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 22, 2015 | 1. DIRECTOR 1) JERRY FOWDEN 2) BARRY A. FROMBERG 3) ROBERT L. HANSON 4) ERNESTO M. HERNANDEZ 5) JAMES A. LOCKE III 6) RICHARD SANDS 7) ROBERT SANDS 8) JUDY A. SCHMELING 9) KEITH E. WANDELL 2. PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING FEBRUARY 29, 2016. 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
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For | For All
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For | Management
Management
Management |
MICHAEL KORS HOLDINGS LIMITED G60754-101
July 30, 2015 | 1A. ELECTION OF DIRECTOR: M. WILLIAM BENEDETTO 1B. ELECTION OF DIRECTOR: STEPHEN REITMAN 1C. ELECTION OF DIRECTOR: JEAN TOMLIN 2. TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING APRIL 2, 2016. 3. TO APPROVE, ON A NON-BINDING ADVISORY BASIS, EXECUTIVE COMPENSATION. 4. TO APPROVE THE MICHAEL KORS HOLDINGS LIMITED AMENDED AND RESTATED OMNIBUS INCENTIVE PLAN. | For For For For
For
For | For For For For
For
For | Management Management Management Management
Management
Management |
PRECISION CASTPARTS CORP. 740189-105
August 11, 2015 | 1A. ELECTION OF DIRECTOR: PETER B. DELANEY 1B. ELECTION OF DIRECTOR: MARK DONEGAN 1C. ELECTION OF DIRECTOR: DON R. GRABER 1D. ELECTION OF DIRECTOR: LESTER L. LYLES 1E. ELECTION OF DIRECTOR: VERNON E. OECHSLE 1F. ELECTION OF DIRECTOR: JAMES F. PALMER 1G. ELECTION OF DIRECTOR: ULRICH SCHMIDT 1H. ELECTION OF DIRECTOR: RICHARD L. WAMBOLD 1I. ELECTION OF DIRECTOR: TIMOTHY A. WICKS 1J. ELECTION OF DIRECTOR: JANET C. WOLFENBARGER 2. RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 3. ADVISORY VOTE REGARDING COMPENSATION OF NAMED EXECUTIVE OFFICERS. 4. SHAREHOLDER PROPOSAL REGARDING PROXY ACCESS. | 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
Shareholder |
XILINX, INC. 983919-101
August 12, 2015 | 1.1 ELECTION OF DIRECTOR: PHILIP T. GIANOS 1.2 ELECTION OF DIRECTOR: MOSHE N. GAVRIELOV 1.3 ELECTION OF DIRECTOR: WILLIAM G. HOWARD, JR. 1.4 ELECTION OF DIRECTOR: J. MICHAEL PATTERSON 1.5 ELECTION OF DIRECTOR: ALBERT A. PIMENTEL 1.6 ELECTION OF DIRECTOR: MARSHALL C. TURNER 1.7 ELECTION OF DIRECTOR: ELIZABETH W. VANDERSLICE 2. PROPOSAL TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS 3. PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY'S EXTERNAL AUDITORS FOR FISCAL 2016 | 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 |
ACE LIMITED H0023R-105
October 22, 2015 | 1. AMENDMENT OF ACE'S ARTICLES OF ASSOCIATION RELATING TO AUTHORIZED SHARE CAPITAL FOR GENERAL PURPOSES 2. AMENDMENT OF ACE'S ARTICLES OF ASSOCIATION TO CHANGE ACE ...(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL). 3. APPROVAL OF ISSUANCE OF NEW SHARES OF ACE FOR PURPOSES OF THE MERGER WITH CHUBB 4A. ELECTION OF ADDITIONAL MEMBER OF ACE BOARD OF DIRECTORS (SUBJECT TO COMPLETION OF THE MERGER WITH CHUBB): SHEILA P. BURKE 4B. ELECTION OF ADDITIONAL MEMBER OF ACE BOARD OF DIRECTORS (SUBJECT TO COMPLETION OF THE MERGER WITH CHUBB): JAMES I. CASH, JR. 4C. ELECTION OF ADDITIONAL MEMBER OF ACE BOARD OF DIRECTORS (SUBJECT TO COMPLETION OF THE MERGER WITH CHUBB): LAWRENCE W. KELLNER 4D. ELECTION OF ADDITIONAL MEMBER OF ACE BOARD OF DIRECTORS (SUBJECT TO COMPLETION OF THE MERGER WITH CHUBB): JAMES M. ZIMMERMAN 5. APPROVAL OF THE INCREASED MAXIMUM COMPENSATION OF THE BOARD OF DIRECTORS UNTIL THE NEXT ANNUAL GENERAL MEETING (SUBJECT TO COMPLETION OF THE MERGER WITH CHUBB) 6. 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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None | For
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For | Management
Management
Management
Management
Management
Management
Management
Management
Management |
ORACLE CORPORATION 68389X-105
November 18, 2015 | 1. DIRECTOR JEFFREY S. BERG H. RAYMOND BINGHAM MICHAEL J. BOSKIN SAFRA A. CATZ BRUCE R. CHIZEN GEORGE H. CONRADES LAWRENCE J. ELLISON HECTOR GARCIA-MOLINA JEFFREY O. HENLEY MARK V. HURD LEON E. PANETTA NAOMI O. SELIGMAN 2. RE-APPROVAL OF THE ORACLE CORPORATION EXECUTIVE BONUS PLAN. 3. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION. 4. RATIFICATION OF THE SELECTION OFERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2016. 5. STOCKHOLDER PROPOSAL REGARDING RENEWABLE ENERGY TARGETS. 6. STOCKHOLDER PROPOSAL REGARDING PROXY ACCESS. 7. STOCKHOLDER PROPOSAL REGARDING QUANTIFIABLE PERFORMANCE METRICS. 8. STOCKHOLDER PROPOSAL REGARDING AMENDMENT OF THE GOVERNANCE GUIDELINES. 9. STOCKHOLDER PROPOSAL REGARDING VOTE TABULATION. 10. STOCKHOLDER PROPOSAL REGARDING LOBBYING REPORT. | For All
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Against Against | Management
Management
Management Management
Shareholder
Shareholder Shareholder
Shareholder
Shareholder Shareholder |
PRECISION CASTPARTS CORP. 740189-105
November 19, 2015 | 1. APPROVE THE AGREEMENT AND PLAN OF MERGER, DATED AS OF AUGUST 8, 2015, BY AND AMONG BERKSHIRE HATHAWAY INC., NW MERGER SUB INC., AND PRECISION CASTPARTS CORP. 2. APPROVE ON A NON-BINDING, ADVISORY BASIS THE COMPENSATION THAT MAY BE PAID OR BECOME PAYABLE TO THE COMPANY'S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH, OR FOLLOWING, THE CONSUMMATION OF THE MERGER. | For
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For | Management
Management |
MICROSOFT CORPORATION 594918-104
December 2, 2015 | 1A. ELECTION OF DIRECTOR: WILLIAM H. GATES III 1B. ELECTION OF DIRECTOR: TERI L. LISTSTOLL 1C. ELECTION OF DIRECTOR: G. MASON MORFIT 1D. ELECTION OF DIRECTOR: SATYA NADELLA 1E. ELECTION OF DIRECTOR: CHARLES H. NOSKI 1F. ELECTION OF DIRECTOR: HELMUT PANKE 1G. ELECTION OF DIRECTOR: SANDRA E. PETERSON 1H. ELECTION OF DIRECTOR: CHARLES W. SCHARF 1I. ELECTION OF DIRECTOR: JOHN W. STANTON 1J. ELECTION OF DIRECTOR: JOHN W. THOMPSON 1K. ELECTION OF DIRECTOR: PADMASREE WARRIOR 2. ADVISORY VOTE ON EXECUTIVE COMPENSATION 3. RATIFICATION OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT AUDITOR FOR FISCAL YEAR 2016 | 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 |
HARMAN INTERNATIONAL INDUSTRIES, INC. 413086-109
December 9, 2015 | 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: ROBERT NAIL 1F. ELECTION OF DIRECTOR: DINESH C. PALIWAL 1G. ELECTION OF DIRECTOR: ABRAHAM N. REICHENTAL 1H. ELECTION OF DIRECTOR: KENNETH M. REISS 1I. ELECTION OF DIRECTOR: HELLENE S. RUNTAGH 1J. ELECTION OF DIRECTOR: FRANK S. SKLARSKY 1K. ELECTION OF DIRECTOR: GARY G. STEEL 2. RATIFY THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2016. 3. APPROVE THE AMENDMENT TO THE 2012 STOCK OPTION AND INCENTIVE PLAN, AS AMENDED. 4. APPROVE, BY NON-BINDING VOTE, EXECUTIVE COMPENSATION. | For For For For For For For For For For For For
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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 |
