N-PX 1 a19-12853_2npx.htm N-PX

 

 

 

UNITED STATES

OMB APPROVAL

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

OMB Number:  3235-0582

 

Expires:  May 31, 2021

 

Estimated average burden hours per response........7.2

 

FORM N-PX

 

ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
MANAGEMENT INVESTMENT COMPANY

 

Investment Company Act file number  811- 06565

 

Tekla Life Sciences Investors

(Exact name of registrant as specified in charter)

 

100 Federal Street, 19th Floor, Boston, MA

 

02110

(Address of principal executive offices)

 

(Zip code)

 

Laura Woodward
Tekla Life Sciences Investors
100 Federal Street, 19th Floor, Boston MA 02110

(Name and address of agent for service)

 

Registrant’s telephone number, including area code:  617-772-8500

 

Date of fiscal year end:  September 30

 

Date of reporting period:  7/1/18-6/30/19

 

Form N-PX is to be used by a registered management investment company, other than a small business investment company registered on Form N-5 (ss.ss. 239.24 and 274.5 of this chapter), to file reports with the Commission, no later than August 31 of each year, containing the registrant’s proxy voting record for the most recent twelve-month period ended June 30, pursuant to section 30 of the Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4).  The Commission may use the information provided on Form N-PX in its regulatory, disclosure review, inspection, and policymaking roles.

 

A registrant is required to disclose the information specified by Form N-PX, and the Commission will make this information public.  A registrant is not required to respond to the collection of information contained in Form N-PX unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number.  Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC  20549-0609.  The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. ss. 3507.

 

 

 


 

Item 1. Proxy Voting Record.

 


 

HQL Vote Summary

 

AC IMMUNE SA

 

Security

H00263105

Meeting Type

Annual

Ticker Symbol

ACIU

Meeting Date

28-Jun-2019

Record Date

23-May-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

A.

 

In the event that at the Annual General Meeting, shareholders or the Board of Directors make additional or amended motions to the published agenda items and/or put forward new motions or in absence of any specific instruction, I/we instruct the independent proxy to vote in respect to such motions as proposed by the Board of Directors.

 

Management

 

For

 

 

 

1.

 

Approval of the Annual Report, Annual Statutory Financial Statements and Financial Statements under IFRS of AC Immune SA for the year 2018.

 

Management

 

For

 

 

 

2.

 

Appropriation of Loss.

 

Management

 

For

 

 

 

3.

 

Discharge of the Members of the Board of Directors and the Executive Committee.

 

Management

 

For

 

 

 

4a.

 

Vote on Total Non-Performance-Related Compensation for Members of the Board of Directors from 1 July 2019 to 30 June 2020.

 

Management

 

For

 

 

 

4b.

 

Vote on Equity for Members of the Board of Directors.

 

Management

 

For

 

 

 

4c.

 

Vote on Total Non-Performance-Related Compensation for Members of the Executive Committee from 1 July 2019 to 30 June 2020.

 

Management

 

For

 

 

 

4d.

 

Vote on Total Variable Compensation for Members of the Executive Committee for the current year 2019.

 

Management

 

For

 

 

 

4e.

 

Vote on Equity for Members of the Executive Committee.

 

Management

 

For

 

 

 

5a.

 

Re-election of Douglas Williams as member and election as Chairman of the Board of Directors.

 

Management

 

For

 

 

 

5b.

 

Re-election of Martin Velasco as member and election as Vice- Chairman of the Board of Directors.

 

Management

 

For

 

 

 

5c.

 

Re-election of Peter Bollmann as Members of the Board.

 

Management

 

For

 

 

 

5d.

 

Re-election of Friedrich von Bohlen as Members of the Board.

 

Management

 

For

 

 

 

5e.

 

Re-election of Andrea Pfeifer as Members of the Board.

 

Management

 

For

 

 

 

5f.

 

Re-election of Tom Graney as Members of the Board.

 

Management

 

For

 

 

 

5g.

 

Re-election of Werner Lanthaler as Members of the Board.

 

Management

 

For

 

 

 

5h.

 

Election of Roy Twyman as Members of the Board.

 

Management

 

For

 

 

 

6a.

 

Re-election of Tom Graney to the Compensation, Nomination & Corporate Governance Committee.

 

Management

 

For

 

 

 

6b.

 

Re-election of Martin Velasco to the Compensation, Nomination & Corporate Governance Committee.

 

Management

 

For

 

 

 

6c.

 

Re-election of Douglas Williams to the Compensation, Nomination & Corporate Governance Committee.

 

Management

 

For

 

 

 

7.

 

Election of the independent proxy Reymond & Associés, represented by Denis Cherpillod, avocat, Lausanne.

 

Management

 

For

 

 

 

8.

 

Re-election of the Auditors, PricewaterhouseCoopers SA, Pully.

 

Management

 

For

 

 

 

9.

 

Authorized Share Capital.

 

Management

 

For

 

 

 

10.

 

Conditional Capital Increase for Bonds and Similar Debt Instruments.

 

Management

 

For

 

 

 

11.

 

Conditional Capital Increase for Employee Benefit Plans.

 

Management

 

For

 

 

 

 


 

ACADIA PHARMACEUTICALS INC.

 

Security

004225108

Meeting Type

Annual

Ticker Symbol

ACAD

Meeting Date

26-Jun-2019

Record Date

29-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Laura Brege

 

 

 

For

 

For

 

 

 

2

Stephen Davis

 

 

 

For

 

For

 

2.

 

To approve an amendment to our 2010 Equity Incentive Plan, as amended, to, among other things, increase the aggregate number of shares of common stock authorized for issuance under the plan by 8,300,000 shares.

 

Management

 

For

 

For

 

3.

 

To approve an amendment to our 2004 Employee Stock Purchase Plan, as amended, to, among other things, increase the aggregate number of shares of common stock authorized for issuance under the plan by 600,000 shares.

 

Management

 

For

 

For

 

4.

 

To approve, on an advisory basis, the compensation of our named executive officers, as disclosed in the proxy statement for the annual meeting.

 

Management

 

For

 

For

 

5.

 

To ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019.

 

Management

 

For

 

For

 

 

ACCELERON PHARMA INC.

 

Security

00434H108

Meeting Type

Annual

Ticker Symbol

XLRN

Meeting Date

06-Jun-2019

Record Date

09-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a.

 

Election of Class III Director: Tom Maniatis, Ph.D.

 

Management

 

For

 

For

 

1b.

 

Election of Class III Director: Richard F. Pops

 

Management

 

For

 

For

 

1c.

 

Election of Class III Director: Joseph S. Zakrzewski

 

Management

 

For

 

For

 

2.

 

To approve, on an advisory basis, the compensation paid to the Company’s named executive officers as disclosed in the proxy statement.

 

Management

 

For

 

For

 

3.

 

To ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.

 

Management

 

For

 

For

 

 


 

ADAPTIMMUNE THERAPEUTICS PLC

 

Security

00653A107

Meeting Type

Annual

Ticker Symbol

ADAP

Meeting Date

02-May-2019

Record Date

15-Mar-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

O1

 

To re-elect as a director, John Furey, who retires in accordance with the Articles of Association.

 

Management

 

For

 

For

 

O2

 

To re-elect as a director, Ali Behbahani, who retires by rotation in accordance with the Articles of Association.

 

Management

 

For

 

For

 

O3

 

To re-elect as a director, James Noble, who retires by rotation in accordance with the Articles of Association.

 

Management

 

For

 

For

 

O4

 

To re-appoint KPMG LLP as auditors of the Company, to hold office until the conclusion of the next annual general meeting of shareholders.

 

Management

 

For

 

For

 

O5

 

To authorize the Audit Committee to determine our auditors’ remuneration for the fiscal year ending December 31, 2019.

 

Management

 

For

 

For

 

O6

 

To receive the U.K. statutory annual accounts and reports for the fiscal year ended December 31, 2018 and to note that the Directors do not recommend the payment of any dividend for the year ended December 31, 2018.

 

Management

 

For

 

For

 

O7

 

To approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers for the year ended December 31, 2018.

 

Management

 

For

 

For

 

O8

 

To indicate, on a non-binding, advisory basis, the preferred frequency of future shareholder advisory votes on the compensation of the Company’s named executive officers.

 

Management

 

1 Year

 

For

 

O9

 

To receive and approve our U.K. statutory directors’ remuneration report for the year ended December 31, 2018.

 

Management

 

For

 

For

 

O10

 

To authorize the Directors under Section 551 of the U.K. Companies Act 2006 (the “2006 Act”) to allot shares or to grant rights to subscribe for or to convert any security into shares.

 

Management

 

For

 

For

 

S11

 

To empower the Directors to allot equity securities for cash pursuant to Section 570(1) of the 2006 Act as if Section 561(1) of the 2006 Act did not apply to that allotment.

 

Management

 

For

 

For

 

 

AERIE PHARMACEUTICALS, INC.

 

Security

00771V108

Meeting Type

Annual

Ticker Symbol

AERI

Meeting Date

23-May-2019

Record Date

26-Mar-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

G. D. Cagle, Ph.D.

 

 

 

For

 

For

 

 

 

2

R. Croarkin

 

 

 

For

 

For

 

2.

 

Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.

 

Management

 

For

 

For

 

3.

 

To approve, by a non-binding vote, the compensation of our named executive officers (“say-on-pay”).

 

Management

 

For

 

For

 

 


 

AERPIO PHARMACEUTICALS, INC.

 

Security

00810B105

Meeting Type

Annual

Ticker Symbol

ARPO

Meeting Date

18-Jun-2019

Record Date

22-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Anupam Dalal

 

 

 

For

 

For

 

 

 

2

Pravin Dugel

 

 

 

For

 

For

 

 

 

3

Steven Prelack

 

 

 

For

 

For

 

2.

 

To ratify the appointment of Ernst & Young, LLP as Aerpio’s independent registered accounting firm for the fiscal year ending December 31, 2019.

 

Management

 

For

 

For

 

 

AFFIMED N.V

 

Security

N01045108

Meeting Type

Annual

Ticker Symbol

AFMD

Meeting Date

25-Jun-2019

Record Date

28-May-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

4.

 

Discussion of the 2018 Statutory Annual Report and proposal to adopt the financial statements for the financial year 2018, as prepared in accordance with Dutch law

 

Management

 

For

 

For

 

5.

 

Discharge of the managing directors for their management during the financial year 2018

 

Management

 

For

 

For

 

6.

 

Discharge of the supervisory directors for their supervision during the financial year 2018

 

Management

 

For

 

For

 

7.

 

Reappointment of Dr. Bernhard Ehmer as a supervisory director

 

Management

 

For

 

For

 

8.

 

Appointment of the auditor for the financial year 2019

 

Management

 

For

 

For

 

9a.

 

Authorization to the Management Board to issue common shares and/or grant rights to subscribe for common shares

 

Management

 

For

 

For

 

9b.

 

Authorization to the Management Board to restrict and/or exclude pre-emptive rights in connection with agenda item 9 a.

 

Management

 

For

 

For

 

10.

 

Authorization to acquire shares

 

Management

 

For

 

For

 

 

AGIOS PHARMACEUTICALS, INC.

 

Security

00847X104

Meeting Type

Annual

Ticker Symbol

AGIO

Meeting Date

29-May-2019

Record Date

08-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Jacqualyn A.Fouse, PhD

 

 

 

For

 

For

 

 

 

2

David Scadden, M.D.

 

 

 

For

 

For

 

 

 

3

David P. Schenkein, MD

 

 

 

For

 

For

 

2.

 

To vote, on an advisory basis, to approve named executive officer compensation.

 

Management

 

For

 

For

 

3.

 

To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2019.

 

Management

 

For

 

For

 

 


 

AKEBIA THERAPEUTICS, INC.

 

Security

00972D105

Meeting Type

Special

Ticker Symbol

AKBA

Meeting Date

11-Dec-2018

Record Date

22-Oct-2018

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

To approve the issuance of shares of common stock, par value $0.00001 per share of Akebia Therapeutics, Inc. in connection with the merger of Alpha Therapeutics Merger Sub, Inc. (“Merger Sub”), a wholly owned subsidiary of Akebia Therapeutics, Inc. (“Akebia”), with and into Keryx Biopharmaceuticals, Inc. (“Keryx”), as described in the Agreement and Plan of Merger.

 

Management

 

For

 

For

 

2

 

The Adjournment Proposal: To approve adjournments of the special meeting of stockholders from time to time, if necessary or appropriate, including to solicit additional proxies in favor of the Share Issuance Proposal if there are insufficient votes at the time of such adjournment to approve such proposal.

 

Management

 

For

 

For

 

 

AKEBIA THERAPEUTICS, INC.

 

Security

00972D105

Meeting Type

Annual

Ticker Symbol

AKBA

Meeting Date

06-Jun-2019

Record Date

12-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

John P. Butler

 

 

 

For

 

For

 

 

 

2

Michael T. Heffernan

 

 

 

For

 

For

 

 

 

3

Jodie P. Morrison

 

 

 

For

 

For

 

2.

 

Ratification of the appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.

 

Management

 

For

 

For

 

3.

 

Approval of the Amended and Restated 2014 Employee Stock Purchase Plan.

 

Management

 

For

 

For

 

 


 

ALBIREO PHARMA INC.

 

Security

01345P106

Meeting Type

Annual

Ticker Symbol

ALBO

Meeting Date

14-Jun-2019

Record Date

17-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

David Chiswell, Ph.D.

 

 

 

For

 

For

 

 

 

2

Davey S. Scoon

 

 

 

For

 

For

 

2.

 

To approve the amendment to the Albireo Pharma, Inc. 2018 Equity Incentive Plan.

 

Management

 

For

 

For

 

3.

 

To ratify the appointment of Ernst & Young LLP as Albireo’s independent registered public accounting firm for the fiscal year ending December 31, 2019.

 

Management

 

For

 

For

 

 

ALEXION PHARMACEUTICALS, INC.

 

Security

015351109

Meeting Type

Annual

Ticker Symbol

ALXN

Meeting Date

14-May-2019

Record Date

15-Mar-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Felix J. Baker

 

 

 

For

 

For

 

 

 

2

David R. Brennan

 

 

 

For

 

For

 

 

 

3

Christopher J. Coughlin

 

 

 

For

 

For

 

 

 

4

Deborah Dunsire

 

 

 

For

 

For

 

 

 

5

Paul A. Friedman

 

 

 

For

 

For

 

 

 

6

Ludwig N. Hantson

 

 

 

For

 

For

 

 

 

7

John T. Mollen

 

 

 

For

 

For

 

 

 

8

Francois Nader

 

 

 

For

 

For

 

 

 

9

Judith A. Reinsdorf

 

 

 

For

 

For

 

 

 

10

Andreas Rummelt

 

 

 

For

 

For

 

2.

 

Ratification of appointment by the Board of Directors of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm.

 

Management

 

For

 

For

 

3.

 

Approval of a non-binding advisory vote of the 2018 compensation paid to Alexion’s named executive officers.

 

Management

 

For

 

For

 

4.

 

Shareholder proposal requesting certain proxy access Bylaw amendments.

 

Shareholder

 

Against

 

For

 

 


 

ALKERMES PLC

 

Security

G01767105

Meeting Type

Annual

Ticker Symbol

ALKS

Meeting Date

22-May-2019

Record Date

21-Mar-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.1

 

To elect as Class II director to serve for a three-year term: David W. Anstice AO

 

Management

 

For

 

For

 

1.2

 

To elect as Class II director to serve for a three-year term: Robert A. Breyer

 

Management

 

For

 

For

 

1.3

 

To elect as Class II director to serve for a three-year term: Wendy L. Dixon, Ph.D.

 

Management

 

For

 

For

 

2.

 

To approve, on an advisory basis, the compensation of the Company’s named executive officers.

 

Management

 

For

 

For

 

3.

 

To ratify, on a non-binding, advisory basis, the appointment of PricewaterhouseCoopers LLP as the independent auditor and accounting firm of the Company, and to authorize, in a binding vote, the Audit and Risk Committee of the Board to set the independent auditor and accounting firm’s remuneration.

 

Management

 

For

 

For

 

4.

 

To approve the Alkermes plc 2018 Stock Option and Incentive Plan, as amended.

 

Management

 

For

 

For

 

 

ALLIQUA BIOMEDICAL, INC.

 

Security

019621309

Meeting Type

Special

Ticker Symbol

ALQA

Meeting Date

08-Mar-2019

Record Date

22-Jan-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

A proposal to approve the Merger, the Merger Agreement, the issuance of the Company’s common stock pursuant to the Merger Agreement and transactions contemplated by the Merger, as well as the resulting “change of control” of the Company under Nasdaq rules (the “Merger Proposal”).

 

Management

 

For

 

For

 

2.

 

A proposal to amend the Company’s amended and restated certificate of incorporation to effect a reverse stock split of the Company’s common stock (the “Reverse Stock Split Proposal”).

 

Management

 

For

 

For

 

3.

 

A proposal to adjourn or postpone the Special Meeting, if necessary or appropriate, for the purpose of soliciting additional votes for the approval of the Merger Proposal and the Reverse Stock Split Proposal (the “Adjournment Proposal”).

 

Management

 

For

 

For

 

 


 

ALNYLAM PHARMACEUTICALS, INC.

 

Security

02043Q107

Meeting Type

Annual

Ticker Symbol

ALNY

Meeting Date

25-Apr-2019

Record Date

01-Mar-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a.

 

Election of Class III Director: Margaret A. Hamburg, M.D.

 

Management

 

For

 

For

 

1b.

 

Election of Class III Director: Steven M. Paul, M.D.

 

Management

 

For

 

For

 

1c.

 

Election of Class III Director: Colleen F. Reitan

 

Management

 

For

 

For

 

1d.

 

Election of Class III Director: Amy W. Schulman

 

Management

 

For

 

For

 

2.

 

To approve an Amendment to our Restated Certificate of Incorporation to permit the holders of at least a majority of our common stock to call special meetings of the stockholders.

 

Management

 

For

 

For

 

3.

 

To approve an Amendment to our Restated Certificate of Incorporation to increase the number of authorized shares of common stock thereunder.

 

Management

 

For

 

For

 

4.

