Daniel A. Morris
Manor Investment Funds, Inc.
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 (Sections 239.24 and 274.5 of this chapter), to file reports with the Commission, not 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 notes.
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. Section 3507.
Disclose the following information for each matter relating to a portfolio security considered at any shareholder meeting held during the period covered by the report and with respect to which the registrant was entitled to vote:
(a).
(b).
(c).
The Council on Uniform Securities Identification Procedures ("CUSIP") number for the portfolio security;
(d).
(e).
(f).
(g).
(h).
How the Registrant cast its vote (e.g., for or against proposal, or abstain; for or withhold regarding election of directors); and
(i).
Whether the Registrant cast its vote for or against management.
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Company Information | Proposal | Mgmt Rec. | Vote Cast | Sponsor |
CONSTELLATION BRANDS, INC. 21036P-108
July 23, 2014 | 1. DIRECTOR 1) JERRY FOWDEN 2) BARRY A. FROMBERG 3) ROBERT L. HANSON 4) JEANANNE K. HAUSWALD 5) JAMES A. LOCKE III 6) RICHARD SANDS 7) ROBERT SANDS 8) JUDY A. SCHMELING 9) KEITH E. WANDELL 10) MARK ZUPAN 2. PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING FEBRUARY 28, 2015 3. PROPOSAL TO APPROVE, BY AN ADVISORY VOTE, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE PROXY STATEMENT | For All
For
For | For All
For
For | Management
Management
Management |
MICHAEL KORS HOLDINGS LIMITED G60754-101
July 31, 2014 | 1A. ELECTION OF DIRECTOR: JOHN D. IDOL 1B. ELECTION OF DIRECTOR: SILAS K.F. CHOU 1C. ELECTION OF DIRECTOR: ANN MCLAUGHLIN KOROLOGOS 2. TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING MARCH 28, 2015. 3. TO APPROVE, ON A NON-BINDING ADVISORY BASIS, EXECUTIVE COMPENSATION. | For For For For
For | For For For For
For | Management Management Management Management
Management |
PRECISION CASTPARTS CORP. 740189-105
August 12, 2014 | 1A. ELECTION OF DIRECTOR: MARK DONEGAN 1B. ELECTION OF DIRECTOR: DON R. GRABER 1C. ELECTION OF DIRECTOR: LESTER L. LYLES 1D. ELECTION OF DIRECTOR: DANIEL J. MURPHY 1E. ELECTION OF DIRECTOR: VERNON E. OECHSLE 1F. ELECTION OF DIRECTOR: ULRICH SCHMIDT 1G. ELECTION OF DIRECTOR: RICHARD L. WAMBOLD 1H. ELECTION OF DIRECTOR: TIMOTHY A. WICKS 2. RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3. ADVISORY VOTE REGARDING COMPENSATION OF NAMED EXECUTIVE OFFICERS. 4. SHAREHOLDER PROPOSAL REGARDING ACCELERATED VESTING OF EQUITY AWARDS UPON A CHANGE IN CONTROL. | For For For For For For For For For
For
Against | For For For For For For For For For
For
For | Management Management Management Management Management Management Management Management Management
Management
Shareholder |
XILINX, INC. 983919-101
August 13, 2014 | 1A. ELECTION OF DIRECTOR: PHILIP T. GIANOS 1B. ELECTION OF DIRECTOR: MOSHE N. GAVRIELOV 1C. ELECTION OF DIRECTOR: JOHN L. DOYLE 1D. ELECTION OF DIRECTOR: WILLIAM G. HOWARD, JR. 1E. ELECTION OF DIRECTOR: J. MICHAEL PATTERSON 1F. ELECTION OF DIRECTOR: ALBERT A. PIMENTEL 1G. ELECTION OF DIRECTOR: MARSHALL C. TURNER 1H. ELECTION OF DIRECTOR: ELIZABETH W. VANDERSLICE 2. PROPOSAL TO APPROVE AN AMENDMENT TO THE COMPANY'S 1990 EMPLOYEE QUALIFIED STOCK PURCHASE PLAN. 3. PROPOSAL TO APPROVE AN AMENDMENT TO THE COMPANY'S 2007 EQUITY INCENTIVE PLAN. 4. PROPOSAL TO APPROVE ON AN ADVISORY BASIS THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS 5. PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S EXTERNAL AUDITORS FOR FISCAL 2015 | For For For For For For For For For
For
For
For | For For For For For For For For For
For
For
For | Management Management Management Management Management Management Management Management Management
Management
Management
Management |
DIRECTV 25490A-309
September 25, 2014 | 1. ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF MAY 18, 2014, AS IT MAY BE AMENDED FROM TIME TO TIME, BY AND AMONG DIRECTV, A DELAWARE CORPORATION, AT&T INC., A DELAWARE CORPORATION, AND STEAM MERGER SUB LLC, A DELAWARE LIMITED LIABILITY COMPANY AND A WHOLLY OWNED SUBSIDIARY OF AT&T INC. (THE "MERGER AGREEMENT"). 2. APPROVE, BY NON-BINDING, ADVISORY VOTE, CERTAIN COMPENSATION ARRANGEMENTS FOR DIRECTV'S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER CONTEMPLATED BY THE MERGER AGREEMENT. 3. APPROVE ADJOURNMENTS OF THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO ADOPT THE MERGER AGREEMENT. | For
For
For | For
For
For | Management
Management
Management |
ORACLE CORP. 68389X-105
November 05, 2014 | 1. DIRECTOR 1) JEFFREY S. BERG 2) H. RAYMOND BINGHAM 3) MICHAEL J. BOSKIN 4) SAFRA A. CATZ 5) BRUCE R. CHIZEN 6) GEORGE H. CONRADES 7) LAWRENCE J. ELLISON 8) HECTOR GARCIA-MOLINA 9) JEFFREY O. HENLEY 10) MARK V. HURD 11) NAOMI O. SELIGMAN 2. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION. 3. RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2015. 4. STOCKHOLDER PROPOSAL REGARDING VOTE TABULATION. 5. STOCKHOLDER PROPOSAL REGARDING MULTIPLE PERFORMANCE METRICS. 6. STOCKHOLDER PROPOSAL REGARDING QUANTIFIABLE PERFORMANCE METRICS. 7. STOCKHOLDER PROPOSAL REGARDING PROXY ACCESS. | For All
For For
Against Against
Against
Against | For All
For For
Against Against
Against
Against | Management
Management Management
Management Management
Management
Management |
MICROSOFT CORP. 594918-104
December 3, 2014 | 1A. ELECTION OF DIRECTOR: WILLIAM H. GATES III 1B. ELECTION OF DIRECTOR: MARIA M. KLAWE 1C. ELECTION OF DIRECTOR: TERI L. LISTSTOLL 1D. ELECTION OF DIRECTOR: G. MASON MORFIT 1E. ELECTION OF DIRECTOR: SATYA NADELLA 1F. ELECTION OF DIRECTOR: CHARLES H. NOSKI 1G. ELECTION OF DIRECTOR: HELMUT PANKE 1H. ELECTION OF DIRECTOR: CHARLES W. SCHARF 1I. ELECTION OF DIRECTOR: JOHN W. STANTON 1J. ELECTION OF DIRECTOR: JOHN W. THOMPSON 2. ADVISORY VOTE ON EXECUTIVE COMPENSATION 3. RATIFICATION OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT AUDITOR FOR FISCAL YEAR 2015 4. SHAREHOLDER PROPOSAL - PROXY ACCESS FOR SHAREHOLDERS | For For For For For For For For For For For For
Against | For For For For For For For For For For For For
Against | Management Management Management Management Management Management Management Management Management Management Management Management
Management |
HARMAN INTERNATIONAL INDUSTRIES, INC. 413086-109
December 3, 2014 | 1A. ELECTION OF DIRECTOR: ADRIANE M. BROWN 1B. ELECTION OF DIRECTOR: JOHN W. DIERCKSEN 1C. ELECTION OF DIRECTOR: ANN M. KOROLOGOS 1D. ELECTION OF DIRECTOR: EDWARD H. MEYER 1E. ELECTION OF DIRECTOR: DINESH C. PALIWAL 1F. ELECTION OF DIRECTOR: KENNETH M. REISS 1G. ELECTION OF DIRECTOR: HELLENE S. RUNTAGH 1H. ELECTION OF DIRECTOR: FRANK S. SKLARSKY 1I. ELECTION OF DIRECTOR: GARY G. STEEL 2. RATIFY THE APPOINTMENT OF KPMG LLP FOR FISCAL 2015. 3. TO APPROVE, BY NON-BINDING VOTE, EXECUTIVE COMPENSATION. | For For For For For For For For For For For | For For For For For For For For For For For | Management Management Management Management Management Management Management Management Management Management Management |
WALGREEN CO. 931422-109
December 29, 2014 | 1. TO APPROVE AND ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF OCTOBER 17, 2014, PURSUANT TO WHICH ONTARIO MERGER SUB, INC. WILL MERGE WITH AND INTO WALGREEN CO. (THE "REORG MERGER") AND WALGREEN CO. WILL SURVIVE THE REORG MERGER AS A WHOLLY OWNED SUBSIDIARY OF WALGREENS BOOTS ALLIANCE, INC., AND TO APPROVE AND ADOPT THE REORG MERGER AND THE REORGANIZATION (AS DEFINED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS) (THE "REORGANIZATION PROPOSAL"). 2. TO APPROVE THE ISSUANCE, IN A PRIVATE PLACEMENT, OF SHARES OF (A) IF THE REORGANIZATION PROPOSAL IS APPROVED AND THE REORGANIZATION COMPLETED, WALGREENS BOOTS ALLIANCE, INC. COMMON STOCK OR (B) IF THE REORGANIZATION PROPOSAL IS NOT APPROVED OR THE REORGANIZATION IS NOT OTHERWISE COMPLETED, WALGREEN CO. COMMON STOCK, IN EITHER CASE TO THE SELLERS (AS DEFINED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS) IN CONNECTION WITH THE OMPLETION OF THE STEP 2 ACQUISITION (AS DEFINED IN THE ...(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL). 3. TO APPROVE THE ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES TO APPROVE AND ADOPT THE REORGANIZATION PROPOSAL OR THE SHARE ISSUANCE PROPOSAL. | For