WALGREENS BOOTS ALLIANCE 931427-108
January 27, 2016 | 1A. ELECTION OF DIRECTOR: JANICE M. BABIAK 1B. ELECTION OF DIRECTOR: DAVID J. BRAILER 1C. ELECTION OF DIRECTOR: WILLIAM C. FOOTE 1D. ELECTION OF DIRECTOR: GINGER L. GRAHAM 1E. ELECTION OF DIRECTOR: JOHN A. LEDERER 1F. ELECTION OF DIRECTOR: DOMINIC P. MURPHY 1G. ELECTION OF DIRECTOR: STEFANO PESSINA 1H. ELECTION OF DIRECTOR: BARRY ROSENSTEIN 1I. ELECTION OF DIRECTOR: LEONARD D. SCHAEFFER 1J. ELECTION OF DIRECTOR: NANCY M. SCHLICHTING 1K. ELECTION OF DIRECTOR: JAMES A. SKINNER 2. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION. 3. RATIFY DELOITTE & TOUCHE LLP AS WALGREENS BOOTS ALLIANCE, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. | 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 |
APPLE, INC. 037833-100
February 26, 2016 | 1A. ELECTION OF DIRECTOR: JAMES BELL 1B. ELECTION OF DIRECTOR: TIM COOK 1C. ELECTION OF DIRECTOR: AL GORE 1D. ELECTION OF DIRECTOR: BOB IGER 1E. ELECTION OF DIRECTOR: ANDREA JUNG 1F. ELECTION OF DIRECTOR: ART LEVINSON 1G. ELECTION OF DIRECTOR: RON SUGAR 1H. ELECTION OF DIRECTOR: SUE WAGNER 2. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS APPLE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2016 3. AN ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION 4. APPROVAL OF THE AMENDED AND RESTATED APPLE INC. 2014 EMPLOYEE STOCK PLAN 5. A SHAREHOLDER PROPOSAL ENTITLED "NET-ZERO GREENHOUSE GAS EMISSIONS BY 2030" 6. A SHAREHOLDER PROPOSAL REGARDING DIVERSITY AMONG OUR SENIOR MANAGEMENT AND BOARD OF DIRECTORS 7. A SHAREHOLDER PROPOSAL ENTITLED "HUMAN RIGHTS REVIEW - HIGH RISK REGIONS" 8. A SHAREHOLDER PROPOSAL ENTITLED "SHAREHOLDER PROXY ACCESS" | For For For For For For For For For
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For
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Against
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Against | Management Management Management Management Management Management Management Management Management
Management
Management
Shareholder
Shareholder
Shareholder
Shareholder |
F5 NETWORKS, INC. 315616-102
March 10, 2016 | 1A. ELECTION OF DIRECTOR: A. GARY AMES 1B. ELECTION OF DIRECTOR: SANDRA E. BERGERON 1C. ELECTION OF DIRECTOR: DEBORAH L. BEVIER 1D. ELECTION OF DIRECTOR: JONATHAN C. CHADWICK 1E. ELECTION OF DIRECTOR: MICHAEL L. DREYER 1F. ELECTION OF DIRECTOR: ALAN J. HIGGINSON 1G. ELECTION OF DIRECTOR: PETER S. KLEIN 1H. ELECTION OF DIRECTOR: JOHN MC ADAM 1I. ELECTION OF DIRECTOR: STEPHEN M. SMITH 2. ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 3. RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2016. | For For For For For For For For For For
For | For For For For For For For For For Against
For | Management Management Management Management Management Management Management Management Management Shareholder
Management |
SCHLUMBERGER LIMITED 806857-108
April 6, 2016 | 1A. ELECTION OF DIRECTOR: PETER L.S. CURRIE 1B. ELECTION OF DIRECTOR: V. MAUREEN KEMPSTON DARKES 1C. ELECTION OF DIRECTOR: PAAL KIBSGAARD 1D. ELECTION OF DIRECTOR: NIKOLAY KUDRYAVTSEV 1E. ELECTION OF DIRECTOR: MICHAEL E. MARKS 1F. ELECTION OF DIRECTOR: INDRA K. NOOYI 1G. ELECTION OF DIRECTOR: LUBNA S. OLAYAN 1H. ELECTION OF DIRECTOR: LEO RAFAEL REIF 1I. ELECTION OF DIRECTOR: TORE I. SANDVOLD 1J. ELECTION OF DIRECTOR: HENRI SEYDOUX 2. TO APPROVE, ON AN ADVISORY BASIS, THE COMPANY'S EXECUTIVE COMPENSATION. 3. TO APPROVE THE COMPANY'S 2015 FINANCIAL STATEMENTS AND THE BOARD'S 2015 DECLARATIONS OF DIVIDENDS. 4. TO APPROVE THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2016. 5. TO APPROVE AMENDMENTS TO THE COMPANY'S ARTICLES OF INCORPORATION TO ALLOW THE BOARD TO FIX THE AUTHORIZED NUMBER OF DIRECTORS AT A MEETING SUBJECT TO STOCKHOLDER APPROVAL AND TO REFLECT CHANGES TO THE CURACAO CIVIL CODE. 6. TO APPROVE A RESOLUTION TO FIX THE NUMBER OF DIRECTORS CONSTITUTING THE BOARD OF DIRECTORS AT NOT MORE THAN 12, SUBJECT TO APPROVAL OF ITEM 5. 7. TO APPROVE OUR AMENDED AND RESTATED FRENCH SUB-PLAN FOR PURPOSES OF QUALIFICATION UNDER FRENCH LAW, TO PROVIDE RECIPIENTS OF EQUITY GRANTS THEREUNDER WITH PREFERENTIAL TAX TREATMENT UNDER FRENCH LAW. | For For For For For For For For For For For
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WHIRLPOOL CORPORATION 963320-106
April 19, 2016 | 1A. ELECTION OF DIRECTOR: SAMUEL R. ALLEN 1B. ELECTION OF DIRECTOR: MARC R. BITZER 1C. ELECTION OF DIRECTOR: GARY T. DICAMILLO 1D. ELECTION OF DIRECTOR: DIANE M. DIETZ 1E. ELECTION OF DIRECTOR: GERRI T. ELLIOTT 1F. ELECTION OF DIRECTOR: JEFF M. FETTIG 1G. ELECTION OF DIRECTOR: MICHAEL F. JOHNSTON 1H. ELECTION OF DIRECTOR: JOHN D. LIU 1I. ELECTION OF DIRECTOR: HARISH MANWANI 1J. ELECTION OF DIRECTOR: WILLIAM D. PEREZ 1K. ELECTION OF DIRECTOR: MICHAEL D. WHITE 2. ADVISORY VOTE TO APPROVE WHIRLPOOL'S EXECUTIVE COMPENSATION. 3. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS WHIRLPOOL'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2016. | 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 |
SHERWIN-WILLIAMS COMPANY 824348-106
April 20, 2016 | 1A. ELECTION OF DIRECTOR: A.F. ANTON 1B. ELECTION OF DIRECTOR: C.M. CONNOR 1C. ELECTION OF DIRECTOR: D.F. HODNIK 1D. ELECTION OF DIRECTOR: T.G. KADIEN 1E. ELECTION OF DIRECTOR: R.J. KRAMER 1F. ELECTION OF DIRECTOR: S.J. KROPF 1G. ELECTION OF DIRECTOR: J.G. MORIKIS 1H. ELECTION OF DIRECTOR: C.A. POON 1I. ELECTION OF DIRECTOR: J.M. STROPKI 1J. ELECTION OF DIRECTOR: M. THORNTON III 1K. ELECTION OF DIRECTOR: S.H. WUNNING 2. ADVISORY APPROVAL OF COMPENSATION OF THE NAMED EXECUTIVES. 3. APPROVAL OF THE 2006 STOCK PLAN FOR NONEMPLOYEE DIRECTORS (AMENDED AND RESTATED AS OF APRIL 20, 2016). 4. RATIFICATION OF ERNST & YOUNG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2016. | For For For For For For For For For For For For
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For | Management Management Management Management Management Management Management Management Management Management Management Management
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LKQ CORPORATION 501889-208
May 2, 2016 | 1A. ELECTION OF DIRECTOR: SUKHPAL SINGH AHLUWALIA 1B. ELECTION OF DIRECTOR: A. CLINTON ALLEN 1C. ELECTION OF DIRECTOR: ROBERT M. HANSER 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. 3. RE-APPROVAL OF OUR MANAGEMENT INCENTIVE PLAN TO MAINTAIN ...(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL). 4. RE-APPROVAL OF, AND APPROVAL OF AN AMENDMENT TO, OUR LONG TERM INCENTIVE PLAN TO MAINTAIN QUALIFICATION OF PAYOUTS UNDER THE PLAN AS TAX-DEDUCTIBLE PERFORMANCE-BASED COMPENSATION. 5. APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. | For For For For For For For For For For For
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TRIMBLE NAVIGATION LIMITED 896239-100