 

To approve an Amendment to our 2018 Stock Incentive Plan.

 

Management

 

For

 

For

 

5.

 

To approve, in a non-binding advisory vote, the compensation of Alnylam’s named executive officers.

 

Management

 

For

 

For

 

6.

 

To ratify the appointment of PricewaterhouseCoopers LLP, an independent registered public accounting firm, as Alnylam’s independent auditors for the fiscal year ending December 31, 2019.

 

Management

 

For

 

For

 

 

ALTERG, INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

4-Sep-2018

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

Coversion of All Outstanding Preferred Stock

 

Management

 

For

 

For

 

2

 

Reverse Stock Split and Certificate of Incorporation

 

Management

 

For

 

For

 

3

 

Series D Financing

 

Management

 

For

 

For

 

4

 

Waiver of Preemptive Right and Notice

 

Management

 

For

 

For

 

5

 

Increase of 2007 Stock Option Plan

 

Management

 

For

 

For

 

6

 

Board of Directors

 

Management

 

For

 

For

 

7

 

Omnibus Resolutions

 

Management

 

For

 

For

 

 


 

AMARIN CORPORATION PLC

 

Security

023111206

Meeting Type

Annual

Ticker Symbol

AMRN

Meeting Date

20-May-2019

Record Date

11-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

To re-elect Mr. Jan van Heek as a director.

 

Management

 

For

 

For

 

2.

 

To re-elect Ms. Kristine Peterson as a director.

 

Management

 

For

 

For

 

3.

 

To hold an advisory (non-binding) vote to approve the compensation of the Company’s “named executive officers” as described in full in the “Executive Compensation Discussion and Analysis” section, the tabular disclosure regarding such compensation, and the accompanying narrative disclosure on pages 25 to 55 of the accompanying Proxy Statement.

 

Management

 

For

 

For

 

4.

 

To appoint Ernst & Young LLP as auditors of the Company to hold office until the conclusion of the next general meeting at which accounts are laid before the Company and to authorize the Audit Committee of the Board of Directors of the Company to fix the auditors’ remuneration as described in full on pages 9 to 10 of the accompanying Proxy Statement.

 

Management

 

For

 

For

 

5.

 

To generally and unconditionally reauthorize the Board of Directors of the Company to exercise all powers of the Company to allot shares in the Company or grant rights to subscribe for or to convert any security into shares of the Company up to an aggregate nominal amount of GBP 148,000,000 (being the aggregate nominal amount of GBP 125,000,000 in respect of ordinary shares and GBP 23,000,000 in respect of preference shares) as described in full on pages 11 to 12 of the accompanying Proxy Statement.

 

Management

 

For

 

For

 

6.

 

To, subject to the passing of Resolution No. 5, disapply statutory pre-emption rights otherwise applicable to shares in the Company allotted by the Board of Directors, up to an aggregate nominal amount of GBP 148,000,000 (being the aggregate nominal amount of GBP 125,000,000 in respect of ordinary shares and GBP 23,000,000 in respect of preference shares) as described in full on pages 13 to 14 of the accompanying Proxy Statement.

 

Management

 

For

 

For

 

 


 

AMGEN INC.

 

Security

031162100

Meeting Type

Annual

Ticker Symbol

AMGN

Meeting Date

21-May-2019

Record Date

22-Mar-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a.

 

Election of Director: Dr. Wanda M. Austin

 

Management

 

For

 

For

 

1b.

 

Election of Director: Mr. Robert A. Bradway

 

Management

 

For

 

For

 

1c.

 

Election of Director: Dr. Brian J. Druker

 

Management

 

For

 

For

 

1d.

 

Election of Director: Mr. Robert A. Eckert

 

Management

 

For

 

For

 

1e.

 

Election of Director: Mr. Greg C. Garland

 

Management

 

For

 

For

 

1f.

 

Election of Director: Mr. Fred Hassan

 

Management

 

For

 

For

 

1g.

 

Election of Director: Dr. Rebecca M. Henderson

 

Management

 

For

 

For

 

1h.

 

Election of Director: Mr. Charles M. Holley, Jr.

 

Management

 

For

 

For

 

1i.

 

Election of Director: Dr. Tyler Jacks

 

Management

 

For

 

For

 

1j.

 

Election of Director: Ms. Ellen J. Kullman

 

Management

 

For

 

For

 

1k.

 

Election of Director: Dr. Ronald D. Sugar

 

Management

 

For

 

For

 

1l.

 

Election of Director: Dr. R. Sanders Williams

 

Management

 

For

 

For

 

2.

 

Advisory vote to approve our executive compensation.

 

Management

 

For

 

For

 

3.

 

To ratify the selection of Ernst & Young LLP as our independent registered public accountants for the fiscal year ending December 31, 2019.

 

Management

 

For

 

For

 

 

AMICUS THERAPEUTICS, INC.

 

Security

03152W109

Meeting Type

Annual

Ticker Symbol

FOLD

Meeting Date

27-Jun-2019

Record Date

29-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

John F. Crowley

 

 

 

For

 

For

 

 

 

2

Margaret G. McGlynn

 

 

 

For

 

For

 

 

 

3

Michael G. Raab

 

 

 

For

 

For

 

 

 

4

Glenn P. Sblendorio

 

 

 

For

 

For

 

2.

 

Approval of the Amended and Restated 2007 Equity Incentive Plan to add 7,000,000 shares to the equity pool.

 

Management

 

For

 

For

 

3.

 

Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.

 

Management

 

For

 

For

 

4.

 

Approval, on an advisory basis, the Company’s executive compensation.

 

Management

 

For

 

For

 

 


 

AMPHIVENA THERAPEUTICS, INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

7-Dec-2018

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

Approval of Amended and Restated Certificate of Incorporation; Reverse Stock Split

 

Management

 

For

 

For

 

2

 

Approval of Amendment to 2013 Stock Incentive Plan

 

Management

 

For

 

For

 

3

 

Approval of Increase in Board Size

 

Management

 

For

 

For

 

4

 

Amended and Restated Bylaws

 

Management

 

For

 

For

 

5

 

Waiver of Right of First Offer

 

Management

 

For

 

For

 

6

 

Omnibus Resolutions

 

Management

 

For

 

For

 

 

AMPHIVENA THERAPEUTICS, INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

7-Dec-2018

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

Election of Series C Directors

 

Management

 

For

 

For

 

 

AMPHIVENA THERAPEUTICS, INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

28-May-2019

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

Approval of Certificate of Amendment to Amended and Restated Certificate of Incorporation

 

Management

 

For

 

For

 

2

 

Omnibus Resolutions

 

Management

 

For

 

For

 

 

ANAPTYSBIO INC

 

Security

032724106

Meeting Type

Annual

Ticker Symbol

ANAB

Meeting Date

11-Jun-2019

Record Date

18-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Hamza Suria

 

 

 

For

 

For

 

 

 

2

J. Anthony Ware

 

 

 

For

 

For

 

2.

 

To ratify the appointment of KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2019.

 

Management

 

For

 

For

 

3.

 

Non-binding advisory vote on compensation of our named executive officers.

 

Management

 

For

 

For

 

4.

 

Non-binding advisory vote on the frequency of holding future advisory votes regarding named executive officer compensation.

 

Management

 

1 Year

 

For

 

 


 

ARCA BIOPHARMA, INC.

 

Security

00211Y407

Meeting Type

Special

Ticker Symbol

ABIO

Meeting Date

18-Oct-2018

Record Date

12-Sep-2018

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

Amendment to the Company’s Certificate of Incorporation to effect a reverse split of the Company’s outstanding common stock, in which from three to twenty shares of common stock would be combined into one share and to authorize the Company’s Board of Directors to select and file one such certificate of amendment within the next.

 

Management

 

For

 

For

 

 

ARDELYX, INC

 

Security

039697107

Meeting Type

Annual

Ticker Symbol

ARDX

Meeting Date

13-Jun-2019

Record Date

18-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Geoffrey A. Block, M.D.

 

 

 

For

 

For

 

 

 

2

David Mott

 

 

 

For

 

For

 

 

 

3

Michael Raab

 

 

 

For

 

For

 

2.

 

To ratify the selection, by the Audit Committee of our Board of Directors, of Ernst & Young, LLP as the independent registered public accounting firm of the Company for the fiscal year ended December 31, 2019.

 

Management

 

For

 

For

 

 

ARENA PHARMACEUTICALS, INC.

 

Security

040047607

Meeting Type

Annual

Ticker Symbol

ARNA

Meeting Date

13-Jun-2019

Record Date

24-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Jayson Dallas, M.D.

 

 

 

For

 

For

 

 

 

2

Oliver Fetzer, Ph.D.

 

 

 

For

 

For

 

 

 

3

Kieran T. Gallahue

 

 

 

For

 

For

 

 

 

4

Jennifer Jarrett

 

 

 

For

 

For

 

 

 

5

Amit D. Munshi

 

 

 

For

 

For

 

 

 

6

Garry A. Neil, M.D.

 

 

 

For

 

For

 

 

 

7

Tina S. Nova, Ph.D.

 

 

 

For

 

For

 

 

 

8

Manmeet S. Soni

 

 

 

For

 

For

 

 

 

9

Randall E. Woods

 

 

 

For

 

For

 

2.

 

To approve, on an advisory basis, the compensation of our named executive officers, as disclosed in the proxy statement accompanying this notice.

 

Management

 

For

 

For

 

3.

 

To approve an amendment and restatement of the Arena Pharmaceuticals, Inc. Amended and Restated 2017 Long-Term Incentive Plan to, among other things, increase the number of shares authorized for issuance under the Amended and Restated 2017 Long-Term Incentive Plan.

 

Management

 

For

 

For

 

4.

 

To approve the Arena Pharmaceuticals, Inc. 2019 Employee Stock Purchase Plan.

 

Management

 

For

 

For

 

5.

 

To ratify the appointment of KPMG LLP, an independent registered public accounting firm, as our independent auditors for the fiscal year ending December 31, 2019.

 

Management

 

For

 

For

 

 


 

ARGENX SE

 

Security

04016X101

Meeting Type

Annual

Ticker Symbol

ARGX

Meeting Date

07-May-2019

Record Date

08-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

4b.

 

Adoption of the 2018 annual accounts

 

Management

 

For

 

For

 

4d.

 

Allocation of losses of the Company in the financial year 2018 to the retained earnings of the Company

 

Management

 

For

 

For

 

4e.

 

Proposal to release the members of the board of directors from liability for their respective duties carried out in the financial year 2018

 

Management

 

For

 

For

 

5.

 

Re-appointment of Donald deBethizy as non-executive director to the board of directors of the Company

 

Management

 

For

 

For

 

6.

 

Approval of the amended argenx option plan

 

Management

 

For

 

For

 

7.

 

Authorization of the board of directors to grant options (rights to subscribe for shares) pursuant to, and within the limits of, the argenx option plan, for a period of 18 months from the annual general meeting

 

Management

 

Against

 

Against

 

8.

 

Authorization of the board of directors to issue shares in the share capital of the Company up to a maximum of 20% of the outstanding capital at the date of the general meeting, for a period of 18 months from the annual general meeting

 

Management

 

Against

 

Against

 

9.

 

Authorization of the board of directors to limit or exclude pre-emptive rights regarding an issuance of new shares or grant rights to subscribe for shares pursuant to the authorization referred to under 7. and 8. above for a period of 18 months from the annual general meeting

 

Management

 

Against

 

Against

 

10.

 

Appointment of Deloitte Accountants B.V. as statutory auditor for the 2019 financial year

 

Management

 

For

 

For

 

 

ARQULE, INC.

 

Security

04269E107

Meeting Type

Annual

Ticker Symbol

ARQL

Meeting Date

14-May-2019

Record Date

20-Mar-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Susan L. Kelley, M.D.

 

 

 

For

 

For

 

 

 

2

Michael D. Loberg Ph.D.

 

 

 

For

 

For

 

2.

 

To approve an amendment to our 2014 Equity Incentives Plan to increase the number of shares of our Common Stock available for issuance pursuant to future awards made under the plan by 2,750,000.

 

Management

 

For

 

For

 

3.

 

To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2019.

 

Management

 

For

 

For

 

4.

 

To approve, by non-binding vote, the compensation of our named executive officers.

 

Management

 

For

 

For

 

 


 

ARRAY BIOPHARMA INC.

 

Security

04269X105

Meeting Type

Annual

Ticker Symbol

ARRY

Meeting Date

25-Oct-2018

Record Date

29-Aug-2018

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a.

 

Election of Class III director: Charles M. Baum, M.D., Ph.D.

 

Management

 

For

 

For

 

1b.

 

Election of Class III director: Gwen Fyfe, M.D.

 

Management

 

For

 

For

 

2.

 

Amendment of our Amended and Restated Certificate of Incorporation to increase the authorized shares of common stock from 280,000,000 to 340,000,000.

 

Management

 

For

 

For

 

3.

 

Advisory vote to approve the compensation of our named executive officers as disclosed in the accompanying Proxy Statement.

 

Management

 

For

 

For

 

4.

 

Ratification of the appointment of KPMG LLP as our independent registered public accountants for the fiscal year ending June 30, 2019.

 

Management

 

For

 

For

 

 

ARROWHEAD PHARMACEUTICALS, INC.

 

Security

04280A100

Meeting Type

Annual

Ticker Symbol

ARWR

Meeting Date

14-Mar-2019

Record Date

23-Jan-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Christopher Anzalone

 

 

 

For

 

For

 

 

 

2

Mauro Ferrari

 

 

 

For

 

For

 

 

 

3

Douglass Given

 

 

 

For

 

For

 

 

 

4

Michael S. Perry

 

 

 

For

 

For

 

 

 

5

William Waddill

 

 

 

For

 

For

 

2.

 

To approve, in an advisory (non-binding) vote, the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the compensation tables and narrative discussion.

 

Management

 

For

 

For

 

3.

 

To recommend, in an advisory (non-binding) vote, the frequency of an advisory vote to approve the compensation paid to the Company’s named executive officers.

 

Management

 

1 Year

 

For

 

4.

 

To ratify the selection of Rose, Snyder & Jacobs LLP as independent auditors of the Company for the fiscal year ending September 30, 2019.

 

Management

 

For

 

For

 

 

ASCENDIS PHARMA A S

 

Security

04351P101

Meeting Type

Special

Ticker Symbol

ASND

Meeting Date

02-Nov-2018

Record Date

03-Oct-2018

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

Election of Chairman of the Meeting: Anders Carstensen

 

Management

 

For

 

For

 

2.

 

Election of new Board Member: Lars Holtug

 

Management

 

For

 

For

 

3.

 

Authorisation of the Chairman of the Meeting

 

Management

 

For

 

For

 

 


 

ASCENDIS PHARMA A S

 

Security

04351P101

Meeting Type

Annual

Ticker Symbol

ASND

Meeting Date

29-May-2019

Record Date

24-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

Election of Chairman of the Meeting

 

Management

 

For

 

For

 

2.

 

Report on the Company’s Activities during the Past Year

 

Management

 

For

 

For

 

3.

 

Presentation of Audited Annual Report with Auditor’s Statement for Approval and Discharge of the Board of Directors and Management

 

Management

 

For

 

For

 

4.

 

Resolution on Application of Profits or Covering of Losses as per the Adopted Annual Report

 

Management

 

For

 

For

 

5a.

 

Election of Board Member Class I, with a term expiring at the annual general meeting to be held in 2021: James I. Healy

 

Management

 

For

 

For

 

5b.

 

Election of Board Member Class I, with a term expiring at the annual general meeting to be held in 2021: Jan Moller Mikkelsen

 

Management

 

For

 

For

 

5c.

 

Election of Board Member Class I, with a term expiring at the annual general meeting to be held in 2021: Lisa Morrison

 

Management

 

For

 

For

 

5d.

 

Election of Board Member Class I, with a term expiring at the annual general meeting to be held in 2021: Michael Wolff Jensen

 

Management

 

For

 

For

 

6.

 

Election of State-authorized Public Auditor

 

Management

 

For

 

For

 

7A.

 

The Board of Directors proposes to amend the Articles of Association by renewing the existing authorization in article 4d(1) that authorize to the Board of Directors to increase the company’s share capital at one or more times by up to nominal 9,000,000 with pre-emptive subscription rights for the company’s shareholders.

 

Management

 

For

 

For

 

7B.

 

The Board of Directors proposes to amend the Articles of Association by renewing and amending the existing authorization in article 4d(2) that authorize the Board of Directors to increase the company’s share capital at one or more times by up to nominal 9,000,000 without pre-emptive subscription rights for the company’s shareholders.

 

Management

 

For

 

For

 

7C.

 

The Board of Directors proposes to amend the Articles of Association by renewing and amending the existing authorization in article 4e that authorize the Board of Directors to issue convertible bonds which gives the right to subscribe for shares in the Company by a nominal value at up to 9,000,000.

 

Management

 

For

 

For

 

 


 

ATHENEX, INC.

 

Security

04685N103

Meeting Type

Annual

Ticker Symbol

ATNX

Meeting Date

11-Jun-2019

Record Date

15-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Kim Campbell

 

 

 

For

 

For

 

 

 

2

Manson Fok

 

 

 

For

 

For

 

 

 

3

John M. Vierling, M.D.

 

 

 

For

 

For

 

2.

 

Ratification of the appointment of Deloitte & Touche LLP as Athenex, Inc.’s independent registered public accounting firm for the fiscal year ending December 31, 2019.

