------------------------------------------------------
XENCOR, INC. Agenda Number: 935845769
--------------------------------------------------------------------------------------------------------------------------
Security: 98401F105
Meeting Type: Annual
Meeting Date: 14-Jun-2023
Ticker: XNCR
ISIN: US98401F1057
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Election of Director to serve until the Mgmt For For
next Annual Meeting: Bassil I. Dahiyat,
Ph.D.
1.2 Election of Director to serve until the Mgmt For For
next Annual Meeting: Ellen G. Feigal, M.D.
1.3 Election of Director to serve until the Mgmt For For
next Annual Meeting: Kevin C. Gorman, Ph.D.
1.4 Election of Director to serve until the Mgmt For For
next Annual Meeting: Kurt A. Gustafson
1.5 Election of Director to serve until the Mgmt For For
next Annual Meeting: Bruce Montgomery, M.D.
1.6 Election of Director to serve until the Mgmt For For
next Annual Meeting: Richard J. Ranieri
1.7 Election of Director to serve until the Mgmt Withheld Against
next Annual Meeting: Dagmar Rosa-Bjorkeson
2. To ratify the selection by the Audit Mgmt For For
Committee of the Board of Directors of RSM
US LLP as the independent registered public
accounting firm of the Company for its
fiscal year ending December 31, 2023.
3. To hold a non-binding advisory vote on the Mgmt For For
compensation of the Company's named
executive officers, as disclosed in the
accompanying proxy statement.
4. To approve the Company's 2023 Equity Mgmt For For
Incentive Plan.
5. To hold a non-binding advisory vote on the Mgmt 1 Year For
frequency of future non-binding advisory
stockholder votes on the compensation of
the Company's named executive officers.
--------------------------------------------------------------------------------------------------------------------------
XENON PHARMACEUTICALS INC Agenda Number: 935845795
--------------------------------------------------------------------------------------------------------------------------
Security: 98420N105
Meeting Type: Annual
Meeting Date: 01-Jun-2023
Ticker: XENE
ISIN: CA98420N1050
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Election of Director: Simon Pimstone Mgmt For For
1.2 Election of Director: Dawn Svoronos Mgmt For For
1.3 Election of Director: Mohammad Azab Mgmt Against Against
1.4 Election of Director: Steven Gannon Mgmt For For
1.5 Election of Director: Elizabeth Garofalo Mgmt For For
1.6 Election of Director: Patrick Machado Mgmt Against Against
1.7 Election of Director: Ian Mortimer Mgmt For For
1.8 Election of Director: Gary Patou Mgmt Against Against
2. Approve, on an advisory basis, the Mgmt Against Against
compensation of the Corporation's named
executive officers
3. Appoint KPMG LLP as the Corporation's Mgmt For For
auditor to hold office until the next
annual meeting of the Corporation or until
their successors are duly elected
4. Authorizing the Audit Committee of the Mgmt For For
board of directors of the Corporation to
fix the remuneration to be paid to the
auditor of the Corporation
Loomis Sayles Small/MID Growth Fund
--------------------------------------------------------------------------------------------------------------------------
ACADIA HEALTHCARE COMPANY, INC. Agenda Number: 935806185
--------------------------------------------------------------------------------------------------------------------------
Security: 00404A109
Meeting Type: Annual
Meeting Date: 18-May-2023
Ticker: ACHC
ISIN: US00404A1097
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Michael J. Fucci Mgmt For For
1b. Election of Director: Wade D. Miquelon Mgmt For For
2. Approve an amendment and restatement of the Mgmt For For
Acadia Healthcare Company, Inc. Incentive
Compensation Plan as presented in the Proxy
Statement.
3. Advisory vote on the compensation of the Mgmt For For
Company's named executive officers as
presented in the Proxy Statement.
4. Ratify the appointment of Ernst & Young LLP Mgmt For For
as the Company's independent registered
public accounting firm for the fiscal year
ending December 31, 2023.
--------------------------------------------------------------------------------------------------------------------------
ADVANCED DRAINAGE SYSTEMS, INC. Agenda Number: 935673170
--------------------------------------------------------------------------------------------------------------------------
Security: 00790R104
Meeting Type: Annual
Meeting Date: 21-Jul-2022
Ticker: WMS
ISIN: US00790R1041
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Anesa T. Chaibi Mgmt For For
1b. Election of Director: Robert M. Eversole Mgmt For For
1c. Election of Director: Alexander R. Fischer Mgmt For For
1d. Election of Director: Kelly S. Gast Mgmt For For
1e. Election of Director: M.A. (Mark) Haney Mgmt For For
1f. Election of Director: Ross M. Jones Mgmt For For
1g. Election of Director: Manuel Perez de la Mgmt For For
Mesa
1h. Election of Director: Anil Seetharam Mgmt For For
2. Ratification of the appointment of Deloitte Mgmt For For
& Touche LLP as the Company's Independent
Registered Public Accounting Firm for
fiscal year 2023.
3. Approval, in a non-binding advisory vote, Mgmt For For
of the compensation for named executive
officers.
4. Recommendation, in a non-binding advisory Mgmt 1 Year For
vote, for the frequency of future advisory
votes on executive compensation.
5. Approval of the Employee Stock Purchase Mgmt For For
Plan.
--------------------------------------------------------------------------------------------------------------------------
ADVANCED ENERGY INDUSTRIES, INC. Agenda Number: 935781395
--------------------------------------------------------------------------------------------------------------------------
Security: 007973100
Meeting Type: Annual
Meeting Date: 27-Apr-2023
Ticker: AEIS
ISIN: US0079731008
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Grant H. Beard Mgmt For For
(Chairman)
1b. Election of Director: Frederick A. Ball Mgmt For For
1c. Election of Director: Anne T. DelSanto Mgmt For For
1d. Election of Director: Tina M. Donikowski Mgmt For For
1e. Election of Director: Ronald C. Foster Mgmt For For
1f. Election of Director: Stephen D. Kelley Mgmt For For
1g. Election of Director: Lanesha T. Minnix Mgmt For For
1h. Election of Director: David W. Reed Mgmt For For
1i. Election of Director: John A. Roush Mgmt For For
1j. Election of Director: Brian M. Shirley Mgmt For For
2. Ratification of the appointment of Ernst & Mgmt For For
Young LLP as Advanced Energy's independent
registered public accounting firm for 2023.
3. Advisory approval on the compensation of Mgmt For For
our named executive officers.
4. Advisory vote on the frequency of future Mgmt 1 Year For
advisory votes on executive compensation.
5. Approval of Advanced Energy's 2023 Omnibus Mgmt For For
Incentive Plan.
--------------------------------------------------------------------------------------------------------------------------
ANGIODYNAMICS, INC. Agenda Number: 935713405
--------------------------------------------------------------------------------------------------------------------------
Security: 03475V101
Meeting Type: Annual
Meeting Date: 03-Nov-2022
Ticker: ANGO
ISIN: US03475V1017
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Dennis Meteny Mgmt For For
Michael Tarnoff Mgmt For For
2. To ratify the appointment of Deloitte & Mgmt For For
Touche LLP as AngioDynamics, Inc.
independent registered public accounting
firm for the fiscal year ending May 31,
2023.
3. Say-on-Pay - An advisory vote on the Mgmt For For
approval of compensation of our named
executive officers.
4. Vote on the approval of the proposal to Mgmt For For
increase the number of shares available for
issuance under the AngioDynamics, Inc. 2020
Equity Incentive Plan.
5. Vote on the approval of the proposal to Mgmt For For
increase the number of shares available for
issuance under the AngioDynamics, Inc.
Employee Stock Purchase Plan.
--------------------------------------------------------------------------------------------------------------------------
ARGENX SE Agenda Number: 935698160
--------------------------------------------------------------------------------------------------------------------------
Security: 04016X101
Meeting Type: Special
Meeting Date: 08-Sep-2022
Ticker: ARGX
ISIN: US04016X1019
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
2. Appointment of Camilla Sylvest as Mgmt For For
non-executive director to the board of
directors of the Company
--------------------------------------------------------------------------------------------------------------------------
ARGENX SE Agenda Number: 935737897
--------------------------------------------------------------------------------------------------------------------------
Security: 04016X101
Meeting Type: Special
Meeting Date: 12-Dec-2022
Ticker: ARGX
ISIN: US04016X1019
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
2. Appointment of Ana Cespedes as Mgmt For For
non-executive director to the board of
directors of the Company
--------------------------------------------------------------------------------------------------------------------------
ATI INC. Agenda Number: 935789187
--------------------------------------------------------------------------------------------------------------------------
Security: 01741R102
Meeting Type: Annual
Meeting Date: 11-May-2023
Ticker: ATI
ISIN: US01741R1023
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Election of Director: J. Brett Harvey Mgmt For For
1.2 Election of Director: James C. Diggs Mgmt For For
1.3 Election of Director: David J. Morehouse Mgmt For For
2. Advisory vote on the frequency of holding Mgmt 1 Year For
an advisory vote on executive compensation
3. Advisory vote to approve the compensation Mgmt For For
of our named executive officers
4. Ratification of the selection of Ernst & Mgmt For For
Young LLP as our independent auditors for
2023
--------------------------------------------------------------------------------------------------------------------------
AVID TECHNOLOGY, INC. Agenda Number: 935856469
--------------------------------------------------------------------------------------------------------------------------
Security: 05367P100
Meeting Type: Annual
Meeting Date: 25-May-2023
Ticker: AVID
ISIN: US05367P1003
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director to serve until 2024 Mgmt For For
Annual Meeting: Christian A. Asmar
1b. Election of Director to serve until 2024 Mgmt For For
Annual Meeting: Robert M. Bakish
1c. Election of Director to serve until 2024 Mgmt For For
Annual Meeting: Paula E. Boggs
1d. Election of Director to serve until 2024 Mgmt For For
Annual Meeting: Elizabeth M. Daley
1e. Election of Director to serve until 2024 Mgmt For For
Annual Meeting: Nancy Hawthorne
1f. Election of Director to serve until 2024 Mgmt For For
Annual Meeting: Jeff Rosica
1g. Election of Director to serve until 2024 Mgmt For For
Annual Meeting: Daniel B. Silvers
1h. Election of Director to serve until 2024 Mgmt For For
Annual Meeting: John P. Wallace
1i. Election of Director to serve until 2024 Mgmt For For
Annual Meeting: Peter M. Westley
2. To ratify the selection of BDO USA, LLP as Mgmt For For
the Company's independent registered public
accounting firm for the current fiscal
year.
3. To approve an amendment to the Company's Mgmt For For
2014 Stock Incentive Plan.
4. To approve an amendment to the Company's Mgmt Against Against
Amended and Restated Certificate of
Incorporation.
5. To approve, by non-binding vote, executive Mgmt For For
compensation.
6. To approve an advisory vote on the Mgmt 1 Year For
frequency of future compensation advisory
votes.
--------------------------------------------------------------------------------------------------------------------------
AXON ENTERPRISE, INC. Agenda Number: 935831619
--------------------------------------------------------------------------------------------------------------------------
Security: 05464C101
Meeting Type: Annual
Meeting Date: 31-May-2023
Ticker: AXON
ISIN: US05464C1018
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Adriane Brown Mgmt Against Against
1B. Election of Director: Michael Garnreiter Mgmt Against Against
1C. Election of Director: Mark W. Kroll Mgmt Against Against
1D. Election of Director: Matthew R. McBrady Mgmt For For
1E. Election of Director: Hadi Partovi Mgmt Against Against
1F. Election of Director: Graham Smith Mgmt For For
1G. Election of Director: Patrick W. Smith Mgmt For For
1H. Election of Director: Jeri Williams Mgmt For For
2. Proposal No. 2 requests that shareholders Mgmt For For
vote to approve, on an advisory basis, the
compensation of the Company's named
executive officers.
3. Proposal No. 3 requests that shareholders Mgmt 1 Year For
vote to approve, on an advisory basis, the
frequency of the shareholder vote to
approve the compensation of the Company's
named executive officers.
4. Proposal No. 4 requests that shareholders Mgmt For For
vote to ratify the appointment of Grant
Thornton LLP as the Company's independent
registered public accounting firm for
fiscal year 2023.
5. Proposal No. 5 requests that shareholders Mgmt Against Against
vote to approve the 2023 CEO Performance
Award.
6. Proposal No. 6 is a shareholder proposal to Shr For Against
discontinue the development of a non-lethal
TASER drone system.
--------------------------------------------------------------------------------------------------------------------------
AXONICS, INC. Agenda Number: 935858069
--------------------------------------------------------------------------------------------------------------------------
Security: 05465P101
Meeting Type: Annual
Meeting Date: 26-Jun-2023
Ticker: AXNX
ISIN: US05465P1012
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Michael H. Carrel Mgmt For For
1b. Election of Director: Raymond W. Cohen Mgmt For For
1c. Election of Director: David M. Demski Mgmt For For
1d. Election of Director: Jane E. Kiernan Mgmt For For
1e. Election of Director: Esteban Lopez, M.D. Mgmt Against Against
1f. Election of Director: Robert E. McNamara Mgmt Against Against
1g. Election of Director: Nancy Snyderman, M.D. Mgmt Against Against
2. To ratify the selection of BDO USA, LLP as Mgmt For For
our independent registered public
accounting firm for the fiscal year ending
December 31, 2023.
3. To approve, on an advisory basis, of the Mgmt For For
compensation of our named executive
officers.
--------------------------------------------------------------------------------------------------------------------------
AXOS FINANCIAL, INC. Agenda Number: 935713758
--------------------------------------------------------------------------------------------------------------------------
Security: 05465C100
Meeting Type: Annual
Meeting Date: 10-Nov-2022
Ticker: AX
ISIN: US05465C1009
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Election of Director: James S. Argalas Mgmt For For
1.2 Election of Director: Stefani D. Carter Mgmt Withheld Against
1.3 Election of Director: James J. Court Mgmt Withheld Against
1.4 Election of Director: Roque A. Santi Mgmt For For
2. To approve an Amendment to the Certificate Mgmt For For
of Incorporation to limit the liability of
certain officers of the Company as
permitted by Delaware law.
3. To approve in a non-binding and advisory Mgmt Against Against
vote, the compensation of the Company's
Named Executive Officers as disclosed in
this Proxy Statement.
4. To ratify the selection of BDO USA, LLP as Mgmt For For
the Company's independent registered public
accounting firm for fiscal year 2023.
--------------------------------------------------------------------------------------------------------------------------
BIO-TECHNE CORP Agenda Number: 935709824
--------------------------------------------------------------------------------------------------------------------------
Security: 09073M104
Meeting Type: Annual
Meeting Date: 27-Oct-2022
Ticker: TECH
ISIN: US09073M1045
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To set the number of Directors at nine. Mgmt For For
2a. Election of Director: Robert V. Baumgartner Mgmt For For
2b. Election of Director: Julie L. Bushman Mgmt For For
2c. Election of Director: John L. Higgins Mgmt For For
2d. Election of Director: Joseph D. Keegan Mgmt Against Against
2e. Election of Director: Charles R. Kummeth Mgmt For For
2f. Election of Director: Roeland Nusse Mgmt For For
2g. Election of Director: Alpna Seth Mgmt For For
2h. Election of Director: Randolph Steer Mgmt Against Against
2i. Election of Director: Rupert Vessey Mgmt Against Against
3. Cast a non-binding vote on named executive Mgmt Against Against
officer compensation.
4. Approve an amendment to the Company's Mgmt For For
Articles of Incorporation to increase the
number of authorized shares of common stock
to effect a proposed 4-for-1 stock split in
the form of a stock dividend.
5. Ratify the appointment of the Company's Mgmt For For
independent registered public accounting
firm for the 2023 fiscal year.
--------------------------------------------------------------------------------------------------------------------------
BJ'S WHOLESALE CLUB HOLDINGS, INC. Agenda Number: 935849476
--------------------------------------------------------------------------------------------------------------------------
Security: 05550J101
Meeting Type: Annual
Meeting Date: 15-Jun-2023
Ticker: BJ
ISIN: US05550J1016
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Chris Baldwin Mgmt For For
Darryl Brown Mgmt For For
Bob Eddy Mgmt For For
Michelle Gloeckler Mgmt For For
Maile Naylor Mgmt For For
Ken Parent Mgmt For For
Chris Peterson Mgmt For For
Rob Steele Mgmt For For
2. Approve, on an advisory (non-binding) Mgmt For For
basis, the compensation of the named
executive officers of BJ's Wholesale Club
Holdings, Inc.
3. Ratify the appointment of Mgmt For For
PricewaterhouseCoopers LLP as BJ's
Wholesale Club Holdings, Inc.'s independent
registered public accounting firm for the
fiscal year ending February 3, 2024.
--------------------------------------------------------------------------------------------------------------------------
BOX, INC. Agenda Number: 935658091
--------------------------------------------------------------------------------------------------------------------------
Security: 10316T104
Meeting Type: Annual
Meeting Date: 14-Jul-2022
Ticker: BOX
ISIN: US10316T1043
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Director withdrawn Mgmt Abstain
1b. Election of Director: Dan Levin Mgmt For For
1c. Election of Director: Bethany Mayer Mgmt For For
2. To approve, on an advisory basis, the Mgmt For For
compensation of our named executive
officers.
3. To approve, on an advisory basis, the Mgmt 1 Year For
frequency of future stockholder advisory
votes on the compensation of our named
executive officers.
4. Ratification of the appointment of Ernst & Mgmt For For
Young LLP as our independent registered
public accounting firm for our fiscal year
ending January 31, 2023.
--------------------------------------------------------------------------------------------------------------------------
BOX, INC. Agenda Number: 935860329
--------------------------------------------------------------------------------------------------------------------------
Security: 10316T104
Meeting Type: Annual
Meeting Date: 27-Jun-2023
Ticker: BOX
ISIN: US10316T1043
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Sue Barsamian Mgmt For For
1b. Election of Director: Jack Lazar Mgmt For For
1c. Election of Director: John Park Mgmt For For
2. To approve, on an advisory basis, the Mgmt For For
compensation of our named executive
officers.
3. To ratify the appointment of Ernst & Young Mgmt For For
LLP as our independent registered public
accounting firm for our fiscal year ending
January 31, 2024.
--------------------------------------------------------------------------------------------------------------------------
BROADRIDGE FINANCIAL SOLUTIONS, INC. Agenda Number: 935697005
--------------------------------------------------------------------------------------------------------------------------
Security: 11133T103
Meeting Type: Annual
Meeting Date: 18-Aug-2022
Ticker: BR
ISIN: US11133T1034
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. Non-Voting agenda Mgmt No vote
--------------------------------------------------------------------------------------------------------------------------
BROADRIDGE FINANCIAL SOLUTIONS, INC. Agenda Number: 935713809
--------------------------------------------------------------------------------------------------------------------------
Security: 11133T103
Meeting Type: Annual
Meeting Date: 10-Nov-2022
Ticker: BR
ISIN: US11133T1034
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director to serve until the Mgmt For For
2023 Annual Meeting: Leslie A. Brun
1b. Election of Director to serve until the Mgmt For For
2023 Annual Meeting: Pamela L. Carter
1c. Election of Director to serve until the Mgmt For For
2023 Annual Meeting: Richard J. Daly
1d. Election of Director to serve until the Mgmt For For
2023 Annual Meeting: Robert N. Duelks
1e. Election of Director to serve until the Mgmt For For
2023 Annual Meeting: Melvin L. Flowers
1f. Election of Director to serve until the Mgmt For For
2023 Annual Meeting: Timothy C. Gokey
1g. Election of Director to serve until the Mgmt For For
2023 Annual Meeting: Brett A. Keller
1h. Election of Director to serve until the Mgmt For For
2023 Annual Meeting: Maura A. Markus
1i. Election of Director to serve until the Mgmt For For
2023 Annual Meeting: Eileen K. Murray
1j. Election of Director to serve until the Mgmt For For
2023 Annual Meeting: Annette L. Nazareth
1k. Election of Director to serve until the Mgmt For For
2023 Annual Meeting: Thomas J. Perna
1l. Election of Director to serve until the Mgmt For For
2023 Annual Meeting: Amit K. Zavery
2) Advisory vote to approve the compensation Mgmt For For
of the Company's Named Executive Officers
(the Say on Pay Vote).
3) To ratify the appointment of Deloitte & Mgmt For For
Touche LLP as the Company's independent
registered public accountants for the
fiscal year ending June 30, 2023.
--------------------------------------------------------------------------------------------------------------------------
CASEY'S GENERAL STORES, INC. Agenda Number: 935688450
--------------------------------------------------------------------------------------------------------------------------
Security: 147528103
Meeting Type: Annual
Meeting Date: 30-Aug-2022
Ticker: CASY
ISIN: US1475281036
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director to serve until the Mgmt For For
next Annual Meeting: H. Lynn Horak
1b. Election of Director to serve until the Mgmt For For
next Annual Meeting: Diane C. Bridgewater
1c. Election of Director to serve until the Mgmt For For
next Annual Meeting: Sri Donthi
1d. Election of Director to serve until the Mgmt For For
next Annual Meeting: Donald E. Frieson
1e. Election of Director to serve until the Mgmt For For
next Annual Meeting: Cara K. Heiden
1f. Election of Director to serve until the Mgmt For For
next Annual Meeting: David K. Lenhardt
1g. Election of Director to serve until the Mgmt For For
next Annual Meeting: Darren M. Rebelez
1h. Election of Director to serve until the Mgmt For For
next Annual Meeting: Larree M. Renda
1i. Election of Director to serve until the Mgmt For For
next Annual Meeting: Judy A. Schmeling
1j. Election of Director to serve until the Mgmt For For
next Annual Meeting: Gregory A. Trojan
1k. Election of Director to serve until the Mgmt For For
next Annual Meeting: Allison M. Wing
2. To ratify the appointment of KPMG LLP as Mgmt For For
the independent registered public
accounting firm of the Company for the
fiscal year ending April 30, 2023.
3. To hold an advisory vote on our named Mgmt For For
executive officer compensation.