For
For | For
For
For | Management
Management
Management
|
APPLE, INC. 037833-100
March 10, 2015 | 1A. ELECTION OF DIRECTOR: TIM COOK 1B. ELECTION OF DIRECTOR: AL GORE 1C. ELECTION OF DIRECTOR: BOB IGER 1D. ELECTION OF DIRECTOR: ANDREA JUNG 1E. ELECTION OF DIRECTOR: ART LEVINSON 1F. ELECTION OF DIRECTOR: RON SUGAR 1G. ELECTION OF DIRECTOR: SUE WAGNER 2. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015 3. AN ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION 4. THE AMENDMENT OF THE APPLE INC. EMPLOYEE STOCK PURCHASE PLAN 5. A SHAREHOLDER PROPOSAL BY THE NATIONAL CENTER FOR PUBLIC POLICY RESEARCH ENTITLED "RISK REPORT" 6. A SHAREHOLDER PROPOSAL BY MR.JAMES MCRITCHIE AND MR. JOHN HARRINGTON ENTITLED "PROXY ACCESS FOR SHAREHOLDERS" | For For For For For For For For
For
For
Against
Against | For Against For For For For For For
For
For
Against
Against | Management Shareholder Management Management Management Management Management Management
Management
Management
Management
Management |
SCHLUMBERGER LIMITED 806857-108
April 8, 2015 | 1A. ELECTION OF DIRECTOR: PETER L.S. CURRIE 1B. ELECTION OF DIRECTOR: K. VAMAN KAMATH 1C. ELECTION OF DIRECTOR: V. MAUREEN KEMPSTON DARKES 1D. ELECTION OF DIRECTOR: PAAL KIBSGAARD 1E. ELECTION OF DIRECTOR: NIKOLAY KUDRYAVTSEV 1F. ELECTION OF DIRECTOR: MICHAEL E. MARKS 1G. ELECTION OF DIRECTOR: INDRA K. NOOYI 1H. ELECTION OF DIRECTOR: LUBNA S. OLAYAN 1I. ELECTION OF DIRECTOR: LEO RAFAEL REIF 1J. ELECTION OF DIRECTOR: TORE I. SANDVOLD 1K. ELECTION OF DIRECTOR: HENRI SEYDOUX 2. TO APPROVE, ON AN ADVISORY BASIS, THE COMPANY'S EXECUTIVE COMPENSATION. 3. TO APPROVE THE COMPANY'S 2014 FINANCIAL STATEMENTS AND THE BOARD'S 2014 DECLARATIONS OF DIVIDENDS. 4. TO APPROVE THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. | For For For For For For For For For For For For
For
For | For For For For For For For For For For For For
For
For | Management Management Management Management Management Management Management Management Management Management Management Management
Management
Management |
TEXAS INSTRUMENTS 882508-104
April 16, 2015 | 1A. ELECTION OF DIRECTOR: R.W. BABB, JR. 1B. ELECTION OF DIRECTOR: M.A. BLINN 1C. ELECTION OF DIRECTOR: D.A. CARP 1D. ELECTION OF DIRECTOR: C.S. COX 1E. ELECTION OF DIRECTOR: R. KIRK 1F. ELECTION OF DIRECTOR: P.H. PATSLEY 1G. ELECTION OF DIRECTOR: R.E. SANCHEZ 1H. ELECTION OF DIRECTOR: W.R. SANDERS 1I. ELECTION OF DIRECTOR: R.J. SIMMONS 1J. ELECTION OF DIRECTOR: R.K. TEMPLETON 1K. ELECTION OF DIRECTOR: C.T. WHITMAN 2. BOARD PROPOSAL REGARDING ADVISORY APPROVAL OF THE COMPANY'S EXECUTIVE COMPENSATION. 3. BOARD PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. | For For For For For For For For For For For For
For | For For For For For For For For For For For For
For | Management Management Management Management Management Management Management Management Management Management Management Management
Management |
WHIRLPOOL CORPORATION 963320-106
April 21, 2015 | 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN 1B. ELECTION OF DIRECTOR: GARY T. DICAMILLO 1C. ELECTION OF DIRECTOR: DIANE M. DIETZ 1D. ELECTION OF DIRECTOR: GERRI T. ELLIOTT 1E. ELECTION OF DIRECTOR: JEFF M. FETTIG 1F. ELECTION OF DIRECTOR: MICHAEL F. JOHNSTON 1G. ELECTION OF DIRECTOR: JOHN D. LIU 1H. ELECTION OF DIRECTOR: HARISH MANWANI 1I. ELECTION OF DIRECTOR: WILLIAM D. PEREZ 1J. ELECTION OF DIRECTOR: MICHAEL A. TODMAN 1K. ELECTION OF DIRECTOR: MICHAEL D. WHITE 2. ADVISORY VOTE TO APPROVEWHIRLPOOL'S EXECUTIVE COMPENSATION. 3. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS WHIRLPOOL'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. | For For For For For For For For For For For For
For | For For For For For For For For For For For For
For | Management Management Management Management Management Management Management Management Management Management Management Management
Management |
ABBOTT LABORATORIES 002824-100
April 24, 2015 | 1. DIRECTOR 1) R.J. ALPERN 2) R.S. AUSTIN 3) S.E. BLOUNT 4) W.J. FARRELL 5) E.M. LIDDY 6) N. MCKINSTRY 7) P.N. NOVAKOVIC 8) W.A. OSBORN 9) S.C. SCOTT III 10) G.F. TILTON 11) M.D. WHITE 2. RATIFICATION OF ERNST & YOUNG LLP AS AUDITORS 3. SAY ON PAY - AN ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION 4. SHAREHOLDER PROPOSAL - GENETICALLY MODIFIED INGREDIENTS 5. SHAREHOLDER PROPOSAL - INDEPENDENT BOARD CHAIRMAN | For All
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Against Against | For All
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Against Against | Management
Management Management
Management Management |
LKQ CORPORATION 501889-208
May 4, 2015 | 1A. ELECTION OF DIRECTOR: SUKHPAL SINGH AHLUWALIA 1B. ELECTION OF DIRECTOR: A. CLINTON ALLEN 1C. ELECTION OF DIRECTOR: RONALD G. FOSTER 1D. ELECTION OF DIRECTOR: JOSEPH M. HOLSTEN 1E. ELECTION OF DIRECTOR: BLYTHE J. MCGARVIE 1F. ELECTION OF DIRECTOR: PAUL M. MEISTER 1G. ELECTION OF DIRECTOR: JOHN F. O'BRIEN 1H. ELECTION OF DIRECTOR: GUHAN SUBRAMANIAN 1I. ELECTION OF DIRECTOR: ROBERT L. WAGMAN 1J. ELECTION OF DIRECTOR: WILLIAM M. WEBSTER, IV 2. RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR OUR FISCAL YEAR ENDING DECEMBER 31, 2015. 3. APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. | For For For For For For For For For For For
For | For For For For For For For For For For For
For | Management Management Management Management Management Management Management Management Management Management Management
Management |
EXPRESS SCRIPTS HOLDING COMPANY 30219G-108
May 6, 2015 | 1A. ELECTION OF DIRECTOR: GARY G. BENANAV 1B. ELECTION OF DIRECTOR: MAURA C. BREEN 1C. ELECTION OF DIRECTOR: WILLIAM J. DELANEY 1D. ELECTION OF DIRECTOR: ELDER GRANGER, MD, MG, USA (RETIRED) 1E. ELECTION OF DIRECTOR: NICHOLAS J. LAHOWCHIC 1F. ELECTION OF DIRECTOR: THOMAS P. MAC MAHON 1G. ELECTION OF DIRECTOR: FRANK MERGENTHALER 1H. ELECTION OF DIRECTOR: WOODROW A. MYERS, JR., MD 1I. ELECTION OF DIRECTOR: RODERICK A. PALMORE 1J. ELECTION OF DIRECTOR: GEORGE PAZ 1K. ELECTION OF DIRECTOR: WILLIAM L. ROPER, MD, MPH 1L. ELECTION OF DIRECTOR: SEYMOUR STERNBERG 2. TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2015. 3. TO APPROVE, BY NON-BINDING VOTE, EXECUTIVE COMPENSATION. 4. STOCKHOLDER PROPOSAL REGARDING POLITICAL DISCLOSURE AND ACCOUNTABILITY. 5. STOCKHOLDER PROPOSAL REGARDING AN INDEPENDENT BOARD CHAIRMAN. | For For For For For For For For For For For For For
For Against
Against | For For For For For For For For For For For For For
For Against
Against | Management Management Management Management Management Management Management Management Management Management Management Management Management
Management Management
Management |
GILEAD SCIENCES, INC. 375558-103