May 2, 2016 | 1. DIRECTOR STEVEN W. BERGLUND MERIT E. JANOW ULF J. JOHANSSON MEAGHAN LLOYD RONALD S. NERSESIAN MARK S. PEEK NICKOLAS W. VANDE STEEG BORJE EKHOLM KAIGHAM (KEN) GABRIEL 2. TO HOLD AN ADVISORY VOTE ON APPROVING THE COMPENSATION FOR OUR NAMED EXECUTIVE OFFICERS. 3. TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE INDEPENDENT AUDITOR OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 30, 2016. 4. TO APPROVE THE REINCORPORATION OF THE COMPANY FROM CALIFORNIA TO DELAWARE. | For All
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EXPRESS SCRIPTS HOLDING COMPANY 30219G-108
May 4, 2016 | 1A. ELECTION OF DIRECTOR: MAURA C. BREEN 1B. ELECTION OF DIRECTOR: WILLIAM J. DELANEY 1C. ELECTION OF DIRECTOR: ELDER GRANGER, MD, MG, USA (RETIRED) 1D. ELECTION OF DIRECTOR: NICHOLAS J. LAHOWCHIC 1E. ELECTION OF DIRECTOR: THOMAS P. MAC MAHON 1F. ELECTION OF DIRECTOR: FRANK MERGENTHALER 1G. ELECTION OF DIRECTOR: WOODROW A. MYERS, JR., MD 1H. ELECTION OF DIRECTOR: RODERICK A. PALMORE 1I. ELECTION OF DIRECTOR: GEORGE PAZ 1J. ELECTION OF DIRECTOR: WILLIAM L. ROPER, MD, MPH 1K. ELECTION OF DIRECTOR: SEYMOUR STERNBERG 1L. ELECTION OF DIRECTOR: TIMOTHY WENTWORTH 2. TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2016. 3. TO APPROVE, BY NON-BINDING VOTE, EXECUTIVE COMPENSATION. 4. TO APPROVE AND RATIFY THE EXPRESS SCRIPTS HOLDING COMPANY 2016 LONGTERM INCENTIVE PLAN. 5. STOCKHOLDER PROPOSAL REGARDING AN INDEPENDENT BOARD CHAIRMAN. 6. STOCKHOLDER PROPOSAL REGARDING POLITICAL ACTIVITIES DISCLOSURE. | For For For For For For For For For For For For For
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CHURCH & DWIGHT CO., INC. 171340-102
May 5, 2016 | 1A. ELECTION OF DIRECTOR: MATTHEW T. FARRELL 1B. ELECTION OF DIRECTOR: BRADLEY C. IRWIN 1C. ELECTION OF DIRECTOR: PENRY W. PRICE 1D. ELECTION OF DIRECTOR: ARTHUR B. WINKLEBLACK 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 2016. | For For For For For
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ABBVIE, INC. 00287Y-109
May 6, 2016 | 1. DIRECTOR WILLIAM H.L. BURNSIDE BRETT J. HART EDWARD J. RAPP 2. RATIFICATION OF ERNST & YOUNG LLP AS ABBVIE'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2016 3. SAY ON PAY - AN ADVISORY VOTE ON THE APPROVAL OF EXECUTIVE COMPENSATION 4. APPROVAL OF A MANAGEMENT PROPOSAL REGARDING THE ANNUAL ELECTION OF DIRECTORS 5. APPROVAL OF THE MATERIAL TERMS OF PERFORMANCE GOALS UNDER THE ABBVIE PERFORMANCE INCENTIVE PLAN 6. STOCKHOLDER PROPOSAL - DRUG DISPOSAL REPORT 7. STOCKHOLDER PROPOSAL - LOBBYING REPORT | For All
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GILEAD SCIENCES, INC. 375558-103
May 11, 2016 | 1A. ELECTION OF DIRECTOR: JOHN F. COGAN, PH.D. 1B. ELECTION OF DIRECTOR: KEVIN E. LOFTON 1C. ELECTION OF DIRECTOR: JOHN W. MADIGAN 1D. ELECTION OF DIRECTOR: JOHN C. MARTIN, PH.D. 1E. ELECTION OF DIRECTOR: JOHN F. MILLIGAN, PH.D. 1F. ELECTION OF DIRECTOR: NICHOLAS G. MOORE 1G. ELECTION OF DIRECTOR: RICHARD J. WHITLEY, M.D. 1H. ELECTION OF DIRECTOR: GAYLE E. WILSON 1I. ELECTION OF DIRECTOR: PER WOLD-OLSEN 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, 2016. 3. TO APPROVE THE AMENDED AND RESTATED GILEAD SCIENCES, INC. CODE SECTION 162(M) BONUS 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. | For For For For For For For For For For
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ROBERT HALF INTERNATIONAL, INC. 770323-103
May 16, 2016 | 1. DIRECTOR ANDREW S. BERWICK, JR. HAROLD M. MESSMER, JR. MARC H. MORIAL BARBARA J. NOVOGRADAC ROBERT J. PACE FREDERICK A. RICHMAN M. KEITH WADDELL 2. RATIFICATION OF APPOINTMENT OF AUDITOR. 3. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION. | For All
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ON SEMICONDUCTOR CORPORATION 682189-105
May 18, 2016 | 1.1 ELECTION OF CLASS II DIRECTOR: ALAN CAMPBELL 1.2 ELECTION OF CLASS II DIRECTOR: GILLES DELFASSY 1.3 ELECTION OF CLASS II DIRECTOR: EMMANUEL T. HERNANDEZ 1.4 ELECTION OF CLASS II DIRECTOR: J. DANIEL MCCRANIE 1.5 ELECTION OF CLASS II DIRECTOR: TERESA M. RESSEL 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. | For For For For For For
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SOUTHWEST AIRLINES CO. 844741-108
May 18, 2016 | 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: THOMAS W. GILLIGAN 1G. ELECTION OF DIRECTOR: GARY C. KELLY 1H. ELECTION OF DIRECTOR: GRACE D. LIEBLEIN 1I. ELECTION OF DIRECTOR: NANCY B. LOEFFLER 1J. ELECTION OF DIRECTOR: JOHN T. MONTFORD 1K. ELECTION OF DIRECTOR: RON RICKS 2. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION. 3. RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2016. 4. ADVISORY VOTE ON SHAREHOLDER PROPOSAL TO ADOPT A SHAREHOLDER PROXY ACCESS BYLAW. | For For For For For For For For For For For For
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THERMO FISHER SCIENTIFIC, INC. 883556-102
May 18, 2016 | 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: SCOTT M. SPERLING 1J. 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 2016. | For For For For For For For For For For For
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ROYAL CARIBBEAN CRUISES, LTD. V7780T-103
May 20, 2016 | 1A. ELECTION OF DIRECTOR: JOHN F. BROCK 1B. ELECTION OF DIRECTOR: RICHARD D. FAIN 1C. ELECTION OF DIRECTOR: WILLIAM L. KIMSEY 1D. ELECTION OF DIRECTOR: MARITZA G. MONTIEL 1E. ELECTION OF DIRECTOR: ANN S. MOORE 1F. ELECTION OF DIRECTOR: EYAL M. OFER 1G. ELECTION OF DIRECTOR: THOMAS J. PRITZKER 1H. ELECTION OF DIRECTOR: WILLIAM K. REILLY 1I. ELECTION OF DIRECTOR: BERNT REITAN 1J. ELECTION OF DIRECTOR: VAGN O. SORENSEN 1K. ELECTION OF DIRECTOR: DONALD THOMPSON 1.L. ELECTION OF DIRECTOR: ARNE ALEXANDER WILHELMSEN 2. ADVISORY APPROVAL OF THE COMPANY'S COMPENSATION OF ITS NAMED EXECUTIVE OFFICERS. 3. APPROVAL OF THE AMENDED AND RESTATED 2008 EQUITY INCENTIVE PLAN. 4. RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2016. 5. THE SHAREHOLDER PROPOSAL REGARDING PROXY ACCESS SET FORTH IN THE ACCOMPANYING PROXY STATEMENT. | For For For For For For For For For For For For For
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ALPHABET, INC. 38259P508