--------------------------------------------------------------------------------------------------------------------------
CHAMPIONX CORPORATION Agenda Number: 935792590
--------------------------------------------------------------------------------------------------------------------------
Security: 15872M104
Meeting Type: Annual
Meeting Date: 10-May-2023
Ticker: CHX
ISIN: US15872M1045
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Election of Director: Heidi S. Alderman Mgmt For For
1.2 Election of Director: Mamatha Chamarthi Mgmt For For
1.3 Election of Director: Carlos A. Fierro Mgmt For For
1.4 Election of Director: Gary P. Luquette Mgmt For For
1.5 Election of Director: Elaine Pickle Mgmt For For
1.6 Election of Director: Stuart Porter Mgmt For For
1.7 Election of Director: Daniel W. Rabun Mgmt For For
1.8 Election of Director: Sivasankaran Mgmt For For
Somasundaram
1.9 Election of Director: Stephen M. Todd Mgmt For For
2. Amendment of the Certificate of Mgmt For For
Incorporation to Adopt Majority Voting for
Directors in Uncontested Elections
3. Amendment of the Certificate of Mgmt Against Against
Incorporation to Permit Exculpation of
Officers
4. Amendment of the Certificate of Mgmt Against Against
Incorporation to Require Securities Act of
1933 Claims be Brought in Federal Court
5. Ratification of the Appointment of Mgmt For For
PricewaterhouseCoopers LLP as Our
Independent Registered Public Accounting
Firm for 2023
6. Advisory Vote to Approve the Compensation Mgmt For For
of ChampionX's Named Executive Officers for
2022
7. Advisory Vote to Approve the Frequency of Mgmt 1 Year For
the Advisory Vote on the Compensation of
Named Executive Officers
--------------------------------------------------------------------------------------------------------------------------
CHORD ENERGY CORPORATION Agenda Number: 935782866
--------------------------------------------------------------------------------------------------------------------------
Security: 674215207
Meeting Type: Annual
Meeting Date: 26-Apr-2023
Ticker: CHRD
ISIN: US6742152076
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director to serve until the Mgmt Against Against
2024 Annual Meeting: Douglas E. Brooks
1b. Election of Director to serve until the Mgmt For For
2024 Annual Meeting: Daniel E. Brown
1c. Election of Director to serve until the Mgmt For For
2024 Annual Meeting: Susan M. Cunningham
1d. Election of Director to serve until the Mgmt For For
2024 Annual Meeting: Samantha F. Holroyd
1e. Election of Director to serve until the Mgmt For For
2024 Annual Meeting: Paul J. Korus
1f. Election of Director to serve until the Mgmt Against Against
2024 Annual Meeting: Kevin S. McCarthy
1g. Election of Director to serve until the Mgmt Against Against
2024 Annual Meeting: Anne Taylor
1h. Election of Director to serve until the Mgmt For For
2024 Annual Meeting: Cynthia L. Walker
1i. Election of Director to serve until the Mgmt Against Against
2024 Annual Meeting: Marguerite N.
Woung-Chapman
2. To ratify the selection of Mgmt For For
PricewaterhouseCoopers LLP as the Company's
independent registered public accounting
firm for 2023.
3. To approve, on an advisory basis, the Mgmt Against Against
compensation of our named executive
officers as disclosed in the Proxy
Statement.
4. To approve, on an advisory basis, the Mgmt 1 Year For
frequency of future executive compensation
advisory votes.
--------------------------------------------------------------------------------------------------------------------------
CHURCHILL DOWNS INCORPORATED Agenda Number: 935782311
--------------------------------------------------------------------------------------------------------------------------
Security: 171484108
Meeting Type: Annual
Meeting Date: 25-Apr-2023
Ticker: CHDN
ISIN: US1714841087
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Election of Class III Director: Robert L. Mgmt For For
Fealy
1.2 Election of Class III Director: Douglas C. Mgmt For For
Grissom
1.3 Election of Class III Director: Daniel P. Mgmt For For
Harrington
2. To ratify the appointment of Mgmt For For
PricewaterhouseCoopers LLP as the Company's
independent registered public accounting
firm for fiscal year 2023.
3. To conduct an advisory vote to approve Mgmt For For
executive compensation.
4. To conduct an advisory vote on the Mgmt 1 Year For
frequency of holding future advisory votes
on executive compensation.
--------------------------------------------------------------------------------------------------------------------------
CIENA CORPORATION Agenda Number: 935765214
--------------------------------------------------------------------------------------------------------------------------
Security: 171779309
Meeting Type: Annual
Meeting Date: 30-Mar-2023
Ticker: CIEN
ISIN: US1717793095
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Class II Director: Joanne B. Mgmt For For
Olsen
1b. Election of Class II Director: Gary B. Mgmt For For
Smith
2. Ratification of the appointment of Mgmt For For
PricewaterhouseCoopers LLP as our
independent registered public accounting
firm for fiscal 2023.
3. Advisory vote on our named executive Mgmt For For
officer compensation, as described in the
proxy materials.
4. Advisory vote on the frequency of future Mgmt 1 Year For
stockholder advisory votes on our named
executive officer compensation.
--------------------------------------------------------------------------------------------------------------------------
COHERENT CORP. Agenda Number: 935717352
--------------------------------------------------------------------------------------------------------------------------
Security: 19247G107
Meeting Type: Annual
Meeting Date: 16-Nov-2022
Ticker: COHR
ISIN: US19247G1076
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Class Two Director for a Mgmt For For
three-year term to expire at the 2025
Annual Meeting: Enrico Digirolamo
1b. Election of Class Two Director for a Mgmt For For
three-year term to expire at the 2025
Annual Meeting: David L. Motley
1c. Election of Class Two Director for a Mgmt For For
three-year term to expire at the 2025
Annual Meeting: Shaker Sadasivam
1d. Election of Class Two Director for a Mgmt For For
three-year term to expire at the 2025
Annual Meeting: Lisa Neal-Graves
2. Non-binding advisory vote to approve Mgmt For For
compensation paid to named executive
officers in fiscal year 2022.
3. Ratification of the Audit Committee's Mgmt For For
selection of Ernst & Young LLP as the
Company's independent registered public
accounting firm for the fiscal year ending
June 30, 2023.
--------------------------------------------------------------------------------------------------------------------------
COLUMBIA SPORTSWEAR COMPANY Agenda Number: 935839778
--------------------------------------------------------------------------------------------------------------------------
Security: 198516106
Meeting Type: Annual
Meeting Date: 08-Jun-2023
Ticker: COLM
ISIN: US1985161066
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Timothy P. Boyle Mgmt For For
Stephen E. Babson Mgmt For For
Andy D. Bryant Mgmt For For
John W. Culver Mgmt For For
Kevin Mansell Mgmt For For
Ronald E. Nelson Mgmt For For
Christiana Smith Shi Mgmt For For
Sabrina L. Simmons Mgmt For For
Malia H. Wasson Mgmt For For
2. To ratify the selection of Deloitte & Mgmt For For
Touche LLP as our independent registered
public accounting firm for 2023.
3. To approve, by non-binding vote, executive Mgmt For For
compensation.
4. To recommend, by non-binding vote, the Mgmt 1 Year For
frequency of executive compensation votes.
--------------------------------------------------------------------------------------------------------------------------
CONCENTRIX CORPORATION Agenda Number: 935764008
--------------------------------------------------------------------------------------------------------------------------
Security: 20602D101
Meeting Type: Annual
Meeting Date: 23-Mar-2023
Ticker: CNXC
ISIN: US20602D1019
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director for a one-year term Mgmt For For
expiring at the 2024 Annual Meeting: Chris
Caldwell
1b. Election of Director for a one-year term Mgmt For For
expiring at the 2024 Annual Meeting:
Teh-Chien Chou
1c. Election of Director for a one-year term Mgmt For For
expiring at the 2024 Annual Meeting:
LaVerne H. Council
1d. Election of Director for a one-year term Mgmt For For
expiring at the 2024 Annual Meeting:
Jennifer Deason
1e. Election of Director for a one-year term Mgmt For For
expiring at the 2024 Annual Meeting:
Kathryn Hayley
1f. Election of Director for a one-year term Mgmt For For
expiring at the 2024 Annual Meeting:
Kathryn Marinello
1g. Election of Director for a one-year term Mgmt For For
expiring at the 2024 Annual Meeting: Dennis
Polk
1h. Election of Director for a one-year term Mgmt For For
expiring at the 2024 Annual Meeting: Ann
Vezina
2. Ratification of the appointment of KPMG LLP Mgmt For For
as the Company's independent public
registered accounting firm for fiscal year
2023.
3. Approval, on an advisory basis, of the Mgmt For For
compensation of the Company's named
executive officers.
--------------------------------------------------------------------------------------------------------------------------
CONMED CORPORATION Agenda Number: 935826048
--------------------------------------------------------------------------------------------------------------------------
Security: 207410101
Meeting Type: Annual
Meeting Date: 24-May-2023
Ticker: CNMD
ISIN: US2074101013
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Election of Director: David Bronson Mgmt For For
1.2 Election of Director: Brian P. Concannon Mgmt For For
1.3 Election of Director: LaVerne Council Mgmt For For
1.4 Election of Director: Charles M. Farkas Mgmt For For
1.5 Election of Director: Martha Goldberg Mgmt For For
Aronson
1.6 Election of Director: Curt R. Hartman Mgmt For For
1.7 Election of Director: Jerome J. Lande Mgmt For For
1.8 Election of Director: Barbara J. Mgmt For For
Schwarzentraub
1.9 Election of Director: Dr. John L. Workman Mgmt For For
2. Ratification of appointment of Mgmt For For
Pricewaterhouse Coopers, LLP as the
Company's Independent registered accounting
firm for the fiscal year ending December
31, 2023
3. Advisory Vote on Named Executive Officer Mgmt For For
Compensation
4. Advisory Vote on Frequency of Vote on Named Mgmt 1 Year For
Executive Compensation
5. Amend Certificate of Incorporation to Mgmt Against Against
Reflect New Delaware Law Provisions
Regarding Exculpation of Certain Officers
--------------------------------------------------------------------------------------------------------------------------
CYBERARK SOFTWARE LTD. Agenda Number: 935881296
--------------------------------------------------------------------------------------------------------------------------
Security: M2682V108
Meeting Type: Annual
Meeting Date: 28-Jun-2023
Ticker: CYBR
ISIN: IL0011334468
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Re-Election of Class III Director for a Mgmt Against Against
term of three years until the 2026 annual
general meeting: Ron Gutler
1b. Re-Election of Class III Director for a Mgmt For For
term of three years until the 2026 annual
general meeting: Kim Perdikou
1c. Re-Election of Class III Director for a Mgmt For For
term of three years until the 2026 annual
general meeting: Ehud (Udi) Mokady
1d. Election of Class I Director for a term of Mgmt For For
one year until the 2024 annual general
meeting: Matthew Cohen
2. To approve, in accordance with the Mgmt For For
requirements of the Israeli Companies Law,
5759-1999 (the "Companies Law") the
employment terms and compensation package
of the Chief Executive Officer, Matthew
Cohen, including the adoption of an equity
grant plan for the years 2023-2027, for the
grant of performance share units ("PSUs")
and restricted share units ("RSUs").
3. To approve, in accordance with the Mgmt For For
requirements of the Companies Law, the
employment terms of, and a grant of RSUs
and PSUs for 2023 to the Company's
Executive Chairman of the Board, Ehud (Udi)
Mokady.
4. To approve certain amendments to the Mgmt Against Against
articles of association of the Company.
5. To approve the re-appointment of Kost Forer Mgmt For For
Gabbay & Kasierer, registered public
accounting firm, a member firm of Ernst &
Young Global, as the Company's independent
registered public accounting firm for the
year ending December 31, 2023, and until
the Company's 2024 annual general meeting
of shareholders, and to authorize the Board
to fix such accounting firm's annual
compensation.
--------------------------------------------------------------------------------------------------------------------------
DECKERS OUTDOOR CORPORATION Agenda Number: 935691483
--------------------------------------------------------------------------------------------------------------------------
Security: 243537107
Meeting Type: Annual
Meeting Date: 12-Sep-2022
Ticker: DECK
ISIN: US2435371073
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Michael F. Devine, III Mgmt For For
David A. Burwick Mgmt For For
Nelson C. Chan Mgmt For For
Cynthia L. Davis Mgmt For For
Juan R. Figuereo Mgmt For For
Maha S. Ibrahim Mgmt For For
Victor Luis Mgmt For For
Dave Powers Mgmt For For
Lauri M. Shanahan Mgmt For For
Bonita C. Stewart Mgmt For For
2. To ratify the selection of KPMG LLP as our Mgmt For For
independent registered public accounting
firm for our fiscal year ending March 31,
2023.
3. To approve, on a non-binding advisory Mgmt For For
basis, the compensation of our Named
Executive Officers, as disclosed in the
"Compensation Discussion and Analysis"
section of the Proxy Statement.
--------------------------------------------------------------------------------------------------------------------------
DRIVEN BRANDS HOLDINGS INC. Agenda Number: 935794518
--------------------------------------------------------------------------------------------------------------------------
Security: 26210V102
Meeting Type: Annual
Meeting Date: 08-May-2023
Ticker: DRVN
ISIN: US26210V1026
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Chadwick Hume Mgmt Withheld Against
Karen Stroup Mgmt Withheld Against
Peter Swinburn Mgmt Withheld Against
2. Advisory vote to approve the compensation Mgmt Against Against
of our named executive officers.
3. Ratification of the appointment of Mgmt For For
PricewaterhouseCoopers LLP as our
independent registered public accounting
firm for the fiscal year ending December
30, 2023.
--------------------------------------------------------------------------------------------------------------------------
ENDAVA PLC Agenda Number: 935737645
--------------------------------------------------------------------------------------------------------------------------
Security: 29260V105
Meeting Type: Annual
Meeting Date: 12-Dec-2022
Ticker: DAVA
ISIN: US29260V1052
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
O1 To receive and adopt the Company's annual Mgmt For For
accounts for the financial year ended 30
June 2022 and the associated reports of the
Directors and auditors (the "2022 Annual
Report and Accounts").
O2 To approve the Directors' Remuneration Mgmt For For
Report (other than the Directors'
Remuneration Policy referred to in
resolution 3 below) contained in the 2022
Annual Report and Accounts.
O3 To approve the Directors' Remuneration Mgmt Against Against
Policy set out on pages 90 to 103
(inclusive) within the Directors'
Remuneration Report contained in the 2022
Annual Report and Accounts, such
Remuneration Policy to take effect
immediately after the end of the AGM.
O4 To appoint PricewaterhouseCoopers LLP as Mgmt For For
the Company's auditor to act as such until
the conclusion of the next general meeting
of the Company at which the requirements of
section 437 of the Companies Act 2006 (the
"Companies Act") are complied with.
O5 To authorise the Board to determine the Mgmt For For
auditors' remuneration.
O6 To re-elect Mr. J. Cotterell as a Director. Mgmt For For
O7 To re-elect Mr. M. Thurston as a Director. Mgmt Against Against
O8 To re-elect Mr. A. Allan as a Director. Mgmt Against Against
O9 To re-elect Ms. S. Connal as a Director. Mgmt Against Against
O10 To re-elect Mr. B. Druskin as a Director. Mgmt Against Against
O11 To re-elect Mr. D. Pattillo as a Director. Mgmt For For
O12 To re-elect Mr. T. Smith as a Director. Mgmt Against Against
O13 To re-elect Ms. K. Hollister as a Director. Mgmt Against Against
O14 To authorise the Board, generally and Mgmt Against Against
unconditionally for the purpose of section
551 of the Companies Act to allot shares in
the Company or to grant rights to subscribe
for or to convert any security into shares
in the Company up to a maximum aggregate
nominal amount of 3,000,000 for a period
expiring (unless previously renewed, varied
or revoked by the Company in a general
meeting) five years after the date on which
the resolution is passed.
S15 Subject to the passing of resolution 14, to Mgmt Against Against
empower the Board generally pursuant to
section 570(1) and section 573 of the
Companies Act to allot equity securities
(as defined in section 560 of the Companies
Act) for cash pursuant to the general
authority conferred on them by resolution
14 as if section 561(1) of the Companies
Act did not apply to that allotment,
provided that such power, inter alia, (i)
is limited to the allotment of equity
securities up to a maximum aggregate
nominal ...(due to space limits, see proxy
material for full proposal).
--------------------------------------------------------------------------------------------------------------------------
ENVISTA HOLDINGS CORPORATION Agenda Number: 935804737
--------------------------------------------------------------------------------------------------------------------------
Security: 29415F104
Meeting Type: Annual
Meeting Date: 23-May-2023
Ticker: NVST
ISIN: US29415F1049
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Kieran T. Gallahue Mgmt For For
Barbara Hulit Mgmt For For
Amir Aghdaei Mgmt For For
Vivek Jain Mgmt For For
Daniel Raskas Mgmt Withheld Against
2. To ratify the selection of Ernst and Young Mgmt For For
LLP as Envista's independent registered
public accounting firm for the year ending
December 31, 2023.
3. To approve on an advisory basis Envista's Mgmt For For
named executive officer compensation.
--------------------------------------------------------------------------------------------------------------------------
EVOLENT HEALTH, INC. Agenda Number: 935843513
--------------------------------------------------------------------------------------------------------------------------
Security: 30050B101
Meeting Type: Annual
Meeting Date: 08-Jun-2023
Ticker: EVH
ISIN: US30050B1017
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Craig Barbarosh Mgmt For For
1b. Election of Director: Seth Blackley Mgmt For For
1c. Election of Director: M. Bridget Duffy, MD Mgmt For For
1d. Election of Director: Peter Grua Mgmt For For
1e. Election of Director: Diane Holder Mgmt Against Against
1f. Election of Director: Richard Jelinek Mgmt For For
1g. Election of Director: Kim Keck Mgmt For For
1h. Election of Director: Cheryl Scott Mgmt For For
1i. Election of Director: Tunde Sotunde, MD Mgmt For For
2. Proposal to ratify the appointment of Mgmt For For
Deloitte & Touche LLP as our independent
registered public accounting firm for the
fiscal year ending December 31, 2023.
3. Proposal to approve the compensation of our Mgmt For For
named executive officers for 2022 on an
advisory basis.
4. Proposal to approve an amendment to the Mgmt For For
Amended and Restated Evolent Health, Inc.
2015 Omnibus Incentive Compensation Plan.
--------------------------------------------------------------------------------------------------------------------------
EXLSERVICE HOLDINGS, INC. Agenda Number: 935849705
--------------------------------------------------------------------------------------------------------------------------
Security: 302081104
Meeting Type: Annual
Meeting Date: 20-Jun-2023
Ticker: EXLS
ISIN: US3020811044
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Vikram Pandit Mgmt For For
1b. Election of Director: Rohit Kapoor Mgmt For For
1c. Election of Director: Andreas Fibig Mgmt For For
1d. Election of Director: Som Mittal Mgmt For For
1e. Election of Director: Kristy Pipes Mgmt For For
1f. Election of Director: Nitin Sahney Mgmt For For
1g. Election of Director: Jaynie Studenmund Mgmt For For
2. The ratification of the selection of Mgmt For For
Deloitte & Touche LLP as the independent
registered public accounting firm of the
Company for fiscal year 2023.
3. The approval, on a non-binding advisory Mgmt For For
basis, of the compensation of the named
executive officers of the Company.
4. The approval, on a non-binding advisory Mgmt 1 Year For
basis, of the frequency of our future
non-binding advisory votes approving the
compensation of the named executive
officers of the Company.
5. The approval of an Amendment to our Amended Mgmt For For
and Restated Certificate of Incorporation
to effect a 5-for-1 "forward" stock split
with a corresponding increase in the
authorized number of shares of our common
stock.
6. The approval of an Amendment to our Amended Mgmt For For
and Restated Certificate of Incorporation
to allow for the removal of directors with
or without cause by the affirmative vote of
holders of a majority of the total
outstanding shares of our common stock.
--------------------------------------------------------------------------------------------------------------------------
FIVE BELOW, INC. Agenda Number: 935852182
--------------------------------------------------------------------------------------------------------------------------
Security: 33829M101
Meeting Type: Annual
Meeting Date: 13-Jun-2023
Ticker: FIVE
ISIN: US33829M1018
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Joel D. Anderson Mgmt For For
1b. Election of Director: Kathleen S. Barclay Mgmt Against Against
1c. Election of Director: Thomas M. Ryan Mgmt Against Against
2. To ratify the appointment of KPMG LLP as Mgmt For For
the Company's independent registered public
accounting firm for the current fiscal year
ending February 3, 2024.
3. To approve, by non-binding advisory vote, Mgmt For For
the Company's Named Executive Officer
compensation.
4. To approve an amendment to the Company's Mgmt Against Against
Amended and Restated Bylaws to limit the
liability of officers.
5. To approve an amendment to the Company's Mgmt For For
Amended and Restated Bylaws to amend the
limitation of liability of directors
provision.
--------------------------------------------------------------------------------------------------------------------------
FORWARD AIR CORPORATION Agenda Number: 935792463
--------------------------------------------------------------------------------------------------------------------------
Security: 349853101
Meeting Type: Annual
Meeting Date: 09-May-2023
Ticker: FWRD
ISIN: US3498531017
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Ronald W. Allen Mgmt For For
Ana B. Amicarella Mgmt For For
Valerie A. Bonebrake Mgmt For For
C. Robert Campbell Mgmt For For
R. Craig Carlock Mgmt For For
G. Michael Lynch Mgmt For For
George S. Mayes, Jr. Mgmt For For
Chitra Nayak Mgmt For For
Scott M. Niswonger Mgmt For For
Javier Polit Mgmt For For
Thomas Schmitt Mgmt For For
Laurie A. Tucker Mgmt For For
2. To ratify the appointment of Ernst & Young Mgmt For For
LLP as the independent registered public
accounting firm of the Company.
3. To approve, on a non-binding, advisory Mgmt For For
basis, the compensation of the named
executive officers (the "say on pay vote").
4. To approve, on a non-binding advisory Mgmt 1 Year For
basis, whether future say on pay votes
should occur every one, two or three years
(the "say on frequency vote").