May 6, 2015 | 1A. ELECTION OF DIRECTOR: JOHN F. COGAN 1B. ELECTION OF DIRECTOR: ETIENNE F. DAVIGNON 1C. ELECTION OF DIRECTOR: CARLA A. HILLS 1D. ELECTION OF DIRECTOR: KEVIN E. LOFTON 1E. ELECTION OF DIRECTOR: JOHN W. MADIGAN 1F. ELECTION OF DIRECTOR: JOHN C. MARTIN 1G. ELECTION OF DIRECTOR: NICHOLAS G. MOORE 1H. ELECTION OF DIRECTOR: RICHARD J. WHITLEY 1I. ELECTION OF DIRECTOR: GAYLE E. WILSON 1J. ELECTION OF DIRECTOR: PER WOLDOLSEN 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, 2015. 3. TO APPROVE AN AMENDMENT AND RESTATEMENT TO GILEAD'S EMPLOYEE STOCK PURCHASE PLAN AND INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN. 4. TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS PRESENTED IN THE PROXY STATEMENT. 5. TO VOTE ON A STOCKHOLDER PROPOSAL, IF PROPERLY PRESENTED AT THE MEETING, REQUESTING THAT THE BOARD TAKE STEPS TO PERMIT STOCKHOLDER ACTION BY WRITTEN CONSENT. 6. TO VOTE ON A STOCKHOLDER PROPOSAL, IF PROPERLY PRESENTED AT THE MEETING, REQUESTING THAT THE BOARD ADOPT A POLICY THAT THE CHAIRMAN OF THE BOARD OF DIRECTORS BE AN INDEPENDENT DIRECTOR. 7. TO VOTE ON A STOCKHOLDER PROPOSAL, IF PROPERLY PRESENTED AT THE MEETING, REQUESTING THAT GILEAD ISSUE AN ANNUAL SUSTAINABILITY REPORT. 8. TO VOTE ON A STOCKHOLDER PROPOSAL, IF PROPERLY PRESENTED AT THE MEETING, REQUESTING THAT THE BOARD REPORT ON CERTAIN RISKS TO GILEAD FROM RISING PRESSURE TO CONTAIN U.S. SPECIALTY DRUG PRICES. | For For For For For For For For For For For
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Against | Management Management Management Management Management Management Management Management Management Management Management
Management
Management
Management
Management
Management
Management |
HESS CORPORATION 42809H-107
May 6, 2015 | 1A. ELECTION OF DIRECTOR: R.F. CHASE 1B. ELECTION OF DIRECTOR: T.J. CHECKI 1C. ELECTION OF DIRECTOR: H. GOLUB 1D. ELECTION OF DIRECTOR: J.B. HESS 1E. ELECTION OF DIRECTOR: E.E. HOLIDAY 1F. ELECTION OF DIRECTOR: R. LAVIZZOMOUREY 1G. ELECTION OF DIRECTOR: D. MCMANUS 1H. ELECTION OF DIRECTOR: J.H. MULLIN III 1I. ELECTION OF DIRECTOR: J.H. QUIGLEY 1J. ELECTION OF DIRECTOR: R.N. WILSON 2. ADVISORY APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3. RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS FOR FISCAL YEAR ENDING DECEMBER 31, 2015. 4. APPROVAL OF THE AMENDED AND RESTATED 2008 LONG-TERM INCENTIVE PLAN. 5. STOCKHOLDER PROPOSAL RECOMMENDING PROXY ACCESS. 6. STOCKHOLDER PROPOSAL RECOMMENDING A SCENARIO ANALYSIS REPORT REGARDING CARBON ASSET RISK. | For For For For For For For For For For For
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Against Against | Management Management Management Management Management Management Management Management Management Management Management Management Management
Management
Management Management |
CHURCH & DWIGHT CO., INC. 171340-102
May 7, 2015 | 1A. ELECTION OF DIRECTOR: T. ROSIE ALBRIGHT 1B. ELECTION OF DIRECTOR: RAVICHANDRA K. SALIGRAM 1C. ELECTION OF DIRECTOR: ROBERT K. SHEARER 2. ADVISORY VOTE TO APPROVE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3. RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. | For For For For
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Management |
TRIMBLE NAVIGATION LIMITED 896239-100
May 7, 2015 | 1. DIRECTOR 1) STEVEN W. BERGLUND 2) MERIT E. JANOW 3) ULF J. JOHANSSON 4) RONALD S. NERSESIAN 5) MARK S. PEEK 6) NICKOLAS W. VANDE STEEG 7) BORJE EKHOLM 8) KAIGHAM (KEN) GABRIEL 2. TO RE-APPROVE THE MATERIAL TERMS OF THE PERFORMANCE GOALS APPLICABLE TO STOCK AWARDS UNDER THE COMPANY'S AMENDED AND RESTATED 2002 STOCK PLAN THAT ARE INTENDED TO QUALIFY AS PERFORMANCE-BASED COMPENSATION UNDER SECTION 162(M) OF THE INTERNAL REVENUE CODE. 3. TO HOLD AN ADVISORY VOTE ON APPROVING THE COMPENSATION FOR OUR NAMED EXECUTIVE OFFICERS. 4. TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE INDEPENDENT AUDITOR OF THE COMPANY FOR THE FISCAL YEAR ENDING JANUARY 1, 2016. | For All
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ABBVIE, INC. 00287Y-109
May 8, 2015 | 1. DIRECTOR 1) ROXANNE S. AUSTIN 2) RICHARD A. GONZALEZ 3) GLENN F. TILTON 2. RATIFICATION OF ERNST & YOUNG LLP AS ABBVIE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3. SAY ON PAY - AN ADVISORY VOTE ON THE APPROVAL OF EXECUTIVE COMPENSATION. | For All
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Management
Management |
SOUTHWEST AIRLINES CO. 844741-108
May 13, 2015 | 1A. ELECTION OF DIRECTOR: DAVID W. BIEGLER 1B. ELECTION OF DIRECTOR: J. VERONICA BIGGINS 1C. ELECTION OF DIRECTOR: DOUGLAS H. BROOKS 1D. ELECTION OF DIRECTOR: WILLIAM H. CUNNINGHAM 1E. ELECTION OF DIRECTOR: JOHN G. DENISON 1F. ELECTION OF DIRECTOR: GARY C. KELLY 1G. ELECTION OF DIRECTOR: NANCY B. LOEFFLER 1H. ELECTION OF DIRECTOR: JOHN T. MONTFORD 1I. ELECTION OF DIRECTOR: THOMAS M. NEALON 1J. ELECTION OF DIRECTOR: DANIEL D. VILLANUEVA 2. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION. 3. APPROVAL OF THE SOUTHWEST AIRLINES CO. AMENDED AND RESTATED 2007 EQUITY INCENTIVE PLAN. 4. RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. | For For For For For For For For For For For
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THERMO FISHER SCIENTIFIC, INC. 883556-102
May 20, 2015 | 1A. ELECTION OF DIRECTOR: MARC N. CASPER 1B. ELECTION OF DIRECTOR: NELSON J. CHAI 1C. ELECTION OF DIRECTOR: C. MARTIN HARRIS 1D. ELECTION OF DIRECTOR: TYLER JACKS 1E. ELECTION OF DIRECTOR: JUDY C. LEWENT 1F. ELECTION OF DIRECTOR: THOMAS J. LYNCH 1G. ELECTION OF DIRECTOR: JIM P. MANZI 1H. ELECTION OF DIRECTOR: WILLIAM G. PARRETT 1I. ELECTION OF DIRECTOR: LARS R. SORENSEN 1J. ELECTION OF DIRECTOR: SCOTT M. SPERLING 1K. ELECTION OF DIRECTOR: ELAINE S. ULLIAN 2. AN ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION 3. RATIFICATION OF THE AUDIT COMMITTEE'S SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR 2015 | For For For For For For For For For For For For
For | For For For For For For For For For For For For
For | Management Management Management Management Management Management Management Management Management Management Management Management
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ON SEMICONDUCTOR CORPORATION 682189-105
May 20, 2015 | 1.1 ELECTION OF DIRECTOR: ATSUSHI ABE 1.2 ELECTION OF DIRECTOR: CURTIS J. CRAWFORD, PH.D. 1.3 ELECTION OF DIRECTOR: PAUL A. MASCARENAS 1.4 ELECTION OF DIRECTOR: DARYL A. OSTRANDER, PH.D. 2. TO VOTE ON AN ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION. 3. TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE CURRENT YEAR. 4. TO APPROVE THE SECOND AMENDMENT TO THE ON SEMICONDUCTOR CORPORATION AMENDED AND RESTATED STOCK INCENTIVE PLAN AND REAPPROVAL OF THE MATERIAL TERMS OF THE PLAN TO CONTINUE TO ALLOW THE COMPENSATION COMMITTEE TO GRANT AWARDS THAT ARE INTENDED TO QUALIFY FOR THE "PERFORMANCE BASED COMPENSATION" .. (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL). 5. TO APPROVE AN AMENDMENT TO THE ON SEMICONDUCTOR CORPORATION 2000 EMPLOYEE STOCK PURCHASE PLAN TO INCREASE THE CUMULATIVE TOTAL NUMBER OF SHARES OF COMMON STOCK ISSUABLE THEREUNDER FROM 18,000,000 TO 23,500,000. | For For For For For
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ACE LIMITED H0023R-105