June 8, 2016 | 1. DIRECTOR LARRY PAGE SERGEY BRIN ERIC E. SCHMIDT L. JOHN DOERR DIANE B. GREENE JOHN L. HENNESSY ANN MATHER ALAN R. MULALLY PAUL S. OTELLIINI K. RAM SHRIRAM SHIRLEY M. TILGHMAN 2. THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS ALPHABET'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2016. 3. THE APPROVAL OF AMENDMENTS TO ALPHABET'S 2012 STOCK PLAN TO ...(DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL). 4. THE APPROVAL OF AN AMENDMENT TO THE FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GOOGLE INC., ALPHABET'S WHOLLY OWNED SUBSIDIARY, TO REMOVE A PROVISION THAT REQUIRES THE VOTE OF THE STOCKHOLDERS OF ALPHABET, IN ADDITION TO THE VOTE OF ALPHABET (AS SOLE STOCKHOLDER), IN ORDER FOR GOOGLE TO TAKE CERTAIN ACTIONS. 5. A STOCKHOLDER PROPOSAL REGARDING EQUAL SHAREHOLDER VOTING, IF PROPERLY PRESENTED AT THE MEETING. 6. A STOCKHOLDER PROPOSAL REGARDING A LOBBYING REPORT, IF PROPERLY PRESENTED AT THE MEETING. 7. A STOCKHOLDER PROPOSAL REGARDING A POLITICAL CONTRIBUTIONS REPORT, IF PROPERLY PRESENTED AT THE MEETING. 8. A STOCKHOLDER PROPOSAL REGARDING THE ADOPTION OF A MAJORITY VOTE STANDARD FOR THE ELECTION OF DIRECTORS, IF PROPERLY PRESENTED AT THE MEETING. 9. A STOCKHOLDER PROPOSAL REGARDING AN INDEPENDENT CHAIRMAN OF THE BOARD POLICY, IF PROPERLY PRESENTED AT THE MEETING. 10. A STOCKHOLDER PROPOSAL REGARDING A REPORT ON GENDER PAY, IF PROPERLY PRESENTED AT THE MEETING. | For All
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AFFILIATED MANAGERS GROUP, INC. 008252-108
June 14, 2016 | 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 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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COGNIZANT TECHNOLOGY SOLUTIONS, CORP. 192446-102
June 15, 2016 | 1A. ELECTION OF DIRECTOR: ZEIN ABDALLA 1B. ELECTION OF DIRECTOR: MAUREEN BREAKIRON-EVANS 1C. ELECTION OF DIRECTOR: JONATHAN CHADWICK 1D. ELECTION OF DIRECTOR: FRANCISCO D'SOUZA 1E. ELECTION OF DIRECTOR: JOHN N. FOX 1F. ELECTION OF DIRECTOR: JOHN E. KLEIN 1G. ELECTION OF DIRECTOR: LEO S. MACKAY, JR. 1H. ELECTION OF DIRECTOR: LAKSHMI NARAYANAN 1I. ELECTION OF DIRECTOR: MICHAEL PATSALOS-FOX 1J. ELECTION OF DIRECTOR: ROBERT E. WEISSMAN 1K. ELECTION OF 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 THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2016. 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 For For For For For
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CELGENE CORPORATION 151020-104
June 15, 2016 | 1. DIRECTOR ROBERT J. HUGIN MARK J. ALLES RICHARD W. BARKER D. PHIL MICHAEL W. BONNEY MICHAEL D. CASEY CARRIE S. COX JACQUALYN A. FOUSE, PHD MICHAEL A. FRIEDMAN, MD JULIA A. HALLER, M.D. GILLA S. KAPLAN, PH.D. JAMES J. LOUGHLIN 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, 2016. 3. APPROVAL OF AN AMENDMENT TO THE COMPANY'S 2008 STOCK INCENTIVE PLAN. 4. APPROVAL, BY NON-BINDING VOTE, OF EXECUTIVE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS. 5. RATIFICATION OF AN AMENDMENT TO THE COMPANY'S BY-LAWS. 6. STOCKHOLDER PROPOSAL TO REQUEST A BY-LAW PROVISION GRANTING STOCKHOLDERS THE RIGHT TO CALL SPECIAL MEETINGS, DESCRIBED IN MORE DETAIL IN THE PROXY STATEMENT. 7. STOCKHOLDER PROPOSAL TO REQUEST A PROXY ACCESS BY-LAW PROVISION, DESCRIBED IN MORE DETAIL IN THE PROXY STATEMENT. | For All
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DOLLAR TREE, INC. 256746-108
June 16, 2016 | 1A. ELECTION OF DIRECTOR: ARNOLD S. BARRON 1B. ELECTION OF DIRECTOR: GREGORY M. BRIDGEFORD 1C. ELECTION OF DIRECTOR: MACON F. BROCK, JR. 1D. ELECTION OF DIRECTOR: MARY ANNE CITRINO 1E. ELECTION OF DIRECTOR: H. RAY COMPTON 1F. ELECTION OF DIRECTOR: CONRAD M. HALL 1G. ELECTION OF DIRECTOR: LEMUEL E. LEWIS 1H. ELECTION OF DIRECTOR: BOB SASSER 1I. ELECTION OF DIRECTOR: THOMAS A. SAUNDERS III 1J. ELECTION OF DIRECTOR: THOMAS E. WHIDDONG 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 LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 4. TO APPROVE THE MATERIAL TERMS OF THE PERFORMANCE GOALS UNDER THE OMNIBUS INCENTIVE PLAN | For For For For For For For For For For For For
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TIME WARNER, INC. 887317-303
June 17, 2016 | 1A. ELECTION OF DIRECTOR: JAMES L. BARKSDALE 1B. ELECTION OF DIRECTOR: WILLIAM P. BARR 1C. ELECTION OF DIRECTOR: JEFFREY L. BEWKES 1D. ELECTION OF DIRECTOR: STEPHEN F. BOLLENBACH 1E. ELECTION OF DIRECTOR: ROBERT C. CLARK 1F. ELECTION OF DIRECTOR: MATHIAS DOPFNER 1G. ELECTION OF DIRECTOR: JESSICA P. EINHORN 1H. ELECTION OF DIRECTOR: CARLOS M. GUTIERREZ 1I. ELECTION OF DIRECTOR: FRED HASSAN 1J. ELECTION OF DIRECTOR: PAUL D. WACHTER 1K. ELECTION OF DIRECTOR: DEBORAH C. WRIGHT 2. RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITOR. 3. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION. | 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 |
MASTERCARD INCORPORATED 57636Q-104
June 28, 2016 | 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: OKI MATSUMOTO 1J. ELECTION OF DIRECTOR: RIMA QURESHI 1K. ELECTION OF DIRECTOR: JOSE OCTAVIO REYES LAGUNES 1L. ELECTION OF DIRECTOR: JACKSON TAI 2. ADVISORY APPROVAL OF MASTERCARD'S EXECUTIVE COMPENSATION 3. RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR MASTERCARD FOR 2016 | For For For For For For For For For For For For For
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Company Information | Proposal | Mgmt Rec. | Vote Cast | Sponsor |
BE AEROSPACE, INC. 073302-101
July 30, 2015 | 1. DIRECTOR 1) RICHARD G. HAMERMESH 2) DAVID J. ANDERSON 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 2015 FISCAL YEAR. 4.PROPOSAL TO AMEND THE B/E AEROSPACE, INC. AMENDED AND RESTATED NON-EMPLOYEE DIRECTORS STOCK AND DEFERRED COMPENSATION PLAN. | For
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FEDEX CORPORATION 31428X-106
September 28, 2015 | 1A. ELECTION OF DIRECTOR: JAMES L. BARKSDALE 1B. ELECTION OF DIRECTOR: JOHN A. EDWARDSON 1C. ELECTION OF DIRECTOR: MARVIN R. ELLISON 1D. ELECTION OF DIRECTOR: KIMBERLY A. JABAL 1E. ELECTION OF DIRECTOR: SHIRLEY ANN JACKSON 1F. ELECTION OF DIRECTOR: GARY W. LOVEMAN 1G. ELECTION OF DIRECTOR: R. BRAD MARTIN 1H. ELECTION OF DIRECTOR: JOSHUA COOPER RAMO 1I. ELECTION OF DIRECTOR: SUSAN C. SCHWAB 1J. ELECTION OF DIRECTOR: FREDERICK W. SMITH 1K. ELECTION OF DIRECTOR: DAVID P. STEINER 1L. ELECTION OF DIRECTOR: PAUL S. WALSH 2. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION. 3. RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. 4. STOCKHOLDER PROPOSAL REGARDING INDEPENDENT BOARD CHAIRMAN. 5. STOCKHOLDER PROPOSAL REGARDING TAX PAYMENTS ON RESTRICTED STOCK AWARDS. 6.STOCKHOLDER PROPOSAL REGARDING RECOVERY OF UNEARNED MANAGEMENT BONUSES. 7.STOCKHOLDER PROPOSAL REGARDING PROXY ACCESS FOR SHAREHOLDERS. 8. STOCKHOLDER PROPOSAL REGARDING POLITICAL DISCLOSURE AND ACCOUNTABILITY. 9. STOCKHOLDER PROPOSAL REGARDING POLITICAL LOBBYING AND CONTRIBUTIONS. 10.STOCKHOLDER PROPOSAL REGARDING ALIGNMENT BETWEEN CORPORATE VALUES AND POLITICAL CONTRIBUTIONS. | For For For For For For For For For For For For For
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CHUBB CORPORATION 171232-101