--------------------------------------------------------------------------------------------------------------------------
FTI CONSULTING, INC. Agenda Number: 935830934
--------------------------------------------------------------------------------------------------------------------------
Security: 302941109
Meeting Type: Annual
Meeting Date: 07-Jun-2023
Ticker: FCN
ISIN: US3029411093
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Brenda J. Bacon Mgmt For For
1b. Election of Director: Mark S. Bartlett Mgmt For For
1c. Election of Director: Elsy Boglioli Mgmt For For
1d. Election of Director: Claudio Costamagna Mgmt For For
1e. Election of Director: Nicholas C. Mgmt For For
Fanandakis
1f. Election of Director: Steven H. Gunby Mgmt For For
1g. Election of Director: Gerard E. Holthaus Mgmt For For
1h. Election of Director: Stephen C. Robinson Mgmt For For
1i. Election of Director: Laureen E. Seeger Mgmt For For
2. Ratify the appointment of KPMG LLP as FTI Mgmt For For
Consulting, Inc.'s independent registered
public accounting firm for the year ending
December 31, 2023.
3. Vote on an advisory (non-binding) Mgmt For For
resolution to approve the compensation of
the named executive officers for the year
ended December 31, 2022 as described in the
Proxy Statement.
4. Conduct advisory (non-binding) vote on Mgmt 1 Year For
frequency of advisory (non-binding) votes
on executive compensation.
--------------------------------------------------------------------------------------------------------------------------
GENTEX CORPORATION Agenda Number: 935805880
--------------------------------------------------------------------------------------------------------------------------
Security: 371901109
Meeting Type: Annual
Meeting Date: 18-May-2023
Ticker: GNTX
ISIN: US3719011096
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Mr. Joseph Anderson Mgmt Withheld Against
Ms. Leslie Brown Mgmt Withheld Against
Mr. Garth Deur Mgmt For For
Mr. Steve Downing Mgmt For For
Mr. Gary Goode Mgmt Withheld Against
Mr. Richard Schaum Mgmt For For
Ms. Kathleen Starkoff Mgmt For For
Mr. Brian Walker Mgmt For For
Dr. Ling Zang Mgmt For For
2. To ratify the appointment of Ernst & Young Mgmt For For
LLP as the Company's auditors for the
fiscal year ending December 31, 2023.
3. To approve, on an advisory basis, Mgmt For For
compensation of the Company's named
executive officers.
4. To determine, on an advisory basis, whether Mgmt 1 Year Against
future shareholder advisory votes on named
executive officer compensation should occur
every one, two, or three years.
--------------------------------------------------------------------------------------------------------------------------
GLACIER BANCORP, INC. Agenda Number: 935788159
--------------------------------------------------------------------------------------------------------------------------
Security: 37637Q105
Meeting Type: Annual
Meeting Date: 26-Apr-2023
Ticker: GBCI
ISIN: US37637Q1058
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
David C. Boyles Mgmt For For
Robert A. Cashell, Jr. Mgmt For For
Randall M. Chesler Mgmt For For
Sherry L. Cladouhos Mgmt For For
Jesus T. Espinoza Mgmt For For
Annie M. Goodwin Mgmt For For
Kristen L. Heck Mgmt For For
Michael B. Hormaechea Mgmt For For
Craig A. Langel Mgmt For For
Douglas J. McBride Mgmt For For
2. To vote on an advisory (non-binding) Mgmt For For
resolution to approve the compensation of
the Company's named executive officers.
3. To vote, in an advisory (non-binding) Mgmt 1 Year For
capacity, on the frequency of future
advisory votes on the compensation of the
Company's named executive officers.
4. To ratify the appointment of FORVIS, LLP as Mgmt For For
the Company's independent registered public
accounting firm for the fiscal year ending
December 31, 2023.
--------------------------------------------------------------------------------------------------------------------------
HALOZYME THERAPEUTICS, INC. Agenda Number: 935782121
--------------------------------------------------------------------------------------------------------------------------
Security: 40637H109
Meeting Type: Annual
Meeting Date: 05-May-2023
Ticker: HALO
ISIN: US40637H1095
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Class I Director: Bernadette Mgmt For For
Connaughton
1B. Election of Class I Director: Moni Mgmt For For
Miyashita
1C. Election of Class I Director: Matthew L. Mgmt For For
Posard
2. To approve, by a non-binding advisory vote, Mgmt For For
the compensation of the Company's named
executive officers.
3. To recommend, by non-binding vote, the Mgmt 1 Year For
frequency of executive compensation votes.
4. To ratify the selection of Ernst & Young Mgmt For For
LLP as the Company's independent registered
public accounting firm for the fiscal year
ending December 31, 2023.
--------------------------------------------------------------------------------------------------------------------------
HAMILTON LANE INCORPORATED Agenda Number: 935689767
--------------------------------------------------------------------------------------------------------------------------
Security: 407497106
Meeting Type: Annual
Meeting Date: 01-Sep-2022
Ticker: HLNE
ISIN: US4074971064
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Hartley R. Rogers Mgmt Withheld Against
Mario L. Giannini Mgmt Withheld Against
2. Advisory, non-binding vote to approve named Mgmt For For
executive officer compensation.
3. To approve Amendment No. 2 to the Hamilton Mgmt For For
Lane Incorporated 2017 Equity Incentive
Plan.
4. To ratify the appointment of Ernst & Young Mgmt For For
LLP as our independent registered public
accounting firm for our fiscal year ending
March 31, 2023.
--------------------------------------------------------------------------------------------------------------------------
HEICO CORPORATION Agenda Number: 935761406
--------------------------------------------------------------------------------------------------------------------------
Security: 422806109
Meeting Type: Annual
Meeting Date: 17-Mar-2023
Ticker: HEI
ISIN: US4228061093
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Thomas M. Culligan Mgmt For For
Carol F. Fine Mgmt For For
Adolfo Henriques Mgmt For For
Mark H. Hildebrandt Mgmt Withheld Against
Eric A. Mendelson Mgmt For For
Laurans A. Mendelson Mgmt For For
Victor H. Mendelson Mgmt For For
Julie Neitzel Mgmt For For
Dr. Alan Schriesheim Mgmt Withheld Against
Frank J. Schwitter Mgmt For For
2. ADVISORY APPROVAL OF THE COMPANY'S Mgmt For For
EXECUTIVE COMPENSATION.
3. ADVISORY VOTE ON THE FREQUENCY OF HOLDING Mgmt 1 Year For
FUTURE ADVISORY VOTES ON EXECUTIVE
COMPENSATION.
4. RATIFICATION OF THE APPOINTMENT OF DELOITTE Mgmt For For
& TOUCHE LLP AS THE COMPANY'S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
FISCAL YEAR ENDING OCTOBER 31, 2023.
--------------------------------------------------------------------------------------------------------------------------
HELEN OF TROY LIMITED Agenda Number: 935684058
--------------------------------------------------------------------------------------------------------------------------
Security: G4388N106
Meeting Type: Annual
Meeting Date: 24-Aug-2022
Ticker: HELE
ISIN: BMG4388N1065
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Julien R. Mininberg Mgmt For For
1b. Election of Director: Timothy F. Meeker Mgmt For For
1c. Election of Director: Krista L. Berry Mgmt For For
1d. Election of Director: Vincent D. Carson Mgmt For For
1e. Election of Director: Thurman K. Case Mgmt For For
1f. Election of Director: Tabata L. Gomez Mgmt For For
1g. Election of Director: Elena B. Otero Mgmt For For
1h. Election of Director: Beryl B. Raff Mgmt For For
1i. Election of Director: Darren G. Woody Mgmt For For
2. To provide advisory approval of the Mgmt For For
Company's executive compensation.
3. To appoint Grant Thornton LLP as the Mgmt For For
Company's auditor and independent
registered public accounting firm to serve
for the 2023 fiscal year and to authorize
the Audit Committee of the Board of
Directors to set the auditor's
remuneration.
--------------------------------------------------------------------------------------------------------------------------
HEXCEL CORPORATION Agenda Number: 935788729
--------------------------------------------------------------------------------------------------------------------------
Security: 428291108
Meeting Type: Annual
Meeting Date: 04-May-2023
Ticker: HXL
ISIN: US4282911084
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Nick L. Stanage Mgmt For For
1b. Election of Director: Jeffrey C. Campbell Mgmt For For
1c. Election of Director: Cynthia M. Egnotovich Mgmt For For
1d. Election of Director: Thomas A. Gendron Mgmt For For
1e. Election of Director: Dr. Jeffrey A. Graves Mgmt For For
1f. Election of Director: Guy C. Hachey Mgmt For For
1g. Election of Director: Dr. Marilyn L. Minus Mgmt For For
1h. Election of Director: Catherine A. Suever Mgmt For For
2. Advisory non-binding vote to approve 2022 Mgmt For For
executive compensation.
3. Advisory non-binding vote to approve the Mgmt 1 Year For
frequency of the stockholder vote to
approve executive compensation.
4. Ratification of the appointment of Ernst & Mgmt For For
Young LLP as the independent registered
public accounting firm for 2023.
--------------------------------------------------------------------------------------------------------------------------
INGERSOLL RAND INC. Agenda Number: 935856635
--------------------------------------------------------------------------------------------------------------------------
Security: 45687V106
Meeting Type: Annual
Meeting Date: 15-Jun-2023
Ticker: IR
ISIN: US45687V1061
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Vicente Reynal Mgmt For For
1b. Election of Director: William P. Donnelly Mgmt For For
1c. Election of Director: Kirk E. Arnold Mgmt Against Against
1d. Election of Director: Gary D. Forsee Mgmt For For
1e. Election of Director: Jennifer Hartsock Mgmt Against Against
1f. Election of Director: John Humphrey Mgmt For For
1g. Election of Director: Marc E. Jones Mgmt Against Against
1h. Election of Director: Mark Stevenson Mgmt Against Against
1i. Election of Director: Michael Stubblefield Mgmt For For
1j. Election of Director: Tony L. White Mgmt Against Against
2. Ratification of the appointment of Deloitte Mgmt For For
& Touche LLP as our independent registered
public accounting firm for 2023.
3. Non-binding vote to approve executive Mgmt Against Against
compensation.
4. Non-binding vote on the frequency of future Mgmt 1 Year For
votes to approve executive compensation.
--------------------------------------------------------------------------------------------------------------------------
INSULET CORPORATION Agenda Number: 935805195
--------------------------------------------------------------------------------------------------------------------------
Security: 45784P101
Meeting Type: Annual
Meeting Date: 23-May-2023
Ticker: PODD
ISIN: US45784P1012
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Luciana Borio Mgmt For For
Michael R. Minogue Mgmt For For
Corinne H. Nevinny Mgmt For For
2. To approve, on a non-binding, advisory Mgmt For For
basis, the compensation of certain
executive officers.
3. To approve, on a non-binding, advisory Mgmt 1 Year For
basis, the frequency of future advisory
votes to approve the compensation of
certain executive officers.
4. To ratify the appointment of Grant Thornton Mgmt For For
LLP as the Company's independent registered
public accounting firm for the fiscal year
ending December 31, 2023.
--------------------------------------------------------------------------------------------------------------------------
KBR, INC. Agenda Number: 935803658
--------------------------------------------------------------------------------------------------------------------------
Security: 48242W106
Meeting Type: Annual
Meeting Date: 17-May-2023
Ticker: KBR
ISIN: US48242W1062
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Mark E. Baldwin Mgmt For For
1b. Election of Director: Stuart J. B. Bradie Mgmt For For
1c. Election of Director: Lynn A. Dugle Mgmt For For
1d. Election of Director: General Lester L. Mgmt For For
Lyles, USAF (Ret.)
1e. Election of Director: Sir John A. Manzoni Mgmt For For
KCB
1f. Election of Director: Lt. General Wendy M. Mgmt For For
Masiello, USAF (Ret.)
1g. Election of Director: Jack B. Moore Mgmt For For
1h. Election of Director: Ann D. Pickard Mgmt For For
1i. Election of Director: Carlos A. Sabater Mgmt For For
1j. Election of Director: Lt. General Vincent Mgmt Abstain
R. Stewart, USMC (Ret.)
2. Advisory vote to approve KBR's named Mgmt For For
executive officer compensation.
3. Advisory vote on the frequency of advisory Mgmt 1 Year For
votes on KBR's named executive officer
compensation.
4. Ratify the appointment of KPMG LLP as the Mgmt For For
independent registered public accounting
firm to audit the consolidated financial
statements for KBR, Inc. as of and for the
year ending December 29, 2023.
--------------------------------------------------------------------------------------------------------------------------
KINSALE CAPITAL GROUP, INC. Agenda Number: 935821113
--------------------------------------------------------------------------------------------------------------------------
Security: 49714P108
Meeting Type: Annual
Meeting Date: 25-May-2023
Ticker: KNSL
ISIN: US49714P1084
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Michael P. Kehoe Mgmt For For
1b. Election of Director: Steven J. Bensinger Mgmt For For
1c. Election of Director: Teresa P. Chia Mgmt For For
1d. Election of Director: Robert V. Hatcher, Mgmt For For
III
1e. Election of Director: Anne C. Kronenberg Mgmt For For
1f. Election of Director: Robert Lippincott, Mgmt For For
III
1g. Election of Director: James J. Ritchie Mgmt For For
1h. Election of Director: Frederick L. Russell, Mgmt For For
Jr.
1i. Election of Director: Gregory M. Share Mgmt For For
2. Advisory vote to approve executive Mgmt For For
compensation.
3. Ratification of the appointment of KPMG LLP Mgmt For For
as Independent Registered Public Accounting
Firm for fiscal year 2023.
--------------------------------------------------------------------------------------------------------------------------
LIGHT & WONDER, INC. Agenda Number: 935847802
--------------------------------------------------------------------------------------------------------------------------
Security: 80874P109
Meeting Type: Annual
Meeting Date: 07-Jun-2023
Ticker: LNW
ISIN: US80874P1093
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Jamie R. Odell Mgmt For For
Matthew R. Wilson Mgmt For For
Antonia Korsanos Mgmt For For
Hamish R. McLennan Mgmt Withheld Against
Stephen Morro Mgmt Withheld Against
Michael J. Regan Mgmt For For
Virginia E. Shanks Mgmt Withheld Against
Timothy Throsby Mgmt For For
Maria T. Vullo Mgmt For For
Kneeland C. Youngblood Mgmt Withheld Against
2. To approve, on an advisory basis, the Mgmt Against Against
compensation of the Company's named
executive officers.
3. To indicate on an advisory basis, whether Mgmt 1 Year For
the advisory vote on compensation of the
Company's named executive officers should
take place every year, every two years or
every three years.
4. To ratify the appointment of Deloitte & Mgmt For For
Touche LLP as the Company's independent
registered public accounting firm for the
fiscal year ending December 31, 2023.
--------------------------------------------------------------------------------------------------------------------------
LIVANOVA PLC Agenda Number: 935853235
--------------------------------------------------------------------------------------------------------------------------
Security: G5509L101
Meeting Type: Annual
Meeting Date: 12-Jun-2023
Ticker: LIVN
ISIN: GB00BYMT0J19
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Francesco Bianchi Mgmt For For
1b. Election of Director: Stacy Enxing Seng Mgmt For For
1c. Election of Director: William Kozy Mgmt For For
1d. Election of Director: Daniel Moore Mgmt For For
1e. Election of Director: Dr. Sharon O'Kane Mgmt For For
1f. Election of Director: Andrea Saia Mgmt For For
1g. Election of Director: Todd Schermerhorn Mgmt For For
1h. Election of Director: Brooke Story Mgmt For For
1i. Election of Director: Peter Wilver Mgmt For For
2. Ordinary Resolution: To approve, on an Mgmt For For
advisory basis, the Company's compensation
of its named executive officers ("US
Say-on-Pay").
3. Ordinary Resolution: To ratify the Mgmt For For
appointment of PricewaterhouseCoopers LLP,
a Delaware limited liability partnership
("PwC-US"), as the Company's independent
registered public accounting firm for 2023.
4. Ordinary Resolution: To approve the Amended Mgmt For For
and Restated LivaNova PLC 2022 Incentive
Award Plan.
5. Ordinary Resolution: To generally and Mgmt For For
unconditionally authorize the directors,
for the purposes of section 551 of the
Companies Act 2006 (the "Companies Act") to
exercise all powers of the Company to allot
shares in the Company and to grant rights
to subscribe for, or to convert any
security into, shares in the Company up to
an aggregate nominal amount of 10,770,848,
provided that: (A) (unless previously
revoked, varied or renewed by the Company)
this authority will expire at the end
...(due to space limits, see proxy material
for full proposal).
6. Special Resolution: Subject to the passing Mgmt For For
of resolution 5 and in accordance with
sections 570 and 573 of the Companies Act,
to empower the directors generally to allot
equity securities (as defined in section
560 of the Companies Act) for cash pursuant
to the authority conferred by resolution 5,
and/or to sell Ordinary Shares (as defined
in section 560 of the Companies Act) held
by the Company as treasury shares for cash,
in each case as if section 561 of the
Companies Act (existing shareholders'
...(due to space limits, see proxy material
for full proposal).
7. Ordinary Resolution: To approve, on an Mgmt For For
advisory basis, the United Kingdom ("UK")
directors' remuneration report in the form
set out in the Company's UK annual report
(the "UK Annual Report") for the period
ended December 31, 2022.
8. Ordinary Resolution: To receive and adopt Mgmt For For
the Company's audited UK statutory accounts
for the year ended December 31, 2022,
together with the reports of the directors
and auditors thereon.
9. Ordinary Resolution: To re-appoint Mgmt For For
PricewaterhouseCoopers LLP, a limited
liability partnership organized under the
laws of England ("PwC-UK"), as the
Company's UK statutory auditor for 2023.
10. Ordinary Resolution: To authorize the Mgmt For For
directors and/or the Audit and Compliance
Committee to determine the remuneration of
the Company's UK statutory auditor.
--------------------------------------------------------------------------------------------------------------------------
MAGNOLIA OIL & GAS CORPORATION Agenda Number: 935783553
--------------------------------------------------------------------------------------------------------------------------
Security: 559663109
Meeting Type: Annual
Meeting Date: 03-May-2023
Ticker: MGY
ISIN: US5596631094
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Christopher G. Mgmt For For
Stavros
1b. Election of Director: Arcilia C. Acosta Mgmt Withheld Against
1c. Election of Director: Angela M. Busch Mgmt Withheld Against
1d. Election of Director: Edward P. Djerejian Mgmt Withheld Against
1e. Election of Director: James R. Larson Mgmt Withheld Against
1f. Election of Director: Dan F. Smith Mgmt For For
1g. Election of Director: John B. Walker Mgmt For For
2. Approval of the advisory, non-binding Mgmt For For
resolution regarding the compensation of
our named executive officers for 2022
("say-on-pay vote")
3. Ratification of appointment of KPMG LLP as Mgmt For For
our independent registered public
accounting firm for the 2023 fiscal year
--------------------------------------------------------------------------------------------------------------------------
MATADOR RESOURCES COMPANY Agenda Number: 935841470
--------------------------------------------------------------------------------------------------------------------------
Security: 576485205
Meeting Type: Annual
Meeting Date: 09-Jun-2023
Ticker: MTDR
ISIN: US5764852050
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Joseph Wm. Foran Mgmt For For
1b. Election of Director: Reynald A. Baribault Mgmt Against Against
1c. Election of Director: Timothy E. Parker Mgmt For For
1d. Election of Director: Shelley F. Appel Mgmt For For
2. Advisory vote to approve the compensation Mgmt For For
of the Company's named executive officers.
3. Ratification of the appointment of KPMG LLP Mgmt For For
as the Company's independent registered
public accounting firm for the year ending
December 31, 2023.
--------------------------------------------------------------------------------------------------------------------------
MONOLITHIC POWER SYSTEMS, INC. Agenda Number: 935853069
--------------------------------------------------------------------------------------------------------------------------
Security: 609839105
Meeting Type: Annual
Meeting Date: 15-Jun-2023
Ticker: MPWR
ISIN: US6098391054
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Election of Director: Victor K. Lee Mgmt For For
1.2 Election of Director: James C. Moyer Mgmt For For
2. Ratify the appointment of Ernst & Young LLP Mgmt For For
as our independent registered public
accounting firm for the year ending
December 31, 2023.
3. Approve, on an advisory basis, the 2022 Mgmt Against Against
executive compensation.
4. Recommend, on an advisory basis, the Mgmt 1 Year For
frequency of future advisory votes on the
executive compensation.
5. Approve the amendment and restatement of Mgmt For For
the Monolithic Power Systems, Inc. 2004
Employee Stock Purchase Plan.
--------------------------------------------------------------------------------------------------------------------------
MORNINGSTAR, INC. Agenda Number: 935785139
--------------------------------------------------------------------------------------------------------------------------
Security: 617700109
Meeting Type: Annual
Meeting Date: 12-May-2023
Ticker: MORN
ISIN: US6177001095
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Joe Mansueto Mgmt For For
1b. Election of Director: Kunal Kapoor Mgmt For For
1c. Election of Director: Robin Diamonte Mgmt For For
1d. Election of Director: Cheryl Francis Mgmt For For
1e. Election of Director: Steve Joynt Mgmt Against Against
1f. Election of Director: Steve Kaplan Mgmt For For
1g. Election of Director: Gail Landis Mgmt For For
1h. Election of Director: Bill Lyons Mgmt For For
1i. Election of Director: Doniel Sutton Mgmt For For
1j. Election of Director: Caroline Tsay Mgmt For For
2. Advisory vote to approve executive Mgmt For For
compensation.
3. Advisory Vote to Approve Frequency of Votes Mgmt 1 Year For
on Executive Compensation.
4. Ratification of the appointment of KPMG LLP Mgmt For For
as Morningstar's independent registered
public accounting firm for 2023.
--------------------------------------------------------------------------------------------------------------------------
NATERA, INC. Agenda Number: 935840529
--------------------------------------------------------------------------------------------------------------------------
Security: 632307104
Meeting Type: Annual
Meeting Date: 09-Jun-2023
Ticker: NTRA
ISIN: US6323071042
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Rowan Chapman Mgmt For For
Herm Rosenman Mgmt For For
Jonathan Sheena Mgmt For For
2. To ratify the appointment of Ernst & Young Mgmt For For
LLP as Natera, Inc.'s independent
registered public accounting firm for the
fiscal year ending December 31, 2023.
