UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number: 811-09815
THE ARBITRAGE FUNDS
(exact name of registrant as specified in charter)
41 Madison Avenue, 42nd Floor, New York, NY 10010
(Address of principal executive offices) (Zip code)
John S. Orrico
Water Island Capital, LLC
41 Madison Avenue
42nd Floor
New York, NY 10010
(Name and address of agent for service)
Registrant’s Telephone Number, including Area Code: 800-295-4485
Date of fiscal year end: May 31
Date of reporting period: July 1, 2018 - June 30, 2019
Item 1 — Proxy Voting Record.
THE ARBITRAGE FUND
Investment Company Report
MITEL NETWORKS CORPORATION
Security | 60671Q104 | Meeting Type | Special |
Ticker Symbol | MITL | Meeting Date | 10-Jul-2018 |
ISIN | CA60671Q1046 | Agenda | 934847534 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1 |
| To consider, pursuant to an interim order of the Ontario Superior Court of Justice, dated as of June 7, 2018 and, if deemed advisable, to pass, with or without variation, a special resolution (the “arrangement resolution”) to approve an arrangement (the “arrangement”) under section 192 of the Canada Business Corporations Act pursuant to the Arrangement Agreement, dated as of April 23, 2018, among Mitel, MLN AcquisitionCo ULC (“Purchaser”), a British Columbia unlimited liability company and MLN TopCo Ltd., a Cayman Islands exempted company, to effect among other things, the acquisition by Purchaser of all of the outstanding common shares of the Company in exchange for $11.15 cash (less any applicable withholding taxes) per common share. |
| Management |
| For |
| For |
|
2 |
| To consider and vote on a proposal to approve, by non- binding, advisory vote, certain compensation arrangements for the Company’s named executive officers in connection with the arrangement. |
| Management |
| For |
| For |
|
3 |
| To approve the adjournment of the special meeting, if necessary, to solicit additional proxies if there are insufficient votes at the time of the meeting to approve the arrangement resolution. |
| Management |
| For |
| For |
|
NEX GROUP PLC
Security | G6528A100 | Meeting Type | Annual General Meeting |
Ticker Symbol |
| Meeting Date | 11-Jul-2018 |
ISIN | GB00BZ02MH16 | Agenda | 709616051 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1 |
| RECEIVE THE ANNUAL REPORT FOR THE YEAR ENDED 31 MARCH 2018 |
| Management |
| For |
| For |
|
2 |
| DECLARE A FINAL DIVIDEND OF 7.65P PER ORDINARY SHARE |
| Management |
| For |
| For |
|
3 |
| RE-ELECT CHARLES GREGSON AS A DIRECTOR |
| Management |
| For |
| For |
|
4 |
| RE-ELECT MICHAEL SPENCER AS A DIRECTOR |
| Management |
| For |
| For |
|
5 |
| RE-ELECT KEN PIGAGA AS A DIRECTOR |
| Management |
| For |
| For |
|
6 |
| RE-ELECT SAMANTHA WREN AS A DIRECTOR |
| Management |
| For |
| For |
|
7 |
| RE-ELECT JOHN SIEVWRIGHT AS A DIRECTOR |
| Management |
| For |
| For |
|
8 |
| RE-ELECT ANNA EWING AS A DIRECTOR |
| Management |
| For |
| For |
|
9 |
| RE-ELECT IVAN RITOSSA AS A DIRECTOR |
| Management |
| For |
| For |
|
10 |
| RE-ELECT ROBERT STANDING AS A DIRECTOR |
| Management |
| For |
| For |
|
11 |
| RE-APPOINT DELOITTE LLP AS AUDITOR OF THE COMPANY |
| Management |
| For |
| For |
|
12 |
| AUTHORISE THE AUDIT COMMITTEE TO SET THE REMUNERATION OF THE AUDITOR OF THE COMPANY |
| Management |
| For |
| For |
|
13 |
| APPROVE THE REMUNERATION REPORT |
| Management |
| For |
| For |
|
14 |
| APPROVE THE DIRECTORS’ REMUNERATION POLICY |
| Management |
| For |
| For |
|
15 |
| AUTHORISE THE DIRECTORS TO ALLOT SHARES |
| Management |
| For |
| For |
|
16 |
| AUTHORISE THE DIRECTORS TO DISAPPLY PRE- EMPTION RIGHTS |
| Management |
| For |
| For |
|
17 |
| AUTHORISE THE DIRECTORS TO FURTHER DISAPPLY PRE-EMPTION RIGHTS IN RELATION TO ACQUISITIONS AND SPECIFIED CAPITAL INVESTMENTS |
| Management |
| For |
| For |
|
18 |
| AUTHORISE THE COMPANY TO MAKE MARKET PURCHASES OF THE COMPANY’S SHARES |
| Management |
| For |
| For |
|
ORBOTECH LTD.
Security | M75253100 | Meeting Type | Special |
Ticker Symbol | ORBK | Meeting Date | 12-Jul-2018 |
ISIN | IL0010823388 | Agenda | 934849843 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| TO APPROVE AND ADOPT (I) THE AGREEMENT AND PLAN OF MERGER DATED MARCH 18, 2018, AS AMENDED (THE “MERGER AGREEMENT”), AMONG KLA-TENCOR CORPORATION (“KLA-TENCOR”), TIBURON MERGER SUB TECHNOLOGIES LTD. (“MERGER SUB”) AND THE COMPANY; (II) THE MERGER OF MERGER SUB WITH AND INTO THE COMPANY (THE “MERGER”) ON THE TERMS AND SUBJECT TO THE CONDITIONS SET FORTH IN THE MERGER AGREEMENT AND IN ACCORDANCE WITH THE PROVISIONS OF SECTIONS 314-327 OF THE ISRAELI COMPANIES LAW, 1999 AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER. |
| Management |
| For |
| For |
|
1a. |
| Are you KLA-Tencor, Merger Sub, or a KLA Related Person (as such term is defined in the Proxy Statement) with respect to the item listed above? If you have not marked “NO” on the proxy (or in your electronic submission), thereby confirming you are not KLA-Tencor, Merger Sub, or a KLA Related Person, your vote will not be counted for purposes of the Merger Majority (as such term is defined in the Proxy Statement). Mark “for” = yes or “against” = no. |
| Management |
| No Action |
|
|
|
FINANCIAL ENGINES, INC.