October 22, 2015 | 1.A PROPOSAL TO APPROVE THE AGREEMENT AND PLAN OF MERGER (AS IT MAY BE AMENDED FROM TIME TO TIME, THE "MERGER AGREEMENT") BY AND AMONG ACE LIMITED, WILLIAM INVESTMENT HOLDINGS CORPORATION AND THE CHUBB CORPORATION ("CHUBB"). 2. A PROPOSAL TO APPROVE, BY ADVISORY (NON-BINDING) VOTE, CERTAIN COMPENSATION ARRANGEMENTS FOR CHUBB'S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER. 3. A PROPOSAL TO APPROVE ONE OR MORE ADJOURNMENTS OF THE CHUBB SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES TO APPROVE THE MERGER AGREEMENT AT THE TIME OF THE CHUBB SPECIAL MEETING. | For
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MICROSOFT CORPORATION 594918-104
December 2, 2015 | 1A. ELECTION OF DIRECTOR: WILLIAM H. GATES III 1B. ELECTION OF DIRECTOR: TERI L. LISTSTOLL 1C. ELECTION OF DIRECTOR: G. MASON MORFIT 1D. ELECTION OF DIRECTOR: SATYA NADELLA 1E. ELECTION OF DIRECTOR: CHARLES H. NOSKI 1F. ELECTION OF DIRECTOR: HELMUT PANKE 1G. ELECTION OF DIRECTOR: SANDRA E. PETERSON 1H. ELECTION OF DIRECTOR: CHARLES W. SCHARF 1I. ELECTION OF DIRECTOR: JOHN W. STANTON 1J. ELECTION OF DIRECTOR: JOHN W. THOMPSON 1K. ELECTION OF DIRECTOR: PADMASREE WARRIOR 2. ADVISORY VOTE ON EXECUTIVE COMPENSATION 3. RATIFICATION OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT AUDITOR FOR FISCAL YEAR 2016 | 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 |
ANTHEM, INC. 036752-103
December 3, 2015 | 1. TO APPROVE THE ISSUANCE OF ANTHEM, INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE ("ANTHEM COMMON STOCK"), TO CIGNA CORPORATION SHAREHOLDERS IN THE MERGER BETWEEN ANTHEM MERGER SUB CORP., A DELAWARE CORPORATION AND WHOLLY OWNED SUBSIDIARY OF ANTHEM, INC., AND CIGNA CORPORATION PURSUANT TO THE AGREEMENT AND PLAN OF MERGER, DATED AS OF JULY 23, 2015, AMONG ANTHEM, ANTHEM MERGER SUB CORP. AND CIGNA CORPORATION, AS IT MAY BE AMENDED FROM TIME TO TIME (THE "MERGER AGREEMENT"). 2. TO APPROVE THE ADJOURNMENT OF THE ANTHEM SPECIAL MEETING IF NECESSARY OR APPROPRIATE TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES TO APPROVE THE ISSUANCE OF ANTHEM COMMON STOCK PURSUANT TO THE MERGER AGREEMENT. | For
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JOHNSON CONTROLS, INC. 478366-107
January 27, 2016 | 1. DIRECTOR DAVID P. ABNEY NATALIE A. BLACK JULIE L. BUSHMAN RAYMOND L. CONNER RICHARD GOODMAN JEFFREY A. JOERRES WILLIAM H. LACY ALEX A. MOLINAROLI J.P.DEL VALLE PEROCHENA MARK P. VERGNANO 2. TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2016. 3. TO APPROVE ON AN ADVISORY BASIS OUR NAMED EXECUTIVE OFFICER COMPENSATION. 4. CONSIDERATION OF A SHAREHOLDER PROPOSAL REGARDING PROXY ACCESS, IF PROPERLY PRESENTED. | For All
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FRANKLIN RESOURCES, INC. 354613-101
February 17, 2016 | 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, 2016. 3. A STOCKHOLDER PROPOSAL, IF PROPERLY PRESENTED AT THE ANNUAL MEETING. | For For For For For For For For For For For
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THE WALT DISNEY COMPANY 254687-106
March 3, 2016 | 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: MARIA ELENA LAGOMASINO 1F. ELECTION OF DIRECTOR: FRED H. LANGHAMMER 1G. ELECTION OF DIRECTOR: AYLWIN B. LEWIS 1H. ELECTION OF DIRECTOR: ROBERT W. MATSCHULLAT 1I. ELECTION OF DIRECTOR: MARK G. PARKER 1J. ELECTION OF DIRECTOR: SHERYL K. SANDBERG 1K. ELECTION OF DIRECTOR: ORIN C. SMITH 2. TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S REGISTERED PUBLIC ACCOUNTANTS FOR 2016. 3. TO APPROVE THE ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION. 4. TO APPROVE THE AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION. 5. TO APPROVE THE SHAREHOLDER PROPOSAL RELATING TO SIMPLE MAJORITY VOTE. 6. TO APPROVE THE SHAREHOLDER PROPOSAL RELATING TO LOBBYING DISCLOSURE. | For For For For For For For For For For For For
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AMERISOURCEBERGEN CORPORATION 03073E-105
March 3, 2016 | 1A. ELECTION OF DIRECTOR: ORNELLA BARRA 1B. ELECTION OF DIRECTOR: STEVEN H. COLLIS 1C. ELECTION OF DIRECTOR: DOUGLAS R. CONANT 1D. ELECTION OF DIRECTOR: D. MARK DURCAN 1E. ELECTION OF DIRECTOR: RICHARD W. GOCHNAUER 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 2016. 3. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION. 4. APPROVAL OF A STOCKHOLDER PROPOSAL REGARDING PROXY ACCESS. | For For For For For For For For For For For
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APPLIED MATERIALS, INC. 038222-105
March 10, 2016 | 1A. ELECTION OF DIRECTOR: WILLEM P. ROELANDTS 1B. ELECTION OF DIRECTOR: XUM (ERIC) CHEN 1C. ELECTION OF DIRECTOR: AART J. DE GEUS 1D. ELECTION OF DIRECTOR: GARY E. DICKERSON 1E. ELECTION OF DIRECTOR: STEPHEN R. FORREST 1F. ELECTION OF DIRECTOR: THOMAS J. IANNOTTI 1G. ELECTION OF DIRECTOR: SUSAN M. JAMES 1H. ELECTION OF DIRECTOR: ALEXANDER A. KARSNER 1I. ELECTION OF DIRECTOR: ADRIANNA C. MA 1J. ELECTION OF DIRECTOR: DENNIS D. POWELL IK. ELECTION OF DIRECTOR: ROBERT H. SWAN 2. APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF APPLIED MATERIALS' NAMED EXECUTIVE OFFICERS. 3. RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS APPLIED MATERIALS' INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2016. 4. STOCKHOLDER PROPOSAL TITLED "SHAREHOLDER PROXY ACCESS." | For For For For For For For For For For For For
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SANDISK CORPORATION 80004C-101
March 15, 2016 | 1. TO APPROVE THE ADOPTION OF THE AGREEMENT AND PLAN OF MERGER (AS IT MAY BE AMENDED FROM TIME TO TIME, THE "MERGER AGREEMENT"), DATED AS OF OCTOBER 21, 2015, BY AND AMONG WESTERN DIGITAL CORPORATION, SCHRADER ACQUISITION CORPORATION ("MERGER SUB") AND SANDISK CORPORATION ("SANDISK"), THE MERGER OF MERGER SUB WITH AND INTO SANDISK, WITH SANDISK CONTINUING AS THE SURVIVING CORPORATION OF SUCH MERGER (SUCH MERGER, THE "MERGER") AND THE TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT (THE "MERGER PROPOSAL"). 2. TO ADJOURN THE SANDISK SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES TO APPROVE THE MERGER PROPOSAL. 3. TO APPROVE, BY NON-BINDING, ADVISORY VOTE, COMPENSATION THAT WILL OR MAY BE PAID OR BECOME PAYABLE BY SANDISK TO ITS NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE MERGER. | For
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MALLINCKRODT PLC G5785G-107
March 16, 2016 | 1A. ELECTION OF DIRECTOR: MELVIN D. BOOTH 1B. ELECTION OF DIRECTOR: DAVID R. CARLUCCI 1C. ELECTION OF DIRECTOR: J. MARTIN CARROLL 1D. ELECTION OF DIRECTOR: DIANE H. GULYAS 1E. ELECTION OF DIRECTOR: NANCY S. LURKER 1F. ELECTION OF DIRECTOR: JOANN A. REED 1G. ELECTION OF DIRECTOR: ANGUS C. RUSSELL 1H. ELECTION OF DIRECTOR: VIRGIL D. THOMPSON 1I. ELECTION OF DIRECTOR: MARK C. TRUDEAU 1J. ELECTION OF DIRECTOR: KNEELAND C. YOUNGBLOOD, M. D. IK. ELECTION OF DIRECTOR: JOSEPH A. ZACCAGNINO 2. APPROVE, IN A NON-BINDING VOTE, THE RE-APPOINTMENT OF THE INDEPENDENT AUDITORS AND TO AUTHORIZE, IN A BINDING VOTE, THE AUDIT COMMITTEE TO SET THE AUDITORS' REMUNERATION. 3. APPROVE, IN A NON-BINDING ADVISORY VOTE, THE COMPENSATION OF NAMED EXECUTIVE OFFICERS. 4. APPROVE THE MALLINCKRODT PHARMACEUTICALS 2016 EMPLOYEE STOCK PURCHASE PLAN. 5. AUTHORIZE THE COMPANY AND/OR ANY SUBSIDIARY TO MAKE MARKET PURCHASES OR OVERSEAS MARKET PURCHASES OF COMPANY SHARES. 6. AUTHORIZE THE PRICE RANGE AT WHICH THE COMPANY CAN RE-ALLOT SHARES IT HOLDS AS TREASURY SHARES (SPECIAL RESOLUTION). | For For For For For For For For For For For For