 

Management

 

For

 

For

 

 

ATRECA, INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

5-Jun-2019

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

Amendment and Restatement of Certificate of Incorporation Effective Upon Closing of IPO

 

Management

 

For

 

For

 

2

 

Amendment and Restatement of Bylaws Effective Upon Closing of IPO

 

Management

 

For

 

For

 

3

 

Approval of Form of Indemnity Agreement

 

Management

 

For

 

For

 

4

 

Approval of 2019 Equity Incentive Plan

 

Management

 

For

 

For

 

5

 

Approval of 2019 Employee Stock Purchase Plan

 

Management

 

For

 

For

 

6

 

Additional Filings

 

Management

 

For

 

For

 

7

 

General Authorizing Resolution

 

Management

 

For

 

For

 

 

ATRECA, INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

5-Jun-2019

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

Approval of Reverse Stock Split

 

Management

 

For

 

For

 

2

 

Amendment and Restatement of Certificate of Incorporation to Effect Reverse Stock Split and Authorized Shares Increase

 

Management

 

For

 

For

 

3

 

General Authorizing Resolution

 

Management

 

For

 

For

 

 

ATRECA, INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

5-Jun-2019

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

Waiver of Registration Rights

 

Management

 

For

 

For

 

2

 

Automatic Conversion of Preferred Stock

 

Management

 

For

 

For

 

 

 


 

AUDENTES THERAPEUTICS, INC

 

Security

05070R104

Meeting Type

Annual

Ticker Symbol

BOLD

Meeting Date

07-Jun-2019

Record Date

15-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Scott Morrison

 

 

 

For

 

For

 

 

 

2

Matthew Patterson

 

 

 

For

 

For

 

 

 

3

Julie Anne Smith

 

 

 

For

 

For

 

2.

 

To ratify the appointment of KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2019.

 

Management

 

For

 

For

 

3.

 

To approve a non-binding advisory vote on the compensation of our named executive officers.

 

Management

 

For

 

For

 

4.

 

To determine by a non-binding advisory vote on whether future non-binding advisory votes on the compensation of our named executive officers should be held every one, two or three years.

 

Management

 

1 Year

 

For

 

 

BEIGENE LTD

 

Security

07725L102

Meeting Type

Special

Ticker Symbol

BGNE

Meeting Date

07-Dec-2018

Record Date

25-Oct-2018

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

S1

 

THAT the adoption of the official Chinese company name for BeiGene, Ltd. be and is hereby approved and adopted. Please see enclosed Company materials for full proposal.

 

Management

 

For

 

For

 

S2

 

THAT the Fifth Amended and Restated Memorandum and Articles of Association of the Company be and are hereby approved and adopted.

 

Management

 

For

 

For

 

O3

 

THAT the granting of a share issue mandate to the Board of Directors of the Company to issue, allot or deal with unissued ordinary shares and/or American Depositary Shares not exceeding 20% of the total number of issued ordinary shares of the Company as at the date of passing of this ordinary resolution ...(see enclosed Company materials for full proposal).

 

Management

 

For

 

For

 

O4

 

THAT the Company and its underwriters be and are hereby authorized, at their sole discretion, to allocate to each of Baker Bros. Advisors LP and Hillhouse Capital Management, Ltd. and parties affiliated with each of them (the “Existing Shareholders”), up to a maximum amount of shares in order to ...(see enclosed Company materials for full proposal).

 

Management

 

For

 

For

 

O5

 

THAT the BeiGene, Ltd. Second Amended and Restated 2016 Share Option and Incentive Plan be and is hereby approved and adopted.

 

Management

 

For

 

For

 

O6

 

THAT the BeiGene, Ltd. Second Amended and Restated 2018 Employee Share Purchase Plan be and is hereby approved and adopted.

 

Management

 

For

 

For

 

 


 

BEIGENE LTD

 

Security

07725L102

Meeting Type

Annual

Ticker Symbol

BGNE

Meeting Date

05-Jun-2019

Record Date

18-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

THAT Ranjeev Krishana be and is hereby re-elected to serve as a Class III director of the Company until the 2022 annual general meeting of the shareholders of the Company and until his successor is duly elected and qualified, subject to his earlier resignation or removal.

 

Management

 

For

 

For

 

2.

 

THAT Xiaodong Wang be and is hereby re-elected to serve as a Class III director of the Company until the 2022 annual general meeting of the shareholders of the Company and until his successor is duly elected and qualified, subject to his earlier resignation or removal.

 

Management

 

For

 

For

 

3.

 

THAT Qingqing Yi be and is hereby re-elected to serve as a Class III director of the Company until the 2022 annual general meeting of the shareholders of the Company and until his successor is duly elected and qualified, subject to his earlier resignation or removal.

 

Management

 

For

 

For

 

4.

 

THAT Jing-Shyh (Sam) Su be and is hereby re-elected to serve as a Class I director of the Company until the 2020 annual general meeting of the shareholders of the Company and until his successor is duly elected and qualified, subject to his earlier resignation or removal.

 

Management

 

For

 

For

 

5.

 

THAT the appointment of Ernst & Young Hua Ming LLP and Ernst & Young as the Company’s independent registered public accounting firms for the year ending December 31, 2019 be and is hereby approved, ratified and confirmed.

 

Management

 

For

 

For

 

6.

 

THAT the granting of a share issue mandate to the Board of Directors of the Company to issue, allot or deal with unissued ordinary shares and/or American Depositary Shares not exceeding 20% of the total number of issued ordinary shares of the Company as at the date of passing of this ordinary resolution up to the next annual general meeting of the Company be and is hereby approved.

 

Management

 

For

 

For

 

7.

 

THAT the Company and its underwriters be and are hereby authorized, in their sole discretion, to allocate to each of Baker Bros. Advisors LP and Hillhouse Capital Management, Ltd. and parties affiliated with each of them (the “Existing Shareholders”),up to a maximum amount of shares in order to maintain the same shareholding percentage of each of the Existing Shareholders (based on the then-outstanding share ...(due to space limits, see proxy material for full proposal).

 

Management

 

For

 

For

 

8.

 

THAT, on a non-binding, advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement, be and is hereby approved.

 

Management

 

For

 

For

 

 

BELLICUM PHARMACEUTICALS INC

 

Security

079481107

Meeting Type

Annual

Ticker Symbol

BLCM

Meeting Date

13-Jun-2019

Record Date

17-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

James F. Brown

 

 

 

For

 

For

 

 

 

2

Edmund P. Harrigan, MD

 

 

 

For

 

For

 

 

 

3

Judith Klimovsky, M.D.

 

 

 

For

 

For

 

2.

 

Approval of the Company’s 2019 Equity Incentive Plan.

 

Management

 

For

 

For

 

3.

 

Ratification of selection of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2019.

 

Management

 

For

 

For

 

 


 

BIOCLIN THERAPEUTICS, INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

4-Sep-2018

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

Director Election

 

Management

 

For

 

For

 

2

 

General Authorizing Resolution

 

Management

 

For

 

For

 

 

BIOCLIN THERAPEUTICS, INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

4-Sep-2018

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

Director Removal

 

Management

 

For

 

For

 

2

 

General Authorizing Resolution

 

Management

 

For

 

For

 

 

BIOCLIN THERAPEUTICS, INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

1-Nov-2018

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

Amendment of Certificate of Incorporation

 

Management

 

For

 

For

 

2

 

Amendment and Restatement of 2013 Stock Option and Grant Plan

 

Management

 

For

 

For

 

3

 

General Authorizing Resolution

 

Management

 

For

 

For

 

 

BIOGEN INC.

 

Security

09062X103

Meeting Type

Annual

Ticker Symbol

BIIB

Meeting Date

19-Jun-2019

Record Date

22-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a.

 

Election of Director: John R. Chiminski

 

Management

 

For

 

For

 

1b.

 

Election of Director: Alexander J. Denner

 

Management

 

For

 

For

 

1c.

 

Election of Director: Caroline D. Dorsa

 

Management

 

For

 

For

 

1d.

 

Election of Director: William A. Hawkins

 

Management

 

For

 

For

 

1e.

 

Election of Director: Nancy L. Leaming

 

Management

 

For

 

For

 

1f.

 

Election of Director: Jesus B. Mantas

 

Management

 

For

 

For

 

1g.

 

Election of Director: Richard C. Mulligan

 

Management

 

For

 

For

 

1h.

 

Election of Director: Robert W. Pangia

 

Management

 

For

 

For

 

1i.

 

Election of Director: Stelios Papadopoulos

 

Management

 

For

 

For

 

1j.

 

Election of Director: Brian S. Posner

 

Management

 

For

 

For

 

1k.

 

Election of Director: Eric K. Rowinsky

 

Management

 

For

 

For

 

1l.

 

Election of Director: Lynn Schenk

 

Management

 

For

 

For

 

1m.

 

Election of Director: Stephen A. Sherwin

 

Management

 

For

 

For

 

1n.

 

Election of Director: Michel Vounatsos

 

Management

 

For

 

For

 

2.

 

To ratify the selection of PricewaterhouseCoopers LLP as Biogen Inc.’s independent registered public accounting firm for the fiscal year ending December 31, 2019.

 

Management

 

For

 

For

 

3.

 

Say on Pay - To approve an advisory vote on executive compensation.

 

Management

 

For

 

For

 

 


 

BIOMARIN PHARMACEUTICAL INC.

 

Security

09061G101

Meeting Type

Annual

Ticker Symbol

BMRN

Meeting Date

04-Jun-2019

Record Date

08-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Jean-Jacques Bienaimé

 

 

 

For

 

For

 

 

 

2

Willard Dere

 

 

 

For

 

For

 

 

 

3

Michael Grey

 

 

 

For

 

For

 

 

 

4

Elaine J. Heron

 

 

 

For

 

For

 

 

 

5

Robert J. Hombach

 

 

 

For

 

For

 

 

 

6

V. Bryan Lawlis

 

 

 

For

 

For

 

 

 

7

Alan J. Lewis

 

 

 

For

 

For

 

 

 

8

Richard A. Meier

 

 

 

For

 

For

 

 

 

9

David E.I. Pyott

 

 

 

For

 

For

 

 

 

10

Dennis J. Slamon

 

 

 

For

 

For

 

2.

 

To ratify the selection of KPMG LLP as the independent registered public accounting firm for BioMarin for the fiscal year ending December 31, 2019.

 

Management

 

For

 

For

 

3.

 

To approve, on an advisory basis, the compensation of the Company’s Named Executive Officers as disclosed in the Proxy Statement.

 

Management

 

For

 

For

 

4.

 

To approve an amendment to the 2017 Equity Incentive Plan.

 

Management

 

For

 

For

 

5.

 

To approve amendments to the Amended and Restated 2006 Employee Stock Purchase Plan.

 

Management

 

For

 

For

 

 

BLUEBIRD BIO, INC.

 

Security

09609G100

Meeting Type

Annual

Ticker Symbol

BLUE

Meeting Date

06-Jun-2019

Record Date

15-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a.

 

Election of Class III Director: Wendy L. Dixon, Ph.D.

 

Management

 

For

 

For

 

1b.

 

Election of Class III Director: David P. Schenkein, M.D.

 

Management

 

For

 

For

 

2.

 

To hold a non-binding advisory vote on the compensation paid to the Company’s named executive officers.

 

Management

 

For

 

For

 

3.

 

To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.

 

Management

 

For

 

For

 

 

BLUEPRINT MEDICINES CORPORATION

 

Security

09627Y109

Meeting Type

Annual

Ticker Symbol

BPMC

Meeting Date

18-Jun-2019

Record Date

22-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Jeffrey W. Albers

 

 

 

For

 

For

 

 

 

2

Mark Goldberg, M.D.

 

 

 

For

 

For

 

 

 

3

Nicholas Lydon, Ph.D.

 

 

 

For

 

For

 

2.

 

To approve an advisory vote on named executive officer compensation.

 

Management

 

For

 

For

 

3.

 

Ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ended December 31, 2019.

 

Management

 

For

 

For

 

 


 

CELGENE CORPORATION

 

Security

151020104

Meeting Type

Special

Ticker Symbol

CELG

Meeting Date

12-Apr-2019

Record Date

01-Mar-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

Adoption of the Agreement and Plan of Merger, dated as of January 2, 2019, as it may be amended from time to time (the merger agreement), among Bristol-Myers Squibb Company, a Delaware corporation (Bristol-Myers Squibb), Burgundy Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Bristol-Myers Squibb, and Celgene Corporation (Celgene), pursuant to which Burgundy Merger Sub, Inc. will be merged with and into Celgene (the merger).

 

Management

 

For

 

For

 

2.

 

Approval of the adjournment from time to time of the special meeting of the stockholders of Celgene (the Celgene special meeting) if necessary to solicit additional proxies if there are not sufficient votes to adopt the merger agreement at the time of the Celgene special meeting or any adjournment or postponement thereof.

 

Management

 

For

 

For

 

3.

 

Approval, on an advisory (non-binding) basis, of the compensation that will or may be paid or provided by Celgene to its named executive officers in connection with the merger.

 

Management

 

For

 

For

 

 


 

CELLECTIS S.A.

 

Security

15117K103

Meeting Type

Annual

Ticker Symbol

CLLS

Meeting Date

25-Jun-2019

Record Date

10-Jun-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

O1

 

Approval of the financial statements for the financial year ended December 31, 2018

 

Management

 

For

 

For

 

O2

 

Approval of the consolidated financial statements for the financial year ended December 31, 2018

 

Management

 

For

 

For

 

O3

 

Allocation of income for the financial year ended December 31, 2018

 

Management

 

For

 

For

 

O4

 

Approval of the agreements referred to in articles L. 225-38 and the following sections of the French commercial code

 

Management

 

For

 

For

 

O5

 

Approval of the agreements referred to in articles L. 225-38 and the following sections of the French commercial code

 

Management

 

For

 

For

 

O6

 

Approval of the agreements referred to in articles L. 225-38 and the following sections of the French commercial code

 

Management

 

For

 

For

 

O7

 

Approval of 2018 Stock Option Plan and payment for the stock (Due to space limits, see proxy material for full proposal)

 

Management

 

For

 

For

 

O8

 

Authorization to be given to the board of directors to buy back Company shares

 

Management

 

For

 

For

 

E9

 

Authorization to be given to the board of directors for the (Due to space limits, see proxy material for full proposal)

 

Management

 

For

 

For

 

E10

 

Delegation of authority to be granted to the board of directors (Due to space limits, see proxy material for full proposal)

 

Management

 

For

 

For

 

E11

 

Delegation of authority to be granted to the board of directors (Due to space limits, see proxy material for full proposal)

 

Management

 

For

 

For

 

E12

 

Delegation of authority to be granted to the board of directors (Due to space limits, see proxy material for full proposal)

 

Management

 

For

 

For

 

E13

 

Delegation of authority to be granted to the board of directors (Due to space limits, see proxy material for full proposal)

 

Management

 

For

 

For

 

E14

 

Delegation of authority to be granted to the board of directors (Due to space limits, see proxy material for full proposal)

 

Management

 

For

 

For

 

E15

 

Delegation of authority to be granted to the board of directors (Due to space limits, see proxy material for full proposal)

 

Management

 

For

 

For

 

E16

 

Delegation granted to the board of directors to increase the (Due to space limits, see proxy material for full proposal)

 

Management

 

For

 

For

 

E17

 

Overall limitations to the amount of issuances made under the (Due to space limits, see proxy material for full proposal)

 

Management

 

For

 

For

 

E18

 

Delegation of authority to be granted to the board of directors (Due to space limits, see proxy material for full proposal)

 

Management

 

For

 

For

 

E19

 

Authorization to be given to the board of directors to grant options to subscribe or purchase Company’s shares

 

Management

 

For

 

For

 

E20

 

Authorization be given to the board of directors for the (Due to space limits, see proxy material for full proposal)

 

Management

 

For

 

For

 

E21

 

Delegation of authority to be granted to the board of directors (Due to space limits, see proxy material for full proposal)

 

Management

 

For

 

For

 

E22

 

Delegation of authority to be granted to the board of directors (Due to space limits, see proxy material for full proposal)

 

Management

 

For

 

For

 

E23

 

Authorization for the board of directors to freely allocate (Due to space limits, see proxy material for full proposal)

 

Management

 

For

 

For

 

E24

 

Overall limitations to the amount of issues made under the 19th (Due to space limits, see proxy material for full proposal)

 

Management

 

For

 

For

 

E25

 

Delegation to be granted to the board of directors for the (Due to space limits, see proxy material for full proposal)

 

Management

 

For

 

 

 

 


 

CIDARA THERAPEUTICS, INC.

 

Security

171757107

Meeting Type

Annual

Ticker Symbol

CDTX

Meeting Date

17-Jun-2019

Record Date

22-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Jeffrey Stein

 

 

 

For

 

For

 

 

 

2

David Gollaher

 

 

 

For

 

For

 

2.

 

To ratify the selection of Ernst & Young LLP by the Audit Committee of the Board of Directors to serve as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2019.

 

Management

 

For

 

For

 

 

CLEARSIDE BIOMEDICAL, INC.

 

Security

185063104

Meeting Type

Annual

Ticker Symbol

CLSD

Meeting Date

20-Jun-2019

Record Date

22-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

G Lasezkay, Pharm.D, JD

 

 

 

For

 

For

 

 

 

2

Christy L Shaffer, Ph.D

 

 

 

For

 

For

 

2.

 

RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2019.

 

Management

 

For

 

For

 

 

CLOVIS ONCOLOGY, INC.

 

Security

189464100

Meeting Type

Annual

Ticker Symbol

CLVS

Meeting Date

06-Jun-2019

Record Date

08-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Brian G. Atwood

 

 

 

For

 

For

 

 

 

2

James C. Blair, Ph.D.

 

 

 

For

 

For

 

 

 

3

Richard A. Fair

 

 

 

For

 

For

 

 

 

4

Paul H. Klingenstein

 

 

 

For

 

For

 

2.

 

Amendment to our Amended and Restated Certificate of Incorporation to increase the authorized shares of common stock from 100,000,000 to 200,000,000.

 

Management

 

For

 

For

 

3.

 

Approval of an advisory proposal on compensation of the Company’s named executive officers, as disclosed in the attached proxy statement.

 

Management

 

For

 

For

 

4.

 

Ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2019.

 

Management

 

For

 

For

 

 


 

COHERUS BIOSCIENCES INC

 

Security

19249H103

Meeting Type

Annual

Ticker Symbol

CHRS

Meeting Date

22-May-2019

Record Date

29-Mar-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Samuel Nussbaum, M.D.

 

 

 

For

 

For

 

 

 

2

Mary T. Szela

 

 

 

For

 

For

 

 

 

3

Ali J. Satvat

 

 

 

For

 

For

 

2.

 

To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019.

 

Management

 

For

 

For

 

 

CONCERT PHARMACEUTICALS, INC.