Security | 317485100 | Meeting Type | Special |
Ticker Symbol | FNGN | Meeting Date | 16-Jul-2018 |
ISIN | US3174851002 | Agenda | 934846188 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| To adopt the Agreement and Plan of Merger, dated as of April 29, 2018 (“merger agreement”), by and among Financial Engines, Inc. (“Company”), Edelman Financial, L.P. (“Parent”), and Flashdance Merger Sub, Inc. (“Merger Sub”), pursuant to which Merger Sub will be merged with and into the Company (the “merger”). |
| Management |
| For |
| For |
|
2. |
| To approve, on an advisory (non-binding) basis, certain compensation that may be paid or become payable to the Company’s named executive officers in connection with the merger. |
| Management |
| For |
| For |
|
3. |
| To approve the adjournment of the special meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement or in the absence of a quorum. |
| Management |
| For |
| For |
|
RSP PERMIAN INC
Security | 74978Q105 | Meeting Type | Special |
Ticker Symbol | RSPP | Meeting Date | 17-Jul-2018 |
ISIN | US74978Q1058 | Agenda | 934846683 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| To adopt the Agreement and Plan of Merger, dated March 27, 2018, among RSP Permian, Inc., Concho Resources Inc. and Green Merger Sub Inc. (as it may be amended from time to time, the “Merger Agreement”). |
| Management |
| For |
| For |
|
2. |
| To approve, by a non-binding advisory vote, certain compensation that may be paid or become payable to RSP Permian, Inc.’s named executive officers that is based on or otherwise relates to the Merger Agreement. |
| Management |
| For |
| For |
|
ABAXIS, INC.
Security | 002567105 | Meeting Type | Special |
Ticker Symbol | ABAX | Meeting Date | 31-Jul-2018 |
ISIN | US0025671050 | Agenda | 934854147 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| To approve the Agreement and Plan of Merger, dated as of May 15, 2018, by and among Zoetis Inc., Zeus Merger Sub, Inc., an indirect wholly-owned subsidiary of Zoetis, Inc., and Abaxis, Inc., as it may be amended from time to time (the “merger agreement”), the merger contemplated by the merger agreement, and principal terms thereof (the “merger agreement proposal”). |
| Management |
| Against |
| Against |
|
2. |
| To approve, on an advisory basis, the merger-related compensation for Abaxis’ named executive officers. |
| Management |
| Against |
| Against |
|
3. |
| To vote to adjourn the Special Meeting, if necessary or appropriate, for the purpose of soliciting additional proxies to vote in favor of merger agreement proposal. |
| Management |
| For |
| For |
|
ARIZONA MINING INC.
Security | 040521106 | Meeting Type | Special |
Ticker Symbol | WLDVF | Meeting Date | 02-Aug-2018 |
ISIN | CA0405211065 | Agenda | 934856406 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1 |
| To consider, pursuant to an interim order of the British Columbia Supreme Court and, if deemed advisable, to pass, with or without variation, a special resolution, the full text of which is set forth in Appendix A to the accompanying management information circular, approving a statutory plan of arrangement under the Business Corporations Act (British Columbia) pursuant to which South32 North America Projects ULC, a wholly- owned subsidiary of South32 Limited, will acquire all of the issued and outstanding common shares of Arizona Mining Inc. |
| Management |
| For |
| For |
|
GRAMERCY PROPERTY TRUST
Security | 385002308 | Meeting Type | Special |
Ticker Symbol | GPT | Meeting Date | 09-Aug-2018 |
ISIN | US3850023082 | Agenda | 934854515 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| To approve the merger of Gramercy Property Trust with and into BRE Glacier L.P., and the other transactions contemplated by the Agreement and Plan of Merger, among Gramercy Property Trust, GPT Operating Partnership LP, BRE Glacier Parent L.P., BRE Glacier L.P. and BRE Glacier Acquisition L.P., as described in the Proxy Statement. |
| Management |
| For |
| For |
|
2. |
| To approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to our named executive officers that is based on or otherwise relates to the merger, as more particularly described in the Proxy Statement. |
| Management |
| For |
| For |
|
3. |
| To approve any adjournment of the special meeting for the purpose of soliciting additional proxies if there are not sufficient votes at the special meeting to approve the merger and the other transactions contemplated by the merger agreement. |
| Management |
| For |
| For |
|
DCT INDUSTRIAL TRUST INC.
Security | 233153204 | Meeting Type | Special |
Ticker Symbol | DCT | Meeting Date | 20-Aug-2018 |
ISIN | US2331532042 | Agenda | 934858284 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| To approve the merger of DCT Industrial Trust Inc. with and into Prologis, Inc., with Prologis, Inc. surviving the merger (the “company merger”), on the terms and conditions set forth in the Agreement and Plan of Merger, dated as of April 29, 2018, as may be amended from time to time, by and among Prologis, Inc., Prologis, L.P., DCT Industrial Trust Inc. and DCT Industrial Operating Partnership LP (the “merger agreement”). |
| Management |
| For |
| For |
|
2. |
| To approve a non-binding advisory proposal to approve certain compensation that may be paid or become payable to certain named executive officers of DCT Industrial Trust Inc. in connection with the mergers and transactions contemplated under the merger agreement. |
| Management |
| For |
| For |
|
3. |
| To approve one or more adjournments of the special meeting to another date, time or place, if necessary, to solicit additional proxies in favor of the proposal to approve the company merger on the terms and conditions set forth in the merger agreement. |
| Management |
| For |
| For |
|
COTIVITI HOLDINGS, INC.