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AES CORPORATION 00130H-105
April 21, 2016 | 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 RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL YEAR 2016. 3. TO APPROVE, ON AN ADVISORY BASIS, THE COMPANY'S EXECUTIVE COMPENSATION. 4. IF PROPERLY PRESENTED, A NONBINDING STOCKHOLDER PROPOSAL SEEKING A REPORT ON COMPANY POLICIES AND TECHNOLOGICAL ADVANCES. | For For For For For For For For For For For
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PNC FINANCIAL SERVICES GROUP, INC. 693475-105
April 26, 2016 | 1A. ELECTION OF DIRECTOR: CHARLES E. BUNCH 1B. ELECTION OF DIRECTOR: MARJORIE RODGERS CHESHIRE 1C. ELECTION OF DIRECTOR: WILLIAM S. DEMCHAK 1D. ELECTION OF DIRECTOR: ANDREW T. FELDSTEIN 1E. ELECTION OF DIRECTOR: DANIEL R. HESSE 1F. ELECTION OF DIRECTOR: KAY COLES JAMES 1G. ELECTION OF DIRECTOR: RICHARD B. KELSON 1H. ELECTION OF DIRECTOR: JANE G. PEPPER 1I. ELECTION OF DIRECTOR: DONALD J. SHEPARD 1J. ELECTION OF DIRECTOR: LORENE K. STEFFES IK. ELECTION OF DIRECTOR: DENNIS F. STRIGL 1L. ELECTION OF DIRECTOR: MICHAEL J. WARD 1M.ELECTION OF DIRECTOR: GREGORY D. WASSON 2. RATIFICATION OF THE AUDIT COMMITTEE'S SELECTION OF PRICEWATERHOUSECOOPERS LLP AS PNC'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2016. 3. APPROVAL OF 2016 INCENTIVE AWARD PLAN. 4. 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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AVERY DENNISON CORPORATION 053611-109
April 28, 2016 | 1A. ELECTION OF DIRECTOR: BRADLEY ALFORD 1B. ELECTION OF DIRECTOR: ANTHONY ANDERSON 1C. ELECTION OF DIRECTOR: PETER BARKER 1D. ELECTION OF DIRECTOR: MITCHELL BUTIER 1E. ELECTION OF DIRECTOR: KEN HICKS 1F. ELECTION OF DIRECTOR: DAVID PYOTT 1G. ELECTION OF DIRECTOR: DEAN SCARBOROUGH 1H. ELECTION OF DIRECTOR: PATRICK SIEWERT 1I. ELECTION OF DIRECTOR: JULIA STEWART 1J. ELECTION OF DIRECTOR: MARTHA SULLIVAN 2. APPROVAL, ON AN ADVISORY BASIS, OF OUR EXECUTIVE COMPENSATION. 3. RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2016. | For For For For For For For For For For For
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AT&T, INC. 00206R-102
April 29, 2016 | 1A. ELECTION OF DIRECTOR: RANDALL L. STEPHENSON 1B. ELECTION OF DIRECTOR: SAMUEL A. DIPIAZZA, JR. 1C. ELECTION OF DIRECTOR: RICHARD W. FISHER 1D. ELECTION OF DIRECTOR: SCOTT T. FORD 1E. ELECTION OF DIRECTOR: GLENN H. HUTCHINS 1F. ELECTION OF DIRECTOR: WILLIAM E. KENNARD 1G. ELECTION OF DIRECTOR: MICHAEL B. McCALLISTER 1H. ELECTION OF DIRECTOR: BETH E. MOONEY 1I. ELECTION OF DIRECTOR: JOYCE M. ROCHE 1J. ELECTION OF DIRECTOR: MATTHEW K. ROSE IK. 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. APPROVAL OF 2016 INCENTIVE PLAN. 5. POLITICAL SPENDING REPORT. 6. LOBBYING REPORT. 7. INDEPENDENT BOARD CHAIRMAN. | For 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 For Against Against Against | Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management Management |
OCCIDENTAL PETROLEUM CORP. 674599-105
April 29, 2016 | 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: VICKI A. HOLLUB 1I. ELECTION OF DIRECTOR: WILLIAM R. KLESSE 1J. ELECTION OF DIRECTOR: AVEDICK B. POLADIAN IK. ELECTION OF DIRECTOR: ELISSE B. WALTER 2. ADVISORY VOTE APPROVING EXECUTIVE COMPENSATION 3. RATIFICATION OF SELECTION OF KPMG LLP AS INDEPENDENT AUDITORS 4. REVIEW PUBLIC POLICY ADVOCACY ON CLIMATE 5. CARBON LEGISLATION IMPACT ASSESSMENT 6. SPECIAL SHAREOWNER MEETINGS 7. METHANE EMISSIONS AND FLARING | For For For For For For For For For For For For For
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PEPSICO, INC. 713448-108
May 4, 2016 | 1A. ELECTION OF DIRECTOR: SHONA L. BROWN 1B. ELECTION OF DIRECTOR: GEORGE W. BUCKLEY 1C. ELECTION OF DIRECTOR: CESAR CONDE 1D. ELECTION OF DIRECTOR: IAN M. COOK 1E. ELECTION OF DIRECTOR: DINA DUBLON 1F. ELECTION OF DIRECTOR: RONA A. FAIRHEAD 1G. ELECTION OF DIRECTOR: RICHARD W. FISHER 1H. ELECTION OF DIRECTOR: WILLIAM R. JOHNSON 1I. ELECTION OF DIRECTOR: INDRA K. NOOYI 1J. ELECTION OF DIRECTOR: DAVID C. PAGE IK. 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 ACCOUNTING FIRM FOR FISCAL YEAR 2016. 3. ADVISORY APPROVAL OF THE COMPANY'S EXECUTIVE COMPENSATION. 4. APPROVAL OF THE RENEWAL AND AMENDMENT OF THE PEPSICO, INC. LONG-TERM INCENTIVE PLAN. 5. ESTABLISH BOARD COMMITTEE ON SUSTAINABILITY. 6. REPORT ON MINIMIZING IMPACTS OF NEONICS. 7. POLICY REGARDING HOLY LAND PRINCIPLES. 8. ADOPT QUANTITATIVE RENEWABLE ENERGY TARGETS. | For For For For For For For For For For For For For For For
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PENTAIR PLC G7S00T-104
May 10, 2016 | 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 IK. ELECTION OF DIRECTOR: BILLIE IDA WILLIAMSON 2. TO APPROVE, BY NON-BINDING ADVISORY VOTE, THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. (ORDINARY) 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 TO SET THE AUDITORS' REMUNERATION. (ORDINARY) 4. TO AUTHORIZE THE PRICE RANGE AT WHICH PENTAIR PLC CAN RE-ALLOT SHARES IT HOLDS AS TREASURY SHARES UNDER IRISH LAW. (SPECIAL) 5. TO AMEND PENTAIR PLC'S ARTICLES OF ASSOCIATION TO INCREASE THE MAXIMUM NUMBER OF DIRECTORS FROM ELEVEN TO TWELVE. (ORDINARY) 6A. TO AMEND PENTAIR PLC'S ARTICLES OF ASSOCIATION TO MAKE CERTAIN ADMINISTRATIVE AMENDMENTS. (SPECIAL) 6B. TO AMEND PENTAIR PLC'S MEMORANDUM OF ASSOCIATION TO MAKE CERTAIN ADMINISTRATIVE AMENDMENTS. (SPECIAL) | For For For For For For For For For For For For
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SKYWORKS SOLUTIONS, INC. 83088M-102