May 21, 2015 | 1.APPROVAL OF THE ANNUAL REPORT, STANDALONE FINANCIAL STATEMENTS AND CONSOLIDATED FINANCIAL STATEMENTS OF ACE LIMITED FOR THE YEAR ENDED DECEMBER 31, 2014. 2A.ALLOCATION OF DISPOSABLE PROFIT. 2B.DISTRIBUTION OF A DIVIDEND OUT OF LEGAL RESERVES (BY WAY OF RELEASE AND ALLOCATION TO A DIVIDEND RESERVE). 3.DISCHARGE OF THE BOARD OF DIRECTORS. 4A.ELECTION OF PRICEWATERHOUSECOOPERS AG (ZURICH) AS OUR STATUTORY AUDITOR. 4B.RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP (UNITED STATES) AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR PURPOSES OF U.S. SECURITIES LAW REPORTING. 4C.ELECTION OF BDO AG (ZURICH) AS SPECIAL AUDIT FIRM 5A.ELECTION OF DIRECTOR: EVAN G. GREENBERG 5B.ELECTION OF DIRECTOR: ROBERT M. HERNANDEZ 5C.ELECTION OF DIRECTOR: MICHAEL G. ATIEH 5D.ELECTION OF DIRECTOR: MARY A. CIRILLO 5E.ELECTION OF DIRECTOR: MICHAEL P. CONNORS 5F.ELECTION OF DIRECTOR: JOHN EDWARDSON 5G.ELECTION OF DIRECTOR: PETER MENIKOFF 5H.ELECTION OF DIRECTOR: LEO F. MULLIN 5I.ELECTION OF DIRECTOR: KIMBERLY ROSS 5J.ELECTION OF DIRECTOR: ROBERT SCULLY 5K.ELECTION OF DIRECTOR: EUGENE B. SHANKS, JR. 5L.ELECTION OF DIRECTOR: THEODORE E. SHASTA 5M.ELECTION OF DIRECTOR: DAVID SIDWELL 5N.ELECTION OF DIRECTOR: OLIVIER STEIMER 6.ELECTION OF THE CHAIRMAN OF THE BOARD OF DIRECTORS 7A.ELECTION OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTOR: MICHAEL P. CONNORS 7B.ELECTION OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTOR: MARY A. CIRILLO 7C.ELECTION OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTOR: JOHN EDWARDSON 7D.ELECTION OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTOR: ROBERT M. HERNANDEZ 8.ELECTION OF HOMBURGER AG AS INDEPENDENT PROXY 9.AMENDMENTS TO THE ARTICLES OF ASSOCIATION TO IMPLEMENT NEW REQUIREMENTS UNDER THE MINDER ORDINANCE REGARDING ELECTIONS, RELATED CORPORATE GOVERNANCE AND CERTAIN OTHER MATTERS. 10.AMENDMENTS TO THE ARTICLES OF ASSOCIATION TO IMPLEMENT NEW REQUIREMENTS UNDER THE MINDER ORDINANCE REGARDING THE COMPENSATION OF THE BOARD OF DIRECTORS AND EXECUTIVE MANAGEMENT AND RELATED MATTERS. 11A.COMPENSATION OF THE BOARD OF DIRECTORS UNTIL THE NEXT ANNUAL GENERAL MEETING. 11B.COMPENSATION OF EXECUTIVE MANAGEMENT FOR THE NEXT CALENDAR YEAR. 12.ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION UNDER U.S. SECURITIES LAW REQUIREMENTS. 13.IF A NEW AGENDA ITEM OR A NEW PROPOSAL FOR AN EXISTING AGENDA ITEM IS PUT BEFORE THE MEETING, I/WE HEREBY AUTHORIZE AND INSTRUCT THE INDEPENDENT PROXY TO VOTE AS FOLLOWS: MARK "FOR" TO VOTE IN ACCORDANCE WITH THE POSITION OF THE BOARD OF DIRECTORS; MARK "AGAINST" TO VOTE AGAINST NEW ITEMS AND PROPOSALS; MARK "ABSTAIN" TO ABSTAIN. | For
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ROBERT HALF INTERNATIONAL, INC. 770323-103
May 21, 2015 | 1. DIRECTOR 1) ANDREW S. BERWICK, JR. 2) HAROLD M. MESSMER, JR. 3) BARBARA J. NOVOGRADAC 4) ROBERT J. PACE 5) FREDERICK A. RICHMAN 6) M. KEITH WADDELL 2. RATIFICATION OF APPOINTMENT OF AUDITOR. 3. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION. | For All
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ROYAL CARIBBEAN CRUISES, LTD. V7780T-103
May 28, 2015 | 1A. ELECTION OF DIRECTOR: JOHN F. BROCK 1B. ELECTION OF DIRECTOR: RICHARD D. FAIN 1C. ELECTION OF DIRECTOR: ANN S. MOORE 1D. ELECTION OF DIRECTOR: EYAL M. OFER 1E. ELECTION OF DIRECTOR: WILLIAM K. REILLY 1F. ELECTION OF DIRECTOR: VAGN O. SORENSEN 1G. ELECTION OF DIRECTOR: DONALD THOMPSON 1H. ELECTION OF DIRECTOR: ARNE ALEXANDER WILHELMSEN 2. ADVISORY APPROVAL OF THE COMPANY'S COMPENSATION OF ITS NAMED EXECUTIVE OFFICERS. 3. APPROVAL OF DELISTING OF THE COMPANY'S COMMON STOCK FROM THE OSLO STOCK EXCHANGE. 4. RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 5. THE SHAREHOLDER PROPOSAL SET FORTH IN THE ACCOMPANYING PROXY STATEMENT. | For For For For For For For For For
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WALGREENS BOOTS ALLIANCE 931427-108
May 28, 2015 | 1A. ELECTION OF DIRECTOR: JANICE M. BABIAK 1B. ELECTION OF DIRECTOR: DAVID J. BRAILER 1C. ELECTION OF DIRECTOR: STEVEN A. DAVIS 1D. ELECTION OF DIRECTOR: WILLIAM C. FOOTE 1E. ELECTION OF DIRECTOR: GINGER L. GRAHAM 1F. ELECTION OF DIRECTOR: JOHN A. LEDERER 1G. ELECTION OF DIRECTOR: DOMINIC P. MURPHY 1H. ELECTION OF DIRECTOR: STEFANO PESSINA 1I. ELECTION OF DIRECTOR: BARRY ROSENSTEIN 1J. ELECTION OF DIRECTOR: LEONARD D. SCHAEFFER 1K. ELECTION OF DIRECTOR: NANCY M. SCHLICHTING 1L. ELECTION OF DIRECTOR: JAMES A. SKINNER 2. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION. 3. RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS WALGREENS BOOTS ALLIANCE, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 4. STOCKHOLDER PROPOSAL REGARDING AN EXECUTIVE EQUITY RETENTION POLICY. 5. STOCKHOLDER PROPOSAL REGARDING ACCELERATED VESTING OF EQUITY AWARDS OF SENIOR EXECUTIVES UPON A CHANGE IN CONTROL. 6. STOCKHOLDER PROPOSAL REGARDING PROXY ACCESS. 7. STOCKHOLDER PROPOSAL REGARDING LINKING EXECUTIVE PAY TO PERFORMANCE ON SUSTAINABILITY GOALS. | For For For For For For For For For For For For For
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COGNIZANT TECHNOLOGY SOLUTIONS, CORP. 192446-102
June 2, 2015 | 1A. ELECTION OF CLASS II DIRECTOR: MICHAEL PATSALOS-FOX 1B. ELECTION OF CLASS II DIRECTOR: ROBERT E. WEISSMAN 1C. ELECTION OF CLASS III DIRECTOR: FRANCISCO D'SOUZA 1D. ELECTION OF CLASS III DIRECTOR: JOHN N. FOX, JR. 1E. ELECTION OF CLASS III DIRECTOR: LEO S. MACKAY, JR. 1F. ELECTION OF CLASS III DIRECTOR: THOMAS M. WENDEL 2. APPROVAL, ON AN ADVISORY (NONBINDING) BASIS, OF THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 3. RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 4. STOCKHOLDER PROPOSAL REQUESTING THAT THE BOARD OF DIRECTORS TAKE THE STEPS NECESSARY TO PERMIT STOCKHOLDER ACTION BY WRITTEN CONSENT. | For For For For For For For
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GOOGLE, INC. 38259P-508
June 3, 2015 | 1 DIRECTOR 1) LARRY PAGE 2) SERGEY BRIN 3) ERIC E. SCHMIDT 4) L. JOHN DOERR 5) DIANE B. GREENE 6) JOHN L. HENNESSY 7) ANN MATHER 8) ALAN R. MULALLY 9) PAUL S. OTELLINI 10) K. RAM SHRIRAM 11) SHIRLEY M. TILGHMAN 2 THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS GOOGLE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3 THE APPROVAL OF AN AMENDMENT TO GOOGLE'S 2012 STOCK PLAN TO INCREASE THE SHARE RESERVE BY 17,000,000 SHARES OF CLASS C CAPITAL STOCK. 4 A STOCKHOLDER PROPOSAL REGARDING EQUAL SHAREHOLDER VOTING, IF PROPERLY PRESENTED AT THE MEETING. 5 A STOCKHOLDER PROPOSAL REGARDING A LOBBYING REPORT, IF PROPERLY PRESENTED AT THE MEETING. 6 A STOCKHOLDER PROPOSAL REGARDING THE ADOPTION OF A MAJORITY VOTE STANDARD FOR THE ELECTION OF DIRECTORS, IF PROPERLY PRESENTED AT THE MEETING. 7 A STOCKHOLDER PROPOSAL REGARDING A REPORT ON RENEWABLE ENERGY COST, IF PROPERLY PRESENTED AT THE MEETING. 8 A STOCKHOLDER PROPOSAL REGARDING A REPORT ON BUSINESS RISK RELATED TO CLIMATE CHANGE REGULATIONS, IF PROPERLY PRESENTED AT THE MEETING. | For All
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MASTERCARD INCORPORATED 57636Q-104
June 9, 2015 | 1A. ELECTION OF DIRECTOR: RICHARD HAYTHORNTHWAITE 1B. ELECTION OF DIRECTOR: AJAY BANGA 1C. ELECTION OF DIRECTOR: SILVIO BARZI 1D. ELECTION OF DIRECTOR: DAVID R. CARLUCCI 1E. ELECTION OF DIRECTOR: STEVEN J. FREIBERG 1F. ELECTION OF DIRECTOR: JULIUS GENACHOWSKI 1G. ELECTION OF DIRECTOR: MERIT E. JANOW 1H. ELECTION OF DIRECTOR: NANCY J. KARCH 1I. ELECTION OF DIRECTOR: MARC OLIVIE 1J. ELECTION OF DIRECTOR: RIMA QURESHI 1K. ELECTION OF DIRECTOR: JOSE OCTAVIO REYES LAGUNES 1L. ELECTION OF DIRECTOR: JACKSON P. TAI 1M. ELECTION OF DIRECTOR: EDWARD SUNING TIAN 2. ADVISORY APPROVAL OF THE COMPANY'S EXECUTIVE COMPENSATION 3. APPROVAL OF THE AMENDED AND RESTATED SENIOR EXECUTIVE ANNUAL INCENTIVE COMPENSATION PLAN 4. RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR 2015 | For For For For For For For For For For For For For For
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AFFILIATED MANAGERS GROUP, INC. 008252-108
June 15, 2015 | 1A. ELECTION OF DIRECTOR: SAMUEL T. BYRNE 1B. ELECTION OF DIRECTOR: DWIGHT D. CHURCHILL 1C. ELECTION OF DIRECTOR: GLENN EARLE 1D. ELECTION OF DIRECTOR: NIALL FERGUSON 1E. ELECTION OF DIRECTOR: SEAN M. HEALEY 1F. ELECTION OF DIRECTOR: TRACY P. PALANDJIAN 1G. ELECTION OF DIRECTOR: PATRICK T. RYAN 1H. ELECTION OF DIRECTOR: JIDE J. ZEITLIN 2. TO APPROVE, BY A NON-BINDING ADVISORY VOTE, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 3. TO RE-APPROVE THE MATERIAL TERMS OF THE PERFORMANCE MEASURES INCLUDED IN THE COMPANY'S EXECUTIVE INCENTIVE PLAN, AS AMENDED AND RESTATED, FOR PURPOSES OF COMPLYING WITH THE REQUIREMENTS OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. 4. TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE CURRENT FISCAL YEAR. | For For For For For For For For For