Security | 22164K101 | Meeting Type | Special |
Ticker Symbol | COTV | Meeting Date | 24-Aug-2018 |
ISIN | US22164K1016 | Agenda | 934861356 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| To adopt the Agreement and Plan of Merger (as it may be amended from time to time, “Merger Agreement”), by and among Cotiviti Holdings, Inc., Verscend Technologies, Inc. and Rey Merger Sub, Inc., a wholly owned subsidiary of Verscend Technologies, Inc., and approve transactions contemplated thereby, including the merger of Rey Merger Sub, Inc. with and into Cotiviti Holdings, Inc. (the “Merger”), with Cotiviti Holdings, Inc. continuing as the surviving corporation and a wholly owned subsidiary of Verscend Technologies, Inc. (the “Merger Proposal”) |
| Management |
| For |
| For |
|
2. |
| To approve, on an advisory non-binding basis, the compensation that may be paid or become payable to the named executive officers of Cotiviti Holdings, Inc. in connection with the Merger |
| Management |
| For |
| For |
|
3. |
| To approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes to approve the Merger Proposal at the time of the Special Meeting. |
| Management |
| For |
| For |
|
KLX INC.
Security | 482539103 | Meeting Type | Special |
Ticker Symbol | KLXI | Meeting Date | 24-Aug-2018 |
ISIN | US4825391034 | Agenda | 934862651 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| To adopt the Agreement and Plan of Merger, dated as of April 30, 2018, as amended on June 1, 2018, and as it may be further amended from time to time, by and among The Boeing Company (“Boeing”), Kelly Merger Sub, Inc. (“Merger Sub”) and KLX Inc. (“KLX”). |
| Management |
| For |
| For |
|
2. |
| To approve, on a non-binding, advisory basis, certain compensation that will or may be paid by KLX to its named executive officers in connection with the merger of Merger Sub with and into KLX (the “merger”), with KLX surviving the merger as a wholly owned subsidiary of Boeing. |
| Management |
| For |
| For |
|
3. |
| To approve an adjournment of the special meeting from time to time, if necessary or appropriate, for the purpose of soliciting additional votes in favor of Proposal 1 if there are not sufficient votes at the time of the special meeting to approve Proposal 1. |
| Management |
| For |
| For |
|
ILG INC
Security | 44967H101 | Meeting Type | Special |
Ticker Symbol | ILG | Meeting Date | 28-Aug-2018 |
ISIN | US44967H1014 | Agenda | 934861952 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| To approve the transactions contemplated by the Agreement and Plan of Merger, dated as of April 30, 2018 (the “merger agreement”), by and among ILG, Marriott Vacations Worldwide Corporation, a Delaware corporation (“MVW”), Ignite Holdco, Inc., a wholly-owned direct subsidiary of ILG (“Holdco”), Ignite Holdco Subsidiary, Inc., a wholly-owned direct subsidiary of Holdco (“Ignite Merger Sub”), Volt Merger Sub, Inc., a wholly-owned direct subsidiary of MVW (“Volt Corporate Merger Sub”), (the “combination transactions”). |
| Management |
| For |
| For |
|
2. |
| To approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to ILG’s named executive officers in connection with the combination transactions. |
| Management |
| For |
| For |
|
3. |
| To adjourn the ILG Special Meeting, if necessary or appropriate, to solicit additional proxies. |
| Management |
| For |
| For |
|
VECTREN CORPORATION
Security | 92240G101 | Meeting Type | Special |
Ticker Symbol | VVC | Meeting Date | 28-Aug-2018 |
ISIN | US92240G1013 | Agenda | 934858791 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| Approve the Agreement and Plan of Merger, dated as of April 21, 2018, by and among Vectren Corporation, CenterPoint Energy, Inc. and Pacer Merger Sub, Inc., a wholly owned subsidiary of CenterPoint Energy, Inc., and the transactions contemplated thereby, including the merger of Pacer Merger Sub, Inc. with and into Vectren Corporation. |
| Management |
| For |
| For |
|
2. |
| Approve a non-binding advisory proposal approving the compensation of the named executive officers that will or may become payable in connection with the merger. |
| Management |
| For |
| For |
|
3. |
| Approve any motion to adjourn the Special Meeting, if necessary. |
| Management |
| For |
| For |
|
RADISYS CORPORATION
Security | 750459109 | Meeting Type | Special |
Ticker Symbol | RSYS | Meeting Date | 05-Sep-2018 |
ISIN | US7504591097 | Agenda | 934868033 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| To approve the Agreement and Plan of Merger, dated as of June 29, 2018, by and among Radisys Corporation, Reliance Industries Limited and Integrated Cloud Orchestration (ICO), Inc., as it may be amended from time to time (the “Merger Agreement”), and approve the transactions contemplated thereby. |
| Management |
| For |
| For |
|
2. |
| To approve the adoption of any proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Merger Agreement and approve the transactions contemplated thereby at the time of the Special Meeting. |
| Management |
| For |
| For |
|
3. |
| To approve, by nonbinding, advisory vote, certain compensation that may or will become payable to Radisys Corporation’s named executive officers by Radisys Corporation in connection with the Merger. |
| Management |
| For |
| For |
|
KAPSTONE PAPER & PACKAGING CORPORATION
Security | 48562P103 | Meeting Type | Special |
Ticker Symbol | KS | Meeting Date | 06-Sep-2018 |
ISIN | US48562P1030 | Agenda | 934863906 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| Adoption of the Agreement and Plan of Merger, dated as of January 28, 2018, as it may be amended from time to time, among the Company, WestRock Company, Whiskey Holdco, Inc., Whiskey Merger Sub, Inc. and Kola Merger Sub, Inc. (the “merger proposal”). |
| Management |
| For |
| For |
|
2. |
| Adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the merger proposal. |
| Management |
| For |
| For |
|
3. |