3. To approve, on an advisory (non-binding) Mgmt For For
basis, the compensation of Natera, Inc.'s
named executive officers as disclosed in
the proxy statement.
--------------------------------------------------------------------------------------------------------------------------
NOV INC. Agenda Number: 935812304
--------------------------------------------------------------------------------------------------------------------------
Security: 62955J103
Meeting Type: Annual
Meeting Date: 17-May-2023
Ticker: NOV
ISIN: US62955J1034
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director for a term of one Mgmt For For
year: Clay C. Williams
1b. Election of Director for a term of one Mgmt For For
year: Greg L. Armstrong
1c. Election of Director for a term of one Mgmt For For
year: Marcela E. Donadio
1d. Election of Director for a term of one Mgmt For For
year: Ben A. Guill
1e. Election of Director for a term of one Mgmt For For
year: David D. Harrison
1f. Election of Director for a term of one Mgmt For For
year: Eric L. Mattson
1g. Election of Director for a term of one Mgmt For For
year: William R. Thomas
1h. Election of Director for a term of one Mgmt For For
year: Robert S. Welborn
2. To ratify the appointment of Ernst & Young Mgmt For For
LLP as independent auditors of the Company
for 2023.
3. To approve, on an advisory basis, the Mgmt For For
compensation of our named executive
officers.
4. To approve, on an advisory basis, the Mgmt 1 Year For
frequency of the advisory vote on named
executive officer compensation.
5. To approve an amendment and restatement of Mgmt Against Against
our Sixth Amended and Restated Certificate
of Incorporation to provide for exculpation
of liability for officers of the Company.
--------------------------------------------------------------------------------------------------------------------------
NOVA LTD. Agenda Number: 935828802
--------------------------------------------------------------------------------------------------------------------------
Security: M7516K103
Meeting Type: Annual
Meeting Date: 18-May-2023
Ticker: NVMI
ISIN: IL0010845571
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Re-election of Director to hold office Mgmt For For
until next annual general meeting: Eitan
Oppenhaim
1b. Re-election of Director to hold office Mgmt For For
until next annual general meeting: Avi
Cohen
1c. Re-election of Director to hold office Mgmt Against Against
until next annual general meeting: Raanan
Cohen
1d. Re-election of Director to hold office Mgmt For For
until next annual general meeting: Sarit
Sagiv
1e. Re-election of Director to hold office Mgmt For For
until next annual general meeting: Zehava
Simon
1f. Election of Director to hold office until Mgmt For For
next annual general meeting: Yaniv Garty
2. Approval of the employment terms of Mr. Mgmt For For
Gabriel Waisman as the new President and
Chief Executive Officer of the Company.
2a. Are you a controlling shareholder in the Mgmt Against
Company, or have a personal interest in the
approval of this Proposal? Please note: If
you do not mark either Yes or No, these
shares will not be voted for Proposal No.
2. Mark "for" = yes or "against" = no
3. Approval of additional termination terms of Mgmt For For
Mr. Eitan Oppenhaim, from his current
position as the President and Chief
Executive Officer of the Company.
4. Approval of amendments to the compensation Mgmt For For
scheme of directors.
5. Approval and ratification of the Mgmt For For
re-appointment of Kost Forer Gabbay &
Kasierer, a member of Ernst & Young, as the
independent auditors of the Company for the
period ending at the close of the next
annual general meeting.
--------------------------------------------------------------------------------------------------------------------------
PAGERDUTY, INC. Agenda Number: 935848272
--------------------------------------------------------------------------------------------------------------------------
Security: 69553P100
Meeting Type: Annual
Meeting Date: 14-Jun-2023
Ticker: PD
ISIN: US69553P1003
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Sameer Dholakia Mgmt Withheld Against
William Losch Mgmt For For
Jennifer Tejada Mgmt For For
2. To ratify the selection of Ernst & Young Mgmt For For
LLP by the Audit Committee of the Board of
Directors as the independent registered
public accounting firm of the Company for
its fiscal year ending January 31, 2024.
3. To conduct an advisory, non-binding vote to Mgmt Against Against
approve the compensation of our named
executive officers.
--------------------------------------------------------------------------------------------------------------------------
PARAGON 28, INC Agenda Number: 935800664
--------------------------------------------------------------------------------------------------------------------------
Security: 69913P105
Meeting Type: Annual
Meeting Date: 17-May-2023
Ticker: FNA
ISIN: US69913P1057
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Quentin Blackford Mgmt Withheld Against
Alf Grunwald Mgmt For For
Stephen Oesterle, M.D. Mgmt Withheld Against
2. Approve an Amendment to the Paragon 28, Mgmt For For
Inc. Amended and Restated Certificate of
Incorporation to Declassify the Board of
Directors commencing with the 2028 annual
meeting of stockholders.
3. Approve an Amendment to the Paragon 28, Mgmt For For
Inc. Amended and Restated Certificate of
Incorporation to remove Super majority
Voting Requirements from and after the 2028
annual meeting of stockholders.
4. Ratify the Appointment of Deloitte & Touche Mgmt For For
LLP as the Company's Independent Registered
Public Accounting Firm for the Fiscal Year
Ending December 31, 2023.
--------------------------------------------------------------------------------------------------------------------------
PARSONS CORPORATION Agenda Number: 935773627
--------------------------------------------------------------------------------------------------------------------------
Security: 70202L102
Meeting Type: Annual
Meeting Date: 18-Apr-2023
Ticker: PSN
ISIN: US70202L1026
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Letitia A. Long Mgmt For For
Harry T. McMahon Mgmt For For
Carey A. Smith Mgmt For For
2. Ratification of appointment of PwC as the Mgmt For For
Company's independent registered accounting
firm for fiscal year December 31, 2023.
3. To approve, by non-binding advisory vote, Mgmt For For
the compensation program for the Company's
named executive officers, as disclosed in
the Compensation Discussion and Analysis of
the proxy statement.
--------------------------------------------------------------------------------------------------------------------------
PAYLOCITY HOLDING CORPORATION Agenda Number: 935720361
--------------------------------------------------------------------------------------------------------------------------
Security: 70438V106
Meeting Type: Annual
Meeting Date: 01-Dec-2022
Ticker: PCTY
ISIN: US70438V1061
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Steven R. Beauchamp Mgmt For For
Virginia G. Breen Mgmt For For
Robin L. Pederson Mgmt For For
Andres D. Reiner Mgmt For For
Kenneth B. Robinson Mgmt For For
Ronald V. Waters III Mgmt For For
Toby J. Williams Mgmt For For
2. Ratification of the appointment of KPMG LLP Mgmt For For
as the Company's independent registered
public accounting firm for the fiscal year
ending June 30, 2023.
3. Advisory vote to approve compensation of Mgmt For For
named executive officers.
4. Frequency of advisory vote to approve the Mgmt 1 Year For
compensation of named executive officers.
--------------------------------------------------------------------------------------------------------------------------
PERFORMANCE FOOD GROUP COMPANY Agenda Number: 935719801
--------------------------------------------------------------------------------------------------------------------------
Security: 71377A103
Meeting Type: Annual
Meeting Date: 16-Nov-2022
Ticker: PFGC
ISIN: US71377A1034
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: George L. Holm Mgmt For For
1b. Election of Director: Manuel A. Fernandez Mgmt For For
1c. Election of Director: Barbara J. Beck Mgmt For For
1d. Election of Director: William F. Dawson Jr. Mgmt For For
1e. Election of Director: Laura Flanagan Mgmt For For
1f. Election of Director: Matthew C. Flanigan Mgmt For For
1g. Election of Director: Kimberly S. Grant Mgmt For For
1h. Election of Director: Jeffrey M. Overly Mgmt For For
1i. Election of Director: David V. Singer Mgmt For For
1j. Election of Director: Randall N. Spratt Mgmt For For
1k. Election of Director: Warren M. Thompson Mgmt For For
2. To ratify the appointment of Deloitte & Mgmt For For
Touche LLP as our independent registered
public accounting firm for fiscal 2023.
3. To approve, in a non-binding advisory vote, Mgmt For For
the compensation paid to our named
executive officers.
4. To approve, in a non-binding advisory vote, Mgmt 1 Year For
the frequency of stockholder non-binding
advisory votes approving the compensation
of our named executive officers.
--------------------------------------------------------------------------------------------------------------------------
PLANET FITNESS, INC. Agenda Number: 935786989
--------------------------------------------------------------------------------------------------------------------------
Security: 72703H101
Meeting Type: Annual
Meeting Date: 01-May-2023
Ticker: PLNT
ISIN: US72703H1014
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Enshalla Anderson Mgmt For For
Stephen Spinelli, Jr. Mgmt For For
2. Ratification of the appointment of KPMG LLP Mgmt For For
as the Company's independent registered
public accounting firm for 2023.
3. Approval, on an advisory basis, of the Mgmt For For
compensation of the Company's named
executive officers.
--------------------------------------------------------------------------------------------------------------------------
POOL CORPORATION Agenda Number: 935797425
--------------------------------------------------------------------------------------------------------------------------
Security: 73278L105
Meeting Type: Annual
Meeting Date: 03-May-2023
Ticker: POOL
ISIN: US73278L1052
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Peter D. Arvan Mgmt For For
1b. Election of Director: Martha "Marty" S. Mgmt For For
Gervasi
1c. Election of Director: James "Jim" D. Hope Mgmt For For
1d. Election of Director: Debra S. Oler Mgmt For For
1e. Election of Director: Manuel J. Perez de la Mgmt For For
Mesa
1f. Election of Director: Carlos A. Sabater Mgmt For For
1g. Election of Director: Robert C. Sledd Mgmt For For
1h. Election of Director: John E. Stokely Mgmt Against Against
1i. Election of Director: David G. Whalen Mgmt For For
2. Ratification of the retention of Ernst & Mgmt For For
Young LLP, certified public accountants, as
our independent registered public
accounting firm for the 2023 fiscal year.
3. Say-on-pay vote: Advisory vote to approve Mgmt For For
the compensation of our named executive
officers as disclosed in the proxy
statement.
4. Frequency vote: Advisory vote on frequency Mgmt 1 Year For
of future Say-on-pay votes.
--------------------------------------------------------------------------------------------------------------------------
POWER INTEGRATIONS, INC. Agenda Number: 935807531
--------------------------------------------------------------------------------------------------------------------------
Security: 739276103
Meeting Type: Annual
Meeting Date: 19-May-2023
Ticker: POWI
ISIN: US7392761034
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Election of Director to hold office until Mgmt For For
the 2024 Annual Meeting: Wendy Arienzo
1.2 Election of Director to hold office until Mgmt For For
the 2024 Annual Meeting: Balu Balakrishnan
1.3 Election of Director to hold office until Mgmt For For
the 2024 Annual Meeting: Nicholas E.
Brathwaite
1.4 Election of Director to hold office until Mgmt For For
the 2024 Annual Meeting: Anita Ganti
1.5 Election of Director to hold office until Mgmt For For
the 2024 Annual Meeting: Nancy Gioia
1.6 Election of Director to hold office until Mgmt For For
the 2024 Annual Meeting: Balakrishnan S.
Iyer
1.7 Election of Director to hold office until Mgmt For For
the 2024 Annual Meeting: Ravi Vig
2. To approve, on an advisory basis, the Mgmt For For
compensation of Power Integrations' named
executive officers, as disclosed in the
proxy statement.
3. To indicate, on an advisory basis, the Mgmt 1 Year
preferred frequency of stockholder advisory
votes on the compensation of Power
Integrations' named executive officers.
4. To ratify the selection by the Audit Mgmt For For
Committee of the Board of Directors of
Deloitte & Touche LLP as the independent
registered public accounting firm of Power
Integrations for the fiscal year ending
December 31, 2023.
--------------------------------------------------------------------------------------------------------------------------
PTC THERAPEUTICS, INC. Agenda Number: 935840769
--------------------------------------------------------------------------------------------------------------------------
Security: 69366J200
Meeting Type: Annual
Meeting Date: 06-Jun-2023
Ticker: PTCT
ISIN: US69366J2006
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
William F. Bell, Jr. Mgmt For For
M.B. Klein, MD,MS,FACS Mgmt For For
Stephanie S. Okey, M.S. Mgmt Withheld Against
Jerome B. Zeldis MD,PhD Mgmt Withheld Against
2. Ratification of the appointment of Ernst & Mgmt For For
Young LLP as the Company's independent
registered public accounting firm for the
fiscal year ending December 31, 2023.
3. Approval on a non-binding, advisory basis, Mgmt For For
of the Company's named executive officer
compensation as described in the proxy
statement.
--------------------------------------------------------------------------------------------------------------------------
PURE STORAGE, INC. Agenda Number: 935850354
--------------------------------------------------------------------------------------------------------------------------
Security: 74624M102
Meeting Type: Annual
Meeting Date: 14-Jun-2023
Ticker: PSTG
ISIN: US74624M1027
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Andrew Brown Mgmt For For
John Colgrove Mgmt For For
Roxanne Taylor Mgmt Withheld Against
2. Ratification of the selection of Deloitte & Mgmt For For
Touche LLP as our independent registered
public accounting firm for our fiscal year
ending February 4, 2024.
3. An advisory vote on our named executive Mgmt For For
officer compensation.
4. An advisory vote regarding the frequency of Mgmt 1 Year For
future advisory votes on our named
executive officer compensation.
--------------------------------------------------------------------------------------------------------------------------
RBC BEARINGS INCORPORATED Agenda Number: 935690330
--------------------------------------------------------------------------------------------------------------------------
Security: 75524B104
Meeting Type: Annual
Meeting Date: 08-Sep-2022
Ticker: ROLL
ISIN: US75524B1044
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Class I Director to serve a Mgmt Against Against
term of three years Expiring at 2025 Annual
Meeting: Michael H. Ambrose
1b. Election of Class I Director to serve a Mgmt For For
term of three years Expiring at 2025 Annual
Meeting: Daniel A. Bergeron
1c. Election of Class I Director to serve a Mgmt Against Against
term of three years Expiring at 2025 Annual
Meeting: Edward D. Stewart
2. To ratify the appointment of Ernst & Young Mgmt For For
LLP as the Company's independent registered
public accounting firm for fiscal year
2023.
3. To consider a resolution regarding the Mgmt Against Against
stockholder advisory vote on named
executive officer compensation.
--------------------------------------------------------------------------------------------------------------------------
REINSURANCE GROUP OF AMERICA, INC. Agenda Number: 935814675
--------------------------------------------------------------------------------------------------------------------------
Security: 759351604
Meeting Type: Annual
Meeting Date: 24-May-2023
Ticker: RGA
ISIN: US7593516047
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Pina Albo Mgmt For For
1b. Election of Director: Tony Cheng Mgmt For For
1c. Election of Director: John J. Gauthier Mgmt For For
1d. Election of Director: Patricia L. Guinn Mgmt For For
1e. Election of Director: Anna Manning Mgmt For For
1f. Election of Director: Hazel M. McNeilage Mgmt For For
1g. Election of Director: George Nichols III Mgmt For For
1h. Election of Director: Stephen O'Hearn Mgmt For For
1i. Election of Director: Shundrawn Thomas Mgmt For For
1j. Election of Director: Khanh T. Tran Mgmt For For
1k. Election of Director: Steven C. Van Wyk Mgmt For For
2. Vote on the frequency of the shareholders' Mgmt 1 Year For
vote to approve named executive officer
compensation.
3. Advisory vote to approve named executive Mgmt For For
officer compensation.
4. Ratify the appointment of Deloitte & Touche Mgmt For For
LLP as the Company's independent auditor
for the year ending December 31, 2023.
--------------------------------------------------------------------------------------------------------------------------
SILICON LABORATORIES INC. Agenda Number: 935773576
--------------------------------------------------------------------------------------------------------------------------
Security: 826919102
Meeting Type: Annual
Meeting Date: 20-Apr-2023
Ticker: SLAB
ISIN: US8269191024
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Election of Class I Director to serve on Mgmt For For
the Board of Directors until our 2026
annual meeting of stockholders or until a
successor is duly elected and qualified:
Navdeep S. Sooch
1.2 Election of Class I Director to serve on Mgmt For For
the Board of Directors until our 2026
annual meeting of stockholders or until a
successor is duly elected and qualified:
Robert J. Conrad
1.3 Election of Class I Director to serve on Mgmt For For
the Board of Directors until our 2026
annual meeting of stockholders or until a
successor is duly elected and qualified:
Nina Richardson
2. To ratify the appointment of Ernst & Young Mgmt For For
LLP as our independent registered public
accounting firm for the fiscal year ending
December 30, 2023.
3. To vote on an advisory (non-binding) Mgmt For For
resolution to approve executive
compensation.
4. To vote on an advisory (non-binding) Mgmt 1 Year For
resolution regarding the frequency of
holding future advisory votes regarding
executive compensation.
--------------------------------------------------------------------------------------------------------------------------
SITEONE LANDSCAPE SUPPLY, INC. Agenda Number: 935787210
--------------------------------------------------------------------------------------------------------------------------
Security: 82982L103
Meeting Type: Annual
Meeting Date: 11-May-2023
Ticker: SITE
ISIN: US82982L1035
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
William W. Douglas III Mgmt For For
Jeri L. Isbell Mgmt Withheld Against
2. Ratification of the selection of Deloitte & Mgmt For For
Touche LLP as the company's independent
registered public accounting firm for the
fiscal year ending December 31, 2023.
3. Advisory vote to approve executive Mgmt For For
compensation.
4. Advisory vote on the frequency of future Mgmt 1 Year For
advisory votes to approve executive
compensation.
--------------------------------------------------------------------------------------------------------------------------
SKECHERS U.S.A., INC. Agenda Number: 935853487
--------------------------------------------------------------------------------------------------------------------------
Security: 830566105
Meeting Type: Annual
Meeting Date: 12-Jun-2023
Ticker: SKX
ISIN: US8305661055
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Katherine Blair Mgmt Withheld Against
Yolanda Macias Mgmt Withheld Against
Richard Siskind Mgmt Withheld Against
2. Amendment to our Certificate of Mgmt Against Against
Incorporation to permit the exculpation of
our officers.
3. Approve the 2023 Incentive Award Plan. Mgmt For For
4. Advisory vote to approve the compensation Mgmt Against Against
of our Named Executive Officers.
5. Advisory vote on frequency of future Mgmt 1 Year Against
advisory votes to approve the compensation
of our Named Executive Officers.
6. Stockholder proposal requesting the Board Shr For Against
of Directors to issue a report for
Skechers' net zero climate emissions plan.
--------------------------------------------------------------------------------------------------------------------------
STEPSTONE GROUP INC Agenda Number: 935695669
--------------------------------------------------------------------------------------------------------------------------
Security: 85914M107
Meeting Type: Annual
Meeting Date: 14-Sep-2022
Ticker: STEP
ISIN: US85914M1071
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Election of Class II Director to serve for Mgmt Withheld Against
a three-year term: Jose A. Fernandez
1.2 Election of Class II Director to serve for Mgmt Withheld Against
a three-year term: Thomas Keck
1.3 Election of Class II Director to serve for Mgmt Withheld Against
a three-year term: Michael I. McCabe
1.4 Election of Class II Director to serve for Mgmt Withheld Against
a three-year term: Steven R. Mitchell
2. To ratify the appointment of Ernst & Young Mgmt Against Against
LLP as the Company's independent registered
public accounting firm for the fiscal year
ending March 31, 2023.
3. To vote, on a non-binding and advisory Mgmt 1 Year For
basis, on the frequency of future
non-binding advisory votes to approve the
compensation of our named executive
officers ("Say-on Frequency").
--------------------------------------------------------------------------------------------------------------------------
TETRA TECH, INC. Agenda Number: 935756594
--------------------------------------------------------------------------------------------------------------------------
Security: 88162G103
Meeting Type: Annual
Meeting Date: 28-Feb-2023
Ticker: TTEK
ISIN: US88162G1031
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Dan L. Batrack Mgmt For For
1B. Election of Director: Gary R. Birkenbeuel Mgmt For For
1C. Election of Director: Prashant Gandhi Mgmt For For
1D. Election of Director: Joanne M. Maguire Mgmt For For
1E. Election of Director: Christiana Obiaya Mgmt For For
1F. Election of Director: Kimberly E. Ritrievi Mgmt For For
1G. Election of Director: J. Kenneth Thompson Mgmt For For
1H. Election of Director: Kirsten M. Volpi Mgmt For For
2. To approve, on an advisory basis, the Mgmt For For
Company's named executive officers'
compensation.
3. To indicate, on an advisory basis, the Mgmt 1 Year For
preferred frequency of future advisory
votes on the Company's named executive
officers' compensation.
4. To ratify the appointment of Mgmt For For
PricewaterhouseCoopers LLP as the Company's
independent registered public accounting
firm for fiscal year 2023.
--------------------------------------------------------------------------------------------------------------------------
TEXAS ROADHOUSE,INC. Agenda Number: 935794570
--------------------------------------------------------------------------------------------------------------------------
Security: 882681109
Meeting Type: Annual
Meeting Date: 11-May-2023
Ticker: TXRH
ISIN: US8826811098
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Election of Director: Michael A. Crawford Mgmt Withheld Against
1.2 Election of Director: Donna E. Epps Mgmt Withheld Against
1.3 Election of Director: Gregory N. Moore Mgmt Withheld Against
1.4 Election of Director: Gerald L. Morgan Mgmt For For
1.5 Election of Director: Curtis A. Warfield Mgmt Withheld Against
1.6 Election of Director: Kathleen M. Widmer Mgmt Withheld Against
1.7 Election of Director: James R. Zarley Mgmt Withheld Against
2. Proposal to Ratify the Appointment of KPMG Mgmt For For
LLP as Texas Roadhouse's Independent
Auditors for 2023.
3. Say on Pay - An Advisory Vote on the Mgmt For For
Approval of Executive Compensation.
4. Say When on Pay - An Advisory Vote on the Mgmt 1 Year For
Frequency of the Advisory Vote on Executive
Compensation.