 

Security

206022105

Meeting Type

Annual

Ticker Symbol

CNCE

Meeting Date

13-Jun-2019

Record Date

16-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a.

 

Election of class II director to our Board of Directors to serve until the 2022 annual meeting of stockholders: Ronald W. Barrett

 

Management

 

For

 

For

 

1b.

 

Election of class II director to our Board of Directors to serve until the 2022 annual meeting of stockholders: Jesper Høiland

 

Management

 

For

 

For

 

2.

 

Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019.

 

Management

 

For

 

For

 

 


 

CRISPR THERAPEUTICS AG

 

Security

H17182108

Meeting Type

Annual

Ticker Symbol

CRSP

Meeting Date

11-Jun-2019

Record Date

12-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

The approval of the annual report, the consolidated financial statements and the statutory financial statements of the Company for the year ended December 31, 2018.

 

Management

 

For

 

For

 

2.

 

The approval of the appropriation of financial results.

 

Management

 

For

 

For

 

3.

 

The discharge of the members of the Board of Directors and Executive Committee.

 

Management

 

For

 

For

 

4a.

 

Re-election of the member to the Board of Director: Rodger Novak, M.D. (as member and Chairman)

 

Management

 

For

 

For

 

4b.

 

Re-election of the member to the Board of Director:

 

Management

 

For

 

For

 

 

 

Samarth Kulkarni, Ph.D.

 

 

 

 

 

 

 

4c.

 

Re-election of the member to the Board of Director: Ali Behbahani, M.D.

 

Management

 

For

 

For

 

4d.

 

Re-election of the member to the Board of Director: Bradley Bolzon, Ph.D.

 

Management

 

For

 

For

 

4e.

 

Re-election of the member to the Board of Director: Pablo Cagnoni, M.D.

 

Management

 

For

 

For

 

4f.

 

Re-election of the member to the Board of Director: Simeon J. George, M.D.

 

Management

 

For

 

For

 

4g.

 

Election of the member to the Board of Director: John T. Greene

 

Management

 

For

 

For

 

4h.

 

Election of the member to the Board of Director: Katherine A. High, M.D.

 

Management

 

For

 

For

 

5a.

 

Re-election of the member of the Compensation Committee: Simeon J. George, M.D.

 

Management

 

For

 

For

 

5b.

 

Re-election of the member of the Compensation Committee: Pablo Cagnoni, M.D.

 

Management

 

For

 

For

 

5c.

 

Election of the member of the Compensation Committee: John T. Greene

 

Management

 

For

 

For

 

6a.

 

Binding vote on total non-performance-related compensation for members of the Board of Directors from the 2019 Annual General Meeting to the 2020 Annual General Meeting of Shareholders.

 

Management

 

For

 

For

 

6b.

 

Binding vote on equity for members of the Board of Directors from the 2019 Annual General Meeting to the 2020 Annual General Meeting of Shareholders.

 

Management

 

For

 

For

 

6c.

 

Binding vote on total non-performance-related compensation for members of the Executive Committee from July 1, 2019 to June 30, 2020.

 

Management

 

For

 

For

 

6d.

 

Binding vote on total variable compensation for members of the Executive Committee for the current year ending December 31, 2019.

 

Management

 

For

 

For

 

6e.

 

Binding vote on equity for members of the Executive Committee from the 2019 Annual General Meeting to the 2020 Annual General Meeting of Shareholders.

 

Management

 

For

 

For

 

7.

 

Non-binding advisory vote to approve the compensation paid to the Company’s named executive officers under U.S. securities law requirements.

 

Management

 

For

 

For

 

8.

 

Non-binding advisory vote on the frequency of future shareholder advisory votes on the compensation paid to the Company’s named executive officers under U.S. securities law requirements.

 

Management

 

1 Year

 

Against

 

9.

 

The approval of an increase in the Conditional Share Capital for Employee Benefit Plans.

 

Management

 

For

 

For

 

10.

 

The approval of an Amendment to the CRISPR Therapeutics AG 2018 Stock Option and Incentive Plan.

 

Management

 

For

 

For

 

11.

 

The approval of amending and restating art. 3a of the Articles of Association.

 

Management

 

For

 

For

 

12.

 

The approval of amending and restating art. 4 of the Articles of Association.

 

Management

 

For

 

For

 

13.

 

The approval of amending and restating art. 16 of the Articles of Association.

 

Management

 

For

 

For

 

14.

 

The approval of amending and restating art. 17 of the Articles of Association.

 

Management

 

For

 

For

 

15.

 

The approval of amending and restating art. 41 of the Articles of Association.

 

Management

 

For

 

For

 

16.

 

The re-election of the independent voting rights representative.

 

Management

 

For

 

For

 

17.

 

The election of the auditors.

 

Management

 

For

 

For

 

 


 

CURASEN THERAPEUTICS, INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

15-Mar-2019

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

Waiver of Audited Financial Statements

 

Management

 

For

 

For

 

2

 

General Authority and Ratification

 

Management

 

For

 

For

 

 

DECIPHER BIOSCIENCES, INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

28-Jan-2019

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

Amendment of Amended and Restated Certificate of Incorporation

 

Management

 

For

 

For

 

2

 

Approval of 2019 Bridge Financing

 

Management

 

For

 

For

 

3

 

General Authorizing Resolution

 

Management

 

For

 

For

 

 

DECIPHER BIOSCIENCES, INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

21-Mar-2019

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

Amendment and Restatement of Certificate of Incorporation

 

Management

 

For

 

For

 

2

 

Series 3 Preferred Stock Financing

 

Management

 

For

 

For

 

3

 

Amendment of 2018 Equity Incentive Plan

 

Management

 

For

 

For

 

4

 

General Authorizing Resolution

 

Management

 

For

 

For

 

 

DENALI THERAPEUTICS INC.

 

Security

24823R105

Meeting Type

Annual

Ticker Symbol

DNLI

Meeting Date

30-May-2019

Record Date

11-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Peter Klein

 

 

 

For

 

For

 

 

 

2

Robert Nelsen

 

 

 

For

 

For

 

 

 

3

Vicki Sato, Ph.D.

 

 

 

For

 

For

 

2.

 

Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2019.

 

Management

 

For

 

For

 

 

EDITAS MEDICINE INC

 

Security

28106W103

Meeting Type

Annual

Ticker Symbol

EDIT

Meeting Date

12-Jun-2019

Record Date

16-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Jessica Hopfield, Ph.D.

 

 

 

For

 

For

 

 

 

2

David T. Scadden, M.D.

 

 

 

For

 

For

 

2.

 

To approve, on an advisory basis, named executive officer compensation.

 

Management

 

For

 

For

 

3.

 

To approve, on an advisory basis, the frequency of future advisory votes on the compensation paid to our named executive officers.

 

Management

 

1 Year

 

For

 

4.

 

To ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.

 

Management

 

For

 

For

 

 


 

ENDO INTERNATIONAL PLC

 

Security

G30401106

Meeting Type

Annual

Ticker Symbol

ENDP

Meeting Date

11-Jun-2019

Record Date

12-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a.

 

Election of Director: Roger H. Kimmel

 

Management

 

For

 

For

 

1b.

 

Election of Director: Paul V. Campanelli

 

Management

 

For

 

For

 

1c.

 

Election of Director: Shane M. Cooke

 

Management

 

For

 

For

 

1d.

 

Election of Director: Nancy J. Hutson, Ph.D.

 

Management

 

For

 

For

 

1e.

 

Election of Director: Michael Hyatt

 

Management

 

For

 

For

 

1f.

 

Election of Director: Sharad S. Mansukani, M.D.

 

Management

 

For

 

For

 

1g.

 

Election of Director: William P. Montague

 

Management

 

For

 

For

 

2.

 

To approve, by advisory vote, named executive officer compensation.

 

Management

 

For

 

For

 

3.

 

To approve the Endo International plc Amended and

 

Management

 

For

 

For

 

 

 

Restated 2015 Stock Incentive Plan.

 

 

 

 

 

 

 

4.

 

To renew the Board’s existing authority to issue shares under Irish law.

 

Management

 

For

 

For

 

5.

 

To renew the Board’s existing authority to opt-out of statutory pre-emption rights under Irish law.

 

Management

 

For

 

For

 

6.

 

To approve the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2019 and to authorize the Board of Directors, acting through the Audit Committee, to determine the independent registered public accounting firm’s remuneration.

 

Management

 

For

 

For

 

 

ENDOCYTE INC

 

Security

29269A102

Meeting Type

Special

Ticker Symbol

ECYT

Meeting Date

20-Dec-2018

Record Date

15-Nov-2018

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

To adopt the Agreement and Plan of Merger, dated as of October 17, 2018 (as it may be amended from time to time, the “merger agreement”), by and among Novartis AG, Edinburgh Merger Corporation (“Merger Sub”) and Endocyte, Inc., pursuant to which Merger Sub will be merged with and into Endocyte, Inc., with Endocyte, Inc. continuing as a wholly owned subsidiary of Novartis AG (the “merger”).

 

Management

 

For

 

For

 

2.

 

To approve, on an advisory (non-binding) basis, certain compensation that may be paid or become payable to Endocyte Inc.’s named executive officers in connection with the merger.

 

Management

 

For

 

For

 

3.

 

To approve the adjournment of the special meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement.

 

Management

 

For

 

For

 

 


 

EPIZYME, INC.

 

Security

29428V104

Meeting Type

Annual

Ticker Symbol

EPZM

Meeting Date

31-May-2019

Record Date

05-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Michael F. Giordano, MD

 

 

 

For

 

For

 

 

 

2

David M. Mott

 

 

 

For

 

For

 

 

 

3

Richard F. Pops

 

 

 

For

 

For

 

2.

 

Ratification of the Appointment of Ernst & Young LLP as Our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2019.

 

Management

 

For

 

For

 

3.

 

Advisory Vote on Executive Compensation.

 

Management

 

For

 

For

 

4.

 

Advisory Vote on the Frequency of Future Executive Compensation Advisory Votes.

 

Management

 

1 Year

 

For

 

 

ESPERION THERAPEUTICS INC

 

Security

29664W105

Meeting Type

Annual

Ticker Symbol

ESPR

Meeting Date

29-May-2019

Record Date

01-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a.

 

Election of Class III Director: Scott Braunstein, M.D.

 

Management

 

For

 

For

 

1b.

 

Election of Class III Director: Jay P. Shepard

 

Management

 

For

 

For

 

2.

 

To approve the advisory resolution on the compensation of our named executive officers

 

Management

 

For

 

For

 

3.

 

To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019

 

Management

 

For

 

For

 

 

EXELIXIS, INC.

 

Security

30161Q104

Meeting Type

Annual

Ticker Symbol

EXEL

Meeting Date

22-May-2019

Record Date

25-Mar-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.1

 

Election of Class II Director to hold office until the 2022 Annual Meeting of stockholder: Carl B. Feldbaum, Esq.

 

Management

 

For

 

For

 

1.2

 

Election of Class II Director to hold office until the 2022 Annual Meeting of stockholder: Maria C. Freire, Ph.D.

 

Management

 

For

 

For

 

1.3

 

Election of Class II Director to hold office until the 2022 Annual Meeting of stockholder: Alan M. Garber, M.D., Ph.D.

 

Management

 

For

 

For

 

1.4

 

Election of Class II Director to hold office until the 2022 Annual Meeting of stockholder: Vincent T. Marchesi, M.D., Ph.D.

 

Management

 

For

 

For

 

1.5

 

Election of Class II Director to hold office until the 2022 Annual Meeting of stockholder: Julie Anne Smith

 

Management

 

For

 

For

 

2.

 

To ratify the selection by the Audit Committee of the Board of Directors of Ernst & Young LLP as Exelixis’ independent registered public accounting firm for the fiscal year ending January 3, 2020.

 

Management

 

For

 

For

 

3.

 

To approve the proposal of Exelixis’ Board of Directors to amend Exelixis’ Amended and Restated Certificate of Incorporation to declassify the Board of Directors to provide for annual elections by the 2020 Annual Meeting of Stockholders.

 

Management

 

For

 

For

 

4.

 

To approve, on an advisory basis, the compensation of Exelixis’ named executive officers, as disclosed in the accompanying Proxy Statement.

 

Management

 

For

 

For

 

 


 

FIBROGEN, INC.

 

Security

31572Q808

Meeting Type

Annual

Ticker Symbol

FGEN

Meeting Date

05-Jun-2019

Record Date

09-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a.

 

Election of Class II Director: Jeffrey L. Edwards

 

Management

 

For

 

For

 

1b.

 

Election of Class II Director: Rory B. Riggs

 

Management

 

For

 

For

 

1c.

 

Election of Class II Director: Roberto Pedro Rosenkranz, Ph.D., M.B.A.

 

Management

 

For

 

For

 

2.

 

To approve, on an advisory basis, the compensation of FibroGen’s named executive officers, as disclosed in the proxy statement.

 

Management

 

For

 

For

 

3.

 

To ratify the selection of PricewaterhouseCoopers LLP by the Audit Committee of the Board of Directors as the independent registered public accounting firm of FibroGen for the year ending December 31, 2019.

 

Management

 

For

 

For

 

 


 

FOAMIX PHARMACEUTICALS LTD

 

Security

M46135105

Meeting Type

Annual

Ticker Symbol

FOMX

Meeting Date

10-Apr-2019

Record Date

28-Feb-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

Appoint Kesselman & Kesselman (a member firm of PricewaterhouseCoopers International Limited, or PwC) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019, and authorize the Board (or the Audit Committee, if such authority is delegated to it by the Board) to fix the remuneration of such independent public accountants in accordance with the volume and nature of their services.

 

Management

 

For

 

For

 

2a

 

Ratify the election of Mr. Anthony Bruno as a director of the Company.

 

Management

 

For

 

For

 

2b

 

Ratify the election of Ms. Sharon Barbari as a director of the Company.

 

Management

 

For

 

For

 

3a

 

Approve certain retirement payment and benefits for Dr. Darrell Rigel, as set out in subclause (a) of Proposal 3 of the Company’s proxy statement.

 

Management

 

For

 

For

 

3a1

 

For purposes of Proposal 3(a) please confirm that you are NOT a “controlling shareholder” and that you do NOT have a “personal interest” in the approval of Proposal 3(a), as such terms are defined in the Israeli Companies Law. (Note: If you do not mark the ‘FOR’ box, it will be deemed that you are a controlling shareholder and that you do have a personal interest and your vote will not be counted).

 

Management

 

For

 

 

 

3b

 

Approve certain retirement payment and benefits for Dr. Dalia Megiddo, as set out in sub-clause (b) of Proposal 3 of the Company’s proxy statement.

 

Management

 

For

 

For

 

3b1

 

For purposes of Proposal 3(b) please confirm that you are NOT a “controlling shareholder” and that you do NOT have a “personal interest” in the approval of Proposal 3(b), as such terms are defined in the Israeli Companies Law. (Note: If you do not mark the ‘FOR’ box, it will be deemed that you are a controlling shareholder and that you do have a personal interest and your vote will not be counted).

 

Management

 

For

 

 

 

4

 

Approve the Company’s 2019 Equity Incentive Plan.

 

Management

 

For

 

For

 

5

 

Approve the Company’s 2019 Employee Stock Purchase Plan.

 

Management

 

For

 

For

 

6a

 

Approve an increase in Mr. Domzalski’s annual base salary to $560,000, effective January 1, 2019, as set out under sub- clause (a) of Proposal 6 in the Company’s proxy statement.

 

Management

 

For

 

For

 

6a1

 

For purposes of Proposal 6(a) please confirm that you are NOT a “controlling shareholder” and that you do NOT have a “personal interest” in the approval of Proposal 6(a), as such terms are defined in the Israeli Companies Law. (Note: If you do not mark the ‘FOR’ box, it will be deemed that you are a controlling shareholder and that you do have a personal interest and your vote will not be counted).

 

Management

 

For

 

 

 

6b

 

Approve the terms of Mr. Domzalski’s cash bonus and equity compensation for 2019, as set out under sub- clause (b) of Proposal 6 of the Company’s proxy statement.

 

Management

 

For

 

For

 

6b1

 

For purposes of Proposal 6(b) please confirm that you are NOT a “controlling shareholder” and that you do NOT have a “personal interest” in the approval of Proposal 6(b), as such terms are defined in the Israeli Companies Law. (Note: If you do not mark the ‘FOR’ box, it will be deemed that you are a controlling shareholder and that you do have a personal interest and your vote will not be counted).

 

Management

 

For

 

 

 

6c

 

Approve Mr. Domzalski’s eligibility to participate in the Company’s 2019 Employee Stock Purchase Plan, if approved, as set out under sub-clause (c) of Proposal 6 of the Company’s proxy statement.

 

Management

 

For

 

For

 

6c1

 

For purposes of Proposal 6(b) please confirm that you are NOT a “controlling shareholder” and that you do NOT have a “personal interest” in the approval of Proposal 6(b), as such terms are defined in the Israeli Companies Law. (Note: If you do not mark the ‘FOR’ box, it will be deemed that you are a controlling shareholder and that you do have a personal interest and your vote will not be counted).

 

Management

 

For

 

 

 

7

 

Approve an increase of the authorized share capital of the Company from 90,000,000 to 135,000,000 ordinary shares with a nominal value of NIS 0.16 per share and a corresponding amendment to the Articles of Association of the Company.

 

Management

 

For

 

For

 

 


 

GALAPAGOS N V

 

Security

36315X101

Meeting Type

Annual

Ticker Symbol

GLPG

Meeting Date

30-Apr-2019

Record Date

22-Mar-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

O2

 

Acknowledgement and approval of the non-consolidated annual accounts of the Company for the financial year ended on 31 December 2018 and approval of the allocation of the annual result as proposed by the board of directors.

 

Management

 

For

 

For

 

O5

 

Acknowledgement and approval of the remuneration report.

 

Management

 

For

 

For

 

O6

 

Release from liability to be granted to the directors and the statutory auditor for the performance of their duties in the course of the financial year ended 31 December 2018.

 

Management

 

For

 

For

 

O7

 

Revision of the remuneration of the statutory auditor.