| Non-binding advisory approval of the compensation and benefits that may be paid, become payable or be provided to the Company’s named executive officers in connection with the mergers. |
| Management |
| For |
| For |
|
LASALLE HOTEL PROPERTIES
Security | 517942108 | Meeting Type | Contested-Special |
Ticker Symbol | LHO | Meeting Date | 06-Sep-2018 |
ISIN | US5179421087 | Agenda | 934862865 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| To approve the merger of LaSalle Hotel Properties with and into BRE Landmark L.P. and the other transactions contemplated by the Agreement and Plan of Merger, dated as of May 20, 2018 and as it may be amended from time to time, among LaSalle Hotel Properties, LaSalle Hotel Operating Partnership, L.P., BRE Landmark Parent L.P., BRE Landmark L.P. and BRE Landmark Acquisition L.P., as more particularly described in the Proxy Statement. |
| Management |
| For |
| For |
|
2. |
| To approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to LaSalle Hotel Properties’ named executive officers that is based on or otherwise relates to the merger, as more particularly described in the Proxy Statement. |
| Management |
| For |
| For |
|
3. |
| To approve any adjournment of the special meeting for the purpose of soliciting additional proxies if there are not sufficient votes at the special meeting to approve the merger and the other transactions contemplated by the merger agreement. |
| Management |
| For |
| For |
|
LASALLE HOTEL PROPERTIES
Security | 517942108 | Meeting Type | Contested-Special |
Ticker Symbol | LHO | Meeting Date | 06-Sep-2018 |
ISIN | US5179421087 | Agenda | 934862877 - Opposition |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| To approve the merger of LaSalle Hotel Properties with and into BRE Landmark L.P. and the other transactions contemplated by the Agreement and Plan of Merger, dated as of May 20, 2018 and as may be amended from time to time, among LaSalle Hotel Properties, LaSalle Hotel Operating Partnership, L.P., BRE Landmark Parent L.P., BRE Landmark L.P. and BRE Landmark Acquisition L.P. |
| Management |
| For |
| For |
|
2. |
| To approve, on a non-binding, advisory basis, The compensation that may be paid or become payable to LaSalle’s named executive officers that is based on or otherwise relates to the merger. |
| Management |
| For |
| For |
|
3. |
| To approve any adjournment of the Special Meeting for the purpose of soliciting additional proxies if there are not sufficient votes at the Special Meeting to approve the merger and the other transactions contemplated by the merger agreement. |
| Management |
| For |
| For |
|
XERIUM TECHNOLOGIES, INC.
Security | 98416J118 | Meeting Type | Special |
Ticker Symbol | XRM | Meeting Date | 06-Sep-2018 |
ISIN | US98416J1189 | Agenda | 934866469 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| To adopt Agreement & Plan of Merger, as it may be amended time to time, by & among Xerium Technologies, Inc., Andritz AG & XYZ Merger Sub, Inc., & approve transactions contemplated thereby, including merger of XYZ Merger Sub, Inc. with & into Xerium Tech., Inc., with Xerium Tech., Inc. continuing as surviving corp. & an indirect wholly owned subsidiary of Andritz AG. |
| Management |
| For |
| For |
|
2. |
| To approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate to solicit additional proxies if there are insufficient votes to approve the proposal to adopt the Agreement and Plan of Merger and approve the transactions contemplated thereby. |
| Management |
| For |
| For |
|
3. |
| To approve, by a non-binding advisory vote, the compensation arrangements disclosed in the accompanying proxy statement that may be payable to Xerium Technologies, Inc.’s named executive officers in connection with the completion of the merger. |
| Management |
| For |
| For |
|
ENVISION HEALTHCARE CORPORATION
Security | 29414D100 | Meeting Type | Annual |
Ticker Symbol | EVHC | Meeting Date | 11-Sep-2018 |
ISIN | US29414D1000 | Agenda | 934868374 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| To adopt the Agreement and Plan of Merger, dated as of June 10, 2018 (as it may be amended from time to time, the “merger agreement”), by and among Envision Healthcare Corporation, a Delaware corporation (“Envision” or the “Company”), Enterprise Parent Holdings Inc., a Delaware corporation (“Parent”) and Enterprise Merger Sub Inc., an indirect wholly owned subsidiary of Parent (the “Merger Sub”), pursuant to which Merger Sub will be merged with and into the Company (the “merger”). |
| Management |
| For |
| For |
|
2. |
| To approve, on an advisory (non-binding) basis, certain compensation that may be paid or become payable to Envision’s named executive officers in connection with the merger. |
| Management |
| For |
| For |
|
3. |
| To approve the adjournment of the annual meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the annual meeting to approve the proposal to adopt the merger agreement or in the absence of a quorum. |
| Management |
| For |
| For |
|
4A. |
| Election of Class II Director: John T. Gawaluck |
| Management |
| For |
| For |
|
4B. |
| Election of Class II Director: Joey A. Jacobs |
| Management |
| For |
| For |
|
4C. |
| Election of Class II Director: Kevin P. Lavender |
| Management |
| For |
| For |
|
4D. |
| Election of Class II Director: Leonard M. Riggs, Jr., M.D. |
| Management |
| For |
| For |
|
5. |
| To amend Envision’s Second Amended and Restated Certificate of Incorporation, dated December 1, 2016 to declassify the Board of Directors and to eliminate the Series A-1 Mandatory Convertible Preferred Stock. |
| Management |
| For |
| For |
|
6. |
| To approve, on an advisory (non-binding) basis, of the compensation of Envision’s named executive officers. |
| Management |
| For |
| For |
|
7. |
| To ratify the appointment of Deloitte & Touche LLP as Envision Healthcare Corporation’s independent registered public accounting firm for the year ending December 31, 2018. |
| Management |
| For |
| For |
|
CA, INC.