5. An Advisory Vote on a Shareholder Proposal Shr Against For
Regarding the Issuance of a Climate Report.
--------------------------------------------------------------------------------------------------------------------------
THE MIDDLEBY CORPORATION Agenda Number: 935796384
--------------------------------------------------------------------------------------------------------------------------
Security: 596278101
Meeting Type: Annual
Meeting Date: 16-May-2023
Ticker: MIDD
ISIN: US5962781010
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Sarah Palisi Chapin Mgmt Against Against
1b. Election of Director: Timothy J. FitzGerald Mgmt For For
1c. Election of Director: Cathy L. McCarthy Mgmt Against Against
1d. Election of Director: John R. Miller, III Mgmt Against Against
1e. Election of Director: Robert A. Nerbonne Mgmt Against Against
1f. Election of Director: Gordon O'Brien Mgmt For For
1g. Election of Director: Nassem Ziyad Mgmt For For
2. Approval, on an advisory basis, of the Mgmt For For
compensation of our named executive
officers.
3. Approval, on an advisory basis, of the Mgmt 1 Year For
frequency of holding an advisory vote on
compensation of our named executive
officers.
4. Ratification of the selection of Ernst & Mgmt For For
Young LLP as the Company's independent
public accountants for the current fiscal
year ending December 30, 2023.
--------------------------------------------------------------------------------------------------------------------------
THE SIMPLY GOOD FOODS COMPANY Agenda Number: 935746391
--------------------------------------------------------------------------------------------------------------------------
Security: 82900L102
Meeting Type: Annual
Meeting Date: 19-Jan-2023
Ticker: SMPL
ISIN: US82900L1026
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Clayton C. Daley, Jr. Mgmt For For
1b. Election of Director: Nomi P. Ghez Mgmt Against Against
1c. Election of Director: Michelle P. Goolsby Mgmt Against Against
1d. Election of Director: James M. Kilts Mgmt Against Against
1e. Election of Director: Robert G. Montgomery Mgmt For For
1f. Election of Director: Brian K. Ratzan Mgmt For For
1g. Election of Director: David W. Ritterbush Mgmt For For
1h. Election of Director: Joseph E. Scalzo Mgmt For For
1i. Election of Director: Joseph J. Schena Mgmt For For
1j. Election of Director: David J. West Mgmt For For
1k. Election of Director: James D. White Mgmt Against Against
2. To ratify the appointment of Deloitte & Mgmt For For
Touche LLP as our independent registered
public accounting firm for fiscal year
2023.
3. To approve the adoption of the Third Mgmt Against Against
Amended and Restated Certificate of
Incorporation of The Simply Good Foods
Company in the form attached as Annex I to
the accompanying proxy statement.
4. To consider and vote upon the advisory vote Mgmt For For
to approve the compensation of our named
executive officers.
--------------------------------------------------------------------------------------------------------------------------
TOPGOLF CALLAWAY BRANDS CORP. Agenda Number: 935830011
--------------------------------------------------------------------------------------------------------------------------
Security: 131193104
Meeting Type: Annual
Meeting Date: 06-Jun-2023
Ticker: MODG
ISIN: US1311931042
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Oliver G. Brewer III Mgmt For For
1b. Election of Director: Erik J Anderson Mgmt For For
1c. Election of Director: Laura J. Flanagan Mgmt For For
1d. Election of Director: Russell L. Fleischer Mgmt For For
1e. Election of Director: Bavan M. Holloway Mgmt For For
1f. Election of Director: John F. Lundgren Mgmt For For
1g. Election of Director: Scott M. Marimow Mgmt For For
1h. Election of Director: Adebayo O. Ogunlesi Mgmt For For
1i. Election of Director: Varsha R. Rao Mgmt For For
1j. Election of Director: Linda B. Segre Mgmt For For
1k. Election of Director: Anthony S. Thornley Mgmt For For
1l. Election of Director: C. Matthew Turney Mgmt For For
2. To ratify, on an advisory basis, the Mgmt For For
appointment of Deloitte & Touche LLP as the
Company's independent registered public
accounting firm for the fiscal year ended
December 31, 2023
3. To approve, on an advisory basis, the Mgmt For For
compensation of the Company's named
executive officers
4. To approve, on an advisory basis, the Mgmt 1 Year For
frequency of future shareholder votes to
approve the compensation of the Company's
named executive officers
--------------------------------------------------------------------------------------------------------------------------
TRIMBLE INC. Agenda Number: 935830059
--------------------------------------------------------------------------------------------------------------------------
Security: 896239100
Meeting Type: Annual
Meeting Date: 01-Jun-2023
Ticker: TRMB
ISIN: US8962391004
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
James C. Dalton Mgmt For For
Borje Ekholm Mgmt For For
Ann Fandozzi Mgmt For For
Kaigham (Ken) Gabriel Mgmt For For
Meaghan Lloyd Mgmt For For
Sandra MacQuillan Mgmt For For
Robert G. Painter Mgmt For For
Mark S. Peek Mgmt For For
Thomas Sweet Mgmt For For
Johan Wibergh Mgmt For For
2. Advisory vote to approve executive Mgmt For For
compensation
3. Advisory vote on the frequency of executive Mgmt 1 Year For
compensation votes
4. Ratification of the appointment of Ernst & Mgmt For For
Young LLP as the Company's independent
registered public accounting firm for
fiscal 2023
--------------------------------------------------------------------------------------------------------------------------
TYLER TECHNOLOGIES, INC. Agenda Number: 935823763
--------------------------------------------------------------------------------------------------------------------------
Security: 902252105
Meeting Type: Annual
Meeting Date: 11-May-2023
Ticker: TYL
ISIN: US9022521051
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Glenn A. Carter Mgmt Withheld Against
Brenda A. Cline Mgmt Withheld Against
Ronnie D. Hawkins, Jr. Mgmt For For
Mary L. Landrieu Mgmt Withheld Against
John S. Marr, Jr. Mgmt Withheld Against
H. Lynn Moore, Jr. Mgmt Withheld Against
Daniel M. Pope Mgmt For For
Dustin R. Womble Mgmt Withheld Against
2. Advisory Approval of Our Executive Mgmt For For
Compensation.
3. Ratification of Our Independent Auditors Mgmt For For
for Fiscal Year 2023.
4. Advisory Resolution on the Frequency of Mgmt 1 Year For
Shareholder Voting on Our Executive
Compensation.
--------------------------------------------------------------------------------------------------------------------------
UNITED THERAPEUTICS CORPORATION Agenda Number: 935863541
--------------------------------------------------------------------------------------------------------------------------
Security: 91307C102
Meeting Type: Annual
Meeting Date: 26-Jun-2023
Ticker: UTHR
ISIN: US91307C1027
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Christopher Causey Mgmt For For
1b. Election of Director: Raymond Dwek Mgmt For For
1c. Election of Director: Richard Giltner Mgmt For For
1d. Election of Director: Katherine Klein Mgmt For For
1e. Election of Director: Ray Kurzweil Mgmt For For
1f. Election of Director: Linda Maxwell Mgmt For For
1g. Election of Director: Nilda Mesa Mgmt For For
1h. Election of Director: Judy Olian Mgmt For For
1i. Election of Director: Christopher Patusky Mgmt For For
1j. Election of Director: Martine Rothblatt Mgmt For For
1k. Election of Director: Louis Sullivan Mgmt For For
1l. Election of Director: Tommy Thompson Mgmt For For
2. Advisory resolution to approve executive Mgmt For For
compensation.
3. Advisory vote on the frequency of future Mgmt 1 Year For
advisory votes on executive compensation.
4. Approval of the amendment and restatement Mgmt For For
of the United Therapeutics Corporation
Amended and Restated 2015 Stock Incentive
Plan.
5. Ratification of the appointment of Ernst & Mgmt For For
Young LLP as our independent registered
public accounting firm for 2023.
--------------------------------------------------------------------------------------------------------------------------
VALMONT INDUSTRIES, INC. Agenda Number: 935776990
--------------------------------------------------------------------------------------------------------------------------
Security: 920253101
Meeting Type: Annual
Meeting Date: 24-Apr-2023
Ticker: VMI
ISIN: US9202531011
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Mogens C. Bay Mgmt For For
Ritu Favre Mgmt For For
Richard A. Lanoha Mgmt For For
2. Advisory approval of the company's Mgmt For For
executive compensation.
3. Advisory vote on the frequency of the Mgmt 1 Year For
advisory vote on the company's executive
compensation.
4. Ratifying the appointment of Deloitte & Mgmt For For
Touche LLP as independent auditors for
fiscal 2023.
--------------------------------------------------------------------------------------------------------------------------
WEX INC. Agenda Number: 935852221
--------------------------------------------------------------------------------------------------------------------------
Security: 96208T104
Meeting Type: Annual
Meeting Date: 11-May-2023
Ticker: WEX
ISIN: US96208T1043
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Election of Director for one-year term: Mgmt For For
Daniel Callahan
1.2 Election of Director for one-year term: Mgmt For For
Shikhar Ghosh
1.3 Election of Director for one-year term: Mgmt For For
James Groch
1.4 Election of Director for one-year term: Mgmt For For
James (Jim) Neary
1.5 Election of Director for one-year term: Mgmt For For
Melissa Smith
1.6 Election of Director for one-year term: Mgmt For For
Stephen Smith
1.7 Election of Director for one-year term: Mgmt For For
Susan Sobbott
1.8 Election of Director for one-year term: Mgmt For For
Regina Sommer
2. Advisory (non-binding) vote to approve the Mgmt For For
compensation of our named executive
officers.
3. To determine, in an advisory (non-binding) Mgmt 1 Year For
vote, whether a stockholder vote to approve
the compensation of our named executive
officers should occur every one, two or
three years.
4. To ratify the selection of Deloitte & Mgmt For For
Touche LLP as the Company's independent
registered public accounting firm for the
year ending December 31, 2023.
--------------------------------------------------------------------------------------------------------------------------
WILLSCOT MOBILE MINI HOLDINGS CORP. Agenda Number: 935830996
--------------------------------------------------------------------------------------------------------------------------
Security: 971378104
Meeting Type: Annual
Meeting Date: 02-Jun-2023
Ticker: WSC
ISIN: US9713781048
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director to serve a one-year Mgmt For For
term: Mark S. Bartlett
1b. Election of Director to serve a one-year Mgmt For For
term: Erika T. Davis
1c. Election of Director to serve a one-year Mgmt For For
term: Gerard E. Holthaus
1d. Election of Director to serve a one-year Mgmt For For
term: Erik Olsson
1e. Election of Director to serve a one-year Mgmt For For
term: Rebecca L. Owen
1f. Election of Director to serve a one-year Mgmt For For
term: Jeff Sagansky
1g. Election of Director to serve a one-year Mgmt For For
term: Bradley L. Soultz
1h. Election of Director to serve a one-year Mgmt For For
term: Michael W. Upchurch
2. To ratify the appointment of Ernst & Young Mgmt For For
LLP as independent registered public
accounting firm of WillScot Mobile Mini
Holdings Corp. for the fiscal year ending
December 31, 2023.
3. To approve, on an advisory and non-binding Mgmt For For
basis, the compensation of the named
executive officers of WillScot Mobile Mini
Holdings Corp.
--------------------------------------------------------------------------------------------------------------------------
XENCOR, INC. Agenda Number: 935845769
--------------------------------------------------------------------------------------------------------------------------
Security: 98401F105
Meeting Type: Annual
Meeting Date: 14-Jun-2023
Ticker: XNCR
ISIN: US98401F1057
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Election of Director to serve until the Mgmt For For
next Annual Meeting: Bassil I. Dahiyat,
Ph.D.
1.2 Election of Director to serve until the Mgmt For For
next Annual Meeting: Ellen G. Feigal, M.D.
1.3 Election of Director to serve until the Mgmt For For
next Annual Meeting: Kevin C. Gorman, Ph.D.
1.4 Election of Director to serve until the Mgmt For For
next Annual Meeting: Kurt A. Gustafson
1.5 Election of Director to serve until the Mgmt For For
next Annual Meeting: Bruce Montgomery, M.D.
1.6 Election of Director to serve until the Mgmt For For
next Annual Meeting: Richard J. Ranieri
1.7 Election of Director to serve until the Mgmt Withheld Against
next Annual Meeting: Dagmar Rosa-Bjorkeson
2. To ratify the selection by the Audit Mgmt For For
Committee of the Board of Directors of RSM
US LLP as the independent registered public
accounting firm of the Company for its
fiscal year ending December 31, 2023.
3. To hold a non-binding advisory vote on the Mgmt For For
compensation of the Company's named
executive officers, as disclosed in the
accompanying proxy statement.
4. To approve the Company's 2023 Equity Mgmt For For
Incentive Plan.
5. To hold a non-binding advisory vote on the Mgmt 1 Year For
frequency of future non-binding advisory
stockholder votes on the compensation of
the Company's named executive officers.
Loomis Sayles Strategic Income Fund
--------------------------------------------------------------------------------------------------------------------------
ABBOTT LABORATORIES Agenda Number: 935777865
--------------------------------------------------------------------------------------------------------------------------
Security: 002824100
Meeting Type: Annual
Meeting Date: 28-Apr-2023
Ticker: ABT
ISIN: US0028241000
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: R. J. Alpern Mgmt Against Against
1b. Election of Director: C. Babineaux-Fontenot Mgmt For For
1c. Election of Director: S. E. Blount Mgmt Against Against
1d. Election of Director: R. B. Ford Mgmt For For
1e. Election of Director: P. Gonzalez Mgmt Against Against
1f. Election of Director: M. A. Kumbier Mgmt For For
1g. Election of Director: D. W. McDew Mgmt Against Against
1h. Election of Director: N. McKinstry Mgmt Against Against
1i. Election of Director: M. G. O'Grady Mgmt For For
1j. Election of Director: M. F. Roman Mgmt For For
1k. Election of Director: D. J. Starks Mgmt For For
1l. Election of Director: J. G. Stratton Mgmt For For
2. Ratification of Ernst & Young LLP As Mgmt For For
Auditors
3. Say on Pay - An Advisory Vote on the Mgmt For For
Approval of Executive Compensation
4. Say When on Pay - An Advisory Vote on the Mgmt 1 Year For
Approval of the Frequency of Shareholder
Votes on Executive Compensation
5. Shareholder Proposal - Special Shareholder Shr
Meeting Threshold
6. Shareholder Proposal - Independent Board Shr For Against
Chairman
7. Shareholder Proposal - Lobbying Disclosure Shr For Against
8. Shareholder Proposal - Incentive Shr For Against
Compensation
--------------------------------------------------------------------------------------------------------------------------
ABBVIE INC. Agenda Number: 935786484
--------------------------------------------------------------------------------------------------------------------------
Security: 00287Y109
Meeting Type: Annual
Meeting Date: 05-May-2023
Ticker: ABBV
ISIN: US00287Y1091
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Class II Director: Robert J. Mgmt For For
Alpern
1b. Election of Class II Director: Melody B. Mgmt For For
Meyer
1c. Election of Class II Director: Frederick H. Mgmt For For
Waddell
2. Ratification of Ernst & Young LLP as Mgmt For For
AbbVie's independent registered public
accounting firm for 2023.
3. Say on Pay - An advisory vote on the Mgmt For For
approval of executive compensation.
4. Approval of a management proposal regarding Mgmt For For
amendment of the certificate of
incorporation to eliminate supermajority
voting.
5. Stockholder Proposal - to Implement Simple Shr For Against
Majority Vote.
6. Stockholder Proposal - to Issue an Annual Shr Against For
Report on Political Spending.
7. Stockholder Proposal - to Issue an Annual Shr Against For
Report on Lobbying.
8. Stockholder Proposal - to Issue a Report on Shr Against For
Patent Process.
--------------------------------------------------------------------------------------------------------------------------
ACCENTURE PLC Agenda Number: 935750174
--------------------------------------------------------------------------------------------------------------------------
Security: G1151C101
Meeting Type: Annual
Meeting Date: 01-Feb-2023
Ticker: ACN
ISIN: IE00B4BNMY34
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Appointment of Director: Jaime Ardila Mgmt For For
1b. Appointment of Director: Nancy McKinstry Mgmt For For
1c. Appointment of Director: Beth E. Mooney Mgmt For For
1d. Appointment of Director: Gilles C. Pelisson Mgmt For For
1e. Appointment of Director: Paula A. Price Mgmt For For
1f. Appointment of Director: Venkata (Murthy) Mgmt For For
Renduchintala
1g. Appointment of Director: Arun Sarin Mgmt For For
1h. Appointment of Director: Julie Sweet Mgmt For For
1i. Appointment of Director: Tracey T. Travis Mgmt For For
2. To approve, in a non-binding vote, the Mgmt For For
compensation of our named executive
officers.
3. To approve, in a non-binding vote, the Mgmt 1 Year For
frequency of future non-binding votes to
approve the compensation of our named
executive officers.
4. To ratify, in a non-binding vote, the Mgmt For For
appointment of KPMG LLP ("KPMG") as
independent auditor of Accenture and to
authorize, in a binding vote, the Audit
Committee of the Board of Directors to
determine KPMG's remuneration.
5. To grant the Board of Directors the Mgmt For For
authority to issue shares under Irish law.
6. To grant the Board of Directors the Mgmt For For
authority to opt-out of pre-emption rights
under Irish law.
7. To determine the price range at which Mgmt For For
Accenture can re-allot shares that it
acquires as treasury shares under Irish
law.
--------------------------------------------------------------------------------------------------------------------------
ALTICE USA, INC. Agenda Number: 935854770
--------------------------------------------------------------------------------------------------------------------------
Security: 02156K103
Meeting Type: Annual
Meeting Date: 14-Jun-2023
Ticker: ATUS
ISIN: US02156K1034
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Alexandre Fonseca Mgmt Against Against
1b. Election of Director: Patrick Drahi Mgmt Against Against
1c. Election of Director: David Drahi Mgmt Against Against
1d. Election of Director: Dexter Goei Mgmt Against Against
1e. Election of Director: Mark Mullen Mgmt Against Against
1f. Election of Director: Dennis Okhuijsen Mgmt Against Against
1g. Election of Director: Susan Schnabel Mgmt For For
1h. Election of Director: Charles Stewart Mgmt Against Against
1i. Election of Director: Raymond Svider Mgmt Against Against
2. To ratify the appointment of the Company's Mgmt For For
Independent Registered Public Accounting
Firm for 2023.
--------------------------------------------------------------------------------------------------------------------------
AMERICAN TOWER CORPORATION Agenda Number: 935806008
--------------------------------------------------------------------------------------------------------------------------
Security: 03027X100
Meeting Type: Annual
Meeting Date: 24-May-2023
Ticker: AMT
ISIN: US03027X1000
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Thomas A. Bartlett Mgmt For For
1b. Election of Director: Kelly C. Chambliss Mgmt For For
1c. Election of Director: Teresa H. Clarke Mgmt For For
1d. Election of Director: Raymond P. Dolan Mgmt For For
1e. Election of Director: Kenneth R. Frank Mgmt For For
1f. Election of Director: Robert D. Hormats Mgmt For For
1g. Election of Director: Grace D. Lieblein Mgmt For For
1h. Election of Director: Craig Macnab Mgmt For For
1i. Election of Director: JoAnn A. Reed Mgmt For For
1j. Election of Director: Pamela D. A. Reeve Mgmt For For
1k. Election of Director: Bruce L. Tanner Mgmt For For
1l. Election of Director: Samme L. Thompson Mgmt For For
2. To ratify the selection of Deloitte & Mgmt For For
Touche LLP as the Company's independent
registered public accounting firm for 2023.
3. To approve, on an advisory basis, the Mgmt For For
Company's executive compensation.
4. To vote, on an advisory basis, on the Mgmt 1 Year For
frequency with which the Company will hold
a stockholder advisory vote on executive
compensation.
--------------------------------------------------------------------------------------------------------------------------
APPLE INC. Agenda Number: 935757700
--------------------------------------------------------------------------------------------------------------------------
Security: 037833100
Meeting Type: Annual
Meeting Date: 10-Mar-2023
Ticker: AAPL
ISIN: US0378331005
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a Election of Director: James Bell Mgmt For For
1b Election of Director: Tim Cook Mgmt For For
1c Election of Director: Al Gore Mgmt For For
1d Election of Director: Alex Gorsky Mgmt For For
1e Election of Director: Andrea Jung Mgmt For For
1f Election of Director: Art Levinson Mgmt For For
1g Election of Director: Monica Lozano Mgmt For For
1h Election of Director: Ron Sugar Mgmt For For
1i Election of Director: Sue Wagner Mgmt For For
2. Ratification of the appointment of Ernst & Mgmt For For
Young LLP as Apple's independent registered
public accounting firm for fiscal 2023
3. Advisory vote to approve executive Mgmt For For
compensation
4. Advisory vote on the frequency of advisory Mgmt 1 Year For
votes on executive compensation
5. A shareholder proposal entitled "Civil Shr Against For
Rights and Non-Discrimination Audit
Proposal"
6. A shareholder proposal entitled "Communist Shr Against For
China Audit"
7. A shareholder proposal on Board policy for Shr Against For
communication with shareholder proponents
8. A shareholder proposal entitled "Racial and Shr Against For
Gender Pay Gaps"
9. A shareholder proposal entitled Shr Against For
"Shareholder Proxy Access Amendments"
--------------------------------------------------------------------------------------------------------------------------
BLACKROCK, INC. Agenda Number: 935821000
--------------------------------------------------------------------------------------------------------------------------
Security: 09247X101
Meeting Type: Annual
Meeting Date: 24-May-2023
Ticker: BLK
ISIN: US09247X1019
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Bader M. Alsaad Mgmt For For
1b. Election of Director: Pamela Daley Mgmt For For
1c. Election of Director: Laurence D. Fink Mgmt For For
1d. Election of Director: William E. Ford Mgmt For For
1e. Election of Director: Fabrizio Freda Mgmt For For
1f. Election of Director: Murry S. Gerber Mgmt For For
1g. Election of Director: Margaret "Peggy" L. Mgmt For For
Johnson
1h. Election of Director: Robert S. Kapito Mgmt For For
1i. Election of Director: Cheryl D. Mills Mgmt For For
1j. Election of Director: Gordon M. Nixon Mgmt For For
1k. Election of Director: Kristin C. Peck Mgmt For For
1l. Election of Director: Charles H. Robbins Mgmt For For
1m. Election of Director: Marco Antonio Slim Mgmt For For
Domit
1n. Election of Director: Hans E. Vestberg Mgmt For For
1o. Election of Director: Susan L. Wagner Mgmt For For
1p. Election of Director: Mark Wilson Mgmt For For
2. Approval, in a non-binding advisory vote, Mgmt For For
of the compensation for named executive
officers.