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CELGENE CORPORATION 151020-104
June 17, 2015 | 1. DIRECTOR 1) ROBERT J. HUGIN 2) R.W. BARKER, D. PHIL. 3) MICHAEL W. BONNEY 4) MICHAEL D. CASEY 5) CARRIE S. COX 6) MICHAEL A. FRIEDMAN, MD 7) GILLA S. KAPLAN, PH.D. 8) JAMES J. LOUGHLIN 9) ERNEST MARIO, PH.D. 2. RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015. 3. APPROVAL OF AN AMENDMENT AND RESTATEMENT OF THE COMPANY'S 2008 STOCK INCENTIVE PLAN. 4. APPROVAL, BY NON-BINDING VOTE, OF EXECUTIVE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 5. STOCKHOLDER PROPOSAL DESCRIBED IN MORE DETAIL IN THE PROXY STATEMENT. | For All
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DOLLAR TREE, INC. 256746-108
June 18, 2015 | 1A. ELECTION OF DIRECTOR: ARNOLD S. BARRON 1B. ELECTION OF DIRECTOR: MACON F. BROCK, JR. 1C. ELECTION OF DIRECTOR: MARY ANNE CITRINO 1D. ELECTION OF DIRECTOR: H. RAY COMPTON 1E. ELECTION OF DIRECTOR: CONRAD M. HALL 1F. ELECTION OF DIRECTOR: LEMUEL E. LEWIS 1G. ELECTION OF DIRECTOR: J. DOUGLAS PERRY 1H. ELECTION OF DIRECTOR: BOB SASSER 1I. ELECTION OF DIRECTOR: THOMAS A. SAUNDERS III 1J. ELECTION OF DIRECTOR: THOMAS E. WHIDDON 1K. ELECTION OF DIRECTOR: CARL P. ZEITHAML 2. TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS 3. TO RATIFY THE SELECTION OF KPMG AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 4. TO APPROVE THE COMPANY'S 2015 EMPLOYEE STOCK PURCHASE PLAN | For For For For For For For For For For For For
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BE AEROSPACE, INC. 073302-101
September 10, 2014 | 1. DIRECTOR 1) AMIN J. KHOURY 2) JONATHAN M. SCHOFIELD 2. SAY ON PAY - AN ADVISORY VOTE ON THE APPROVAL OF EXECUTIVE COMPENSATION. 3. PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2014 FISCAL YEAR. | For
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WELLPOINT, INC. 94973V-107
November 5, 2014 | 1. TO AMEND THE ARTICLES OF INCORPORATION TO CHANGE THE NAME OF THE COMPANY FROM WELLPOINT, INC. TO ANTHEM, INC. | For | For | Management |
MICROSOFT CORP. 594918-104
December 3, 2014 | 1A. ELECTION OF DIRECTOR: WILLIAM H. GATES III 1B. ELECTION OF DIRECTOR: MARIA M. KLAWE 1C. ELECTION OF DIRECTOR: TERI L. LISTSTOLL 1D. ELECTION OF DIRECTOR: G. MASON MORFIT 1E. ELECTION OF DIRECTOR: SATYA NADELLA 1F. ELECTION OF DIRECTOR: CHARLES H. NOSKI 1G. ELECTION OF DIRECTOR: HELMUT PANKE 1H. ELECTION OF DIRECTOR: CHARLES W. SCHARF 1I. ELECTION OF DIRECTOR: JOHN W. STANTON 1J. ELECTION OF DIRECTOR: JOHN W. THOMPSON 2. ADVISORY VOTE ON EXECUTIVE COMPENSATION 3. RATIFICATION OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT AUDITOR FOR FISCAL YEAR 2015. 4. SHAREHOLDER PROPOSAL - PROXY ACCESS FOR SHAREHOLDERS. | For For For For For For For For For For For For
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JOHNSON CONTROLS, INC. 478366-107
January 28, 2015 | 1. DIRECTOR 1) NATALIE A. BLACK 2) RAYMOND L. CONNER 3) RICHARD GOODMAN 4) WILLIAM H. LACY 5) ALEX A. MOLINAROLI 6) MARK P. VERGNANO 2. RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITORS FOR 2015. 3. APPROVE ON AN ADVISORY BASIS NAMED EXECUTIVE OFFICER COMPENSATION. | For
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AMERISOURCEBERGEN CORP. 03073E-105
March 5, 2015 | 1A. ELECTION OF DIRECTOR: ORNELLA BARRA 1B. ELECTION OF DIRECTOR: STEVEN H. COLLIS 1C. ELECTION OF DIRECTOR: DOUGLAS R. CONANT 1D. ELECTION OF DIRECTOR: RICHARD W. GOCHNAUER 1E. ELECTION OF DIRECTOR: RICHARD C. GOZON 1F. ELECTION OF DIRECTOR: LON R. GREENBERG 1G. ELECTION OF DIRECTOR: JANE E. HENNEY, M.D. 1H. ELECTION OF DIRECTOR: KATHLEEN W. HYLE 1I. ELECTION OF DIRECTOR: MICHAEL J. LONG 1J. ELECTION OF DIRECTOR: HENRY W. MCGEE 2. RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2015. 3. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION. 4. STOCKHOLDER PROPOSAL TO PERMIT STOCKHOLDER ACTION BY WRITTEN CONSENT. | For For For For For For For For For For For
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ACTAVIS PLC G0083B-108
March 10, 2015 | 1. APPROVING THE ISSUANCE OF ORDINARY SHARES PURSUANT TO THE AGREEMENT AND PLAN OF MERGER, DATED NOVEMBER 16, 2014, AMONG ACTAVIS PLC ("ACTAVIS"), AVOCADO ACQUISITION INC. AND ALLERGAN, INC. (THE "ACTAVIS SHARE ISSUANCE PROPOSAL"). 2. APPROVING ANY MOTION TO ADJOURN THE ACTAVIS EXTRAORDINARY GENERAL MEETING (THE "ACTAVIS EGM"), OR ANY ADJOURNMENTS THEREOF, TO ANOTHER TIME OR PLACE IF NECESSARY OR APPROPRIATE TO, AMONG OTHER THINGS, SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES AT THE TIME OF THE ACTAVIS EGM TO APPROVE THE ACTAVIS SHARE ISSUANCE PROPOSAL. | For
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FRANKLIN RESOURCES, INC. 354613-101
March 11, 2015 | 1A. ELECTION OF DIRECTOR: PETER K. BARKER 1B. ELECTION OF DIRECTOR: MARIANN BYERWALTER 1C. ELECTION OF DIRECTOR: CHARLES E. JOHNSON 1D. ELECTION OF DIRECTOR: GREGORY E. JOHNSON 1E. ELECTION OF DIRECTOR: RUPERT H. JOHNSON, JR. 1F. ELECTION OF DIRECTOR: MARK C. PIGOTT 1G. ELECTION OF DIRECTOR: CHUTTA RATNATHICAM 1H. ELECTION OF DIRECTOR: LAURA STEIN 1I. ELECTION OF DIRECTOR: SETH H. WAUGH 1J. ELECTION OF DIRECTOR: GEOFFREY Y. YANG 2. TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2015. 3. TO SUBMIT FOR RE-APPROVAL THE MATERIAL TERMS OF THE PERFORMANCE GOALS INCLUDED IN THE COMPANY'S 2002 UNIVERSAL STOCK INCENTIVE PLAN FOR PURPOSES OF COMPLYING WITH THE REQUIREMENTS OF SECTION 162(M) OF THE INTERNAL REVENUE CODE. | For For For For For For For For For For For
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THE WALT DISNEY COMPANY 254687-106
March 12, 2015 | 1A. ELECTION OF DIRECTOR: SUSAN E. ARNOLD 1B. ELECTION OF DIRECTOR: JOHN S. CHEN 1C. ELECTION OF DIRECTOR: JACK DORSEY 1D. ELECTION OF DIRECTOR: ROBERT A. IGER 1E. ELECTION OF DIRECTOR: FRED H. LANGHAMMER 1F. ELECTION OF DIRECTOR: AYLWIN B. LEWIS 1G. ELECTION OF DIRECTOR: MONICA C. LOZANO 1H. ELECTION OF DIRECTOR: ROBERT W. MATSCHULLAT 1I. ELECTION OF DIRECTOR: SHERYL K. SANDBERG 1J. ELECTION OF DIRECTOR: ORIN C. SMITH 2. TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S REGISTERED PUBLIC ACCOUNTANTS FOR 2015. 3. TO APPROVE THE ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION. 4. TO APPROVE THE SHAREHOLDER PROPOSAL RELATING TO INDEPENDENT BOARD CHAIRMAN. 5. TO APPROVE THE SHAREHOLDER PROPOSAL RELATING TO ACCELERATION OF EXECUTIVE PAY. | For For For For For For For For For For For
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BAKER HUGHES INCORPORATED 057224-107
March 27, 2015 | 1 ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF NOVEMBER 16 , 2014, AS IT MAY BE AMENDED FROM TIME TO TIME (THE "MERGER AGREEMENT"), BY AND AMONG HALLIBURTON COMPANY, RED TIGER LLC AND BAKER HUGHES INCORPORATED. 2 APPROVE THE ADJOURNMENT OF THE BAKER HUGHES INCORPORATED SPECIAL MEETING OF STOCKHOLDERS IF NECESSARY OR ADVISABLE TO PERMIT FURTHER SOLICITATION OF PROXIES IN THE EVENT THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING TO ADOPT THE MERGER AGREEMENT. 3 APPROVE, ON A NON-BINDING, ADVISORY BASIS, THE COMPENSATION THAT WILL OR MAY BECOME PAYABLE TO BAKER HUGHES INCORPORATED'S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER. | For
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APPLIED MATERIALS, INC. 038222-105
April 2, 2015 | 1A. ELECTION OF DIRECTOR: AART J. DE GEUS 1B. ELECTION OF DIRECTOR: GARY E. DICKERSON 1C. ELECTION OF DIRECTOR: STEPHEN R. FORREST 1D. ELECTION OF DIRECTOR: THOMAS J. IANNOTTI 1E. ELECTION OF DIRECTOR: SUSAN M. JAMES 1F. ELECTION OF DIRECTOR: ALEXANDER A. KARSNER 1G. ELECTION OF DIRECTOR: DENNIS D. POWELL 1H. ELECTION OF DIRECTOR: WILLEM P. ROELANDTS 1I. ELECTION OF DIRECTOR: MICHAEL R. SPLINTER 1J. ELECTION OF DIRECTOR: ROBERT H. SWAN 2. TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF APPLIED MATERIALS' NAMED EXECUTIVE OFFICERS. 3. TO RATIFY THE APPOINTMENT OF KPMG LLP AS APPLIED MATERIALS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2015. | For For For For For For For For For For For