Security | 12673P105 | Meeting Type | Special |
Ticker Symbol | CA | Meeting Date | 12-Sep-2018 |
ISIN | US12673P1057 | Agenda | 934868451 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| To adopt the Agreement and Plan of Merger, dated as of July 11, 2018, as it may be amended from time to time, by and among CA, Inc., Broadcom Inc. and Collie Acquisition Corp. (the “merger agreement”). |
| Management |
| For |
| For |
|
2. |
| To approve any proposal to adjourn the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement. |
| Management |
| For |
| For |
|
3. |
| To approve, on an advisory (non-binding) basis, specified compensation that will or may become payable to the named executive officers of CA, Inc. in connection with the merger. |
| Management |
| For |
| For |
|
EDUCATION REALTY TRUST, INC.
Security | 28140H203 | Meeting Type | Special |
Ticker Symbol | EDR | Meeting Date | 14-Sep-2018 |
ISIN | US28140H2031 | Agenda | 934868893 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| To approve merger of Education Realty Trust, Inc. with & into GSHGIF REIT, an affiliate of Greystar Real Estate Partners, LLC (“REIT merger”), pursuant to Agreement & Plan of Merger (“merger agreement”), among Education Realty Trust, Inc., Education Realty Operating Partnership, LP, Education Realty OP GP, Inc., University Towers Operating Partnership, LP, University Towers OP GP, LLC & certain other affiliates of Greystar Real Estate Partners, LLC, as it may amended from time to time (“merger proposal”). |
| Management |
| For |
| For |
|
2. |
| To approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to the named executive officers of Education Realty Trust, Inc. that is based on or otherwise relates to the mergers contemplated by the merger agreement (the “merger related compensation proposal”). |
| Management |
| For |
| For |
|
3. |
| To approve any adjournment of the special meeting to a later date or time, if necessary or appropriate, including for the purpose of soliciting additional proxies if there are not sufficient votes at the time of the special meeting to approve the REIT merger (the “adjournment proposal”). |
| Management |
| For |
| For |
|
MB FINANCIAL, INC.
Security | 55264U108 | Meeting Type | Special |
Ticker Symbol | MBFI | Meeting Date | 18-Sep-2018 |
ISIN | US55264U1088 | Agenda | 934865366 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| A proposal (the “common stockholder merger proposal”) to approve the merger of MB Financial, Inc. (“MB Financial”) with a subsidiary of Fifth Third Bancorp (“Fifth Third”) pursuant to the Agreement and Plan of Merger, dated as of May 20, 2018 (as such agreement may from time to time be amended), by and among Fifth Third, Fifth Third Financial Corporation (“Intermediary”) and MB Financial. |
| Management |
| Against |
| Against |
|
2. |
| A proposal (the “charter amendment proposal”) to approve an amendment to the charter of MB Financial and the articles supplementary to the charter of MB Financial relating to the MB Financial preferred stock that would give the holders of MB Financial preferred stock the right to vote with the holders of MB Financial common stock as a single class on all matters submitted to a vote of such common stockholders |
| Management |
| Against |
| Against |
|
3. |
| A proposal to approve, on a non-binding, advisory basis, the compensation to be paid to MB Financial’s named executive officers that is based on or otherwise relates to the merger. |
| Management |
| Against |
| Against |
|
4. |
| A proposal to approve one or more adjournments of the Meeting, if necessary or appropriate to permit further solicitation of proxies from the holders of MB Financial common stock in favor of the common stockholder merger proposal and/or the charter amendment proposal. |
| Management |
| For |
| For |
|
RENT-A-CENTER, INC.