May 11, 2016 | 1A. ELECTION OF DIRECTOR: DAVID J. ALDRICH 1B. ELECTION OF DIRECTOR: KEVIN L. BEEBE 1C. ELECTION OF DIRECTOR: TIMOTHY R. FUREY 1D. ELECTION OF DIRECTOR: BALAKRISHNAN S. IYER 1E. ELECTION OF DIRECTOR: CHRISTINE KING 1F. ELECTION OF DIRECTOR: DAVID P. MCGLADE 1G. ELECTION OF DIRECTOR: DAVID J. MCLACHLAN 1H. ELECTION OF DIRECTOR: ROBERT A. SCHRIESHEIM 2. TO RATIFY THE SELECTION BY THE COMPANY'S AUDIT COMMITTEE OF KPMG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR FISCAL YEAR 2016. 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 AN AMENDMENT TO THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION TO ELIMINATE THE SUPERMAJORITY VOTE PROVISIONS RELATING TO THE AMENDMENT OF THE COMPANY'S BY-LAWS. 5. TO APPROVE AN AMENDMENT TO THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION TO ELIMINATE THE SUPERMAJORITY VOTE PROVISIONS RELATING TO STOCKHOLDER APPROVAL OF A MERGER OR CONSOLIDATION, DISPOSITION OF ALL OR SUBSTANTIALLY ALL OF THE COMPANY'S ASSETS, OR ISSUANCE OF A SUBSTANTIAL AMOUNT OF THE COMPANY'S SECURITIES. 6. TO APPROVE AN AMENDMENT TO THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION TO ELIMINATE THE SUPERMAJORITY VOTE PROVISIONS RELATING TO STOCKHOLDER APPROVAL OF A BUSINESS COMBINATION WITH ANY RELATED PERSON. 7. TO APPROVE AN AMENDMENT TO THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION TO ELIMINATE THE SUPERMAJORITY VOTE PROVISION RELATING TO STOCKHOLDER AMENDMENT OF CHARTER PROVISIONS GOVERNING DIRECTORS. 8. TO APPROVE AN AMENDMENT TO THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION TO ELIMINATE THE SUPERMAJORITY VOTE PROVISION RELATING TO STOCKHOLDER AMENDMENT OF THE CHARTER PROVISION GOVERNING ACTION BY STOCKHOLDERS. | For For For For For For For For For
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DISCOVER FINANCIAL SERVICES 254709-108
May 12, 2016 | 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: JOSEPH F. EAZOR 1F. ELECTION OF DIRECTOR: CYNTHIA A. GLASSMAN 1G. ELECTION OF DIRECTOR: RICHARD H. LENNY 1H. ELECTION OF DIRECTOR: THOMAS G. MAHERAS 1I. ELECTION OF DIRECTOR: MICHAEL H. MOSKOW 1J. ELECTION OF DIRECTOR: DAVID W. NELMS IK. ELECTION OF DIRECTOR: MARK A. THIERER 1L. 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 For
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VALERO ENERGY CORPORATION 91913Y-100
May 12, 2016 | 1A. ELECTION OF DIRECTOR: JOSEPH W. GORDER 1B. ELECTION OF DIRECTOR: DEBORAH P. MAJORAS 1C. ELECTION OF DIRECTOR: DONALD L. NICKLES 1D. ELECTION OF DIRECTOR: PHILIP J. PFEIFFER 1E. ELECTION OF DIRECTOR: ROBERT A. PROFUSEK 1F. ELECTION OF DIRECTOR: SUSAN KAUFMAN PURCELL 1G. ELECTION OF DIRECTOR: STEPHEN M. WATERS 1H. ELECTION OF DIRECTOR: RANDALL J. WEISENBURGER 1I. ELECTION OF DIRECTOR: RAYFORD WILKINS, JR. 2. RATIFY THE APPOINTMENT OF KPMG LLP AS VALERO'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2016. 3. APPROVE, BY NON-BINDING VOTE, THE 2015 COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. 4. AMEND VALERO'S RESTATED CERTIFICATE OF INCORPORATION TO DELETE ITS RESTRICTION ON STOCKHOLDERS' ABILITY TO REMOVE DIRECTORS WITHOUT CAUSE. 5. REAPPROVE THE 2011 OMNIBUS STOCK INCENTIVE PLAN. | For For For For For For For For For For
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NUCOR CORPORATION 670346-105
May 13, 2016 | 1. DIRECTOR 1) JOHN J. FERRIOLA 2) GREGORY J. HAYES 3) VICTORIA F. HAYNES, PHD 4) BERNARD L. KASRIEL 5) CHRISTOPHER J. KEARNEY 6) LAURETTE T. KOELLNER 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, 2016 3. APPROVAL OF THE AMENDMENT TO NUCOR'S RESTATED CERTIFICATE OF INCORPORATION TO ADOPT A MAJORITY VOTING STANDARD, ELIMINATE CUMULATIVE VOTING AND REMOVE OBSOLETE PROVISIONS 4. STOCKHOLDER PROPOSAL REGARDING NUCOR'S LOBBYING AND CORPORATE SPENDING ON POLITICAL CONTRIBUTIONS 5. STOCKHOLDER PROPOSAL REGARDING GREENHOUSE GAS (GHG) EMISSIONS | For All
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JP MORGAN CHASE & CO. 46625H-100
May 17, 2016 | 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 IK. ELECTION OF DIRECTOR: WILLIAM C. WELDON 2. ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION 3. RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 4. INDEPENDENT BOARD CHAIRMAN - REQUIRE AN INDEPENDENT CHAIR 5. HOW VOTES ARE COUNTED - COUNT VOTES USING ONLY FOR AND AGAINST AND IGNORE ABSTENTIONS 6. VESTING FOR GOVERNMENT SERVICE - PROHIBIT VESTING OF EQUITY-BASED AWARDS FOR SENIOR EXECUTIVES DUE TO VOLUNTARY RESIGNATION TO ENTER GOVERNMENT SERVICE 7. APPOINT A STOCKHOLDER VALUE COMMITTEE - ADDRESS WHETHER DIVESTITURE OF ALL NON-CORE BANKING BUSINESS SEGMENTS WOULD ENHANCE SHAREHOLDER VALUE 8. CLAWBACK AMENDMENT - DEFER COMPENSATION FOR 10 YEARS TO HELP SATISFY ANY MONETARY PENALTY ASSOCIATED WITH VIOLATION OF LAW 9. EXECUTIVE COMPENSATION PHILOSOPHY - ADOPT A BALANCED EXECUTIVE COMPENSATION PHILOSOPHY WITH SOCIAL FACTORS TO IMPROVE THE FIRM'S ETHICAL CONDUCT AND PUBLIC REPUTATION | For For For For For For For For For For For For
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ANTHEM, INC. 036752-103
May 18, 2016 | 1A. ELECTION OF DIRECTOR: LEWIS HAY, III 1B. ELECTION OF DIRECTOR: GEORGE A. SCHAEFER, JR. 1C. ELECTION OF DIRECTOR: JOSEPH R. SWEDISH 1D. ELECTION OF DIRECTOR: ELIZABETH E. TALLETT 2. TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2016. 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 REGARDING LOBBYING DISCLOSURE. | For For For For For
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CHUBB LIMITED 171232-101
May 19, 2016 | 1. APPROVAL OF THE MANAGEMENT REPORT, STANDALONE FINANCIAL STATEMENTS AND CONSOLIDATED FINANCIAL STATEMENTS OF CHUBB LIMITED FOR THE YEAR ENDED DECEMBER 31, 2015 2A. ALLOCATION OF DISPOSABLE PROFIT AND DISTRIBUTION OF A DIVIDEND: ALLOCATION OF DISPOSABLE PROFIT 2B. ALLOCATION OF DISPOSABLE PROFIT AND DISTRIBUTION OF A DIVIDEND: 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 AUDITORS: ELECTION OF PRICEWATERHOUSECOOPERS AG (ZURICH) AS OUR STATUTORY AUDITOR 4B. ELECTION OF AUDITORS: 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 AUDITORS: ELECTION OF BDO AG (ZURICH) AS SPECIAL AUDIT FIRM 5A. ELECTION OF THE BOARD OF DIRECTORS: EVAN G. GREENBERG 5B. ELECTION OF THE BOARD OF DIRECTORS: ROBERT M. HERNANDEZ 5C. ELECTION OF THE BOARD OF DIRECTORS: MICHAEL G. ATIEH 5D. ELECTION OF THE BOARD OF DIRECTORS: SHEILA P. BURKE 5E. ELECTION OF THE BOARD OF DIRECTORS: JAMES I. CASH 5F. ELECTION OF THE BOARD OF DIRECTORS: MARY A. CIRILLO 5G. ELECTION OF THE BOARD OF DIRECTORS: MICHAEL P. CONNORS 5H. ELECTION OF THE BOARD OF DIRECTORS: JOHN EDWARDSON 5I. ELECTION OF THE BOARD OF DIRECTORS: LAWRENCE W. KELLNER 5J. ELECTION OF THE BOARD OF DIRECTORS: LEO F. MULLIN 5K. ELECTION OF THE BOARD OF DIRECTORS: KIMBERLY ROSS 5L. ELECTION OF THE BOARD OF DIRECTORS: ROBERT SCULLY 5M. ELECTION OF THE BOARD OF DIRECTORS: EUGENE B. SHANKS, JR. 5N. ELECTION OF THE BOARD OF DIRECTORS: THEODORE E. SHASTA 5O. ELECTION OF THE BOARD OF DIRECTORS: DAVID SIDWELL 5P. ELECTION OF THE BOARD OF DIRECTORS: OLIVIER STEIMER 5Q. ELECTION OF THE BOARD OF DIRECTORS: JAMES M. ZIMMERMAN 6. ELECTION OF THE CHAIRMAN OF THE BOARD OF DIRECTORS 7A. ELECTION OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS: MICHAEL P. CONNORS 7B. ELECTION OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS: MARY A. CIRILLO 7C. ELECTION OF THE COMPENSATION COMMITTEE OF THE BOARD OFDIRECTORS: ROBERT M. HERNANDEZ 7D. ELECTION OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS: ROBERT SCULLY 7E. ELECTION OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS: JAMES M. ZIMMERMAN 8. ELECTION OF HOMBURGER AG AS INDEPENDENT PROXY 9. AMENDMENT TO THE ARTICLES OF ASSOCIATION RELATING TO AUTHORIZED SHARE CAPITAL FOR GENERAL PURPOSES 10. APPROVAL OF THE CHUBB LIMITED 2016 LONG-TERM INCENTIVE PLAN 11A. APPROVAL OF THE MAXIMUM COMPENSATION OF THE BOARD OF DIRECTORS AND EXECUTIVE MANAGEMENT: COMPENSATION OF THE BOARD OF DIRECTORS UNTIL THE NEXT ANNUAL GENERAL MEETING 11B. APPROVAL OF THE MAXIMUM COMPENSATION OF THE BOARD OF DIRECTORS AND EXECUTIVE MANAGEMENT: 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 OUR BOARD OF DIRECTORS, MARK "AGAINST" TO VOTE AGAINST NEW ITEMS AND PROPOSALS, AND MARK "ABSTAIN" TO ABSTAIN | For