3. Approval, in a non-binding advisory vote, Mgmt 1 Year For
of the frequency of future executive
compensation advisory votes.
4. Ratification of the appointment of Deloitte Mgmt For For
LLP as BlackRock's independent registered
public accounting firm for the fiscal year
2023.
5. Shareholder Proposal - Civil rights, Shr Against For
non-discrimination and returns to merit
audit.
6. Shareholder Proposal - Production of a Shr Against For
report on BlackRock's ability to "engineer
decarbonization in the real economy".
7. Shareholder Proposal - Impact report for Shr Against For
climate-related human risks of iShares U.S.
Aerospace and Defense Exchange-Traded Fund.
--------------------------------------------------------------------------------------------------------------------------
BRISTOL-MYERS SQUIBB COMPANY Agenda Number: 935788286
--------------------------------------------------------------------------------------------------------------------------
Security: 110122108
Meeting Type: Annual
Meeting Date: 02-May-2023
Ticker: BMY
ISIN: US1101221083
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1A. Election of Director: Peter J. Arduini Mgmt For For
1B. Election of Director: Deepak L. Bhatt, Mgmt For For
M.D., M.P.H.
1C. Election of Director: Giovanni Caforio, Mgmt For For
M.D.
1D. Election of Director: Julia A. Haller, M.D. Mgmt For For
1E. Election of Director: Manuel Hidalgo Mgmt For For
Medina, M.D., Ph.D.
1F. Election of Director: Paula A. Price Mgmt For For
1G. Election of Director: Derica W. Rice Mgmt For For
1H. Election of Director: Theodore R. Samuels Mgmt For For
1I. Election of Director: Gerald L. Storch Mgmt For For
1J. Election of Director: Karen H. Vousden, Mgmt For For
Ph.D.
1K. Election of Director: Phyllis R. Yale Mgmt For For
2. Advisory Vote to Approve the Compensation Mgmt For For
of our Named Executive Officers.
3. Advisory Vote on the Frequency of the Mgmt 1 Year For
Advisory Vote on the Compensation of our
Named Executive Officers.
4. Ratification of the Appointment of an Mgmt For For
Independent Registered Public Accounting
Firm.
5. Shareholder Proposal on the Adoption of a Shr For Against
Board Policy that the Chairperson of the
Board be an Independent Director.
6. Shareholder Proposal on Workplace Shr Against For
Non-Discrimination Audit.
7. Shareholder Proposal on Special Shareholder Shr Against For
Meeting Improvement.
--------------------------------------------------------------------------------------------------------------------------
BROADCOM INC Agenda Number: 935766189
--------------------------------------------------------------------------------------------------------------------------
Security: 11135F101
Meeting Type: Annual
Meeting Date: 03-Apr-2023
Ticker: AVGO
ISIN: US11135F1012
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Diane M. Bryant Mgmt Against Against
1b. Election of Director: Gayla J. Delly Mgmt For For
1c. Election of Director: Raul J. Fernandez Mgmt For For
1d. Election of Director: Eddy W. Hartenstein Mgmt Against Against
1e. Election of Director: Check Kian Low Mgmt Against Against
1f. Election of Director: Justine F. Page Mgmt For For
1g. Election of Director: Henry Samueli Mgmt For For
1h. Election of Director: Hock E. Tan Mgmt For For
1i. Election of Director: Harry L. You Mgmt Against Against
2. Ratification of the appointment of Mgmt For For
Pricewaterhouse Coopers LLP as the
independent registered public accounting
firm of Broadcom for the fiscal year ending
October 29, 2023.
3. Approve an amendment and restatement of the Mgmt For For
2012 Stock Incentive Plan.
4. Advisory vote to approve the named Mgmt Against Against
executive officer compensation.
5. Advisory vote on the frequency of the Mgmt 1 Year For
advisory vote on named executive officer
compensation.
--------------------------------------------------------------------------------------------------------------------------
CANADIAN NATURAL RESOURCES LIMITED Agenda Number: 935815805
--------------------------------------------------------------------------------------------------------------------------
Security: 136385101
Meeting Type: Annual
Meeting Date: 04-May-2023
Ticker: CNQ
ISIN: CA1363851017
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1 DIRECTOR
Catherine M. Best Mgmt For For
M. Elizabeth Cannon Mgmt For For
N. Murray Edwards Mgmt For For
Christopher L. Fong Mgmt For For
Amb. Gordon D. Giffin Mgmt For For
Wilfred A. Gobert Mgmt For For
Steve W. Laut Mgmt For For
Tim S. McKay Mgmt For For
Hon. Frank J. McKenna Mgmt For For
David A. Tuer Mgmt For For
Annette M. Verschuren Mgmt For For
2 The appointment of PricewaterhouseCoopers Mgmt For For
LLP, Chartered Accountants, Calgary,
Alberta, as auditors of the Corporation for
the ensuing year and the authorization of
the Audit Committee of the Board of
Directors of the Corporation to fix their
remuneration.
3 On an advisory basis, accepting the Mgmt For For
Corporation's approach to executive
compensation as described in the
Information Circular.
--------------------------------------------------------------------------------------------------------------------------
CFLD (CAYMAN) INVESTMENT LTD Agenda Number: 716377420
--------------------------------------------------------------------------------------------------------------------------
Security: G21054AK0
Meeting Type: CRT
Meeting Date: 07-Dec-2022
Ticker:
ISIN: XS2100597330
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THIS IS AN INFORMATION Non-Voting
MEETING. THERE ARE CURRENTLY NO PUBLISHED
AGENDA ITEMS, SHOULD YOU WISH TO ATTEND THE
MEETING PERSONALLY, YOU MAY APPLY FOR AN
ENTRANCE CARD BY CONTACTING YOUR CLIENT
REPRESENTATIVE. THANK YOU
--------------------------------------------------------------------------------------------------------------------------
CFLD (CAYMAN) INVESTMENT LTD Agenda Number: 716379498
--------------------------------------------------------------------------------------------------------------------------
Security: G21054AL8
Meeting Type: CRT
Meeting Date: 07-Dec-2022
Ticker:
ISIN: XS2100597256
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THIS IS AN INFORMATION Non-Voting
MEETING. THERE ARE CURRENTLY NO PUBLISHED
AGENDA ITEMS, SHOULD YOU WISH TO ATTEND THE
MEETING PERSONALLY, YOU MAY APPLY FOR AN
ENTRANCE CARD BY CONTACTING YOUR CLIENT
REPRESENTATIVE. THANK YOU
--------------------------------------------------------------------------------------------------------------------------
CFLD (CAYMAN) INVESTMENT LTD Agenda Number: 716379486
--------------------------------------------------------------------------------------------------------------------------
Security: G21054AN4
Meeting Type: CRT
Meeting Date: 07-Dec-2022
Ticker:
ISIN: XS2232030788
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THIS IS AN INFORMATION Non-Voting
MEETING. THERE ARE CURRENTLY NO PUBLISHED
AGENDA ITEMS, SHOULD YOU WISH TO ATTEND THE
MEETING PERSONALLY, YOU MAY APPLY FOR AN
ENTRANCE CARD BY CONTACTING YOUR CLIENT
REPRESENTATIVE. THANK YOU
--------------------------------------------------------------------------------------------------------------------------
CFLD (CAYMAN) INVESTMENT LTD Agenda Number: 716389057
--------------------------------------------------------------------------------------------------------------------------
Security: G21054AC8
Meeting Type: CRT
Meeting Date: 07-Dec-2022
Ticker:
ISIN: XS1860402954
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THIS IS AN INFORMATION Non-Voting
MEETING. THERE ARE CURRENTLY NO PUBLISHED
AGENDA ITEMS, SHOULD YOU WISH TO ATTEND THE
MEETING PERSONALLY, YOU MAY APPLY FOR AN
ENTRANCE CARD BY CONTACTING YOUR CLIENT
REPRESENTATIVE. THANK YOU
--------------------------------------------------------------------------------------------------------------------------
CFLD (CAYMAN) INVESTMENT LTD Agenda Number: 716389069
--------------------------------------------------------------------------------------------------------------------------
Security: G21054AG9
Meeting Type: CRT
Meeting Date: 07-Dec-2022
Ticker:
ISIN: XS1972092248
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THIS IS AN INFORMATION Non-Voting
MEETING. THERE ARE CURRENTLY NO PUBLISHED
AGENDA ITEMS, SHOULD YOU WISH TO ATTEND THE
MEETING PERSONALLY, YOU MAY APPLY FOR AN
ENTRANCE CARD BY CONTACTING YOUR CLIENT
REPRESENTATIVE. THANK YOU
--------------------------------------------------------------------------------------------------------------------------
CFLD (CAYMAN) INVESTMENT LTD Agenda Number: 716389033
--------------------------------------------------------------------------------------------------------------------------
Security: G21054AH7
Meeting Type: CRT
Meeting Date: 07-Dec-2022
Ticker:
ISIN: XS1972090119
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
CMMT PLEASE NOTE THAT THIS IS AN INFORMATION Non-Voting
MEETING. THERE ARE CURRENTLY NO PUBLISHED
AGENDA ITEMS, SHOULD YOU WISH TO ATTEND THE
MEETING PERSONALLY, YOU MAY APPLY FOR AN
ENTRANCE CARD BY CONTACTING YOUR CLIENT
REPRESENTATIVE. THANK YOU
--------------------------------------------------------------------------------------------------------------------------
CISCO SYSTEMS, INC. Agenda Number: 935723216
--------------------------------------------------------------------------------------------------------------------------
Security: 17275R102
Meeting Type: Annual
Meeting Date: 08-Dec-2022
Ticker: CSCO
ISIN: US17275R1023
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: M. Michele Burns Mgmt For For
1b. Election of Director: Wesley G. Bush Mgmt For For
1c. Election of Director: Michael D. Capellas Mgmt For For
1d. Election of Director: Mark Garrett Mgmt For For
1e. Election of Director: John D. Harris II Mgmt For For
1f. Election of Director: Dr. Kristina M. Mgmt For For
Johnson
1g. Election of Director: Roderick C. Mcgeary Mgmt For For
1h. Election of Director: Sarah Rae Murphy Mgmt For For
1i. Election of Director: Charles H. Robbins Mgmt For For
1j. Election of Director: Brenton L. Saunders Mgmt For For
1k. Election of Director: Dr. Lisa T. Su Mgmt For For
1l. Election of Director: Marianna Tessel Mgmt For For
2. Approval, on an advisory basis, of Mgmt For For
executive compensation.
3. Ratification of PricewaterhouseCoopers LLP Mgmt For For
as Cisco's independent registered public
accounting firm for fiscal 2023.
4. Stockholder Proposal - Approval to have Shr For Against
Cisco's Board issue a tax transparency
report in consideration of the Global
Reporting Initiative's Tax Standard.
--------------------------------------------------------------------------------------------------------------------------
CLARIVATE PLC Agenda Number: 935785064
--------------------------------------------------------------------------------------------------------------------------
Security: G21810109
Meeting Type: Annual
Meeting Date: 04-May-2023
Ticker: CLVT
ISIN: JE00BJJN4441
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Andrew Snyder Mgmt For For
1b. Election of Director: Jonathan Gear Mgmt For For
1c. Election of Director: Valeria Alberola Mgmt For For
1d. Election of Director: Michael Angelakis Mgmt For For
1e. Election of Director: Jane Okun Bomba Mgmt For For
1f. Election of Director: Usama N. Cortas Mgmt For For
1g. Election of Director: Adam T. Levyn Mgmt For For
1h. Election of Director: Anthony Munk Mgmt For For
1i. Election of Director: Richard W. Roedel Mgmt For For
1j. Election of Director: Saurabh Saha Mgmt For For
1k. Election of Director: Wendell Pritchett Mgmt For For
2. APPROVAL, ON AN ADVISORY, NON-BINDING Mgmt For For
BASIS, OF THE COMPENSATION OF OUR NAMED
EXECUTIVE OFFICERS.
3. RATIFICATION OF APPOINTMENT OF INDEPENDENT Mgmt For For
REGISTERED PUBLIC ACCOUNTANTS.
--------------------------------------------------------------------------------------------------------------------------
COMCAST CORPORATION Agenda Number: 935845492
--------------------------------------------------------------------------------------------------------------------------
Security: 20030N101
Meeting Type: Annual
Meeting Date: 07-Jun-2023
Ticker: CMCSA
ISIN: US20030N1019
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Kenneth J. Bacon Mgmt Withheld Against
Thomas J. Baltimore Jr. Mgmt Withheld Against
Madeline S. Bell Mgmt Withheld Against
Edward D. Breen Mgmt For For
Gerald L. Hassell Mgmt For For
Jeffrey A. Honickman Mgmt Withheld Against
Maritza G. Montiel Mgmt For For
Asuka Nakahara Mgmt For For
David C. Novak Mgmt For For
Brian L. Roberts Mgmt For For
2. Ratification of the appointment of our Mgmt For For
independent auditors.
3. Approval of Comcast Corporation 2023 Mgmt For For
Omnibus Equity Incentive Plan.
4. Approval of Amended and Restated Comcast Mgmt For For
Corporation 2002 Employee Stock Purchase
Plan.
5. Advisory vote on executive compensation. Mgmt For For
6. Advisory vote on the frequency of the vote Mgmt 1 Year For
on executive compensation.
7. To perform independent racial equity audit. Shr For Against
8. To report on climate risk in default Shr Against For
retirement plan options.
9. To set different greenhouse gas emissions Shr Against For
reduction targets.
10. To report on political contributions and Shr Against For
company values alignment.
11. To report on business in China. Shr Against For
--------------------------------------------------------------------------------------------------------------------------
COSTCO WHOLESALE CORPORATION Agenda Number: 935745933
--------------------------------------------------------------------------------------------------------------------------
Security: 22160K105
Meeting Type: Annual
Meeting Date: 19-Jan-2023
Ticker: COST
ISIN: US22160K1051
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Susan L. Decker Mgmt For For
1b. Election of Director: Kenneth D. Denman Mgmt Against Against
1c. Election of Director: Richard A. Galanti Mgmt Against Against
1d. Election of Director: Hamilton E. James Mgmt For For
1e. Election of Director: W. Craig Jelinek Mgmt For For
1f. Election of Director: Sally Jewell Mgmt For For
1g. Election of Director: Charles T. Munger Mgmt For For
1h. Election of Director: Jeffrey S. Raikes Mgmt Against Against
1i. Election of Director: John W. Stanton Mgmt For For
1j. Election of Director: Ron M. Vachris Mgmt For For
1k. Election of Director: Maggie Wilderotter Mgmt Against Against
2. Ratification of selection of independent Mgmt For For
auditors.
3. Approval, on an advisory basis, of Mgmt For For
executive compensation.
4. Approval, on an advisory basis, of Mgmt 1 Year For
frequency of future advisory votes on
executive compensation.
5. Shareholder proposal regarding report on Shr Against For
risks of state policies restricting
reproductive rights.
--------------------------------------------------------------------------------------------------------------------------
CUMMINS INC. Agenda Number: 935788109
--------------------------------------------------------------------------------------------------------------------------
Security: 231021106
Meeting Type: Annual
Meeting Date: 09-May-2023
Ticker: CMI
ISIN: US2310211063
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1) Election of Director: N. Thomas Linebarger Mgmt For For
2) Election of Director: Jennifer W. Rumsey Mgmt For For
3) Election of Director: Gary L. Belske Mgmt For For
4) Election of Director: Robert J. Bernhard Mgmt For For
5) Election of Director: Bruno V. Di Leo Allen Mgmt For For
6) Election of Director: Stephen B. Dobbs Mgmt For For
7) Election of Director: Carla A. Harris Mgmt For For
8) Election of Director: Thomas J. Lynch Mgmt For For
9) Election of Director: William I. Miller Mgmt For For
10) Election of Director: Georgia R. Nelson Mgmt For For
11) Election of Director: Kimberly A. Nelson Mgmt For For
12) Election of Director: Karen H. Quintos Mgmt For For
13) Advisory vote to approve the compensation Mgmt For For
of our named executive officers as
disclosed in the proxy statement.
14) Advisory vote on the frequency of future Mgmt 1 Year For
advisory votes on executive compensation.
15) Proposal to ratify the appointment of Mgmt For For
PricewaterhouseCoopers LLP as our auditors
for 2023.
16) Approval of the Cummins Inc. Employee Stock Mgmt Against Against
Purchase Plan, as amended.
17) The shareholder proposal regarding an Shr For Against
independent chairman of the board.
18) The shareholder proposal regarding linking Shr Against For
executive compensation to achieving 1.5C
emissions reductions.
--------------------------------------------------------------------------------------------------------------------------
DEERE & COMPANY Agenda Number: 935755009
--------------------------------------------------------------------------------------------------------------------------
Security: 244199105
Meeting Type: Annual
Meeting Date: 22-Feb-2023
Ticker: DE
ISIN: US2441991054
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Leanne G. Caret Mgmt For For
1b. Election of Director: Tamra A. Erwin Mgmt For For
1c. Election of Director: Alan C. Heuberger Mgmt For For
1d. Election of Director: Charles O. Holliday, Mgmt For For
Jr.
1e. Election of Director: Michael O. Johanns Mgmt For For
1f. Election of Director: Clayton M. Jones Mgmt For For
1g. Election of Director: John C. May Mgmt For For
1h. Election of Director: Gregory R. Page Mgmt For For
1i. Election of Director: Sherry M. Smith Mgmt For For
1j. Election of Director: Dmitri L. Stockton Mgmt For For
1k. Election of Director: Sheila G. Talton Mgmt For For
2. Advisory vote to approve executive Mgmt For For
compensation("say-on-pay").
3. Advisory vote on the frequency of future Mgmt 1 Year For
say-on-pay votes.
4. Ratification of the appointment of Deloitte Mgmt For For
& Touche LLP as Deere's independent
registered public accounting firm for
fiscal 2023.
5. Shareholder proposal regarding termination Shr For Against
pay.
--------------------------------------------------------------------------------------------------------------------------
DEVON ENERGY CORPORATION Agenda Number: 935835352
--------------------------------------------------------------------------------------------------------------------------
Security: 25179M103
Meeting Type: Annual
Meeting Date: 07-Jun-2023
Ticker: DVN
ISIN: US25179M1036
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Barbara M. Baumann Mgmt For For
John E. Bethancourt Mgmt For For
Ann G. Fox Mgmt Withheld Against
Gennifer F. Kelly Mgmt For For
Kelt Kindick Mgmt For For
John Krenicki Jr. Mgmt For For
Karl F. Kurz Mgmt For For
Michael N. Mears Mgmt For For
Robert A. Mosbacher, Jr Mgmt For For
Richard E. Muncrief Mgmt For For
Valerie M. Williams Mgmt For For
2. Ratify the selection of the Company's Mgmt For For
Independent Auditors for 2023.
3. Advisory Vote to Approve Executive Mgmt For For
Compensation.
4. Advisory Vote on the Frequency of an Mgmt 1 Year For
Advisory Vote on Executive Compensation.
5. Approve an Amendment to the Company's Mgmt Against Against
Bylaws to Designate the Exclusive Forum for
the Adjudication of Certain Legal Matters.
6. Approve Amendments to the Certificate of Mgmt Against Against
Incorporation to Adopt Limitations on the
Liability of Officers Similar to Those That
Already Exist for Directors.
7. Stockholder Proposal to Reform the Near Shr For Against
Impossible Special Shareholder Meeting
Requirements.
--------------------------------------------------------------------------------------------------------------------------
DIAMONDBACK ENERGY, INC. Agenda Number: 935840339
--------------------------------------------------------------------------------------------------------------------------
Security: 25278X109
Meeting Type: Annual
Meeting Date: 08-Jun-2023
Ticker: FANG
ISIN: US25278X1090
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Election of Director: Travis D. Stice Mgmt For For
1.2 Election of Director: Vincent K. Brooks Mgmt For For
1.3 Election of Director: David L. Houston Mgmt For For
1.4 Election of Director: Rebecca A. Klein Mgmt For For
1.5 Election of Director: Stephanie K. Mains Mgmt For For
1.6 Election of Director: Mark L. Plaumann Mgmt For For
1.7 Election of Director: Melanie M. Trent Mgmt For For
1.8 Election of Director: Frank D. Tsuru Mgmt For For
1.9 Election of Director: Steven E. West Mgmt For For
2. Proposal to approve, on an advisory basis, Mgmt For For
the compensation paid to the Company's
named executive officers.
3. Proposal to approve amendments to the Mgmt For For
Company's charter to remove the 66 2/3%
supermajority vote requirements for the
stockholders to approve certain amendments
to the Company's charter and to remove
directors from office.
4. Proposal to approve amendments to the Mgmt For For
Company's charter to provide that
stockholders holding at least 25% of the
voting power, determined on a net long
basis, for at least one year, may call
special meetings of stockholders.
5. Proposal to approve amendments to the Mgmt Against Against
Company's charter to reflect new Delaware
law provisions regarding officer
exculpation.
6. Proposal to ratify the appointment of Grant Mgmt For For
Thornton LLP as the Company's independent
auditors for the fiscal year ending
December 31, 2023.
--------------------------------------------------------------------------------------------------------------------------
DUKE ENERGY CORPORATION Agenda Number: 935783440
--------------------------------------------------------------------------------------------------------------------------
Security: 26441C204
Meeting Type: Annual
Meeting Date: 04-May-2023
Ticker: DUK
ISIN: US26441C2044
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Derrick Burks Mgmt For For
1b. Election of Director: Annette K. Clayton Mgmt For For
1c. Election of Director: Theodore F. Craver, Mgmt For For
Jr.