Security | 76009N100 | Meeting Type | Special |
Ticker Symbol | RCII | Meeting Date | 18-Sep-2018 |
ISIN | US76009N1000 | Agenda | 934869542 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| To adopt and approve (a) Agreement and Plan of Merger, dated as of June 17, 2018, as it may be amended from time to time, by and among Rent-A-Center, Inc., Vintage Rodeo Parent, LLC and Vintage Rodeo Acquisition, Inc. (the “merger agreement”), and (b) the transactions contemplated by the merger agreement, including, without limitation, the merger (“merger proposal”). |
| Management |
| Against |
| Against |
|
2. |
| To approve, on a non-binding, advisory basis, specified compensation that may become payable by Rent-A- Center, Inc. to its named executive officers in connection with the merger. |
| Management |
| Against |
| Against |
|
3. |
| To approve one or more adjournments of the special meeting to a later date or dates, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes to approve the merger proposal at the time of the special meeting or any adjournment or postponement of the special meeting. |
| Management |
| For |
| For |
|
STATE BANK FINANCIAL CORPORATION
Security | 856190103 | Meeting Type | Special |
Ticker Symbol | STBZ | Meeting Date | 18-Sep-2018 |
ISIN | US8561901039 | Agenda | 934862853 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| Proposal to approve the Agreement and Plan of Merger, dated as of May 11, 2018, as it may be amended from time to time, by and between State Bank Financial Corporation (“State Bank”) and Cadence Bancorporation (“Cadence”), pursuant to which State Bank will merge with and into Cadence (the “merger proposal”). |
| Management |
| For |
| For |
|
2. |
| Proposal to approve on a non-binding, advisory basis the compensation that may be paid or become payable to the named executive officers of State Bank that is based on or otherwise relates to the merger. |
| Management |
| For |
| For |
|
3. |
| Proposal to approve one or more adjournments of the State Bank special meeting, if necessary or appropriate, including adjournments to permit further solicitation of proxies in favor of the merger proposal. |
| Management |
| For |
| For |
|
ANDEAVOR
Security | 03349M105 | Meeting Type | Special |
Ticker Symbol | ANDV | Meeting Date | 24-Sep-2018 |
ISIN | US03349M1053 | Agenda | 934865948 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| To adopt the Agreement and Plan of Merger, dated as of April 29, 2018, among Andeavor, Marathon Petroleum Corporation, Mahi Inc. and Mahi LLC, as such agreement may be amended from time to time, which is referred to as the merger agreement. |
| Management |
| For |
| For |
|
2. |
| To approve, by a non-binding advisory vote, certain compensation that may be paid or become payable to Andeavor’s named executive officers that is based on or otherwise relates to the merger contemplated by the merger agreement. |
| Management |
| For |
| For |
|
3. |
| To adjourn the special meeting, if reasonably necessary to provide stockholders with any required supplement or amendment to the joint proxy statement/prospectus or to solicit additional proxies in the event there are not sufficient votes at the time of the special meeting to approve Proposal 1 |
| Management |
| For |
| For |
|
ENERCARE INC.
Security | 29269C207 | Meeting Type | Special |
Ticker Symbol | CSUWF | Meeting Date | 24-Sep-2018 |
ISIN | CA29269C2076 | Agenda | 934871218 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1 |
| To approve, with or without variation, a special resolution, the full text of which is set forth in Appendix A to the accompanying management information circular of Enercare Inc. (the “Circular”), approving a statutory plan of arrangement under section 192 of the Canada Business Corporations Act, all as more particularly described in the Circular. |
| Management |
| For |
| For |
|
JOHN LAING INFRASTRUCTURE FUND LTD.
Security | G5146X104 | Meeting Type | Court Meeting |
Ticker Symbol |
| Meeting Date | 24-Sep-2018 |
ISIN | GG00B4ZWPH08 | Agenda | 709906222 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1 |
| THAT THE SCHEME BETWEEN THE COMPANY AND THE SCHEME SHAREHOLDERS, A PRINT OF WHICH HAS BEEN PRODUCED TO THIS MEETING AND, FOR THE PURPOSES OF IDENTIFICATION SIGNED BY THE CHAIRMAN HEREOF, IN ITS ORIGINAL FORM OR WITH OR SUBJECT TO ANY MODIFICATION, ADDITION OR CONDITION APPROVED OR IMPOSED BY THE COURT, BE APPROVED |
| Management |
| For |
| For |
|
CMMT |
| PLEASE NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION FOR THIS MEETING TYPE.-PLEASE CHOOSE BETWEEN “FOR” AND “AGAINST” ONLY. SHOULD YOU CHOOSE TO VOTE-ABSTAIN FOR THIS MEETING THEN YOUR VOTE WILL BE DISREGARDED BY THE ISSUER OR-ISSUERS AGENT |
| Non-Voting |
|
|
|
|
|
JOHN LAING INFRASTRUCTURE FUND LTD.
Security | G5146X104 | Meeting Type | ExtraOrdinary General Meeting |
Ticker Symbol |
| Meeting Date | 24-Sep-2018 |
ISIN | GG00B4ZWPH08 | Agenda | 709906234 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1 |
| THAT: 1. THE DIRECTORS OF THE COMPANY BE AUTHORISED TO TAKE ALL SUCH ACTION AS THEY MAY CONSIDER NECESSARY, DESIRABLE OR APPROPRIATE FOR CARRYING THE SCHEME INTO EFFECT; AND 2. WITH EFFECT FROM THE PASSING OF THIS RESOLUTION, THE ARTICLES OF INCORPORATION OF THE COMPANY BE AND ARE HEREBY AMENDED BY THE ADOPTION AND INCLUSION OF THE NEW ARTICLE 55, AS SET OUT IN THE NOTICE OF THE EGM |
| Management |
| For |
| For |
|
FIRST CONNECTICUT BANCORP, INC.
Security | 319850103 | Meeting Type | Special |
Ticker Symbol | FBNK | Meeting Date | 25-Sep-2018 |
ISIN | US3198501039 | Agenda | 934870773 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| The approval of the Agreement and Plan of Merger, dated as of June 18, 2018, by and between First Connecticut Bancorp, Inc. (“First Connecticut”) and People’s United Financial, Inc. and the transactions contemplated thereby (the “merger proposal”). |
| Management |
| For |
| For |
|
2. |
| The approval, on a non-binding, advisory basis, of the compensation that certain executive officers of First Connecticut may receive that is based on or otherwise relates to the merger. |
| Management |
| For |
| For |
|
3. |
| The approval of one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the merger proposal. |
| Management |
| For |
| For |
|
AV HOMES, INC.