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CVS HEALTH CORPORATION 126650-100
May 19, 2016 | 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 IK. ELECTION OF DIRECTOR: TONY L. WHITE 2. PROPOSAL TO RATIFY INDEPENDENT PUBLIC ACCOUNTING FIRM FOR 2016. 3. SAY ON PAY - AN ADVISORY VOTE ON THE APPROVAL OF EXECUTIVE COMPENSATION. 4. STOCKHOLDER PROPOSAL REGARDING A REPORT ON ALIGNMENT OF CORPORATE VALUES AND POLITICAL CONTRIBUTIONS. 5. STOCKHOLDER PROPOSAL REGARDING A REPORT ON EXECUTIVE PAY. | For For For For For For For For For For For For
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MOHAWK INDUSTRIES, INC. 608190-104
May 19, 2016 | 1A. THE ELECTION OF DIRECTOR FOR A TERM OF THREE YEARS: JOSEPH A. ONORATO 1B. THE ELECTION OF DIRECTOR FOR A TERM OF THREE YEARS: WILLIAM H. RUNGE III 1C. THE ELECTION OF DIRECTOR FOR A TERM OF THREE YEARS: W. CHRISTOPHER WELLBORN 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 2016 ANNUAL MEETING OF STOCKHOLDERS | For
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BAKER HUGHES INCORPORATED 057224-107
May 24, 2016 | 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 IK. 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 2016. 4. A STOCKHOLDER PROPOSAL REGARDING A MAJORITY VOTE STANDARD FOR ALL NON-BINDING STOCKHOLDER PROPOSALS. | For For For For For For For For For For For For For For
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AMPHENOL CORPORATION 032095-101
May 25, 2016 | 1A. ELECTION OF DIRECTOR: RONALD P. BADIE 1B. ELECTION OF DIRECTOR: STANLEY L. CLARK 1C. ELECTION OF DIRECTOR: DAVID P. FALCK 1D. ELECTION OF DIRECTOR: EDWARD G. JEPSEN 1E. ELECTION OF DIRECTOR: RANDALL D. LEDFORD 1F. ELECTION OF DIRECTOR: MARTIN H. LOEFFLER 1G. ELECTION OF DIRECTOR: JOHN R. LORD 1H. ELECTION OF DIRECTOR: R. ADAM NORWITT 1I. ELECTION OF DIRECTOR: DIANA G. REARDON 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 AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION. | For For For For For For For For For For
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DELTA AIR LINES, INC. 247361-702
June 10, 2016 | 1A. ELECTION OF DIRECTOR: RICHARD H. ANDERSON 1B. ELECTION OF DIRECTOR: EDWARD H. BASTIAN 1C. ELECTION OF DIRECTOR: FRANCIS S. BLAKE 1D. ELECTION OF DIRECTOR: DANIEL A. CARP 1E. ELECTION OF DIRECTOR: DAVID G. DEWALT 1F. ELECTION OF DIRECTOR: THOMAS E. DONILON 1G. ELECTION OF DIRECTOR: WILLIAM H. EASTER III 1H. ELECTION OF DIRECTOR: MICKEY P. FORET 1I. ELECTION OF DIRECTOR: SHIRLEY C. FRANKLIN 1J. ELECTION OF DIRECTOR: GEORGE N. MATTSON IK. ELECTION OF DIRECTOR: DOUGLAS R. RALPH 1L. ELECTION OF DIRECTOR: SERGIO A.L. RIAL 1M. ELECTION OF DIRECTOR: KATHY N. WALLER 1N. ELECTION OF DIRECTOR: KENNETH B. WOODROW 2. TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF DELTA'S NAMED EXECUTIVE OFFICERS. 3. TO APPROVE THE AMENDMENT AND RESTATEMENT OF DELTA'S PERFORMANCE COMPENSATION PLAN. 4. TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS DELTA'S INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2016. 5. A STOCKHOLDER PROPOSAL FOR SENIOR EXECUTIVES TO RETAIN SIGNIFICANT STOCK. | For For For For For For For For For For For For For For For
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METLIFE, INC. 59156R-108
June 14, 2016 | 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 IK. ELECTION OF DIRECTOR: KENTON J. SICCHITANO 1L. ELECTION OF DIRECTOR:LULU C. WANG 2. ADVISORY VOTE TO ADOPT A BY-LAW DESIGNATING DELAWARE THE EXCLUSIVE FORUM FOR CERTAIN LEGAL ACTIONS 3. RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR 2016 4. ADVISORY VOTE TO APPROVE THE COMPENSATION PAID TO THE COMPANY'S NAMED EXECUTIVE OFFICERS 5. SHAREHOLDER PROPOSAL TO ADOPT A POLICY THAT THE CHAIRMAN OF THE BOARD BE AN INDEPENDENT DIRECTOR 6. SHAREHOLDER PROPOSAL TO ADOPT SHAREHOLDER RIGHT TO ACT BY WRITTEN CONSENT | For For For For For For For For For For For For For
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SIGNET JEWELERS LIMITED G81276-100
June 17, 2016 | 1A. ELECTION OF DIRECTOR: H. TODD STITZER 1B. ELECTION OF DIRECTOR: VIRGINIA DROSOS 1C. ELECTION OF DIRECTOR: DALE HILPERT 1D. ELECTION OF DIRECTOR: MARK LIGHT 1E. ELECTION OF DIRECTOR: HELEN MCCLUSKEY 1F. ELECTION OF DIRECTOR: MARIANNE MILLER PARRS 1G. ELECTION OF DIRECTOR: THOMAS PLASKETT 1H. ELECTION OF DIRECTOR: ROBERT STACK 1I. ELECTION OF DIRECTOR: EUGENIA ULASEWICZ 1J. ELECTION OF DIRECTOR: RUSSELL WALLS 2. APPOINTMENT OF KPMG LLP AS INDEPENDENT AUDITOR OF THE COMPANY. 3. APPROVAL, ON A NON-BINDING ADVISORY BASIS, OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THE PROXY STATEMENT. | For For For For For For For For For For For
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THE KROGER CO. 501044-101
June 23, 2016 | 1A. ELECTION OF DIRECTOR: NORA A. AUFREITER 1B. ELECTION OF DIRECTOR: ROBERT D. BEYER 1C. ELECTION OF DIRECTOR: ANNE GATES 1D. ELECTION OF DIRECTOR: SUSAN J. KROPF 1E. ELECTION OF DIRECTOR: W. RODNEY MCMULLEN 1F. ELECTION OF DIRECTOR: JORGE P. MONTOYA 1G. ELECTION OF DIRECTOR: CLYDE R. MOORE 1H. ELECTION OF DIRECTOR: SUSAN M. PHILLIPS 1I. ELECTION OF DIRECTOR: JAMES A. RUNDE 1J. ELECTION OF DIRECTOR: RONALD L. SARGENT IK. ELECTION OF DIRECTOR: BOBBY S. SHACKOULS 2. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION. 3. RATIFICATION OF PRICEWATERHOUSECOOPERS LLP, AS AUDITORS. 4. A SHAREHOLDER PROPOSAL, IF PROPERLY PRESENTED, TO PUBLISH A REPORT ON HUMAN RIGHTS RISKS OF OPERATIONS AND SUPPLY CHAIN. 5. A SHAREHOLDER PROPOSAL, IF PROPERLY PRESENTED, TO ISSUE A REPORT ASSESSING THE ENVIRONMENTAL IMPACTS OF USING UNRECYCLABLE PACKAGING FOR PRIVATE LABEL BRANDS. 6. A SHAREHOLDER PROPOSAL, IF PROPERLY PRESENTED, TO ISSUE A REPORT ASSESSING THE CLIMATE BENEFITS AND FEASIBILITY OF ADOPTING ENTERPRISE-WIDE, QUANTITATIVE, TIME BOUND TARGETS FOR INCREASING RENEWABLE ENERGY SOURCING. 7. A SHAREHOLDER PROPOSAL, IF PROPERLY PRESENTED, TO ADOPT A GENERAL PAYOUT POLICY THAT GIVES PREFERENCE TO SHARE REPURCHASES (RELATIVE TO CASH DIVIDENDS) AS A METHOD TO RETURN CAPITAL TO SHAREHOLDERS. | For For For For 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.