1d. Election of Director: Robert M. Davis Mgmt For For
1e. Election of Director: Caroline Dorsa Mgmt For For
1f. Election of Director: W. Roy Dunbar Mgmt For For
1g. Election of Director: Nicholas C. Mgmt For For
Fanandakis
1h. Election of Director: Lynn J. Good Mgmt For For
1i. Election of Director: John T. Herron Mgmt For For
1j. Election of Director: Idalene F. Kesner Mgmt For For
1k. Election of Director: E. Marie McKee Mgmt For For
1l. Election of Director: Michael J. Pacilio Mgmt For For
1m. Election of Director: Thomas E. Skains Mgmt For For
1n. Election of Director: William E. Webster, Mgmt For For
Jr.
2. Ratification of Deloitte & Touche LLP as Mgmt For For
Duke Energy's independent registered public
accounting firm for 2023
3. Advisory vote to approve Duke Energy's Mgmt For For
named executive officer compensation
4. Advisory vote on the frequency of an Mgmt 1 Year For
advisory vote on executive compensation
5. Approval of the Duke Energy Corporation Mgmt For For
2023 Long-Term Incentive Plan
6. Shareholder proposal regarding simple Shr For
majority vote
7. Shareholder proposal regarding formation of Shr Against For
committee to evaluate decarbonization risk
--------------------------------------------------------------------------------------------------------------------------
ELEVANCE HEALTH, INC. Agenda Number: 935797502
--------------------------------------------------------------------------------------------------------------------------
Security: 036752103
Meeting Type: Annual
Meeting Date: 10-May-2023
Ticker: ELV
ISIN: US0367521038
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Gail K. Boudreaux Mgmt For For
1b. Election of Director: R. Kerry Clark Mgmt For For
1c. Election of Director: Robert L. Dixon, Jr. Mgmt For For
1d. Election of Director: Deanna D. Strable Mgmt For For
2. Advisory vote to approve the compensation Mgmt For For
of our named executive officers.
3. Advisory vote on the frequency of the Mgmt 1 Year For
advisory vote to approve the compensation
of our named executive officers.
4. To ratify the appointment of Ernst & Young Mgmt For For
LLP as the independent registered public
accounting firm for 2023.
5. Shareholder proposal to allow shareholders Shr For Against
owning 10% or more of our common stock to
call a special meeting of shareholders.
6. Shareholder proposal requesting annual Shr Against For
reporting from third parties seeking
financial support.
--------------------------------------------------------------------------------------------------------------------------
EMERSON ELECTRIC CO. Agenda Number: 935748600
--------------------------------------------------------------------------------------------------------------------------
Security: 291011104
Meeting Type: Annual
Meeting Date: 07-Feb-2023
Ticker: EMR
ISIN: US2910111044
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. ELECTION OF DIRECTOR FOR TERMS ENDING IN Mgmt For For
2026: Martin S. Craighead
1b. ELECTION OF DIRECTOR FOR TERMS ENDING IN Mgmt For For
2026: Gloria A. Flach
1c. ELECTION OF DIRECTOR FOR TERMS ENDING IN Mgmt For For
2026: Matthew S. Levatich
2. Ratification of KPMG LLP as Independent Mgmt For For
Registered Public Accounting Firm.
3. Approval, by non-binding advisory vote, of Mgmt For For
Emerson Electric Co. executive
compensation.
4. Advisory vote on frequency of future Mgmt 1 Year For
shareholder advisory approval of the
Company's executive compensation.
--------------------------------------------------------------------------------------------------------------------------
EOG RESOURCES, INC. Agenda Number: 935817049
--------------------------------------------------------------------------------------------------------------------------
Security: 26875P101
Meeting Type: Annual
Meeting Date: 24-May-2023
Ticker: EOG
ISIN: US26875P1012
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director to hold office until Mgmt Against Against
the 2024 annual meeting: Janet F. Clark
1b. Election of Director to hold office until Mgmt Against Against
the 2024 annual meeting: Charles R. Crisp
1c. Election of Director to hold office until Mgmt Against Against
the 2024 annual meeting: Robert P. Daniels
1d. Election of Director to hold office until Mgmt Against Against
the 2024 annual meeting: Lynn A. Dugle
1e. Election of Director to hold office until Mgmt Against Against
the 2024 annual meeting: C. Christopher
Gaut
1f. Election of Director to hold office until Mgmt Against Against
the 2024 annual meeting: Michael T. Kerr
1g. Election of Director to hold office until Mgmt Against Against
the 2024 annual meeting: Julie J. Robertson
1h. Election of Director to hold office until Mgmt Against Against
the 2024 annual meeting: Donald F. Textor
1i. Election of Director to hold office until Mgmt For For
the 2024 annual meeting: Ezra Y. Yacob
2. To ratify the appointment by the Audit Mgmt For For
Committee of the Board of Directors of
Deloitte & Touche LLP, independent
registered public accounting firm, as
auditors for the Company for the year
ending December 31, 2023.
3. To approve, by non-binding vote, the Mgmt For For
compensation of the Company's named
executive officers.
4. To recommend, by non-binding vote, the Mgmt 1 Year For
frequency of holding advisory votes on the
compensation of the Company's named
executive officers.
--------------------------------------------------------------------------------------------------------------------------
IHEARTMEDIA, INC. Agenda Number: 935814699
--------------------------------------------------------------------------------------------------------------------------
Security: 45174J509
Meeting Type: Annual
Meeting Date: 18-May-2023
Ticker: IHRT
ISIN: US45174J5092
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. DIRECTOR
Robert W. Pittman Mgmt For For
James A. Rasulo Mgmt For For
Richard J. Bressler Mgmt Withheld Against
Samuel E. Englebardt Mgmt For For
Brad Gerstner Mgmt For For
Cheryl Mills Mgmt For For
Graciela Monteagudo Mgmt For For
K. Sivaramakrishnan Mgmt For For
2. The ratification of the appointment of Mgmt For For
Ernst & Young LLP as our independent
registered public accounting firm for the
fiscal year ending December 31, 2023.
3. The approval, on an advisory (non-binding) Mgmt For For
basis, of the compensation of our named
executive officers.
4. The approval, on an advisory (non-binding) Mgmt 1 Year For
basis, of the frequency of future advisory
(non-binding) votes on the compensation of
our named executive officers.
5. The approval of an amendment to the Mgmt For For
iHeartMedia, Inc. 2021 Long- Term Incentive
Award Plan.
--------------------------------------------------------------------------------------------------------------------------
JOHNSON & JOHNSON Agenda Number: 935776813
--------------------------------------------------------------------------------------------------------------------------
Security: 478160104
Meeting Type: Annual
Meeting Date: 27-Apr-2023
Ticker: JNJ
ISIN: US4781601046
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Darius Adamczyk Mgmt For For
1b. Election of Director: Mary C. Beckerle Mgmt For For
1c. Election of Director: D. Scott Davis Mgmt For For
1d. Election of Director: Jennifer A. Doudna Mgmt For For
1e. Election of Director: Joaquin Duato Mgmt For For
1f. Election of Director: Marillyn A. Hewson Mgmt For For
1g. Election of Director: Paula A. Johnson Mgmt For For
1h. Election of Director: Hubert Joly Mgmt For For
1I. Election of Director: Mark B. McClellan Mgmt For For
1j. Election of Director: Anne M. Mulcahy Mgmt For For
1k. Election of Director: Mark A. Weinberger Mgmt For For
1l. Election of Director: Nadja Y. West Mgmt For For
2. Advisory Vote to Approve Named Executive Mgmt For For
Officer Compensation
3. Advisory Vote on the Frequency of Voting to Mgmt 1 Year For
Approve Named Executive Officer
Compensation
4. Ratification of Appointment of Mgmt For For
PricewaterhouseCoopers LLP as the
Independent Registered Public Accounting
Firm
5. Proposal Withdrawn (Federal Securities Laws Shr Abstain
Mandatory Arbitration Bylaw)
6. Vaccine Pricing Report Shr Against For
7. Executive Compensation Adjustment Policy Shr For Against
8. Impact of Extended Patent Exclusivities on Shr Against For
Product Access
--------------------------------------------------------------------------------------------------------------------------
LOCKHEED MARTIN CORPORATION Agenda Number: 935779655
--------------------------------------------------------------------------------------------------------------------------
Security: 539830109
Meeting Type: Annual
Meeting Date: 27-Apr-2023
Ticker: LMT
ISIN: US5398301094
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Daniel F. Akerson Mgmt For For
1b. Election of Director: David B. Burritt Mgmt For For
1c. Election of Director: Bruce A. Carlson Mgmt Against Against
1d. Election of Director: John M. Donovan Mgmt For For
1e. Election of Director: Joseph F. Dunford, Mgmt For For
Jr.
1f. Election of Director: James O. Ellis, Jr. Mgmt For For
1g. Election of Director: Thomas J. Falk Mgmt For For
1h. Election of Director: Ilene S. Gordon Mgmt For For
1i. Election of Director: Vicki A. Hollub Mgmt For For
1j. Election of Director: Jeh C. Johnson Mgmt For For
1k. Election of Director: Debra L. Reed-Klages Mgmt For For
1l. Election of Director: James D. Taiclet Mgmt For For
1m. Election of Director: Patricia E. Mgmt For For
Yarrington
2. Advisory Vote to Approve the Compensation Mgmt For For
of our Named Executive Officers
(Say-on-Pay).
3. Advisory Vote on the Frequency of Advisory Mgmt 1 Year For
Votes to Approve the Compensation of our
Named Executive Officers.
4. Ratification of the Appointment of Ernst & Mgmt For For
Young LLP as our Independent Auditors for
2023.
5. Stockholder Proposal Requiring Independent Shr For Against
Board Chairman.
6. Stockholder Proposal to Issue a Human Shr Against For
Rights Impact Assessment Report.
7. Stockholder Proposal to Issue a Report on Shr For Against
the Company's Intention to Reduce Full
Value Chain GHG Emissions.
--------------------------------------------------------------------------------------------------------------------------
MERCK & CO., INC. Agenda Number: 935809080
--------------------------------------------------------------------------------------------------------------------------
Security: 58933Y105
Meeting Type: Annual
Meeting Date: 23-May-2023
Ticker: MRK
ISIN: US58933Y1055
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Douglas M. Baker, Jr. Mgmt For For
1b. Election of Director: Mary Ellen Coe Mgmt For For
1c. Election of Director: Pamela J. Craig Mgmt For For
1d. Election of Director: Robert M. Davis Mgmt For For
1e. Election of Director: Thomas H. Glocer Mgmt For For
1f. Election of Director: Risa J. Mgmt For For
Lavizzo-Mourey, M.D.
1g. Election of Director: Stephen L. Mayo, Mgmt For For
Ph.D.
1h. Election of Director: Paul B. Rothman, M.D. Mgmt For For
1i. Election of Director: Patricia F. Russo Mgmt For For
1j. Election of Director: Christine E. Seidman, Mgmt For For
M.D.
1k. Election of Director: Inge G. Thulin Mgmt For For
1l. Election of Director: Kathy J. Warden Mgmt For For
1m. Election of Director: Peter C. Wendell Mgmt For For
2. Non-binding advisory vote to approve the Mgmt For For
compensation of our named executive
officers.
3. Non-binding advisory vote to approve the Mgmt 1 Year For
frequency of future votes to approve the
compensation of our named executive
officers.
4. Ratification of the appointment of the Mgmt For For
Company's independent registered public
accounting firm for 2023.
5. Shareholder proposal regarding business Shr Against For
operations in China.
6. Shareholder proposal regarding access to Shr Against For
COVID-19 products.
7. Shareholder proposal regarding indirect Shr Against For
political spending.
8. Shareholder proposal regarding patents and Shr Against For
access.
9. Shareholder proposal regarding a congruency Shr Against For
report of partnerships with globalist
organizations.
10. Shareholder proposal regarding an Shr For Against
independent board chairman.
--------------------------------------------------------------------------------------------------------------------------
MICROCHIP TECHNOLOGY INCORPORATED Agenda Number: 935688943
--------------------------------------------------------------------------------------------------------------------------
Security: 595017104
Meeting Type: Annual
Meeting Date: 23-Aug-2022
Ticker: MCHP
ISIN: US5950171042
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1.1 Election of Director: Matthew W. Chapman Mgmt For For
1.2 Election of Director: Esther L. Johnson Mgmt For For
1.3 Election of Director: Karlton D. Johnson Mgmt For For
1.4 Election of Director: Wade F. Meyercord Mgmt For For
1.5 Election of Director: Ganesh Moorthy Mgmt For For
1.6 Election of Director: Karen M. Rapp Mgmt For For
1.7 Election of Director: Steve Sanghi Mgmt For For
2. Proposal to ratify the appointment of Ernst Mgmt For For
& Young LLP as the independent registered
public accounting firm of Microchip for the
fiscal year ending March 31, 2023.
3. Proposal to approve, on an advisory Mgmt For For
(non-binding) basis, the compensation of
our named executives.
--------------------------------------------------------------------------------------------------------------------------
MICROSOFT CORPORATION Agenda Number: 935722567
--------------------------------------------------------------------------------------------------------------------------
Security: 594918104
Meeting Type: Annual
Meeting Date: 13-Dec-2022
Ticker: MSFT
ISIN: US5949181045
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Reid G. Hoffman Mgmt For For
1b. Election of Director: Hugh F. Johnston Mgmt For For
1c. Election of Director: Teri L. List Mgmt For For
1d. Election of Director: Satya Nadella Mgmt For For
1e. Election of Director: Sandra E. Peterson Mgmt Against Against
1f. Election of Director: Penny S. Pritzker Mgmt For For
1g. Election of Director: Carlos A. Rodriguez Mgmt For For
1h. Election of Director: Charles W. Scharf Mgmt Against Against
1i. Election of Director: John W. Stanton Mgmt For For
1j. Election of Director: John W. Thompson Mgmt For For
1k. Election of Director: Emma N. Walmsley Mgmt Against Against
1l. Election of Director: Padmasree Warrior Mgmt Against Against
2. Advisory vote to approve named executive Mgmt Against Against
officer compensation
3. Ratification of the Selection of Deloitte & Mgmt For For
Touche LLP as our Independent Auditor for
Fiscal Year 2023
4. Shareholder Proposal - Cost/Benefit Shr Against For
Analysis of Diversity and Inclusion
5. Shareholder Proposal - Report on Hiring of Shr Against For
Persons with Arrest or Incarceration
Records
6. Shareholder Proposal - Report on Investment Shr Against For
of Retirement Funds in Companies
Contributing to Climate Change
7. Shareholder Proposal - Report on Government Shr For Against
Use of Microsoft Technology
8. Shareholder Proposal - Report on Shr Against For
Development of Products for Military
9. Shareholder Proposal - Report on Tax Shr For Against
Transparency
--------------------------------------------------------------------------------------------------------------------------
MORGAN STANLEY Agenda Number: 935808646
--------------------------------------------------------------------------------------------------------------------------
Security: 617446448
Meeting Type: Annual
Meeting Date: 19-May-2023
Ticker: MS
ISIN: US6174464486
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Alistair Darling Mgmt For For
1b. Election of Director: Thomas H. Glocer Mgmt For For
1c. Election of Director: James P. Gorman Mgmt For For
1d. Election of Director: Robert H. Herz Mgmt For For
1e. Election of Director: Erika H. James Mgmt For For
1f. Election of Director: Hironori Kamezawa Mgmt For For
1g. Election of Director: Shelley B. Leibowitz Mgmt For For
1h. Election of Director: Stephen J. Luczo Mgmt For For
1i. Election of Director: Jami Miscik Mgmt For For
1j. Election of Director: Masato Miyachi Mgmt For For
1k. Election of Director: Dennis M. Nally Mgmt For For
1l. Election of Director: Mary L. Schapiro Mgmt For For
1m. Election of Director: Perry M. Traquina Mgmt For For
1n. Election of Director: Rayford Wilkins, Jr. Mgmt For For
2. To ratify the appointment of Deloitte & Mgmt For For
Touche LLP as independent auditor
3. To approve the compensation of executives Mgmt For For
as disclosed in the proxy statement
(non-binding advisory vote)
4. To vote on the frequency of holding a Mgmt 1 Year For
non-binding advisory vote on the
compensation of executives as disclosed in
the proxy statement (non-binding advisory
vote)
5. Shareholder proposal requesting adoption of Shr For Against
improved shareholder right to call a
special shareholder meeting
6. Shareholder proposal requesting adoption of Shr Against For
a policy to cease financing new fossil fuel
development
--------------------------------------------------------------------------------------------------------------------------
NEWMONT CORPORATION Agenda Number: 935776938
--------------------------------------------------------------------------------------------------------------------------
Security: 651639106
Meeting Type: Annual
Meeting Date: 26-Apr-2023
Ticker: NEM
ISIN: US6516391066
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Patrick G. Awuah, Jr. Mgmt For For
1b. Election of Director: Gregory H. Boyce Mgmt For For
1c. Election of Director: Bruce R. Brook Mgmt For For
1d. Election of Director: Maura J. Clark Mgmt For For
1e. Election of Director: Emma FitzGerald Mgmt For For
1f. Election of Director: Mary A. Laschinger Mgmt For For
1g. Election of Director: Jose Manuel Madero Mgmt For For
1h. Election of Director: Rene Medori Mgmt For For
1i. Election of Director: Jane Nelson Mgmt For For
1j. Election of Director: Tom Palmer Mgmt For For
1k. Election of Director: Julio M. Quintana Mgmt For For
1l. Election of Director: Susan N. Story Mgmt For For
2. Approval of the advisory resolution on Mgmt For For
Newmont's executive compensation.
3. Ratification of the Audit Committees Mgmt For For
appointment of Ernst and Young LLP as
Newmont's independent registered public
accounting firm for the fiscal year 2023.
4. Advisory vote on the frequency of future Mgmt 1 Year For
advisory votes on executive compensation.
--------------------------------------------------------------------------------------------------------------------------
NEXPOINT FUNDS Agenda Number: 935752952
--------------------------------------------------------------------------------------------------------------------------
Security: 65340G205
Meeting Type: Special
Meeting Date: 30-Jan-2023
Ticker: NXDT
ISIN: US65340G2057
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1. To consider and vote upon a Long Term Mgmt For For
Incentive Plan for the Company's trustees,
officers and key employees.
--------------------------------------------------------------------------------------------------------------------------
NEXPOINT FUNDS Agenda Number: 935861941
--------------------------------------------------------------------------------------------------------------------------
Security: 65340G205
Meeting Type: Annual
Meeting Date: 13-Jun-2023
Ticker: NXDT
ISIN: US65340G2057
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of trustee to serve until the 2024 Mgmt For For
annual meeting of shareholders: James
Dondero
1b. Election of trustee to serve until the 2024 Mgmt Withheld Against
annual meeting of shareholders: Brian Mitts
1c. Election of trustee to serve until the 2024 Mgmt For For
annual meeting of shareholders: Edward
Constantino
1d. Election of trustee to serve until the 2024 Mgmt Withheld Against
annual meeting of shareholders: Scott
Kavanaugh
1e. Election of trustee to serve until the 2024 Mgmt For For
annual meeting of shareholders: Arthur
Laffer
1f. Election of trustee to serve until the 2024 Mgmt For For
annual meeting of shareholders: Carol Swain
1g. Election of trustee to serve until the 2024 Mgmt Withheld Against
annual meeting of shareholders: Catherine
Wood
2. To approve the issuance of shares to the Mgmt For For
Company's adviser as payment of fees under
the Advisory Agreement, which may exceed
five percent of the common equity or the
voting power of the Company prior to such
issuance.
3. To approve in a non-binding, advisory vote, Mgmt For For
the compensation to our named executive
officers.
4. To approve in a non-binding, advisory vote, Mgmt 1 Year For
whether a shareholder vote to approve the
compensation of our named executive
officers should occur every one, two or
three years.
5. To ratify the appointment of KPMG LLP as Mgmt For For
the Company's independent registered public
accounting firm for 2023.
--------------------------------------------------------------------------------------------------------------------------
NEXTERA ENERGY, INC. Agenda Number: 935808696
--------------------------------------------------------------------------------------------------------------------------
Security: 65339F101
Meeting Type: Annual
Meeting Date: 18-May-2023
Ticker: NEE
ISIN: US65339F1012
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Nicole S. Arnaboldi Mgmt For For
1b. Election of Director: Sherry S. Barrat Mgmt Against Against
1c. Election of Director: James L. Camaren Mgmt Against Against
1d. Election of Director: Kenneth B. Dunn Mgmt For For
1e. Election of Director: Naren K. Gursahaney Mgmt For For
1f. Election of Director: Kirk S. Hachigian Mgmt Against Against
1g. Election of Director: John W. Ketchum Mgmt For For
1h. Election of Director: Amy B. Lane Mgmt For For
1i. Election of Director: David L. Porges Mgmt For For
1j. Election of Director: Deborah "Dev" Mgmt For For
Stahlkopf
1k. Election of Director: John A. Stall Mgmt For For
1l. Election of Director: Darryl L. Wilson Mgmt Against Against
2. Ratification of appointment of Deloitte & Mgmt For For
Touche LLP as NextEra Energy's independent
registered public accounting firm for 2023
3. Approval, by non-binding advisory vote, of Mgmt Against Against
NextEra Energy's compensation of its named
executive officers as disclosed in the
proxy statement
4. Non-Binding advisory vote on whether Mgmt 1 Year For
NextEra Energy should hold a non-binding
shareholder advisory vote to approve
NextEra Energy's compensation of its named
executive officers every 1, 2 or 3 years
5. A proposal entitled "Board Skills Shr For Against
Disclosure" requesting a chart of
individual board skills
--------------------------------------------------------------------------------------------------------------------------
PACKAGING CORPORATION OF AMERICA Agenda Number: 935787397
--------------------------------------------------------------------------------------------------------------------------
Security: 695156109
Meeting Type: Annual
Meeting Date: 02-May-2023
Ticker: PKG
ISIN: US6951561090
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Cheryl K. Beebe Mgmt For For
1b. Election of Director: Duane C. Farrington Mgmt For For
1c. Election of Director: Donna A. Harman Mgmt For For
1d. Election of Director: Mark W. Kowlzan Mgmt For For
1e. Election of Director: Robert C. Lyons Mgmt For For
1f. Election of Director: Thomas P. Maurer Mgmt For For
1g. Election of Director: Samuel M. Mencoff Mgmt Against Against
1h. Election of Director: Roger B. Porter Mgmt Against Against
1i. Election of Director: Thomas S. Souleles Mgmt Against Against
1j. Election of Director: Paul T. Stecko Mgmt For For
2. Proposal to ratify appointment of KPMG LLP Mgmt For For
as our auditors.