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AES CORPORATION 00130H-105
April 23, 2015 | 1A. ELECTION OF DIRECTOR: ANDRES GLUSKI 1B. ELECTION OF DIRECTOR: CHARLES L. HARRINGTON 1C. ELECTION OF DIRECTOR: KRISTINA M. JOHNSON 1D. ELECTION OF DIRECTOR: TARUN KHANNA 1E. ELECTION OF DIRECTOR: HOLLY K. KOEPPEL 1F. ELECTION OF DIRECTOR: PHILIP LADER 1G. ELECTION OF DIRECTOR: JAMES H. MILLER 1H. ELECTION OF DIRECTOR: JOHN B. MORSE, JR. 1I. ELECTION OF DIRECTOR: MOISES NAIM 1J. ELECTION OF DIRECTOR: CHARLES O. ROSSOTTI 2. TO RE-APPROVE THE AES CORPORATION 2003 LONG TERM COMPENSATION PLAN, AS AMENDED AND RESTATED. 3. TO RE-APPROVE THE AES CORPORATION PERFORMANCE INCENTIVE PLAN, AS AMENDED AND RESTATED. 4. TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE INDEPENDENT AUDITORS OF THE COMPANY FOR THE YEAR 2015. 5. TO APPROVE, ON AN ADVISORY BASIS, THE COMPANY'S EXECUTIVE COMPENSATION. 6. TO APPROVE, ON AN ADVISORY BASIS, THE COMPANY'S NONBINDING PROPOSAL TO ALLOW STOCKHOLDERS TO REQUEST SPECIAL MEETINGS OF STOCKHOLDERS. 7. TO APPROVE, ON AN ADVISORY BASIS, THE COMPANY'S NONBINDING PROPOSAL TO PROVIDE PROXY ACCESS FOR STOCKHOLDERNOMINATED DIRECTOR CANDIDATES. 8. IF PROPERLY PRESENTED, TO VOTE ON A NONBINDING STOCKHOLDER PROPOSAL RELATING TO SPECIAL MEETINGS OF STOCKHOLDERS. 9. IF PROPERLY PRESENTED, TO VOTE ON A NONBINDING STOCKHOLDER PROPOSAL RELATING TO PROXY ACCESS. | For For For For For For For For For For For
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AVERY DENNISON CORPORATION 053611-109
April 23, 2015 | 1A. ELECTION OF DIRECTOR: BRADLEY ALFORD 1B. ELECTION OF DIRECTOR: ANTHONY ANDERSON 1C. ELECTION OF DIRECTOR: PETER BARKER 1D. ELECTION OF DIRECTOR: KEN HICKS 1E. ELECTION OF DIRECTOR: DAVID PYOTT 1F. ELECTION OF DIRECTOR: DEAN SCARBOROUGH 1G. ELECTION OF DIRECTOR: PATRICK SIEWERT 1H. ELECTION OF DIRECTOR: JULIA STEWART 1I. ELECTION OF DIRECTOR: MARTHA SULLIVAN 2. APPROVAL, ON AN ADVISORY BASIS, OF OUR EXECUTIVE COMPENSATION. 3. APPROVAL OF OUR AMENDED AND RESTATED BYLAWS TO, AMONG OTHER THINGS, DESIGNATE THE DELAWARE COURT OF CHANCERY AS THE EXCLUSIVE FORUM FOR ADJUDICATING CERTAIN STOCKHOLDER DISPUTES. 4. RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2015 FISCAL YEAR. | For For For For For For For For For For
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AT&T, INC. 00206R-102
April 24, 2015 | 1A. ELECTION OF DIRECTOR: RANDALL L. STEPHENSON 1B. ELECTION OF DIRECTOR: SCOTT T. FORD 1C. ELECTION OF DIRECTOR: GLENN H. HUTCHINS 1D. ELECTION OF DIRECTOR: WILLIAM E. KENNARD 1E. ELECTION OF DIRECTOR: JON C. MADONNA 1F. ELECTION OF DIRECTOR: MICHAEL B. MCCALLISTER 1G. ELECTION OF DIRECTOR: JOHN B. MCCOY 1H. ELECTION OF DIRECTOR: BETH E. MOONEY 1I. ELECTION OF DIRECTOR: JOYCE M. ROCHE 1J. ELECTION OF DIRECTOR: MATTHEW K. ROSE 1K. ELECTION OF DIRECTOR: CYNTHIA B. TAYLOR 1L. ELECTION OF DIRECTOR: LAURA D'ANDREA TYSON 2. RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS. 3. ADVISORY APPROVAL OF EXECUTIVE COMPENSATION. 4. POLITICAL SPENDING REPORT. 5. LOBBYING REPORT. 6. SPECIAL MEETINGS. | For For For For For For For For For For For For For For Against Against Against | For For For For For For For For For For For For For For Against Against Against | Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management |
CHUBB CORPORATION 171232-101
April 28, 2015 | 1A) ELECTION OF DIRECTOR: ZOE BAIRD BUDINGER 1B) ELECTION OF DIRECTOR: SHEILA P. BURKE 1C) ELECTION OF DIRECTOR: JAMES I. CASH, JR. 1D) ELECTION OF DIRECTOR: JOHN D. FINNEGAN 1E) ELECTION OF DIRECTOR: TIMOTHY P. FLYNN 1F) ELECTION OF DIRECTOR: KAREN M. HOGUET 1G) ELECTION OF DIRECTOR: LAWRENCE W. KELLNER 1H) ELECTION OF DIRECTOR: MARTIN G. MCGUINN 1I) ELECTION OF DIRECTOR: LAWRENCE M. SMALL 1J) ELECTION OF DIRECTOR: JESS SODERBERG 1K) ELECTION OF DIRECTOR: DANIEL E. SOMERS 1L) ELECTION OF DIRECTOR: WILLIAM C. WELDON 1M) ELECTION OF DIRECTOR: JAMES M. ZIMMERMAN 1N) ELECTION OF DIRECTOR: ALFRED W.ZOLLAR 2. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITOR. 3. ADVISORY VOTE ON THE COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS. 4. SHAREHOLDER PROPOSAL REGARDING THE PREPARATION OF AN ANNUAL SUSTAINABILITY REPORT. | For For For For For For For For For For For For For For For
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PNC FINANCIAL SERVICES GROUP, INC. 693475-105
April 28, 2015 | 1A. ELECTION OF DIRECTOR: CHARLES E. BUNCH 1B. ELECTION OF DIRECTOR: PAUL W. CHELLGREN 1C. ELECTION OF DIRECTOR: MARJORIE RODGERS CHESHIRE 1D. ELECTION OF DIRECTOR: WILLIAM S. DEMCHAK 1E. ELECTION OF DIRECTOR: ANDREW T. FELDSTEIN 1F. ELECTION OF DIRECTOR: KAY COLES JAMES 1G. ELECTION OF DIRECTOR: RICHARD B. KELSON 1H. ELECTION OF DIRECTOR: ANTHONY A. MASSARO 1I. ELECTION OF DIRECTOR: JANE G. PEPPER 1J. ELECTION OF DIRECTOR: DONALD J. SHEPARD 1K. ELECTION OF DIRECTOR: LORENE K. STEFFES 1L. ELECTION OF DIRECTOR: DENNIS F. STRIGL 1M. ELECTION OF DIRECTOR: THOMAS J. USHER 2. RATIFICATION OF THE AUDIT COMMITTEE'S SELECTION OF PRICEWATERHOUSECOOPERS LLP AS PNC'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION. | For For For For For For For For For For For For For For
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METLIFE, INC. 59156R-108
April 28, 2015 | 1A. ELECTION OF DIRECTOR: CHERYL W. GRISE 1B. ELECTION OF DIRECTOR: CARLOS M. GUTIERREZ 1C. ELECTION OF DIRECTOR: R. GLENN HUBBARD 1D. ELECTION OF DIRECTOR: STEVEN A. KANDARIAN 1E. ELECTION OF DIRECTOR: ALFRED F. KELLY, JR. 1F. ELECTION OF DIRECTOR: EDWARD J. KELLY, III 1G. ELECTION OF DIRECTOR: WILLIAM E. KENNARD 1H. ELECTION OF DIRECTOR: JAMES M. KILTS 1I. ELECTION OF DIRECTOR: CATHERINE R. KINNEY 1J. ELECTION OF DIRECTOR: DENISE M. MORRISON 1K. ELECTION OF DIRECTOR: KENTON J. SICCHITANO 1L. ELECTION OF DIRECTOR: LULU C. WANG 2A. AMEND THE CERTIFICATE OF INCORPORATION TO CHANGE EACH SUPERMAJORITY COMMON SHAREHOLDER VOTE REQUIREMENT FOR AMENDMENTS TO THE CERTIFICATE OF INCORPORATION TO A MAJORITY VOTE REQUIREMENT. 2B. AMEND THE CERTIFICATE OF INCORPORATION TO CHANGE THE SUPERMAJORITY VOTE REQUIREMENT FOR SHAREHOLDERS TO AMEND THE BY-LAWS TO A MAJORITY VOTE REQUIREMENT. 3. RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR 2015. 4. ADVISORY VOTE TO APPROVE THE COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS. | For For For For For For For For For For For For For
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DISCOVER FINANCIAL SERVICES 254709-108
April 29, 2015 | 1A. ELECTION OF DIRECTOR: JEFFREY S. ARONIN 1B. ELECTION OF DIRECTOR: MARY K. BUSH 1C. ELECTION OF DIRECTOR: GREGORY C. CASE 1D. ELECTION OF DIRECTOR: CANDACE H. DUNCAN 1E. ELECTION OF DIRECTOR: CYNTHIA A. GLASSMAN 1F. ELECTION OF DIRECTOR: RICHARD H. LENNY 1G. ELECTION OF DIRECTOR: THOMAS G. MAHERAS 1H. ELECTION OF DIRECTOR: MICHAEL H. MOSKOW 1I. ELECTION OF DIRECTOR: DAVID W. NELMS 1J. ELECTION OF DIRECTOR: MARK A. THIERER 1K. ELECTION OF DIRECTOR: LAWRENCE A. WEINBACH 2. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION. 3. TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. | For For For For For For For For For For For For
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BORGWARNER, INC. 099724-106