 

Management

 

For

 

For

 

O8

 

Appointment of Mr. Peter Guenter as director of the Company.

 

Management

 

For

 

For

 

O9

 

Remuneration of directors.

 

Management

 

For

 

For

 

O10

 

Offer of warrants.

 

Management

 

For

 

For

 

S11

 

Application of article 556 of the Belgian Companies Code.

 

Management

 

For

 

For

 

 


 

GALAPAGOS NV

 

Security

B44170106

Meeting Type

Annual General Meeting

Ticker Symbol

GLPGF

Meeting Date

30-Apr-2019

Record Date

16-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

Acknowledgement and Discussion of the Annual Report of Directors Relating to the Non-Consolidated and Consolidated Annual Accounts of the Company for the Financial Year Ended 31 December 2018, and of the Report of the Statutory Auditor Relating to the Non-Consolidated Annual Accounts of the Company for the Financial Year Ended on 31 December 2018.

 

Non-Voting

 

 

 

 

 

2

 

Acknowledgement and Approval of the Non-Consolidated Annual Accounts of the Company for the Financial Year Edned on 31 December 2018 and Approval of the Allocation of the Annual Result as Proposed by the Board of Directors.

 

Management

 

For

 

For

 

3

 

Acknowledgement and Discussion of the Report of the Statutory Auditor Relating to the Consolidated Annual Accounts of the Company for the Financial Year Ended on 31 December 2018.

 

Non-Voting

 

 

 

 

 

4

 

Acknowledgement and Discussion of the Consolidated Annual Accounts of the Company for the Financial Year Ended on 31 December 2018.

 

Non-Voting

 

 

 

 

 

5

 

Acknowledge and Approval of the Remuneration Report

 

Management

 

For

 

For

 

6

 

Release from Liability to be Granted to the Directors and the Statutory Auditor for the Performance of their Duties in the Course of the Financial Year Ended 31 December 2018.

 

Management

 

For

 

For

 

7

 

Revision of the Rumeration of the Statutory Auditor: the Shareholders’ Meeting Resolves to Increase the Annual Remuneration of the Statutory Auditor from EUR 350,000 to (I) EUR 430,000 for its Activities Relating to the Statutory Annual Accounts, the Consolidated Annual Accounts and the Interim Reporting of the Company and its Subsidiaries for the Financial Year Ended 31 December 2018 and (II) EUR 630,000 for its Activities Relating to the Statutory Annual Accounts, the Consolidated Annual Accounts and the Interim Reporting of the Company and its Subsidiaries for the Financial Year Ending 31 December 2018.

 

Management

 

For

 

For

 

8

 

Appointment of a Director: The Shareholders’ Meeting Resolves to Appoint Mr. Peter Guenter (Residing in Barcelona, Spain) as Director of the Company, for a Period of Four Years Ending Immediately After the Annual Shareholders’ Meeting to be Held in 2023 and, Upon the Proposal of the Board of Directors and in Accordance with the Advice of the Company’s Nomination and Remuneration Committee, to Appoint Mr. Peter Guenter as an Independent Director as He Meets the Independence Criteria Set Forth in Article 526TER of the Belgian Companies Code.

 

Management

 

For

 

For

 

9

 

Remuneration of Directors: Upon Recommendation of the Company’s Nomination and Remuneration Committee, the Shareholders’ Meeting Resolves That (A) the Compensation (Excluding Expenses) of the Non-Executive Directors for the Exercise of Their Mandate is Established as Follows: (I) Chairman of the Board: EUR 80,000 Per Annum; (II) Other Non-Executive Board Members: EUR 40,000 Each Per Annum;

 

Management

 

For

 

For

 

 


 

 

 

(III) Additional Compensation for Membership of a Board Committee: EUR 5,000 Per Annum; (IV) Additional Compensation for the Chairmanship of a Board Committee: EUR 10,000 Per Annum; and (B) A Power of Attorney is Granted to the Board of Directors to Determine the Total Remuneration Package of the Managing Director (CEO) for his Management Function in the Company, It Being Understood That This Remuneration Shall Include a Compensation for the Performance of his Mandate as a Director of the Company.

 

 

 

 

 

 

 

10

 

Offer of Warrants: Upon Recommendation of the Company’s Remuneration Committee, The Shareholders’ Meeting (I) Resolves to Offer 100,000 Warrants to Mr. Onno Van De Stolpe, 15, 0000 Warrants to Dr. Raj Parekh, and 7,500 Warrants Each to of Mr. Howard Rowe, Ms. Katrine Bosley, Dr. Mary Kerr and Mr. Peter Guenter, Under Warrant Plans Created (Or To Be Created) by the Board of Directors for the Benefit of Directors, Employees, and Independent Consultants of Galapagos and its Affiliates Within the Framework of the Authorized Capital (Jointly “Warrant Plan 2019”), the Key Conditions of Which Will Be In Line with Previous Warrant Plans of the Company, (II) Empowers the Managing Director, as well as Any Other Director as Regards the Offer to the Managing Director, to Implement this Offer, and (III) to the Extent Required, Approves the Offer of Warrants to Members of Galapagos’ Executive Committee under Warrant Plan 2019 in Accordance with Galapagos’ Remuneration Policy and Practices. In Accordance with Articles 520TER and 556 of the Belgian Companies Code, the Shareholders’ Meeting Expressly Approves the Particular Provisions that will be included in Warrant Plan 2019 pursuant to which, in Exceptional Circumstances (Including in the Event of a Change in Control of the Company), the Warrants Offered (to the Extent Accepted) Under Warrant Plan 2019 Can Be Exercised Early, Even Before the Third Anniversary of Their Award.

 

Management

 

For

 

For

 

11

 

Application of Article 556 of the Belgian Companies Code: Proposed Resolution: In Accordance with Article 556 of the Belgian Companies Code, the Shareholders’ Meeting Resolves to Approve, And to the Extent Required, Ratify All of the Provisions Granting Rights to Third Parties Which Could Affect the Assets of the Company, Or Could Impose an Obligation on the Company, where the Exercise of Those Rights is Depedent on a Public Takeover Bid on the Shares of the Company or a Change of Control in Respect of the Company, as Included in: (A) The Second Amended and Restated Collaboration Agreement Between Galapagos NV and Abbvie S.A.R.L. Dated 24 October 2018 (The “Abbvie Agreement”) Including, But Not Limited To, Clause 11.2 (Change in Control of Galapagos) of the Abbvie Agreement, Entitling the Counterparty, in the Event of A Change in Control of the Company, to Oblige the Company to Take Appropriate Measures to Avoid the Disclosure of Confidential Information, to Limit Abbvie’s Reporting Obligations to the Company, or, Depending on the Stage in Which the Change of Control Occurs, to Terminate the Abbvie Agreement; (B) The Exclusive License Agreement Among Galapagos NV, Morphosys AG and Novartis Pharma AG Dated 19 July 2019 (the “Novartis Agreement”), Including, But Not Limited To, Clause 3.7 of the Novartis Agreement (Change of Control), Entitling

 

Management

 

For

 

For

 

 


 

 

 

Novartis, in the Event of a Change of Control of the Company, to Have The Company’s Representatives Removed from the Joint Committees; And (C) the Product Development, License And Commercialization Agreement Between Galapagos NV, Les Laboratoires Servier and Institut de Recherches Servier as Amended and Restated 8 May 2018 (The “Servier Agreement”), Including But Not Limited To Clause 13.4 (Termination by Servier Without Cause or Due to Galapagos Change of Control), Clause 13.5 (Rights on Termination) and Clause 13.7 (Change of Control), Entitling the Counterparty, In the Event of a Change of Control of the Company, To Elect to Terminate the Servier Agreement Subject to an Option for the Company to Choose from Two Contractual Termination Regimes, Both Including The Termination of the Licenses Granted by the Company to Servier and the Freedom for the Company to Conduct Research and Development Activities on Terminated Licensed Products, or to Have The Licenses Granted to Servier Continue, With All Payment Obligations Remaining in Place, but with Servier Having Full Control Over the Further Development and Patent Strategies for the Licensed Product in Servier’s Territory. The Shareholders’ Meeting Grants a Special Power of Attorney to Each Director of the Company, as well as to Mr. Xavier Maes, Ms. Ellen Lefever, Ms. Anneslies Denecker, and Ms. Lauran Diependaele, Each Acting Individually and with the Power of Substitution, to File this Resolution with the Clerk’s Office of the Commercial Court of Antwerp, Division of Mechelen, in Accordance with Article 556 of the Belgian Companies Code.

 

 

 

 

 

 

 

12

 

Miscellaneous

 

Non-Voting

 

 

 

 

 

 

GALERA THERAPEUTICS, INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

18-Sep-2018

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

Royalty Interest Financing

 

Management

 

For

 

For

 

 


 

GALARA THERAPEUTICS, INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

6-Nov-2018

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

Amendment to Royalty Interest Agreement

 

Management

 

For

 

For

 

 

GALARA THERAPEUTICS, INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

22-Mar-2019

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

Election of Kevin Loaky to the Board of Directors

 

Management

 

For

 

For

 

2

 

General Enabling Resolutions

 

Management

 

For

 

For

 

 

GENOMEDX BIOSCIENCES INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

20-Jul-2018

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

Amendment and Restatement of Certification of Incorporation

 

Management

 

For

 

For

 

2

 

Second Series E Preferred Stock Financing

 

Management

 

For

 

For

 

3

 

Approval of 2018 Equity Incentive Plan

 

Management

 

For

 

For

 

4

 

General Authorizing Resolution

 

Management

 

For

 

For

 

 

GENOMEDX BIOSCIENCES INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

3-Oct-2018

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

Amendment and Restatement of Certification of Incorporation

 

Management

 

For

 

For

 

2

 

Second Series E Preferred Stock Financing

 

Management

 

For

 

For

 

3

 

Board Composition

 

Management

 

For

 

For

 

4

 

General Authorizing Resolution

 

Management

 

For

 

For

 

 


 

GENOMEDX BIOSCIENCES INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

19-Nov-2018

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

Approval of Amendment and Restatement of Certificate of Incorporation

 

Management

 

For

 

For

 

2

 

General Authorization

 

Management

 

For

 

For

 

 

GENOMEDX BIOSCIENCES INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

28-Dec-2018

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

Approval of Note Financing

 

Management

 

For

 

For

 

2

 

General Authorizing Resolution

 

Management

 

For

 

For

 

 

GENOMIC HEALTH, INC.

 

Security

37244C101

Meeting Type

Annual

Ticker Symbol

GHDX

Meeting Date

13-Jun-2019

Record Date

18-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Kimberly J. Popovits

 

 

 

For

 

For

 

 

 

2

Felix J. Baker, Ph.D.

 

 

 

For

 

For

 

 

 

3

Julian C. Baker

 

 

 

For

 

For

 

 

 

4

Fred E. Cohen, M.D.

 

 

 

For

 

For

 

 

 

5

B.P. Flannelly, Pharm.D

 

 

 

For

 

For

 

 

 

6

Henry J. Fuchs, M.D.

 

 

 

For

 

For

 

 

 

7

Ginger L. Graham

 

 

 

For

 

For

 

 

 

8

Geoffrey M. Parker

 

 

 

For

 

For

 

2.

 

To vote on the approval of our Amended and Restated 2005 Stock Incentive Plan that includes an increase in the number of shares available for issuance under the plan by 500,000 shares, a change in the automatic equity grants to outside directors, and the addition of certain other best practice plan provisions.

 

Management

 

For

 

For

 

3.

 

To approve, on a non-binding advisory basis, the compensation of our named executive officers.

 

Management

 

For

 

For

 

4.

 

To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2019.

 

Management

 

For

 

For

 

5.

 

To approve a stockholder proposal concerning simple majority voting, if properly presented at the Annual Meeting.

 

shareholder

 

Against

 

For

 

 


 

GILEAD SCIENCES, INC.

 

Security

375558103

Meeting Type

Annual

Ticker Symbol

GILD

Meeting Date

08-May-2019

Record Date

15-Mar-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a.

 

Election of Director: Jacqueline K. Barton, Ph.D.

 

Management

 

For

 

For

 

1b.

 

Election of Director: John F. Cogan, Ph.D.

 

Management

 

For

 

For

 

1c.

 

Election of Director: Kelly A. Kramer

 

Management

 

For

 

For

 

1d.

 

Election of Director: Kevin E. Lofton

 

Management

 

For

 

For

 

1e.

 

Election of Director: Harish M. Manwani

 

Management

 

For

 

For

 

1f.

 

Election of Director: Daniel P. O’Day

 

Management

 

For

 

For

 

1g.

 

Election of Director: Richard J. Whitley, M.D.

 

Management

 

For

 

For

 

1h.

 

Election of Director: Gayle E. Wilson

 

Management

 

For

 

For

 

1i. 

 

Election of Director: Per Wold-Olsen

 

Management

 

For

 

For

 

2. 

 

To ratify the selection of Ernst & Young LLP by the Audit Committee of the Board of Directors as the independent registered public accounting firm of Gilead for the fiscal year ending December 31, 2019.

 

Management

 

For

 

For

 

3. 

 

To approve an amendment to Gilead’s Restated Certificate of Incorporation to allow stockholders to act by written consent.

 

Management

 

For

 

For

 

4. 

 

To approve, on an advisory basis, the compensation of our Named Executive Officers as presented in the Proxy Statement.

 

Management

 

For

 

For

 

5. 

 

To vote on a stockholder proposal, if properly presented at the meeting, requesting that the Board adopt a policy that the Chairperson of the Board of Directors be an independent director.

 

Shareholder

 

For

 

Against

 

6. 

 

To vote on a stockholder proposal, if properly presented at the meeting, requesting that the Board issue a report describing how Gilead plans to allocate tax savings as a result of the Tax Cuts and Jobs Act.

 

Shareholder

 

Against

 

For

 

 


 

GLOBAL BLOOD THERAPEUTICS, INC.

 

Security

37890U108

Meeting Type

Annual

Ticker Symbol

GBT

Meeting Date

18-Jun-2019

Record Date

22-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Ted Love, M.D.

 

 

 

For

 

For

 

 

 

2

Glenn Pierce, M.D Ph.D.

 

 

 

For

 

For

 

 

 

3

Dawn Svoronos

 

 

 

For

 

For

 

2.

 

Approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers as disclosed in the proxy statement.

 

Management

 

For

 

For

 

3.

 

Ratification of the appointment of KPMG LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2019.

 

Management

 

For

 

For

 

 

GW PHARMACEUTICALS PLC

 

Security

36197T103

Meeting Type

Annual

Ticker Symbol

GWPH

Meeting Date

13-Jun-2019

Record Date

16-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

O1

 

To re-elect James Noble as a Director

 

Management

 

For

 

For

 

O2

 

To re-elect Thomas Lynch as a Director

 

Management

 

For

 

For

 

O3

 

To approve the Directors’ Remuneration Report

 

Management

 

For

 

For

 

O4

 

To approve the compensation of the Company’s named executive officers

 

Management

 

For

 

For

 

O5

 

To approve the Directors’ Remuneration Policy

 

Management

 

For

 

For

 

O6

 

To determine the frequency for approval of the compensation of the Company’s named executive officers

 

Management

 

1 Year

 

For

 

O7

 

To ratify the appointment of Deloitte and Touche LLP as the Company’s US public accounting firm

 

Management

 

For

 

For

 

O8

 

To re-appoint Deloitte LLP as the UK Auditor

 

Management

 

For

 

For

 

O9

 

To authorise the Audit Committee to determine the Auditors’ remuneration

 

Management

 

For

 

For

 

O10

 

To receive, consider and adopt the Directors’ and Auditors’ Reports and Statement of Accounts for the 15- month period ended 31 December 2018 and note that the Directors do not recommend the payment of a dividend

 

Management

 

For

 

For

 

O11

 

To authorise the Directors to allot shares pursuant to Section 551 of the Companies Act 2006 (the “2006 Act”) such authority to be valid up to 13 June 2020

 

Management

 

For

 

For

 

S12

 

Subject to the passing of Resolution 11, to authorise the Directors to allot equity securities, under Section 570 of the 2006 Act as if Section 561(1) of the 2006 Act did not apply to such allotment

 

Management

 

For

 

For

 

 


 

HORIZON PHARMA PLC

 

Security

G4617B105

Meeting Type

Annual

Ticker Symbol

HZNP

Meeting Date

02-May-2019

Record Date

13-Mar-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a.

 

Election of Class II Director: Michael Grey

 

Management

 

For

 

For

 

1b.

 

Election of Class II Director: Jeff Himawan, Ph.D.

 

Management

 

For

 

For

 

2.

 

Approval of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2019 and authorization of the Audit Committee to determine the auditors’ remuneration.

 

Management

 

For

 

For

 

3.

 

Approval, on an advisory basis, of the compensation of our named executive officers, as disclosed in the Proxy Statement.

 

Management

 

For

 

For

 

4.

 

Authorization for us and/or any of our subsidiaries to make market purchases or overseas market purchases of our ordinary shares.

 

Management

 

For

 

For

 

5.

 

Approval of an increase in the authorized share capital of the Company from Euro40,000 and $30,000 to Euro40,000 and $60,000 by the creation of an additional 300,000,000 ordinary shares of nominal value $0.0001 per share.

 

Management

 

For

 

For

 

6.

 

Renewal of the Board of Directors’ existing authority to allot and issue ordinary shares for cash and non-cash consideration under Irish law.

 

Management

 

For

 

For

 

7.

 

Renewal of the Board of Directors’ existing authority to allot and issue ordinary shares for cash without first offering those ordinary shares to existing shareholders pursuant to the statutory pre-emption right that would otherwise apply under Irish law.

 

Management

 

For

 

For

 

8.

 

Approval of motion to adjourn the Annual General Meeting, or any adjournments thereof, to another time and place to solicit additional proxies if there are insufficient votes at the time of the Annual General Meeting to approve Proposal 7.

 

Management

 

For

 

For

 

9.

 

Approval of a change of name of our Company to Horizon Therapeutics Public Limited Company.

 

Management

 

For

 

For

 

10.

 

Approval of the Amended and Restated 2014 Equity Incentive Plan.