Security | 00234P102 | Meeting Type | Special |
Ticker Symbol | AVHI | Meeting Date | 26-Sep-2018 |
ISIN | US00234P1021 | Agenda | 934872676 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| To adopt the Agreement and Plan of Merger (“merger agreement”), by and among AV Homes, Inc. (“AV Homes”), Taylor Morrison Home Corporation (“Taylor Morrison”) and Thor Merger Sub, Inc. (“Merger Sub”), pursuant to which Merger Sub will merge with and into AV Homes with AV Homes continuing as surviving entity and a subsidiary of Taylor Morrison (the “merger”). |
| Management |
| For |
| For |
|
2. |
| To approve, on an advisory (non-binding) basis, certain compensation that may become payable to the named executive officers of AV Homes in connection with the merger. |
| Management |
| For |
| For |
|
3. |
| To approve the adjournment 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. |
| Management |
| For |
| For |
|
USG CORPORATION
Security | 903293405 | Meeting Type | Special |
Ticker Symbol | USG | Meeting Date | 26-Sep-2018 |
ISIN | US9032934054 | Agenda | 934871713 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| Adopt the Agreement and Plan of Merger, dated June 10, 2018 (“merger agreement”), among USG Corporation (“Company”), Gebr. Knauf KG (“Knauf”) and World Cup Acquisition Corporation, a wholly-owned subsidiary of Knauf (“Merger Sub”), pursuant to which Merger Sub will merge into Company (“merger”) with Company continuing as a wholly-owned subsidiary of Knauf. |
| Management |
| For |
| For |
|
2. |
| To approve, on a non-binding, advisory basis, the compensation payments that will or may be paid or become payable to the Company’s named executive officers and that are based on or otherwise relate to the merger and the agreements and understandings pursuant to which such compensation will or may be paid or become payable. |
| Management |
| For |
| For |
|
3. |
| To approve the adjournment of the special meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement or in the absence of a quorum. |
| Management |
| For |
| For |
|
COBIZ FINANCIAL INC.
Security | 190897108 | Meeting Type | Special |
Ticker Symbol | COBZ | Meeting Date | 27-Sep-2018 |
ISIN | US1908971088 | Agenda | 934869934 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| Merger Proposal. The approval of the Agreement and Plan of Merger by and among CoBiz Financial Inc, BOK Financial Corporation and BOKF Merger Corporation Number Sixteen. |
| Management |
| For |
| For |
|
2. |
| Compensation Proposal. An advisory (nonbinding) shareholder approval of executive compensation that certain executive officers of CoBiz Financial Inc. may receive that is based on or otherwise relates to the merger. |
| Management |
| For |
| For |
|
3. |
| Adjournment Proposal. The approval of one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the merger proposal. |
| Management |
| For |
| For |
|
SYNTEL, INC.
Security | 87162H103 | Meeting Type | Special |
Ticker Symbol | SYNT | Meeting Date | 01-Oct-2018 |
ISIN | US87162H1032 | Agenda | 934873147 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1 |
| To approve the Agreement and Plan Merger, dated as of July 20, 2018, by and among Syntel, Inc., Atos S.E. and Green Merger Sub Inc. |
| Management |
| For |
| For |
|
2 |
| To approve, by a non-binding advisory vote, certain compensation arrangements for Syntel, Inc.’s named executive officers in connection with the merger. |
| Management |
| For |
| For |
|
3 |
| To adjourn the special meeting, if necessary or appropriate, including if there are not holders of a sufficient number of shares of Syntel, Inc.’s common stock present or represented by proxy at the special meeting to constitute a quorum. |
| Management |
| For |
| For |
|
CONVERGYS CORPORATION
Security | 212485106 | Meeting Type | Special |
Ticker Symbol | CVG | Meeting Date | 03-Oct-2018 |
ISIN | US2124851062 | Agenda | 934875266 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| To adopt the Agreement and Plan of Merger, as amended, by and among Convergys, SYNNEX, Delta Merger Sub I, Inc. and Concentrix CVG Corp. |
| Management |
| For |
| For |
|
2. |
| To approve the adjournment of the Convergys special meeting, if necessary, to solicit additional proxies if there are not sufficient votes to adopt the merger agreement at the time of the Convergys special meeting or any adjournment or postponement thereof. |
| Management |
| For |
| For |
|
3. |
| To approve, on an advisory (non-binding) basis, compensation that will or may be paid or provided by Convergys to its named executive officers in connection with the mergers. |
| Management |
| For |
| For |
|
ESURE GROUP PLC
Security | G3205Z110 | Meeting Type | Court Meeting |
Ticker Symbol |
| Meeting Date | 03-Oct-2018 |
ISIN | GB00B8KJH563 | Agenda | 709920804 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1 |
| FOR THE PURPOSE OF CONSIDERING, AND IF THOUGHT FIT, APPROVING (WITH OR WITHOUT MODIFICATION) A SCHEME OF ARRANGEMENT PURSUANT TO PART 26 OF THE COMPANIES ACT 2006 (THE “SCHEME”) BETWEEN THE COMPANY AND THE SCHEME SHAREHOLDERS (AS DEFINED IN THE SCHEME DOCUMENT) |
| Management |
| For |
| For |
|
CMMT |
| PLEASE NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION FOR THIS MEETING TYPE.-PLEASE CHOOSE BETWEEN “FOR” AND “AGAINST” ONLY. SHOULD YOU CHOOSE TO VOTE-ABSTAIN FOR THIS MEETING THEN YOUR VOTE WILL BE DISREGARDED BY THE ISSUER OR-ISSUERS AGENT. |
| Non-Voting |
|
|
|
|
|
ESURE GROUP PLC