April 29, 2015 | 1A. ELECTION OF DIRECTOR: ALEXIS P. MICHAS 1B. ELECTION OF DIRECTOR: RICHARD O. SCHAUM 1C. ELECTION OF DIRECTOR: THOMAS T. STALLKAMP 2. APPROVAL OF THE AMENDED, RESTATED AND RENAMED BORGWARNER INC. EXECUTIVE INCENTIVE PLAN. 3. TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR 2015. 4. ADVISORY APPROVAL OF THE COMPANY'S EXECUTIVE COMPENSATION AS DISCLOSED IN THE PROXY STATEMENT. 5. AMENDMENT OF THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION TO REPLACE SUPERMAJORITY VOTING WITH SIMPLE MAJORITY REQUIREMENTS. 6. AMENDMENT OF THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION TO ALLOW CERTAIN STOCKHOLDERS TO REQUEST SPECIAL MEETINGS OF STOCKHOLDERS. 7. ADVISORY APPROVAL OF STOCKHOLDER PROPOSAL TO ALLOW CERTAIN STOCKHOLDERS TO REQUEST SPECIAL MEETINGS OF STOCKHOLDERS. | For For For For
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VALERO ENERGY CORPORATION 91913Y-100
April 30, 2015 | 1A. ELECTION OF DIRECTOR: JERRY D. CHOATE 1B. ELECTION OF DIRECTOR: JOSEPH W. GORDER 1C. ELECTION OF DIRECTOR: DEBORAH P. MAJORAS 1D. ELECTION OF DIRECTOR: DONALD L. NICKLES 1E. ELECTION OF DIRECTOR: PHILIP J. PFEIFFER 1F. ELECTION OF DIRECTOR: ROBERT A. PROFUSEK 1G. ELECTION OF DIRECTOR: SUSAN KAUFMAN PURCELL 1H. ELECTION OF DIRECTOR: STEPHEN M. WATERS 1I. ELECTION OF DIRECTOR: RANDALL J. WEISENBURGER 1J. ELECTION OF DIRECTOR: RAYFORD WILKINS, JR. 2. RATIFY THE APPOINTMENT OF KPMG LLP AS VALERO ENERGY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3. APPROVE, BY NON-BINDING VOTE, THE 2014 COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 4. VOTE ON A STOCKHOLDER PROPOSAL ENTITLED, "GREENHOUSE GAS EMISSIONS." | For For For For For For For For For For For
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OCCIDENTAL PETROLEUM CORPORATION 674599-105
May 1, 2015 | 1A. ELECTION OF DIRECTOR: SPENCER ABRAHAM 1B. ELECTION OF DIRECTOR: HOWARD I. ATKINS 1C. ELECTION OF DIRECTOR: EUGENE L. BATCHELDER 1D. ELECTION OF DIRECTOR: STEPHEN I. CHAZEN 1E. ELECTION OF DIRECTOR: JOHN E. FEICK 1F. ELECTION OF DIRECTOR: MARGARET M. FORAN 1G. ELECTION OF DIRECTOR: CARLOS M. GUTIERREZ 1H. ELECTION OF DIRECTOR: WILLIAM R. KLESSE 1I. ELECTION OF DIRECTOR: AVEDICK B. POLADIAN 1J. ELECTION OF DIRECTOR: ELISSE B. WALTER 2. ADVISORY VOTE APPROVING EXECUTIVE COMPENSATION 3. APPROVAL OF THE OCCIDENTAL PETROLEUM CORPORATION 2015 LONG-TERM INCENTIVE PLAN 4. RATIFICATION OF INDEPENDENT AUDITORS 5. RECOVERY OF UNEARNED MANAGEMENT BONUSES 6. PROXY ACCESS 7. METHANE EMISSIONS AND FLARING 8. REVIEW LOBBYING AT FEDERAL, STATE, LOCAL LEVELS | For For For For For For For For For For For For
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PENTAIR PLC G7S00T-104
May 5, 2015 | 1A. ELECTION OF DIRECTOR: GLYNIS A. BRYAN 1B. ELECTION OF DIRECTOR: JERRY W. BURRIS 1C. ELECTION OF DIRECTOR: CAROL ANTHONY (JOHN) DAVIDSON 1D. ELECTION OF DIRECTOR: JACQUES ESCULIER 1E. ELECTION OF DIRECTOR: T. MICHAEL GLENN 1F. ELECTION OF DIRECTOR: DAVID H.Y. HO 1G. ELECTION OF DIRECTOR: RANDALL J. HOGAN 1H. ELECTION OF DIRECTOR: DAVID A. JONES 1I. ELECTION OF DIRECTOR: RONALD L. MERRIMAN 1J. ELECTION OF DIRECTOR: WILLIAM T. MONAHAN 1K. ELECTION OF DIRECTOR: BILLIE IDA WILLIAMSON 2. TO APPROVE, BY NON-BINDING ADVISORY VOTE, THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. 3. TO RATIFY, BY NON-BINDING ADVISORY VOTE, THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE INDEPENDENT AUDITORS OF PENTAIR PLC AND TO AUTHORIZE, BY BINDING VOTE, THE AUDIT AND FINANCE COMMITTEE OF THE BOARD OF DIRECTORS TO SET THE AUDITORS' REMUNERATION. 4. TO AUTHORIZE HOLDING THE 2016 ANNUAL GENERAL MEETING OF SHAREHOLDERS OF PENTAIR PLC AT A LOCATION OUTSIDE OF IRELAND. 5. TO AUTHORIZE THE PRICE RANGE AT WHICH PENTAIR PLC CAN REISSUE SHARES IT HOLDS AS TREASURY SHARES UNDER IRISH LAW (SPECIAL RESOLUTION). | For For For For For For For For For For For For
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PEPSICO, INC. 713448-108
May 6, 2015 | 1A. ELECTION OF DIRECTOR: SHONA L. BROWN 1B. ELECTION OF DIRECTOR: GEORGE W. BUCKLEY 1C. ELECTION OF DIRECTOR: IAN M. COOK 1D. ELECTION OF DIRECTOR: DINA DUBLON 1E. ELECTION OF DIRECTOR: RONA A. FAIRHEAD 1F. ELECTION OF DIRECTOR: RICHARD W. FISHER 1G. ELECTION OF DIRECTOR: ALBERTO IBARGUEN 1H. ELECTION OF DIRECTOR: WILLIAM R. JOHNSON 1I. ELECTION OF DIRECTOR: INDRA K. NOOYI 1J. ELECTION OF DIRECTOR: DAVID C. PAGE 1K. ELECTION OF DIRECTOR: ROBERT C. POHLAD 1L. ELECTION OF DIRECTOR: LLOYD G. TROTTER 1M. ELECTION OF DIRECTOR: DANIEL VASELLA 1N. ELECTION OF DIRECTOR: ALBERTO WEISSER 2. RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR FISCAL YEAR 2015. 3. ADVISORY APPROVAL OF THE COMPANY'S EXECUTIVE COMPENSATION. 4. ESTABLISH BOARD COMMITTEE ON SUSTAINABILITY. 5. POLICY REGARDING LIMIT ON ACCELERATED VESTING OF EQUITY AWARDS. 6. REPORT ON MINIMIZING IMPACTS OF NEONICS. | For For For For For For For For For For For For For For For
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CVS HEALTH CORPORATION 126650-100
May 7, 2015 | 1A. ELECTION OF DIRECTOR: RICHARD M. BRACKEN 1B. ELECTION OF DIRECTOR: C. DAVID BROWN II 1C. ELECTION OF DIRECTOR: ALECIA A. DECOUDREAUX 1D. ELECTION OF DIRECTOR: NANCY-ANN M. DEPARLE 1E. ELECTION OF DIRECTOR: DAVID W. DORMAN 1F. ELECTION OF DIRECTOR: ANNE M. FINUCANE 1G. ELECTION OF DIRECTOR: LARRY J. MERLO 1H. ELECTION OF DIRECTOR: JEAN-PIERRE MILLON 1I. ELECTION OF DIRECTOR: RICHARD J. SWIFT 1J. ELECTION OF DIRECTOR: WILLIAM C. WELDON 1K. ELECTION OF DIRECTOR: TONY L. WHITE 2. PROPOSAL TO RATIFY INDEPENDENT PUBLIC ACCOUNTING FIRM FOR 2015. 3. SAY ON PAY - AN ADVISORY VOTE ON THE APPROVAL OF EXECUTIVE COMPENSATION. 4. PROPOSAL TO APPROVE PERFORMANCE CRITERIA IN THE COMPANY'S 2010 INCENTIVE COMPENSATION PLAN. 5. STOCKHOLDER PROPOSAL REGARDING CONGRUENCY OF CORPORATE VALUES AND POLITICAL CONTRIBUTIONS. | For For For For For For For For For For For For
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COLGATE-PALMOLIVE COMPANY 194162-103
May 8, 2015 | 1A. ELECTION OF DIRECTOR: JOHN P. BILBREY 1B. ELECTION OF DIRECTOR: JOHN T. CAHILL 1C. ELECTION OF DIRECTOR: IAN COOK 1D. ELECTION OF DIRECTOR: HELENE D. GAYLE 1E. ELECTION OF DIRECTOR: ELLEN M. HANCOCK 1F. ELECTION OF DIRECTOR: RICHARD J. KOGAN 1G. ELECTION OF DIRECTOR: DELANO E. LEWIS 1H. ELECTION OF DIRECTOR: MICHAEL B. POLK 1I. ELECTION OF DIRECTOR: J. PEDRO REINHARD 1J. ELECTION OF DIRECTOR: STEPHEN I. SADOVE 2. RATIFY SELECTION OF PRICEWATERHOUSECOOPERS LLP AS COLGATE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3. ADVISORY VOTE ON EXECUTIVE COMPENSATION. | For For For For For For For For For For For
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ANTHEM, INC. 036752-103
May 13, 2015 | 1A. ELECTION OF DIRECTOR: JULIE A. HILL 1B. ELECTION OF DIRECTOR: RAMIRO G. PERU 1C. ELECTION OF DIRECTOR: JOHN H. SHORT 2. TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2015. 3. ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 4. IF PROPERLY PRESENTED AT THE MEETING, TO VOTE ON A SHAREHOLDER PROPOSAL TO ELECT EACH DIRECTOR ANNUALLY. 5. IF PROPERLY PRESENTED AT THE MEETING, TO VOTE ON A SHAREHOLDER PROPOSAL TO AMEND THE BY-LAWS OF ANTHEM, INC. TO ALLOW PROXY ACCESS BY SHAREHOLDERS. | For For For For
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NATIONAL OILWELL VARCO, INC 637071-101
May 13, 2015 | 1A ELECTION OF DIRECTOR: CLAY C. WILLIAMS 1B ELECTION OF DIRECTOR: GREG L. ARMSTRONG 1C ELECTION OF DIRECTOR: ROBERT E. BEAUCHAMP 1D ELECTION OF DIRECTOR: MARCELA E. DONADIO 1E ELECTION OF DIRECTOR: BEN A. GUILL 1F ELECTION OF DIRECTOR: DAVID D. HARRISON 1G ELECTION OF DIRECTOR: ROGER L. JARVIS 1H ELECTION OF DIRECTOR: ERIC L. MATTSON 1I ELECTION OF DIRECTOR: JEFFERY A. SMISEK 2. RATIFICATION OF INDEPENDENT AUDITORS. 3. APPROVE, BY NON-BINDING VOTE, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. | For For For For For For For For For For For | For For For For For For For For For For For | Management Management Management Management Management Management Management Management Management Management Management |