 

Management

 

For

 

For

 

11.

 

Approval of the Amended and Restated 2014 Non- Employee Equity Plan.

 

Management

 

For

 

For

 

 


 

IDEXX LABORATORIES, INC.

 

Security

45168D104

Meeting Type

Annual

Ticker Symbol

IDXX

Meeting Date

08-May-2019

Record Date

15-Mar-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a.

 

Election of Director: Jonathan W. Ayers

 

Management

 

For

 

For

 

1b.

 

Election of Director: Stuart M. Essig, PhD

 

Management

 

For

 

For

 

1c.

 

Election of Director: M. Anne Szostak

 

Management

 

For

 

For

 

2.

 

Ratification of Appointment of Independent Registered

 

Management

 

For

 

For

 

 

 

Public Accounting Firm. To ratify the selection of

 

 

 

 

 

 

 

 

 

PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the current fiscal year.

 

 

 

 

 

 

 

3.

 

Advisory Vote on Executive Compensation. To approve a nonbinding advisory resolution on the Company’s executive compensation.

 

Management

 

For

 

For

 

 

ILLUMINA, INC.

 

Security

452327109

Meeting Type

Annual

Ticker Symbol

ILMN

Meeting Date

29-May-2019

Record Date

01-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1A.

 

Election of Director: Frances Arnold, Ph.D.

 

Management

 

For

 

For

 

1B.

 

Election of Director: Francis A. deSouza

 

Management

 

For

 

For

 

1C.

 

Election of Director: Susan E. Siegel

 

Management

 

For

 

For

 

2.

 

To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 29, 2019.

 

Management

 

For

 

For

 

3.

 

To approve, on an advisory basis, the compensation of the named executive officers as disclosed in the Proxy Statement.

 

Management

 

For

 

For

 

4.

 

To approve an amendment to our Amended and Restated Certificate of Incorporation to declassify our Board of Directors.

 

Management

 

For

 

For

 

5.

 

To approve, on an advisory basis, a stockholder proposal to enhance election-related disclosures.

 

Shareholder

 

Against

 

For

 

 


 

ILLUMINOSS MEDICAL, INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

5-Mar-2019

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

Approval of Equity Incentive Plan

 

Management

 

For

 

For

 

2

 

Anti-Dilution

 

Management

 

For

 

For

 

3

 

General Resolutions

 

Management

 

For

 

For

 

 

IMMUNOGEN, INC.

 

Security

45253H101

Meeting Type

Annual

Ticker Symbol

IMGN

Meeting Date

20-Jun-2019

Record Date

23-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

To fix the number of members of the Board of Directors at seven (7).

 

Management

 

For

 

For

 

2

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Stephen C. McCluski

 

 

 

For

 

For

 

 

 

2

Richard J. Wallace

 

 

 

For

 

For

 

 

 

3

Mark Goldberg, MD

 

 

 

For

 

For

 

 

 

4

Dean J. Mitchell

 

 

 

For

 

For

 

 

 

5

Kristine Peterson

 

 

 

For

 

For

 

 

 

6

Mark J. Enyedy

 

 

 

For

 

For

 

 

 

7

Stuart A. Arbuckle

 

 

 

For

 

For

 

3.

 

To approve, on an advisory basis, the compensation paid to our named executive officers, as disclosed in our proxy statement.

 

Management

 

For

 

For

 

4.

 

To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2019.

 

Management

 

For

 

For

 

 


 

IMMUNOMEDICS, INC.

 

Security

452907108

Meeting Type

Annual

Ticker Symbol

IMMU

Meeting Date

07-Jun-2019

Record Date

22-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.1

 

Election of Director: Behzad Aghazadeh

 

Management

 

For

 

For

 

1.2

 

Election of Director: Charles Baum

 

Management

 

For

 

For

 

1.3

 

Election of Director: Scott Canute

 

Management

 

For

 

For

 

1.4

 

Election of Director: Barbara G. Duncan

 

Management

 

For

 

For

 

1.5

 

Election of Director: Peter Barton Hutt

 

Management

 

For

 

For

 

1.6

 

Election of Director: Khalid Islam

 

Management

 

For

 

For

 

2.

 

Advisory vote to approve the compensation of our named executive officers.

 

Management

 

For

 

For

 

3.

 

Proposal to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2019.

 

Management

 

For

 

For

 

 

INCYTE CORPORATION

 

Security

45337C102

Meeting Type

Annual

Ticker Symbol

INCY

Meeting Date

26-Apr-2019

Record Date

12-Mar-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.1

 

Election of Director: Julian C. Baker

 

Management

 

For

 

For

 

1.2

 

Election of Director: Jean-Jacques Bienaimé

 

Management

 

For

 

For

 

1.3

 

Election of Director: Paul A. Brooke

 

Management

 

For

 

For

 

1.4

 

Election of Director: Paul J. Clancy

 

Management

 

For

 

For

 

1.5

 

Election of Director: Wendy L. Dixon

 

Management

 

For

 

For

 

1.6

 

Election of Director: Jacqualyn A. Fouse

 

Management

 

For

 

For

 

1.7

 

Election of Director: Paul A. Friedman

 

Management

 

For

 

For

 

1.8

 

Election of Director: Hervé Hoppenot

 

Management

 

For

 

For

 

2.

 

To approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers.

 

Management

 

For

 

For

 

3.

 

To approve amendments to the Company’s Amended and Restated 2010 Stock Incentive Plan.

 

Management

 

For

 

For

 

4.

 

To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2019.

 

Management

 

For

 

For

 

5.

 

To vote on a stockholder proposal, if properly presented, described in more detail in the proxy statement.

 

Shareholder

 

For

 

Against

 

 


 

INTELLIA THERAPEUTICS, INC.

 

Security

45826J105

Meeting Type

Annual

Ticker Symbol

NTLA

Meeting Date

21-May-2019

Record Date

01-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Caroline Dorsa

 

 

 

For

 

For

 

 

 

2

Perry Karsen

 

 

 

For

 

For

 

 

 

3

John Leonard, M.D.

 

 

 

For

 

For

 

2.

 

Ratification of the appointment of Deloitte & Touche LLP as Intellia’s independent registered public accounting firm for the fiscal year ending December 31, 2019.

 

Management

 

For

 

For

 

3.

 

Approve, on an advisory basis, the compensation of the named executive officers.

 

Management

 

For

 

For

 

4.

 

Advisory vote on the frequency of advisory votes on executive compensation.

 

Management

 

1 Year

 

For

 

 

INTERCEPT PHARMACEUTICALS, INC.

 

Security

45845P108

Meeting Type

Annual

Ticker Symbol

ICPT

Meeting Date

20-Jun-2019

Record Date

23-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1)

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Paolo Fundarò

 

 

 

For

 

For

 

 

 

2

Mark Pruzanski, M.D.

 

 

 

For

 

For

 

 

 

3

Srinivas Akkaraju

 

 

 

For

 

For

 

 

 

4

Luca Benatti, Ph.D.

 

 

 

For

 

For

 

 

 

5

Daniel Bradbury

 

 

 

For

 

For

 

 

 

6

Keith Gottesdiener, M.D

 

 

 

For

 

For

 

 

 

7

Nancy Miller-Rich

 

 

 

For

 

For

 

 

 

8

Gino Santini

 

 

 

For

 

For

 

 

 

9

Glenn Sblendorio

 

 

 

For

 

For

 

 

 

10

Daniel Welch

 

 

 

For

 

For

 

2)

 

To approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers.

 

Management

 

For

 

For

 

3)

 

To ratify the appointment of KPMG LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2019.

 

Management

 

For

 

For

 

 


 

INTRA-CELLULAR THERAPIES INC

 

Security

46116X101

Meeting Type

Annual

Ticker Symbol

ITCI

Meeting Date

25-Jun-2019

Record Date

29-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Sharon Mates, Ph.D.

 

 

 

For

 

For

 

 

 

2

Rory B. Riggs

 

 

 

For

 

For

 

 

 

3

Robert L. Van Nostrand

 

 

 

For

 

For

 

2.

 

To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.

 

Management

 

For

 

For

 

3.

 

To approve by an advisory vote the compensation of the Company’s named executive officers, as disclosed in the proxy statement.

 

Management

 

For

 

For

 

 

IONIS PHARMACEUTICALS, INC.

 

Security

462222100

Meeting Type

Annual

Ticker Symbol

IONS

Meeting Date

06-Jun-2019

Record Date

08-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Stanley T. Crooke

 

 

 

For

 

For

 

 

 

2

Joseph Klein, III

 

 

 

For

 

For

 

 

 

3

Joseph Loscalzo

 

 

 

For

 

For

 

 

 

4

Michael Hayden

 

 

 

For

 

For

 

2.

 

To ratify the appointment of Peter N. Reikes to the Board for a term expiring in 2021.

 

Management

 

For

 

For

 

3.

 

To ratify the appointment of Brett Monia to the Board for a term expiring in 2021.

 

Management

 

For

 

For

 

4.

 

To approve an amendment and restatement of the lonis Pharmaceuticals, Inc. 2011 Equity Incentive Plan to, among other things, increase the aggregate number of shares of common stock authorized for issuance by 7,000,000 to an aggregate of 23,000,000 shares.

 

Management

 

For

 

For

 

5.

 

To approve, by non-binding vote, executive compensation.

 

Management

 

For

 

For

 

6.

 

Ratify the Audit Committee’s selection of Ernst & Young LLP as independent auditors for the 2019 fiscal year.

 

Management

 

For

 

For

 

 


 

IOVANCE BIOTHERAPEUTICS, INC.

 

Security

462260100

Meeting Type

Annual

Ticker Symbol

IOVA

Meeting Date

10-Jun-2019

Record Date

18-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Iain Dukes, D. Phil

 

 

 

For

 

For

 

 

 

2

Maria Fardis, Ph.D.

 

 

 

For

 

For

 

 

 

3

Ryan Maynard

 

 

 

For

 

For

 

 

 

4

Merrill A. McPeak

 

 

 

For

 

For

 

 

 

5

Wayne P. Rothbaum

 

 

 

For

 

For

 

 

 

6

Michael Weiser, MD, PhD

 

 

 

For

 

For

 

2.

 

To approve, by non-binding advisory vote, the compensation of our named executive officers.

 

Management

 

For

 

For

 

3.

 

To approve an amendment to our Certificate of Incorporation to increase authorized shares of common stock from 150,000,000 to 300,000,000.

 

Management

 

For

 

For

 

4.

 

To ratify the appointment of Marcum LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2019.

 

Management

 

For

 

For

 

 

JOUNCE THERAPEUTICS, INC.

 

Security

481116101

Meeting Type

Annual

Ticker Symbol

JNCE

Meeting Date

12-Jun-2019

Record Date

15-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Luis Diaz, Jr., M.D.

 

 

 

For

 

For

 

 

 

2

Barbara Duncan

 

 

 

For

 

For

 

 

 

3

Robert Kamen, Ph.D.

 

 

 

For

 

For

 

2.

 

Ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.

 

Management

 

For

 

For

 

 

LABCYTE INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

16-Jan-2019

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

Approval of Merger

 

Management

 

For

 

For

 

2

 

Deemed Conversion of Preferred Stock

 

Management

 

For

 

For

 

3

 

Financial Interests of Directors and Officers

 

Management

 

For

 

For

 

4

 

Termination of Agreements

 

Management

 

For

 

For

 

5

 

General Authority

 

Management

 

For

 

For

 

 

LABCYTE INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

16-Jan-2019

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

Approve Waived Amount to the Executive

 

Management

 

For

 

For

 

 


 

LEXICON PHARMACEUTICALS, INC.

 

Security

528872302

Meeting Type

Annual

Ticker Symbol

LXRX

Meeting Date

25-Apr-2019

Record Date

25-Feb-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Raymond Debbane

 

 

 

For

 

For

 

 

 

2

Robert J. Lefkowitz

 

 

 

For

 

For

 

 

 

3

Alan S. Nies

 

 

 

For

 

For

 

2.

 

Ratification and approval of the amendment to the Company’s 2017 Equity Incentive Plan.

 

Management

 

For

 

For

 

3.

 

Advisory vote to approve the compensation paid to the Company’s named executive officers.

 

Management

 

For

 

For

 

4.

 

 Ratification and approval of the appointment of Ernst & Young LLP as Company’s independent auditors for the fiscal year ending December 31, 2019.

 

Management

 

For

 

For

 

 

LIGAND PHARMACEUTICALS INCORPORATED

 

Security

53220K504

Meeting Type

Annual

Ticker Symbol

LGND

Meeting Date

06-Jun-2019

Record Date

10-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Jason M. Aryeh

 

 

 

For

 

For

 

 

 

2

Todd C. Davis

 

 

 

For

 

For

 

 

 

3

Nancy R. Gray, Ph.D.

 

 

 

For

 

For

 

 

 

4

John L. Higgins

 

 

 

For

 

For

 

 

 

5

John W. Kozarich, Ph.D.

 

 

 

For

 

For

 

 

 

6

John L. LaMattina Ph.D.

 

 

 

For

 

For

 

 

 

7

Sunil Patel

 

 

 

For

 

For

 

 

 

8

Stephen L. Sabba, M.D.

 

 

 

For

 

For

 

2.

 

Ratification of Independent Registered Public Accounting Firm.

 

Management

 

For

 

For

 

3.

 

Approval of the Compensation of the Named Executive Officers.

 

Management

 

For

 

For

 

4.

 

Approval of Amendment and Restatement of the Ligand Pharmaceuticals Incorporated 2002 Stock Incentive Plan.

 

Management

 

For

 

For

 

5.

 

Approval of Amendment and Restatement of the Ligand Pharmaceuticals Incorporated Employee Stock Purchase Plan

 

Management

 

For

 

For

 

 

MADRIGAL PHARMACEUTICALS INC.

 

Security

558868105

Meeting Type

Annual

Ticker Symbol

MDGL

Meeting Date

27-Jun-2019

Record Date

03-May-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Keith R. Gollust

 

 

 

For

 

For

 

 

 

2

Richard S. Levy, M.D.

 

 

 

For

 

For

 

 

 

3

David Milligan, Ph.D.

 

 

 

For

 

For

 

2.

 

To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019.

 

Management

 

For

 

For

 

3.

 

To approve our amended 2015 Stock Plan.

 

Management

 

For

 

For

 

4.

 

Advisory vote on compensation of named executive officers.

 

Management

 

For

 

For

 

5.

 

Frequency of advisory vote on the compensation of named executive officers.

 

Management

 

1 Year

 

For

 

 


 

MARINUS PHARMACEUTICALS, INC.

 

Security

56854Q101

Meeting Type

Annual

Ticker Symbol

MRNS

Meeting Date

07-May-2019

Record Date

11-Mar-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Scott Braunstein

 

 

 

For

 

For

 

 

 

2

Seth H.Z. Fischer

 

 

 

For

 

For

 

 

 

3

Nicole Vitullo

 

 

 

For

 

For

 

2.

 

The approval of an amendment to our 2014 Plan to increase, on an annual basis, the maximum number of shares of common stock available for issuance under the 2014 Plan by a number of shares equal to the lesser of (i) 5,000,000 shares of common stock, (ii) an amount equal to 4% of the total number of shares of common stock outstanding on such date, or (iii) an amount determined by the Board, each of which may be granted as incentive stock options, and to increase the maximum aggregate number of shares of Company Stock.

 

Management

 

Against

 

Against

 

3.

 

The ratification of KPMG LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2019.

 

Management

 

For

 

For

 

 

MILESTONE PHARMACEUTICALS, INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

8-Apr-2019

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

Designate Michael Tomsicek as an Independent Director

 

Management

 

For

 

For

 

 

MILESTONE PHARMACEUTICALS, INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

26-Apr-2019

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

Approval of IPO

 

Management

 

For

 

For

 

2

 

Approval of Post-IPO Amendment of Articles of Incorporation

 

Management

 

For

 

For

 

3

 

Repeal and Replacement of the By-Laws

 

Management

 

For

 

For

 

4

 

Approval of the 2019 Equity Incentive Plan

 

Management

 

For

 

For

 

5

 

Approval of the 2019 Employee Share Purchase Plan

 

Management

 

For

 

For

 

6

 

Waiver of Registration Rights

 

Management

 

For

 

For

 

7

 

Authorization to Call Meetings of Shareholders

 

Management

 

For

 

For

 

8

 

Waiver of Transfer Restrictions and Rights of First Refusal

 

Management

 

For

 

For

 

 


 

MIRATI THERAPEUTICS, INC.

 

Security

60468T105

Meeting Type

Annual

Ticker Symbol

MRTX

Meeting Date

15-May-2019

Record Date

22-Mar-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Charles M. Baum

 

 

 

For

 

For

 

 

 

2

Bruce L.A. Carter

 

 

 

For

 

For

 

 

 

3

Aaron I. Davis

 

 

 

For

 

For

 

 

 

4

Henry J. Fuchs

 

 

 

For

 

For

 

 

 

5

Michael Grey

 

 

 

For

 

For

 

 

 

6

Faheem Hasnain

 

 

 

For

 

For

 

 

 

7

Craig Johnson

 

 

 

For

 

For

 

 

 

8

Maya Martinez-Davis

 

 

 

For

 

For

 

2.

 

To approve, on an advisory basis, the compensation paid to our named executive officers as disclosed in this proxy statement.

 

Management

 

For

 

For

 

3.

 

To indicate, on an advisory basis, the preferred frequency of stockholder advisory votes on the compensation of our named executive officers.

 

Management

 

1 Year

 

For

 

4.

 

To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2019.

 

Management

 

For

 

For

 

5.

 

To approve our Amended and Restated 2013 Equity Incentive Plan, to among other things, increase the aggregate number of shares of our common stock authorized for issuance under such plan by 2,500,000 shares.

 

Management

 

For

 

For

 

 

MOLECULAR TEMPLATES, INC.

 

Security

608550109

Meeting Type

Annual

Ticker Symbol

MTEM

Meeting Date

29-May-2019

Record Date

08-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.1

 

Election of Director: David Hirsch, M.D., Ph.D.