3. Proposal to approve our executive Mgmt For For
compensation.
4. Proposal on the frequency of the vote on Mgmt 1 Year For
executive compensation.
--------------------------------------------------------------------------------------------------------------------------
PIONEER NATURAL RESOURCES COMPANY Agenda Number: 935817241
--------------------------------------------------------------------------------------------------------------------------
Security: 723787107
Meeting Type: Annual
Meeting Date: 25-May-2023
Ticker: PXD
ISIN: US7237871071
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. ELECTION OF DIRECTOR: A.R. Alameddine Mgmt For For
1b. ELECTION OF DIRECTOR: Lori G. Billingsley Mgmt For For
1c. ELECTION OF DIRECTOR: Edison C. Buchanan Mgmt For For
1d. ELECTION OF DIRECTOR: Richard P. Dealy Mgmt For For
1e. ELECTION OF DIRECTOR: Maria S. Dreyfus Mgmt For For
1f. ELECTION OF DIRECTOR: Matthew M. Gallagher Mgmt For For
1g. ELECTION OF DIRECTOR: Phillip A. Gobe Mgmt For For
1h. ELECTION OF DIRECTOR: Stacy P. Methvin Mgmt For For
1i. ELECTION OF DIRECTOR: Royce W. Mitchell Mgmt For For
1j. ELECTION OF DIRECTOR: Scott D. Sheffield Mgmt For For
1k. ELECTION OF DIRECTOR: J. Kenneth Thompson Mgmt For For
1l. ELECTION OF DIRECTOR: Phoebe A. Wood Mgmt For For
2. RATIFICATION OF SELECTION OF ERNST & YOUNG Mgmt For For
LLP AS THE COMPANY'S INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM FOR 2023.
3. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE Mgmt For For
OFFICER COMPENSATION.
4. ADVISORY VOTE TO APPROVE THE FREQUENCY OF Mgmt 1 Year For
FUTURE ADVISORY VOTES ON EXECUTIVE
COMPENSATION.
--------------------------------------------------------------------------------------------------------------------------
QUALCOMM INCORPORATED Agenda Number: 935757281
--------------------------------------------------------------------------------------------------------------------------
Security: 747525103
Meeting Type: Annual
Meeting Date: 08-Mar-2023
Ticker: QCOM
ISIN: US7475251036
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director to hold office until Mgmt For For
the next annual meeting of stockholders:
Sylvia Acevedo
1b. Election of Director to hold office until Mgmt For For
the next annual meeting of stockholders:
Cristiano R. Amon
1c. Election of Director to hold office until Mgmt For For
the next annual meeting of stockholders:
Mark Fields
1d. Election of Director to hold office until Mgmt For For
the next annual meeting of stockholders:
Jeffrey W. Henderson
1e. Election of Director to hold office until Mgmt For For
the next annual meeting of stockholders:
Gregory N. Johnson
1f. Election of Director to hold office until Mgmt For For
the next annual meeting of stockholders:
Ann M. Livermore
1g. Election of Director to hold office until Mgmt For For
the next annual meeting of stockholders:
Mark D. McLaughlin
1h. Election of Director to hold office until Mgmt For For
the next annual meeting of stockholders:
Jamie S. Miller
1i. Election of Director to hold office until Mgmt For For
the next annual meeting of stockholders:
Irene B. Rosenfeld
1j. Election of Director to hold office until Mgmt For For
the next annual meeting of stockholders:
Kornelis (Neil) Smit
1k. Election of Director to hold office until Mgmt For For
the next annual meeting of stockholders:
Jean-Pascal Tricoire
1l. Election of Director to hold office until Mgmt For For
the next annual meeting of stockholders:
Anthony J. Vinciquerra
2. Ratification of the selection of Mgmt For For
PricewaterhouseCoopers LLP as our
independent public accountants for our
fiscal year ending September 24, 2023.
3. Approval of the QUALCOMM Incorporated 2023 Mgmt For For
Long-Term Incentive Plan.
4. Approval, on an advisory basis, of the Mgmt For For
compensation of our named executive
officers.
--------------------------------------------------------------------------------------------------------------------------
STARBUCKS CORPORATION Agenda Number: 935762193
--------------------------------------------------------------------------------------------------------------------------
Security: 855244109
Meeting Type: Annual
Meeting Date: 23-Mar-2023
Ticker: SBUX
ISIN: US8552441094
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Richard E. Allison, Mgmt Against Against
Jr.
1b. Election of Director: Andrew Campion Mgmt Against Against
1c. Election of Director: Beth Ford Mgmt For For
1d. Election of Director: Mellody Hobson Mgmt For For
1e. Election of Director: Jorgen Vig Knudstorp Mgmt For For
1f. Election of Director: Satya Nadella Mgmt For For
1g. Election of Director: Laxman Narasimhan Mgmt For For
1h. Election of Director: Howard Schultz Mgmt For For
2. Approval, on a nonbinding basis, of the Mgmt Against Against
compensation paid to our named executive
officers
3. Approval, on a nonbinding basis, of the Mgmt 1 Year For
frequency of future advisory votes on
executive compensation
4. Ratify the selection of Deloitte & Touche Mgmt For For
LLP as our independent registered public
accounting firm for fiscal 2023
5. Report on Plant-Based Milk Pricing Shr Against For
6. CEO Succession Planning Policy Amendment Shr For Against
7. Annual Reports on Company Operations in Shr Against For
China
8. Assessment of Worker Rights Commitments Shr For Against
9. Creation of Board Committee on Corporate Shr Against For
Sustainability
--------------------------------------------------------------------------------------------------------------------------
THE COCA-COLA COMPANY Agenda Number: 935776685
--------------------------------------------------------------------------------------------------------------------------
Security: 191216100
Meeting Type: Annual
Meeting Date: 25-Apr-2023
Ticker: KO
ISIN: US1912161007
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Herb Allen Mgmt For For
1b. Election of Director: Marc Bolland Mgmt For For
1c. Election of Director: Ana Botin Mgmt For For
1d. Election of Director: Christopher C. Davis Mgmt For For
1e. Election of Director: Barry Diller Mgmt For For
1f. Election of Director: Carolyn Everson Mgmt For For
1g. Election of Director: Helene D. Gayle Mgmt For For
1h. Election of Director: Alexis M. Herman Mgmt For For
1i. Election of Director: Maria Elena Mgmt For For
Lagomasino
1j. Election of Director: Amity Millhiser Mgmt For For
1k. Election of Director: James Quincey Mgmt For For
1l. Election of Director: Caroline J. Tsay Mgmt For For
1m. Election of Director: David B. Weinberg Mgmt For For
2. Advisory vote to approve executive Mgmt For For
compensation
3. Advisory vote on the frequency of future Mgmt 1 Year For
advisory votes to approve executive
compensation
4. Ratify the appointment of Ernst & Young LLP Mgmt For For
as independent Auditors of the Company to
serve for the 2023 fiscal year
5. Shareowner proposal requesting an audit of Shr Against For
the Company's impact on nonwhite
stakeholders
6. Shareowner proposal requesting a global Shr Against For
transparency report
7. Shareowner proposal regarding political Shr Against For
expenditures values alignment
8. Shareowner proposal requesting an Shr For Against
independent Board chair policy
9. Shareowner proposal requesting a report on Shr Against For
risks from state policies restricting
reproductive rights
--------------------------------------------------------------------------------------------------------------------------
THE HOME DEPOT, INC. Agenda Number: 935795659
--------------------------------------------------------------------------------------------------------------------------
Security: 437076102
Meeting Type: Annual
Meeting Date: 18-May-2023
Ticker: HD
ISIN: US4370761029
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Gerard J. Arpey Mgmt For For
1b. Election of Director: Ari Bousbib Mgmt For For
1c. Election of Director: Jeffery H. Boyd Mgmt For For
1d. Election of Director: Gregory D. Brenneman Mgmt For For
1e. Election of Director: J. Frank Brown Mgmt For For
1f. Election of Director: Albert P. Carey Mgmt For For
1g. Election of Director: Edward P. Decker Mgmt For For
1h. Election of Director: Linda R. Gooden Mgmt For For
1i. Election of Director: Wayne M. Hewett Mgmt For For
1j. Election of Director: Manuel Kadre Mgmt For For
1k. Election of Director: Stephanie C. Linnartz Mgmt For For
1l. Election of Director: Paula Santilli Mgmt For For
1m. Election of Director: Caryn Seidman-Becker Mgmt For For
2. Ratification of the Appointment of KPMG LLP Mgmt For For
3. Advisory Vote to Approve Executive Mgmt For For
Compensation ("Say-on-Pay")
4. Advisory Vote on the Frequency of Future Mgmt 1 Year For
Say-on-Pay Votes
5. Shareholder Proposal Regarding Amendment of Shr Against For
Shareholder Written Consent Right
6. Shareholder Proposal Regarding Independent Shr For Against
Board Chair
7. Shareholder Proposal Regarding Political Shr Against For
Contributions Congruency Analysis
8. Shareholder Proposal Regarding Rescission Shr Against For
of Racial Equity Audit Proposal Vote
9. Shareholder Proposal Regarding Senior Shr Against For
Management Commitment to Avoid Political
Speech
--------------------------------------------------------------------------------------------------------------------------
THE PROCTER & GAMBLE COMPANY Agenda Number: 935703149
--------------------------------------------------------------------------------------------------------------------------
Security: 742718109
Meeting Type: Annual
Meeting Date: 11-Oct-2022
Ticker: PG
ISIN: US7427181091
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. ELECTION OF DIRECTOR: B. Marc Allen Mgmt For For
1b. ELECTION OF DIRECTOR: Angela F. Braly Mgmt For For
1c. ELECTION OF DIRECTOR: Amy L. Chang Mgmt For For
1d. ELECTION OF DIRECTOR: Joseph Jimenez Mgmt For For
1e. ELECTION OF DIRECTOR: Christopher Mgmt For For
Kempczinski
1f. ELECTION OF DIRECTOR: Debra L. Lee Mgmt For For
1g. ELECTION OF DIRECTOR: Terry J. Lundgren Mgmt For For
1h. ELECTION OF DIRECTOR: Christine M. McCarthy Mgmt For For
1i. ELECTION OF DIRECTOR: Jon R. Moeller Mgmt For For
1j. ELECTION OF DIRECTOR: Rajesh Subramaniam Mgmt For For
1k. ELECTION OF DIRECTOR: Patricia A. Woertz Mgmt For For
2. Ratify Appointment of the Independent Mgmt For For
Registered Public Accounting Firm
3. Advisory Vote to Approve the Company's Mgmt For For
Executive Compensation (the "Say on Pay"
vote)
--------------------------------------------------------------------------------------------------------------------------
THE WILLIAMS COMPANIES, INC. Agenda Number: 935779706
--------------------------------------------------------------------------------------------------------------------------
Security: 969457100
Meeting Type: Annual
Meeting Date: 25-Apr-2023
Ticker: WMB
ISIN: US9694571004
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director for a one-year term: Mgmt For For
Alan S. Armstrong
1b. Election of Director for a one-year term: Mgmt For For
Stephen W. Bergstrom
1c. Election of Director for a one-year term: Mgmt For For
Michael A. Creel
1d. Election of Director for a one-year term: Mgmt For For
Stacey H. Dore
1e. Election of Director for a one-year term: Mgmt For For
Carri A. Lockhart
1f. Election of Director for a one-year term: Mgmt For For
Richard E. Muncrief
1g. Election of Director for a one-year term: Mgmt For For
Peter A. Ragauss
1h. Election of Director for a one-year term: Mgmt For For
Rose M. Robeson
1i. Election of Director for a one-year term: Mgmt For For
Scott D. Sheffield
1j. Election of Director for a one-year term: Mgmt For For
Murray D. Smith
1k. Election of Director for a one-year term: Mgmt For For
William H. Spence
1l. Election of Director for a one-year term: Mgmt For For
Jesse J. Tyson
2. Ratify the selection of Ernst & Young LLP Mgmt For For
as the Company's independent registered
public accounting firm for the fiscal year
ending December 31, 2023.
3. Approve, on an advisory basis, the Mgmt For For
compensation of our named executive
officers.
4. Approve, on an advisory basis, the Mgmt 1 Year For
frequency of future advisory votes to
approve the compensation of the Company's
named executive officers.
--------------------------------------------------------------------------------------------------------------------------
THERMO FISHER SCIENTIFIC INC. Agenda Number: 935803709
--------------------------------------------------------------------------------------------------------------------------
Security: 883556102
Meeting Type: Annual
Meeting Date: 24-May-2023
Ticker: TMO
ISIN: US8835561023
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Marc N. Casper Mgmt For For
1b. Election of Director: Nelson J. Chai Mgmt For For
1c. Election of Director: Ruby R. Chandy Mgmt For For
1d. Election of Director: C. Martin Harris Mgmt For For
1e. Election of Director: Tyler Jacks Mgmt For For
1f. Election of Director: R. Alexandra Keith Mgmt Against Against
1g. Election of Director: James C. Mullen Mgmt For For
1h. Election of Director: Lars R. Sorensen Mgmt For For
1i. Election of Director: Debora L. Spar Mgmt For For
1j. Election of Director: Scott M. Sperling Mgmt Against Against
1k. Election of Director: Dion J. Weisler Mgmt Against Against
2. An advisory vote to approve named executive Mgmt Against Against
officer compensation.
3. An advisory vote on the frequency of future Mgmt 1 Year For
named executive officer advisory votes.
4. Ratification of the Audit Committee's Mgmt For For
selection of PricewaterhouseCoopers LLP as
the Company's independent auditors for
2023.
5. Approval of the Company's Amended and Mgmt For For
Restated 2013 Stock Incentive Plan.
6. Approval of the Company's 2023 Global Mgmt For For
Employee Stock Purchase Plan.
--------------------------------------------------------------------------------------------------------------------------
UNION PACIFIC CORPORATION Agenda Number: 935805703
--------------------------------------------------------------------------------------------------------------------------
Security: 907818108
Meeting Type: Annual
Meeting Date: 18-May-2023
Ticker: UNP
ISIN: US9078181081
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: William J. DeLaney Mgmt For For
1b. Election of Director: David B. Dillon Mgmt For For
1c. Election of Director: Sheri H. Edison Mgmt For For
1d. Election of Director: Teresa M. Finley Mgmt For For
1e. Election of Director: Lance M. Fritz Mgmt For For
1f. Election of Director: Deborah C. Hopkins Mgmt For For
1g. Election of Director: Jane H. Lute Mgmt For For
1h. Election of Director: Michael R. McCarthy Mgmt For For
1i. Election of Director: Jose H. Villarreal Mgmt For For
1j. Election of Director: Christopher J. Mgmt For For
Williams
2. Ratification of the appointment of Deloitte Mgmt For For
& Touche LLP as the independent registered
public accounting firm of the Company for
2023.
3. An advisory vote to approve executive Mgmt For For
compensation ("Say On Pay").
4. An advisory vote on the frequency of future Mgmt 1 Year For
advisory votes on executive compensation
("Say on Frequency").
5. Shareholder proposal regarding independent Shr For Against
board chairman.
6. Shareholder proposal requesting an Shr For Against
amendment to our Bylaws to require
shareholder approval for certain future
amendments.
7. Shareholder proposal requesting a paid sick Shr Against For
leave policy.
--------------------------------------------------------------------------------------------------------------------------
UNITED PARCEL SERVICE, INC. Agenda Number: 935783894
--------------------------------------------------------------------------------------------------------------------------
Security: 911312106
Meeting Type: Annual
Meeting Date: 04-May-2023
Ticker: UPS
ISIN: US9113121068
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director to serve until 2024 Mgmt For For
annual meeting: Carol B. Tome
1b. Election of Director to serve until 2024 Mgmt For For
annual meeting: Rodney C. Adkins
1c. Election of Director to serve until 2024 Mgmt For For
annual meeting: Eva C. Boratto
1d. Election of Director to serve until 2024 Mgmt For For
annual meeting: Michael J. Burns
1e. Election of Director to serve until 2024 Mgmt For For
annual meeting: Wayne M. Hewett
1f. Election of Director to serve until 2024 Mgmt For For
annual meeting: Angela Hwang
1g. Election of Director to serve until 2024 Mgmt For For
annual meeting: Kate E. Johnson
1h. Election of Director to serve until 2024 Mgmt For For
annual meeting: William R. Johnson
1i. Election of Director to serve until 2024 Mgmt For For
annual meeting: Franck J. Moison
1j. Election of Director to serve until 2024 Mgmt For For
annual meeting: Christiana Smith Shi
1k. Election of Director to serve until 2024 Mgmt For For
annual meeting: Russell Stokes
1l. Election of Director to serve until 2024 Mgmt For For
annual meeting: Kevin Warsh
2. To approve on an advisory basis named Mgmt For For
executive officer compensation.
3. To approve on an advisory basis the Mgmt 1 Year For
frequency of future advisory votes on named
executive officer compensation.
4. To ratify the appointment of Deloitte & Mgmt For For
Touche LLP as UPS's independent registered
public accounting firm for the year ending
December 31, 2023.
5. To reduce the voting power of UPS class A Shr For Against
stock from 10 votes per share to one vote
per share.
6. To adopt independently verified Shr Against For
science-based greenhouse gas emissions
reduction targets.
7. To prepare a report on integrating GHG Shr Against For
emissions reductions targets into executive
compensation.
8. To prepare a report on addressing the Shr For Against
impact of UPS's climate change strategy on
relevant stakeholders consistent with the
"Just Transition" guidelines.
9. To prepare a report on risks or costs Shr Against For
caused by state policies restricting
reproductive rights.
10. To prepare a report on the impact of UPS's Shr Against For
DE&I policies on civil rights,
non-discrimination and returns to merit,
and the company's business.
11. To prepare an annual report on the Shr For Against
effectiveness of UPS's diversity, equity
and inclusion efforts.
--------------------------------------------------------------------------------------------------------------------------
UNITEDHEALTH GROUP INCORPORATED Agenda Number: 935835237
--------------------------------------------------------------------------------------------------------------------------
Security: 91324P102
Meeting Type: Annual
Meeting Date: 05-Jun-2023
Ticker: UNH
ISIN: US91324P1021
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Timothy Flynn Mgmt For For
1b. Election of Director: Paul Garcia Mgmt For For
1c. Election of Director: Kristen Gil Mgmt For For
1d. Election of Director: Stephen Hemsley Mgmt For For
1e. Election of Director: Michele Hooper Mgmt For For
1f. Election of Director: F. William McNabb III Mgmt For For
1g. Election of Director: Valerie Montgomery Mgmt For For
Rice, M.D.
1h. Election of Director: John Noseworthy, M.D. Mgmt For For
1i. Election of Director: Andrew Witty Mgmt For For
2. Advisory approval of the Company's Mgmt For For
executive compensation.
3. Advisory approval of the frequency of Mgmt 1 Year For
holding future say-on-pay votes.
4. Ratification of the appointment of Deloitte Mgmt For For
& Touche LLP as the independent registered
public accounting firm for the Company for
the year ending December 31, 2023.
5. If properly presented at the 2023 Annual Shr For Against
Meeting of Shareholders, the shareholder
proposal seeking a third-party racial
equity audit.
6. If properly presented at the 2023 Annual Shr Against For
Meeting of Shareholders, the shareholder
proposal requiring a political
contributions congruency report.
7. If properly presented at the 2023 Annual Shr For Against
Meeting of Shareholders, the shareholder
proposal seeking shareholder ratification
of termination pay.
--------------------------------------------------------------------------------------------------------------------------
WALMART INC. Agenda Number: 935833144
--------------------------------------------------------------------------------------------------------------------------
Security: 931142103
Meeting Type: Annual
Meeting Date: 31-May-2023
Ticker: WMT
ISIN: US9311421039
--------------------------------------------------------------------------------------------------------------------------
Prop.# Proposal Proposal Proposal Vote For/Against
Type Management
1a. Election of Director: Cesar Conde Mgmt For For
1b. Election of Director: Timothy P. Flynn Mgmt For For
1c. Election of Director: Sarah J. Friar Mgmt For For
1d. Election of Director: Carla A. Harris Mgmt Against Against
1e. Election of Director: Thomas W. Horton Mgmt For For
1f. Election of Director: Marissa A. Mayer Mgmt Against Against
1g. Election of Director: C. Douglas McMillon Mgmt Against Against
1h. Election of Director: Gregory B. Penner Mgmt Against Against
1i. Election of Director: Randall L. Stephenson Mgmt Against Against
1j. Election of Director: S. Robson Walton Mgmt Against Against
1k. Election of Director: Steuart L. Walton Mgmt Against Against
2. Advisory Vote on the Frequency of Future Mgmt 1 Year For
Say-On-Pay Votes.
3. Advisory Vote to Approve Named Executive Mgmt Against Against
Officer Compensation.
4. Ratification of Ernst & Young LLP as Mgmt For For
Independent Accountants.
5. Policy Regarding Worker Pay in Executive Shr Against For
Compensation.
6. Report on Human Rights Due Diligence. Shr Against For
7. Racial Equity Audit. Shr For Against
8. Racial and Gender Layoff Diversity Report. Shr Against For
9. Request to Require Shareholder Approval of Shr For Against
Certain Future Bylaw Amendments.
10. Report on Reproductive Rights and Data Shr Against For
Privacy.
11. Communist China Risk Audit. Shr Against For
12. Workplace Safety & Violence Review. Shr For Against
* Management position unknown
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
(Registrant) Loomis Sayles Funds II
By (Signature) /s/ David L. Giunta
Name David L. Giunta
Title President
Date 08/17/2023