BAKER HUGHES INCORPORATED 057224-107
May 14, 2015 | 1A ELECTION OF DIRECTOR: LARRY D. BRADY 1B ELECTION OF DIRECTOR: GREGORY D. BRENNEMAN 1C ELECTION OF DIRECTOR: CLARENCE P. CAZALOT, JR 1D ELECTION OF DIRECTOR: MARTIN S. CRAIGHEAD 1E ELECTION OF DIRECTOR: WILLIAM H. EASTER, III 1F ELECTION OF DIRECTOR: LYNN L. ELSENHANS 1G ELECTION OF DIRECTOR: ANTHONY G. FERNANDES 1H ELECTION OF DIRECTOR: CLAIRE W. GARGALLI 1I ELECTION OF DIRECTOR: PIERRE H. JUNGELS 1J ELECTION OF DIRECTOR: JAMES A. LASH 1K ELECTION OF DIRECTOR: J. LARRY NICHOLS 1L ELECTION OF DIRECTOR: JAMES W. STEWART 1M ELECTION OF DIRECTOR: CHARLES L. WATSON 2 AN ADVISORY VOTE RELATED TO THE COMPANY'S EXECUTIVE COMPENSATION PROGRAM. 3 THE RATIFICATION OF DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR. | For For For For For For For For For For For For For For
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NUCOR CORPORATION 670346-105
May 14, 2015 | 1. DIRECTOR 1) JOHN J. FERRIOLA 2) HARVEY B. GANTT 3) GREGORY J. HAYES 4) VICTORIA F. HAYNES, PHD 5) BERNARD L. KASRIEL 6) CHRISTOPHER J. KEARNEY 7) RAYMOND J. MILCHOVICH 8) JOHN H. WALKER 2. RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS NUCOR'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2015. 3. STOCKHOLDER PROPOSAL REGARDING NUCOR'S LOBBYING AND CORPORATE SPENDING ON POLITICAL CONTRIBUTIONS. | For All
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JPMORGAN CHASE & CO. 46625H-100
May 19, 2015 | 1A. ELECTION OF DIRECTOR: LINDA B. BAMMANN 1B. ELECTION OF DIRECTOR: JAMES A. BELL 1C. ELECTION OF DIRECTOR: CRANDALL C. BOWLES 1D. ELECTION OF DIRECTOR: STEPHEN B. BURKE 1E. ELECTION OF DIRECTOR: JAMES S. CROWN 1F. ELECTION OF DIRECTOR: JAMES DIMON 1G. ELECTION OF DIRECTOR: TIMOTHY P. FLYNN 1H. ELECTION OF DIRECTOR: LABAN P. JACKSON, JR. 1I. ELECTION OF DIRECTOR: MICHAEL A. NEAL 1J. ELECTION OF DIRECTOR: LEE R. RAYMOND 1K. ELECTION OF DIRECTOR: WILLIAM C. WELDON 2. ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION. 3. RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 4. APPROVAL OF AMENDMENT TO LONGTERM INCENTIVE PLAN 5. INDEPENDENT BOARD CHAIRMAN - REQUIRE AN INDEPENDENT CHAIR. 6. LOBBYING - REPORT ON POLICIES, PROCEDURES AND EXPENDITURES. 7. SPECIAL SHAREOWNER MEETINGS - REDUCE OWNERSHIP THRESHOLD FROM 20% TO 10%. 8. HOW VOTES ARE COUNTED - COUNT VOTES USING ONLY FOR AND AGAINST. 9. ACCELERATED VESTING PROVISIONS - REPORT NAMES OF SENIOR EXECUTIVES AND VALUE OF EQUITY AWARDS THAT WOULD VEST IF THEY RESIGN TO ENTER GOVERNMENT SERVICE. 10. CLAWBACK DISCLOSURE POLICY - DISCLOSE WHETHER THE FIRM RECOUPED ANY INCENTIVE COMPENSATION FROM SENIOR EXECUTIVES. | For For For For For For For For For For For For
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SKYWORKS SOLUTIONS, INC. 83088M-102
May 19, 2015 | 1.1 ELECTION OF DIRECTOR: DAVID J. ALDRICH 1.2 ELECTION OF DIRECTOR: KEVIN L. BEEBE 1.3 ELECTION OF DIRECTOR: TIMOTHY R. FUREY 1.4 ELECTION OF DIRECTOR: BALAKRISHNAN S. IYER 1.5 ELECTION OF DIRECTOR: CHRISTINE KING 1.6 ELECTION OF DIRECTOR: DAVID P. MCGLADE 1.7 ELECTION OF DIRECTOR: DAVID J. MCLACHLAN 1.8 ELECTION OF DIRECTOR: ROBERT A. SCHRIESHEIM 2. TO RATIFY THE SELECTION BY THE COMPANY'S AUDIT COMMITTEE OF ... (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL) 3. TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS, AS DESCRIBED IN THE COMPANY'S PROXY STATEMENT. 4. TO APPROVE THE COMPANY'S 2015 LONG-TERM INCENTIVE PLAN. 5. TO APPROVE A STOCKHOLDER PROPOSAL REGARDING SUPERMAJORITY VOTING PROVISIONS. | For For For For For For For For For
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AMPHENOL CORPORATION 032095-101
May 20, 2015 | 1.1 ELECTION OF DIRECTOR: RONALD P. BADIE 1.2 ELECTION OF DIRECTOR: STANLEY L. CLARK 1.3 ELECTION OF DIRECTOR: DAVID P. FALCK 1.4 ELECTION OF DIRECTOR: EDWARD G. JEPSEN 1.5 ELECTION OF DIRECTOR: RANDALL D. LEDFORD 1.6 ELECTION OF DIRECTOR: ANDREW E. LIETZ 1.7 ELECTION OF DIRECTOR: MARTIN H. LOEFFLER 1.8 ELECTION OF DIRECTOR: JOHN R. LORD 1.9 ELECTION OF DIRECTOR: R. ADAM NORWITT 2. RATIFICATION OF DELOITTE & TOUCHE LLP AS INDEPENDENT ACCOUNTANTS OF THE COMPANY. 3. ADVISORY VOTE TO APPROVE COMPENSATION OF NAMED EXECUTIVE OFFICERS. 4. TO APPROVE AN INCREASE IN THE NUMBER OF AUTHORIZED SHARES. | For For For For For For For For For For
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MOHAWK INDUSTRIES, INC. 608190-104
May 21, 2015 | 1. DIRECTOR 1) MR. BRUCKMANN 2) MR. DE COCK 3) MR. ONORATO 2. THE RATIFICATION OF THE SELECTION OF KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION, AS DISCLOSED IN THE COMPANY'S PROXY STATEMENT FOR THE 2015 ANNUAL MEETING OF STOCKHOLDERS. | For
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QUANTA SERVICES, INC. 74762E-102
May 21, 2015 | 1A. ELECTION OF DIRECTOR: JAMES R. BALL 1B. ELECTION OF DIRECTOR: J. MICHAL CONAWAY 1C. ELECTION OF DIRECTOR: VINCENT D. FOSTER 1D. ELECTION OF DIRECTOR: BERNARD FRIED 1E. ELECTION OF DIRECTOR: LOUIS C. GOLM 1F. ELECTION OF DIRECTOR: WORTHING F. JACKMAN 1G. ELECTION OF DIRECTOR: JAMES F. O'NEIL III 1H. ELECTION OF DIRECTOR: BRUCE RANCK 1I. ELECTION OF DIRECTOR: MARGARET B. SHANNON 1J. ELECTION OF DIRECTOR: PAT WOOD, III 2. TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 3. TO APPROVE, BY NON-BINDING ADVISORY VOTE, QUANTA'S EXECUTIVE COMPENSATION | For For For For For For For For For For For
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ACTAVIS, PLC G0083B-108
June 5, 2015 | 1A. ELECTION OF DIRECTOR: PAUL M. BISARO 1B. ELECTION OF DIRECTOR: NESLI BASGOZ, M.D. 1C. ELECTION OF DIRECTOR: JAMES H. BLOEM 1D. ELECTION OF DIRECTOR: CHRISTOPHER W. BODINE 1E. ELECTION OF DIRECTOR: CHRISTOPHER J. COUGHLIN 1F. ELECTION OF DIRECTOR: MICHAEL R. GALLAGHER 1G. ELECTION OF DIRECTOR: CATHERINE M. KLEMA 1H. ELECTION OF DIRECTOR: PETER J. MCDONNELL, M.D. 1I. ELECTION OF DIRECTOR: PATRICK J. O'SULLIVAN 1J. ELECTION OF DIRECTOR: BRENTON L. SAUNDERS 1K. ELECTION OF DIRECTOR: RONALD R. TAYLOR 1L. ELECTION OF DIRECTOR: FRED G. WEISS 2. TO APPROVE, IN A NON-BINDING VOTE, NAMED EXECUTIVE OFFICER COMPENSATION. 3. TO RATIFY, IN A NON-BINDING VOTE, THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015 AND TO AUTHORIZE, IN A BINDING VOTE, THE BOARD OF DIRECTORS, ACTING THROUGH THE AUDIT AND COMPLIANCE COMMITTEE, TO DETERMINE PRICEWATERHOUSECOOPERS LLP'S REMUNERATION. 4. TO PASS A SPECIAL RESOLUTION TO APPROVE, SUBJECT TO THE APPROVAL OF THE REGISTRAR OF COMPANIES IN IRELAND, THE CHANGE IN NAME OF THE COMPANY FROM ACTAVIS PLC TO ALLERGAN PLC. 5. TO APPROVE THE AMENDED AND RESTATED 2013 INCENTIVE AWARD PLAN OF ACTAVIS PLC. 6. TO VOTE ON A SHAREHOLDER PROPOSAL REQUESTING THE COMPANY TO ISSUE A SUSTAINABILITY REPORT. 7. TO VOTE ON A SHAREHOLDER PROPOSAL REQUESTING THE COMPANY TO ADOPT SUCH SHAREHOLDER'S POLICY REGARDING EXECUTIVE STOCK RETENTION. | For For For For For For For For For For For For For
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SANDISK CORPORATION 80004C-101
June 18, 2015 | 1A. ELECTION OF DIRECTOR: MICHAEL E. MARKS 1B. ELECTION OF DIRECTOR: IRWIN FEDERMAN 1C. ELECTION OF DIRECTOR: STEVEN J. GOMO 1D. ELECTION OF DIRECTOR: EDDY W. HARTENSTEIN 1E. ELECTION OF DIRECTOR: DR. CHENMING HU 1F. ELECTION OF DIRECTOR: CATHERINE P. LEGO 1G. ELECTION OF DIRECTOR: SANJAY MEHROTRA 1H. ELECTION OF DIRECTOR: D. SCOTT MERCER 2. TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JANUARY 3, 2016. 3. TO PASS AN ADVISORY RESOLUTION TO APPROVE THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. | For For For For For For For For For
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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.
* /s/Daniel A. Morris
*Print the name and title of each signing officer under his or her signature.