 

Management

 

For

 

For

 

1.2

 

Election of Director: David R. Hoffmann

 

Management

 

For

 

For

 

1.3

 

Election of Director: Kevin Lalande

 

Management

 

For

 

For

 

2.

 

Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.

 

Management

 

For

 

For

 

3.

 

Approve on an advisory basis the compensation of the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission.

 

Management

 

For

 

For

 

4.

 

Approve on an advisory basis the preferred frequency of future advisory votes on the compensation of the Company’s named executive officers.

 

Management

 

1 Year

 

For

 

 


 

MYLAN N.V.

 

Security

N59465109

Meeting Type

Annual

Ticker Symbol

MYL

Meeting Date

21-Jun-2019

Record Date

24-May-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1A.

 

Appointment of Director: Heather Bresch

 

Management

 

For

 

For

 

1B.

 

Appointment of Director: Hon. Robert J. Cindrich

 

Management

 

For

 

For

 

1C.

 

Appointment of Director: Robert J. Coury

 

Management

 

For

 

For

 

1D.

 

Appointment of Director: JoEllen Lyons Dillon

 

Management

 

For

 

For

 

1E.

 

Appointment of Director: Neil Dimick, C.P.A.

 

Management

 

For

 

For

 

1F.

 

Appointment of Director: Melina Higgins

 

Management

 

For

 

For

 

1G.

 

Appointment of Director: Harry A. Korman

 

Management

 

For

 

For

 

1H.

 

Appointment of Director: Rajiv Malik

 

Management

 

For

 

For

 

1I.

 

Appointment of Director: Richard Mark, C.P.A.

 

Management

 

For

 

For

 

1J.

 

Appointment of Director: Mark W. Parrish

 

Management

 

For

 

For

 

1K.

 

Appointment of Director: Pauline van der Meer Mohr

 

Management

 

For

 

For

 

1L.

 

Appointment of Director: Randall L. (Pete) Vanderveen, Ph.D.

 

Management

 

For

 

For

 

1M.

 

Appointment of Director: Sjoerd S. Vollebregt

 

Management

 

For

 

For

 

2.

 

Approval, on an advisory basis, of the compensation of the named executive officers of the Company

 

Management

 

For

 

For

 

3.

 

Adoption of the Dutch annual accounts for fiscal year 2018

 

Management

 

For

 

For

 

4.

 

Ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2019

 

Management

 

For

 

For

 

5.

 

Instruction to Deloitte Accountants B.V. for the audit of the Company’s Dutch statutory annual accounts for fiscal year 2019

 

Management

 

For

 

For

 

6.

 

Authorization of the Board to acquire shares in the capital of the Company

 

Management

 

For

 

For

 

7.

 

Delegation to the Board of the authority to issue ordinary shares and grant rights to subscribe for ordinary shares in the capital of the Company and to exclude or restrict pre-emptive rights

 

Management

 

For

 

For

 

8.

 

SHAREHOLDER VIEW ON DISCUSSION ITEM ONLY - indication of support for amending Company clawback policy similar to that suggested in the shareholder proposal(Agenda Item 10)

 

Shareholder

 

Against

 

 

 

 


 

MYOKARDIA, INC.

 

Security

62857M105

Meeting Type

Annual

Ticker Symbol

MYOK

Meeting Date

13-Jun-2019

Record Date

15-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Sunil Agarwal, M.D.

 

 

 

For

 

For

 

 

 

2

Kimberly Popovits

 

 

 

For

 

For

 

2.

 

To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2019.

 

Management

 

For

 

For

 

3.

 

To recommend, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement.

 

Management

 

For

 

For

 

4.

 

To recommend, on a non-binding advisory basis, the frequency of future non-binding stockholder advisory votes to approve the compensation of the Company’s named executive officers.

 

Management

 

1 Year

 

For

 

 

NEKTAR THERAPEUTICS

 

Security

640268108

Meeting Type

Annual

Ticker Symbol

NKTR

Meeting Date

12-Jun-2019

Record Date

15-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a.

 

Election of Director: R. Scott Greer

 

Management

 

For

 

For

 

1b.

 

Election of Director: Lutz Lingnau

 

Management

 

For

 

For

 

2.

 

To ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019.

 

Management

 

For

 

For

 

3.

 

To approve a non-binding advisory resolution regarding our executive compensation (a “say-on-pay” vote).

 

Management

 

For

 

For

 

 

NEUROCRINE BIOSCIENCES, INC.

 

Security

64125C109

Meeting Type

Annual

Ticker Symbol

NBIX

Meeting Date

22-May-2019

Record Date

29-Mar-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Richard F. Pops

 

 

 

For

 

For

 

 

 

2

Stephen A. Sherwin, M.D

 

 

 

For

 

For

 

2.

 

Advisory vote to approve the compensation paid to the Company’s named executive officers.

 

Management

 

For

 

For

 

3.

 

To approve an amendment to the Company’s 2011 Equity Incentive Plan to increase the number of shares of common stock reserved for issuance thereunder from 19,000,000 to 21,000,000.

 

Management

 

For

 

For

 

4.

 

To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.

 

Management

 

For

 

For

 

 


 

NOVAVAX, INC.

 

Security

670002104

Meeting Type

Special

Ticker Symbol

NVAX

Meeting Date

08-May-2019

Record Date

25-Mar-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

An amendment to the Company’s Second Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s issued and outstanding common stock at a ratio of 1-for-20.

 

Management

 

For

 

For

 

 

NOVAVAX, INC.

 

Security

670002104

Meeting Type

Annual

Ticker Symbol

NVAX

Meeting Date

28-Jun-2019

Record Date

02-May-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Rachel K. King

 

 

 

For

 

For

 

 

 

2

Michael A. McManus, Jr.

 

 

 

For

 

For

 

 

 

3

James F. Young

 

 

 

For

 

For

 

2.

 

To consider and vote whether to approve, on an advisory basis, the compensation paid to our Named Executive Officers.

 

Management

 

For

 

For

 

3.

 

To amend and restate the Novavax, Inc. Amended and Restated 2015 Stock Incentive Plan, as amended, to increase the number of shares of the Company’s common stock, par value $0.01, available for issuance thereunder by 1,000,000 shares.

 

Management

 

For

 

For

 

4.

 

To amend and restate the Novavax, Inc. Amended and Restated 2013 Employee Stock Purchase Plan, as amended, to increase the number of shares of the Company’s common stock, par value $0.01 available for issuance thereunder by 200,000 shares.

 

Management

 

For

 

For

 

5.

 

To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.

 

Management

 

For

 

For

 

 

NOVOCURE LIMITED

 

Security

G6674U108

Meeting Type

Annual

Ticker Symbol

NVCR

Meeting Date

22-May-2019

Record Date

19-Mar-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1A.

 

Election of Director: Jeryl L. Hilleman

 

Management

 

For

 

For

 

1B.

 

Election of Director: Kinyip Gabriel Leung

 

Management

 

For

 

For

 

2.

 

The approval and ratification of the appointment, by the Audit Committee of our Board of Directors, of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, as the auditor and independent registered public accounting firm of the Company for the Company’s fiscal year ending December 31, 2019.

 

Management

 

For

 

For

 

3.

 

A non-binding advisory vote to approve executive compensation.

 

Management

 

For

 

For

 

 


 

OCULIS SA

 

Security

N/A

Meeting Type

Annual

Ticker Symbol

N/A

Meeting Date

28-Jun-2019

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

Approval of Annual Report including Financial Statements

 

Management

 

For

 

For

 

2

 

Appropriation of Balance Sheet Results 2018

 

Management

 

For

 

For

 

3

 

Discharge of the Members of the Board and Management

 

Management

 

For

 

For

 

4

 

Re-Election / Election of the board of Directors

 

Management

 

For

 

For

 

5

 

Election of the Auditors

 

Management

 

For

 

For

 

 

OVID THERAPEUTICS INC.

 

Security

690469101

Meeting Type

Annual

Ticker Symbol

OVID

Meeting Date

07-Jun-2019

Record Date

10-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a.

 

Election of Class II Director: Bart Friedman

 

Management

 

For

 

For

 

2.

 

Ratification of the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019.

 

Management

 

For

 

For

 

 

PORTOLA PHARMACEUTICALS, INC.

 

Security

737010108

Meeting Type

Annual

Ticker Symbol

PTLA

Meeting Date

13-Jun-2019

Record Date

17-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Laura Brege

 

 

 

For

 

For

 

 

 

2

Scott Garland

 

 

 

For

 

For

 

 

 

3

Hollings Renton

 

 

 

For

 

For

 

2.

 

To approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in this proxy statement.

 

Management

 

For

 

For

 

3.

 

To ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.

 

Management

 

For

 

For

 

 


 

PRA HEALTH SCIENCES, INC.

 

Security

69354M108

Meeting Type

Annual

Ticker Symbol

PRAH

Meeting Date

03-Jun-2019

Record Date

10-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Jeffrey T. Barber

 

 

 

For

 

For

 

 

 

2

Linda S. Grais, M.D.

 

 

 

For

 

For

 

2.

 

To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2019.

 

Management

 

For

 

For

 

3.

 

Approval, in a non-binding advisory vote, of the compensation paid to the Company’s named executive officers.

 

Management

 

For

 

For

 

 

PROTAGONIST THERAPEUTICS INC

 

Security

74366E102

Meeting Type

Annual

Ticker Symbol

PTGX

Meeting Date

07-Jun-2019

Record Date

18-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Harold E. Selick, Ph.D.

 

 

 

For

 

For

 

 

 

2

Bryan Giraudo

 

 

 

For

 

For

 

2.

 

To ratify the selection by the Audit Committee of the Board of PricewaterhouseCoopers LLP as Protagonist Therapeutics’ independent registered public accounting firm for the fiscal year ending December 31, 2019.

 

Management

 

For

 

For

 

 

PTC THERAPEUTICS, INC.

 

Security

69366J200

Meeting Type

Annual

Ticker Symbol

PTCT

Meeting Date

12-Jun-2019

Record Date

18-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Allan Jacobson, Ph.D.

 

 

 

For

 

For

 

 

 

2

David P. Southwell

 

 

 

For

 

For

 

 

 

3

Dawn Svoronos

 

 

 

For

 

For

 

2.

 

Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.

 

Management

 

For

 

For

 

3.

 

Advisory vote to approve named executive officer compensation.

 

Management

 

For

 

For

 

 


 

PUMA BIOTECHNOLOGY, INC.

 

Security

74587V107

Meeting Type

Annual

Ticker Symbol

PBYI

Meeting Date

10-Jun-2019

Record Date

22-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Alan H. Auerbach

 

 

 

For

 

For

 

 

 

2

Michael P. Miller

 

 

 

For

 

For

 

 

 

3

Jay M. Moyes

 

 

 

For

 

For

 

 

 

4

Adrian M. Senderowicz

 

 

 

For

 

For

 

 

 

5

Troy E. Wilson

 

 

 

For

 

For

 

 

 

6

Frank E. Zavrl

 

 

 

For

 

For

 

2.

 

Ratification of the selection of KPMG LLP as independent registered public accounting firm of Puma Biotechnology, Inc. for the fiscal year ending December 31, 2019.

 

Management

 

For

 

For

 

3.

 

Advisory (non-binding) vote to approve the compensation of Puma Biotechnology, Inc.’s named executive officers.

 

Management

 

For

 

For

 

 

RAINIER THERAPEUTICS, INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

30-Jan-2019

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

Authorization and Approval of Note Financing

 

Management

 

For

 

For

 

2

 

Waiver of Anti-Dilution Rights

 

Management

 

For

 

For

 

3

 

General Authorizing Resolution

 

Management

 

For

 

For

 

 

RAINIER THERAPEUTICS, INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

23-Apr-2019

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

Amendment of Certificate of Incorporation

 

Management

 

For

 

For

 

2

 

Amendment and Restatement of 2013 Stock Option and Grant Plan

 

Management

 

For

 

For

 

3

 

General Authorizing Resolution

 

Management

 

For

 

For

 

 


 

REGENERON PHARMACEUTICALS, INC.

 

Security

75886F107

Meeting Type

Annual

Ticker Symbol

REGN

Meeting Date

14-Jun-2019

Record Date

17-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a.

 

Election of Director: Bonnie L. Bassler, Ph.D.

 

Management

 

For

 

For

 

1b.

 

Election of Director: Michael S. Brown, M.D.

 

Management

 

For

 

For

 

1c.

 

Election of Director: Leonard S. Schleifer, M.D., Ph.D.

 

Management

 

For

 

For

 

1d.

 

Election of Director: George D. Yancopoulos, M.D., Ph.D.

 

Management

 

For

 

For

 

2.

 

Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.

 

Management

 

For

 

For

 

 

RHYTHM PHARMACEUTICALS

 

Security

76243J105

Meeting Type

Annual

Ticker Symbol

RYTM

Meeting Date

19-Jun-2019

Record Date

22-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.1

 

Election of Director: Jennifer Good

 

Management

 

For

 

For

 

1.2

 

Election of Director: Todd Foley

 

Management

 

For

 

For

 

1.3

 

Election of Director: Ed Mathers

 

Management

 

For

 

For

 

2.

 

Ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ended December 31, 2019.

 

Management

 

For

 

For

 

 

SAGE THERAPEUTICS, INC.

 

Security

78667J108

Meeting Type

Annual

Ticker Symbol

SAGE

Meeting Date

05-Jun-2019

Record Date

08-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Kevin P. Starr

 

 

 

For

 

For

 

 

 

2

James M. Frates

 

 

 

For

 

For

 

 

 

3

George Golumbeski, Ph.D

 

 

 

For

 

For

 

2.

 

To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019.

 

Management

 

For

 

For

 

3.

 

To hold a non binding advisory vote to approve the compensation paid to our named executive officers.

 

Management

 

For

 

For

 

 


 

SANGAMO THERAPEUTICS, INC.

 

Security

800677106

Meeting Type

Annual

Ticker Symbol

SGMO

Meeting Date

10-Jun-2019

Record Date

18-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

H. Stewart Parker

 

 

 

For

 

For

 

 

 

2

Robert F. Carey

 

 

 

For

 

For

 

 

 

3

Stephen G. Dilly

 

 

 

For

 

For

 

 

 

4

Alexander D. Macrae

 

 

 

For

 

For

 

 

 

5

Saira Ramasastry

 

 

 

For

 

For

 

 

 

6

Karen L. Smith

 

 

 

For

 

For

 

 

 

7

Joseph S. Zakrzewski

 

 

 

For

 

For

 

2.

 

To approve, on an advisory basis, the compensation of the Company’s named executive officers, as described in the Proxy Statement.

 

Management

 

For

 

For

 

3.

 

To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2019.

 

Management

 

For

 

For

 

 

SAREPTA THERAPEUTICS INC.

 

Security

803607100

Meeting Type

Annual

Ticker Symbol

SRPT

Meeting Date

06-Jun-2019

Record Date

11-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1A

 

Election of Director: Richard J. Barry

 

Management

 

For

 

For

 

1B

 

Election of Director: M. Kathleen Behrens, Ph.D.

 

Management

 

For

 

For

 

1C

 

Election of Director: Claude Nicaise, M.D.

 

Management

 

For

 

For

 

2.

 

Advisory Vote To Approve, On A Non-Binding Basis, Named Executive Officer Compensation.

 

Management

 

For

 

For

 

3.

 

Approval Of An Amendment To The Amended and Restated 2013 Employee Stock Purchase Plan (The “2013 ESPP”) to Increase the Number of Shares of Common Stock Authorized For Issuance Under the 2013 ESPP by 500,000 Shares to 1,100,000 and To Extend the 2013 ESPP’s Term Until April 22, 2029.

 

Management

 

For

 

For

 

4.

 

Ratification Of KPMG LLP As Independent Registered Public Accounting Firm for the Year Ending December 31, 2019.

 

Management

 

For

 

For

 

 


 

SEATTLE GENETICS, INC.

 

Security

812578102

Meeting Type

Annual

Ticker Symbol

SGEN

Meeting Date

20-May-2019

Record Date

22-Mar-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Srinivas Akkaraju

 

 

 

For

 

For

 

 

 

2

Marc Lippman

 

 

 

For

 

For

 

 

 

3

Daniel Welch

 

 

 

For

 

For

 

2.

 

To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.

 

Management

 

For

 

For

 

3.

 

To approve the amendment and restatement of the Seattle Genetics, Inc. Amended and Restated 2000 Employee Stock Purchase Plan, or the ESPP, to increase the aggregate number of shares of common stock authorized for issuance thereunder by 1,000,000 shares and to allow for the participation in the ESPP by the Company’s non-U.S. based employees.

 

Management

 

For

 

For

 

4.

 

Advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the accompanying proxy statement.

 

Management

 

For

 

For

 

 

SHIRE PLC

 

Security

82481R106

Meeting Type

Special

Ticker Symbol

SHPG

Meeting Date

05-Dec-2018

Record Date

07-Nov-2018

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

To approve the Scheme of Arrangement.

 

Management

 

For

 

For

 

2.

 

Special Resolution: THAT for the purpose of giving effect to the Scheme of Arrangement: (1) the Board of Directors of the Company (the “Board”) be authorized to take all such action as they may consider necessary or appropriate for carrying the Scheme of Arrangement into effect, (2) the articles of association of the Company be amended by the adoption and inclusion of a new Article 154 and (3) conditional upon and with effect from the sanctioning of the Scheme of Arrangement ...(due to space limits, see proxy material for full proposal).

 

Management

 

For

 

For

 

 


 

SPECTRUM PHARMACEUTICALS, INC.

 

Security

84763A108

Meeting Type

Annual

Ticker Symbol

SPPI

Meeting Date

19-Jun-2019

Record Date

22-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.1

 

Election of Director: William L. Ashton

 

Management

 

For

 

For

 

1.2

 

Election of Director: Raymond W. Cohen

 

Management

 

For

 

For

 

1.3

 

Election of Director: Elizabeth A. Czerepak

 

Management

 

For

 

For

 

1.4

 

Election of Director: Joseph W. Turgeon

 

Management

 

For

 

For

 

1.5

 

Election of Director: Jeffrey L. Vacirca

 

Management

 

For

 

For

 

1.6

 

Election of Director: Dolatrai M. Vyas

 

Management

 

For

 

For

 

1.7

 

Election of Director: Bernice R. Welles

 

Management

 

For

 

For

 

2.

 

To approve, on a non-binding advisory basis, the compensation of our named executive officers, as disclosed in the Compensation Discussion and Analysis section of the Proxy Statement.

 

Management

 

For

 

For

 

3.

 

To ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019.

 

Management

 

For

 

For

 

 

SUTRO BIOPHARMA, INC.

 

Security

869367102

Meeting Type

Annual

Ticker Symbol

STRO

Meeting Date

07-Jun-2019

Record Date

16-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Michael Dybbs, Ph.D.

 

 

 

For

 

For

 

 

 

2

John G. Freund, M.D.

 

 

 

For

 

For

 

2.

 

To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019.

 

Management

 

For

 

For

 

 


 

SYNEOS HEALTH, INC.

 

Security

87166B102

Meeting Type

Annual

Ticker Symbol

SYNH

Meeting Date

24-May-2019

Record Date

27-Mar-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a.

 

Election of Director: Todd Abbrecht

 

Management

 

For

 

For

 

1b.

 

Election of Director: John M. Dineen

 

Management

 

For

 

For

 

1c.

 

Election of Director: William E. Klitgaard

 

Management

 

For

 

For

 

1d.

 

Election of Director: John Maldonado

 

Management

 

For

 

For

 

2.

 

To approve on an advisory (nonbinding) basis our executive compensation.

 

Management

 

For

 

For

 

3.

 

To ratify the appointment of the Company’s independent auditors Deloitte & Touche LLP.

 

Management

 

For

 

For

 

 

TETRAPHASE PHARMACEUTICALS, INC.

 

Security

88165N105

Meeting Type

Annual

Ticker Symbol

TTPH

Meeting Date

10-Jun-2019

Record Date

18-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Garen Bohlin

 

 

 

For

 

For

 

 

 

2

John Freund

 

 

 

For

 

For

 

2.

 

To amend our 2014 Employee Stock Purchase Plan to increase the number of shares of common stock reserved for issuance under our 2014 Employee Stock Purchase Plan from 300,000 to 600,000.

 

Management

 

For

 

For

 

3.

 

To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019.

 

Management

 

For

 

For

 

4.

 

To approve, on a non-binding advisory basis, the compensation of our named executive officers.

 

Management

 

For

 

For

 

 

THE MEDICINES COMPANY

 

Security

584688105

Meeting Type

Annual

Ticker Symbol

MDCO

Meeting Date

30-May-2019

Record Date

11-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1A.

 

Election of Director: Alexander J. Denner

 

Management

 

For

 

For

 

1B.

 

Election of Director: Geno J. Germano

 

Management

 

For

 

For

 

1C.

 

Election of Director: John C. Kelly

 

Management

 

For

 

For

 

1D.

 

Election of Director: Clive A. Meanwell

 

Management

 

For

 

For

 

1E.

 

Election of Director: Paris Panayiotopoulos

 

Management

 

For

 

For

 

1F.

 

Election of Director: Sarah J. Schlesinger

 

Management

 

For

 

For

 

1G.

 

Election of Director: Mark Timney

 

Management

 

For

 

For

 

2.

 

Approve, in an advisory vote, the compensation of our named executive officers as presented in the proxy statement.

 

Management

 

For

 

For

 

3.

 

Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019.

 

Management

 

For

 

For

 

 


 

THERACHON AG

 

Security

N/A

Meeting Type

Ordinary General Meeting

Ticker Symbol

N/A

Meeting Date

8-Apr-2019

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

Constitution of the meeting

 

Management

 

For

 

For

 

2.

 

Approval of the annual financial statements of the Company for the financial year ended December 31, 2018

 

Management

 

For

 

For

 

3.

 

Approval of the appropriation of the financial result 2018

 

Management

 

For

 

For

 

4.

 

Approval granting discharge to the members of the board of directors and officers from liability

 

Management

 

For

 

For

 

5.

 

Re-election of the board of directors

 

Management

 

For

 

For

 

6.

 

Re-election of the auditors

 

Management

 

For

 

For

 

7.

 

Approval of an increase of the conditional capital for purposes of employee, director and consultant participation to the amount of up to CHF 126,000, providing for the issuance of up to 4,200,000 registered shared (ordinary shares) with a par value of CHF 0.03 each, and amendment to the articles of association

 

Management

 

For

 

For

 

 

THERACHON AG

 

Security

N/A

Meeting Type

Ordinary General Meeting

Ticker Symbol

N/A

Meeting Date

12-Apr-2019

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

Constitution of the meeting

 

Management

 

For

 

For

 

2.

 

Approval of interim financial statements of the Company

 

Management

 

For

 

For

 

3.

 

Approval of the distribution of a dividend in kind in the form of all shares in the New HoldCo to the shareholders of the Company

 

Management

 

For

 

For

 

4.

 

Approval of granting discharge to the members of the board of directors and officers from liability for the period until the Closing Date

 

Management

 

For

 

For

 

5.

 

Approval of such other resolutions as may be required or useful in order to approve and give effect to the transactions contemplated by the Business Transfer Agreement or the Share Purchase Agreement

 

Management

 

For

 

For

 

 

THERMO FISHER SCIENTIFIC INC.

 

Security

883556102

Meeting Type

Annual

Ticker Symbol

TMO

Meeting Date

22-May-2019

Record Date

27-Mar-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a.

 

Election of Director: Marc N. Casper

 

Management

 

For

 

For

 

1b.

 

Election of Director: Nelson J. Chai

 

Management

 

For

 

For

 

1c.

 

Election of Director: C. Martin Harris

 

Management

 

For

 

For

 

1d.

 

Election of Director: Tyler Jacks

 

Management

 

For

 

For

 

1e.

 

Election of Director: Judy C. Lewent

 

Management

 

For

 

For

 

1f.

 

Election of Director: Thomas J. Lynch

 

Management

 

For

 

For

 

1g.

 

Election of Director: Jim P. Manzi

 

Management

 

For

 

For

 

1h.

 

Election of Director: James C. Mullen

 

Management

 

For

 

For

 

1i.

 

Election of Director: Lars R. Sørensen

 

Management

 

For

 

For

 

1j.

 

Election of Director: Scott M. Sperling

 

Management

 

For

 

For

 

1k.

 

Election of Director: Elaine S. Ullian

 

Management

 

For

 

For

 

1l.

 

Election of Director: Dion J. Weisler

 

Management

 

For

 

For

 

2.

 

An advisory vote to approve named executive officer compensation.

 

Management

 

For

 

For

 

3.

 

Ratification of the Audit Committee’s selection of PricewaterhouseCoopers LLP as the Company’s independent auditors for 2019.

 

Management

 

For

 

For

 

 


 

TRILLIUM THERAPEUTICS INC.

 

Security

89620X506

Meeting Type

Annual and Special Meeting

Ticker Symbol

TRIL

Meeting Date

27-Jun-2019

Record Date

17-May-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Mr. Luke Beshar

 

 

 

For

 

For

 

 

 

2

Dr. Robert Kirkman

 

 

 

For

 

For

 

 

 

3

Dr. Michael Moore

 

 

 

For

 

For

 

 

 

4

Dr. Thomas Reynolds

 

 

 

For

 

For

 

 

 

5

Dr. Robert Uger

 

 

 

For

 

For

 

 

 

6

Dr. Calvin Stiller

 

 

 

For

 

For

 

 

 

7

Dr. Helen Tayton-Martin

 

 

 

For

 

For

 

2

 

To reappoint Ernst & Young, LLP, Chartered Professional Accountants, Licensed Public Accountants, as auditors of the Corporation for the ensuing year and to authorize the directors to fix the remuneration to be paid to the auditors.

 

Management

 

For

 

For

 

3

 

To consider, and if deemed advisable, to approve, with or without variation, a special resolution, the full text of which is set out in the accompanying management information circular dated May 17, 2019, to approve the potential consolidation of the Corporation’s issued and outstanding common shares on the basis of a ratio within a range of one post-consolidation Common Share for every 5 to 30 outstanding pre-consolidation Common Shares, at such time following the date of the Meeting if and as may be determined by the board of directors of the Corporation in its sole discretion, as more particularly described in the Circular.

 

Management

 

For

 

For

 

4

 

To consider, and if deemed advisable, to approve, with or without variation, a special resolution, the full text of which is set out in the Circular, to approve the continuance of the Corporation as a British Columbia corporation to be governed by the provisions of the Business Corporations Act (British Columbia).

 

Management

 

For

 

For

 

 

ULTRAGENYX PHARMACEUTICAL INC.

 

Security

90400D108

Meeting Type

Annual

Ticker Symbol

RARE

Meeting Date

11-Jun-2019

Record Date

15-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a.

 

Election of Director: William Aliski

 

Management

 

For

 

For

 

1b.

 

Election of Director: Lars Ekman, M.D., Ph.D.

 

Management

 

For

 

For

 

1c.

 

Election of Director: Matthew K. Fust

 

Management

 

For

 

For

 

2.

 

Ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019.

 

Management

 

For

 

For

 

3.

 

Advisory (non-binding) vote to approve the compensation of our named executive officers.

 

Management

 

For

 

For

 

 

UNIQURE N.V.

 

Security

N90064101

Meeting Type

Special

Ticker Symbol

QURE

Meeting Date

24-Oct-2018

Record Date

26-Sep-2018

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

Appointment of Robert Gut, M.D. Ph.D as an executive director.

 

Management

 

For

 

For

 

 


 

UNIQURE N.V.

 

Security

N90064101

Meeting Type

Annual

Ticker Symbol

QURE

Meeting Date

19-Jun-2019

Record Date

22-May-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

Resolution to adopt the 2018 annual accounts and treatment of the results.

 

Management

 

For

 

For

 

2.

 

Resolution to discharge liability of the members of the Board for their management.

 

Management

 

For

 

For

 

3.

 

Re-election of Matthew Kapusta as Executive Director.

 

Management

 

For

 

For

 

4.

 

Resolution to reauthorize the Board to issue ordinary shares and options.

 

Management

 

For

 

For

 

5.

 

Resolution to reauthorize the Board to exclude or limit preemptive rights upon the issuance of ordinary shares.

 

Management

 

For

 

For

 

6.

 

Authorization of the Board to repurchase ordinary shares.

 

Management

 

For

 

For

 

7.

 

Resolution to appoint KPMG as external auditor of the Company for the 2019 financial year.

 

Management

 

For

 

For

 

8.

 

Advisory approval of compensation of named executive officers.

 

Management

 

For

 

For

 

9.

 

Advisory approval on frequency of advisory say on pay votes.

 

Management

 

1 Year

 

Against

 

 

UNITED THERAPEUTICS CORPORATION

 

Security

91307C102

Meeting Type

Annual

Ticker Symbol

UTHR

Meeting Date

26-Jun-2019

Record Date

30-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1a.

 

Election of Director: Christopher Causey

 

Management

 

For

 

For

 

1b.

 

Election of Director: Richard Giltner

 

Management

 

For

 

For

 

1c.

 

Election of Director: Nilda Mesa

 

Management

 

For

 

For

 

1d.

 

Election of Director: Judy Olian

 

Management

 

For

 

For

 

2.

 

Advisory resolution to approve executive compensation.

 

Management

 

For

 

For

 

3.

 

Approval of the amendment and restatement of the United Therapeutics Corporation 2015 Stock Incentive Plan.

 

Management

 

For

 

For

 

4.

 

Ratification of the appointment of Ernst & Young LLP as United Therapeutics Corporation’s independent registered public accounting firm for 2019.

 

Management

 

For

 

For

 

5.

 

Shareholder proposal requesting declassification of the Board of Directors, if properly presented.

 

Shareholder

 

For

 

For

 

 

VENITI, INC.

 

Security

N/A

Meeting Type

Written Consent

Ticker Symbol

N/A

Meeting Date

3-Aug-2018

Record Date

N/A

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1

 

Adoption and Approval of Amendment to Merger Agreement

 

Management

 

For

 

For

 

2

 

Waiver of Appraisal and Dissenters’ Rights

 

Management

 

For

 

For

 

3

 

Waiver of Notice

 

Management

 

For

 

For

 

4

 

Termination of Certain Agreements

 

Management

 

For

 

For

 

5

 

Omnibus Resolutions

 

Management

 

For

 

For

 

 


 

VERONA PHARMA PLC

 

Security

925050106

Meeting Type

Annual

Ticker Symbol

VRNA

Meeting Date

07-May-2019

Record Date

19-Mar-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

O1

 

To receive and adopt the report of the directors and the financial statements for the year ended 31 December 2018.

 

Management

 

For

 

For

 

O2

 

To approve the Directors’ Remuneration Report.

 

Management

 

For

 

For

 

O3

 

To re-elect Dr. Ken Cunningham as a director of the Company.

 

Management

 

For

 

For

 

O4

 

To re-elect Dr. Andrew Sinclair as a director of the Company.

 

Management

 

For

 

For

 

O5

 

To re-elect Dr. Martin Edwards as a director of the Company.

 

Management

 

For

 

For

 

O6

 

To appoint PricewaterhouseCoopers LLP as auditors.

 

Management

 

For

 

For

 

O7

 

To authorise the directors to determine the auditors remuneration.

 

Management

 

For

 

For

 

O8

 

To authorise the directors to allot relevant securities pursuant to Section 551 of the Companies Act 2006.

 

Management

 

For

 

For

 

S9

 

To authorise the directors to allot equity securities pursuant to Section 570 of the Companies Act 2006.

 

Management

 

For

 

For

 

 

VERTEX PHARMACEUTICALS INCORPORATED

 

Security

92532F100

Meeting Type

Annual

Ticker Symbol

VRTX

Meeting Date

05-Jun-2019

Record Date

10-Apr-2019

Holding Recon Date

10-Apr-2019

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.1

 

Election of Director: Sangeeta Bhatia

 

Management

 

For

 

For

 

1.2

 

Election of Director: Lloyd Carney

 

Management

 

For

 

For

 

1.3

 

Election of Director: Terrence Kearney

 

Management

 

For

 

For

 

1.4

 

Election of Director: Yuchun Lee

 

Management

 

For

 

For

 

1.5

 

Election of Director: Jeffrey Leiden

 

Management

 

For

 

For

 

1.6

 

Election of Director: Bruce Sachs

 

Management

 

For

 

For

 

2.

 

Amendment and restatement of our 2013 Stock and Option Plan to, among other things, increase the number of shares available under the plan by 5.0 million shares.

 

Management

 

For

 

For

 

3.

 

Amendment and restatement of our 2013 Employee Stock Purchase Plan to, among other things, increase the number of shares available under the plan by 2.0 million shares.

 

Management

 

For

 

For

 

4.

 

Ratification of Ernst & Young LLP as our Independent Registered Public Accounting firm for the year ending December 31, 2019.

 

Management

 

For

 

For

 

5.

 

Advisory vote on named executive officer compensation.

 

Management

 

For

 

For

 

6.

 

Shareholder proposal, if properly presented at the meeting, requesting annual reporting on the integration of risks relating to drug prices into our executive compensation program.

 

Shareholder

 

Against

 

For

 

7.

 

Shareholder proposal, if properly presented at the meeting, requesting that we prepare a report on our policies and activities with respect to lobbying.

 

Shareholder

 

Against

 

For

 

 

VIKING THERAPEUTICS INC

 

Security

92686J106

Meeting Type

Annual

Ticker Symbol

VKTX

Meeting Date

23-May-2019

Record Date

01-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Matthew W. Foehr

 

 

 

For

 

For

 

 

 

2

Charles A. Rowland, Jr.

 

 

 

For

 

For

 

2.

 

Ratification of the selection of MARCUM LLP as the Company’s Independent Registered Public Account Firm for its fiscal year ending December 31, 2019.

 

Management

 

For

 

For

 

 


 

XENCOR INC

 

Security

98401F105

Meeting Type

Annual

Ticker Symbol

XNCR

Meeting Date

26-Jun-2019

Record Date

29-Apr-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1.

 

DIRECTOR

 

Management

 

 

 

 

 

 

 

1

Dr. Kevin C. Gorman

 

 

 

For

 

For

 

 

 

2

Dr. A Bruce Montgomery

 

 

 

For

 

For

 

 

 

3

Dr. Bassil I. Dahiyat

 

 

 

For

 

For

 

 

 

4

Mr. Kurt Gustafson

 

 

 

For

 

For

 

 

 

5

Mr. Yujiro S. Hata

 

 

 

For

 

For

 

 

 

6

Mr. Richard Ranieri

 

 

 

For

 

For

 

 

 

7

Dr. Ellen G. Feigal

 

 

 

For

 

For

 

2.

 

Proposal to ratify RSM US LLP as the independent public accounting firm for 2019

 

Management

 

For

 

For

 

3.

 

Proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy materials

 

Management

 

For

 

For

 

 

ZOGENIX, INC.

 

Security

98978L204

Meeting Type

Annual

Ticker Symbol

ZGNX

Meeting Date

22-May-2019

Record Date

26-Mar-2019

 

 

 

Item

 

Proposal

 

Proposed
by

 

Vote

 

For/Against
Management

 

1A.

 

Election of Director: Erle T. Mast

 

Management

 

For

 

For

 

1B.

 

Election of Director: Renee P. Tannenbaum, Pharm D.

 

Management

 

For

 

For

 

2.

 

Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2019.

 

Management

 

For

 

For

 

3.

 

Approval, on an advisory basis, of the compensation of the named executive officers as disclosed in the proxy statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission.

 

Management

 

For

 

For

 

4.

 

Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the authorized number of shares of common stock from 50,000,000 to 100,000,000.

 

Management

 

For

 

For

 

5.

 

Approval of an amendment and restatement of the Company’s 2010 Equity Incentive Award Plan.

 

Management

 

Against

 

Against

 

 


 

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)

Tekla Life Sciences Investors

 

 

By (Signature and Title)*

 

 

 

 

/s/ Daniel R. Omstead

 

(Daniel R. Omstead, President)

 

 

Date

8/15/19

 


*Print the name and title of each signing officer under his or her signature.

 

2