Security | G3205Z110 | Meeting Type | Ordinary General Meeting |
Ticker Symbol |
| Meeting Date | 03-Oct-2018 |
ISIN | GB00B8KJH563 | Agenda | 709920816 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1 |
| TO IMPLEMENT THE SCHEME, AS SET OUT IN THE NOTICE OF GENERAL MEETING, INCLUDING THE AMENDMENT TO THE ARTICLES OF ASSOCIATION OF THE COMPANY |
| Management |
| For |
| For |
|
2 |
| TO APPROVE THE ROLLOVER ARRANGEMENTS, AS SUMMARISED IN PART I (LETTER FROM THE CHAIRMAN OF THE COMMITTEE OF INDEPENDENT DIRECTORS) OF THE SCHEME DOCUMENT, IN OR SUBSTANTIALLY IN, SUCH FORM FOR THE PURPOSES OF RULE 16 OF THE CODE, NOTWITHSTANDING THAT SUCH ARRANGEMENTS ARE NOT EXTENDED TO ALL SHAREHOLDERS OF THE COMPANY |
| Management |
| For |
| For |
|
SODASTREAM INTERNATIONAL LTD
Security | M9068E105 | Meeting Type | Special |
Ticker Symbol | SODA | Meeting Date | 09-Oct-2018 |
ISIN | IL0011213001 | Agenda | 934878717 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| Approval of the proposed acquisition of the Company by PepsiCo Ventures B.V. (“Buyer”), a wholly-owned subsidiary of PepsiCo, Inc. (“PepsiCo”), including the approval of: (i) the Agreement and Plan of Merger, dated as of August 20, 2018 (as it may be amended from time to time, the “merger agreement”), pursuant to which Saturn Merger Sub Ltd., a direct wholly-owned subsidiary of Buyer (“Merger Sub”), will merge with and into the Company, so that the Company will be the surviving company and will become a direct wholly-owned subsidiary of Buyer (the “merger”). |
| Management |
| For |
| For |
|
1A. |
| The undersigned confirms that he, she or it is not (i) PepsiCo, Buyer, Merger Sub or any person or entity holding, directly or indirectly, 25% or more of the voting power or the right to appoint the chief executive officer or 25% or more of the directors of PepsiCo, Buyer or Merger Sub; (ii) a person or entity acting on behalf of PepsiCo, Buyer, Merger Sub or a person or entity described in clause (i) above; or (iii) a family member of, or an entity controlled by, PepsiCo, Buyer. MARK “FOR” = “YES” OR “AGAINST” = “NO”. |
| Management |
| For |
| For |
|
WEB.COM GROUP, INC.
Security | 94733A104 | Meeting Type | Special |
Ticker Symbol | WEB | Meeting Date | 10-Oct-2018 |
ISIN | US94733A1043 | Agenda | 934875672 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| To vote for the adoption of the Amended and Restated Agreement and Plan of Merger, dated as of August 5, 2018, by and among Parker Private Holdings II, LLC (Parent), Parker Private Merger Sub, Inc. and Web.com Group, Inc., and approve the transactions contemplated thereby, including the merger of Parker Private Merger Sub, Inc., with Web.com Group, Inc. (the “Merger”), with Web.com Group, Inc. continuing as the surviving corporation and wholly-owned subsidiary of Parent (the “Merger Proposal”). |
| Management |
| For |
| For |
|
2. |
| Approve, on an advisory basis, compensation that may be paid or become payable to Web.com’s named executive officers, in connection with the Merger. |
| Management |
| For |
| For |
|
3. |
| Approve the adjournment or postponement of the Special Meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes to approve the Merger Proposal. |
| Management |
| For |
| For |
|
PERRY ELLIS INTERNATIONAL, INC.
Security | 288853104 | Meeting Type | Special |
Ticker Symbol | PERY | Meeting Date | 18-Oct-2018 |
ISIN | US2888531041 | Agenda | 934877222 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| To adopt the Agreement and Plan of Merger, dated as of June 15, 2018, by and among Perry Ellis International, Inc., Feldenkreis Holdings LLC, and GF Merger Sub, Inc. |
| Management |
| Against |
| Against |
|
2. |
| To approve, on an advisory (non-binding) basis, the “golden parachute compensation.” |
| Management |
| Against |
| Against |
|
3. |
| To adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies. |
| Management |
| Against |
| Against |
|
SUPERVALU INC.
Security | 868536301 | Meeting Type | Special |
Ticker Symbol | SVU | Meeting Date | 18-Oct-2018 |
ISIN | US8685363017 | Agenda | 934879872 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1 |
| Adopt the Agreement and Plan of Merger, (as it may be amended from time to time, the “merger agreement”), by and among SUPERVALU INC., a Delaware corp. (“SUPERVALU,” or “Company”), SUPERVALU Enterprises, Inc., a Delaware corp. and a wholly owned subsidiary of SUPERVALU, United Natural Foods, Inc., a Delaware corp. and Jedi Merger Sub, Inc., a Delaware corp. and a wholly owned subsidiary of UNFI (“Merger Sub”), pursuant to Merger Sub will be merged with & into Company(“merger”), with Company surviving merger as a wholly owned subsidiary of UNFI. |
| Management |
| Abstain |
| Against |
|
2 |
| A proposal to approve, on an advisory (non-binding) basis, certain compensation that may be paid or become payable to the Company’s named executive officers in connection with the merger. |
| Management |
| Abstain |
| Against |
|
3 |
| A proposal to approve the adjournment of the special meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement or in the absence of a quorum. |
| Management |
| Abstain |
| Against |
|
PINNACLE FOODS INC.
Security | 72348P104 | Meeting Type | Special |
Ticker Symbol | PF | Meeting Date | 23-Oct-2018 |
ISIN | US72348P1049 | Agenda | 934878995 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| Adopt the Agreement and Plan of Merger, dated as of June 26, 2018, as it may be amended from time to time (the “merger agreement”), by and among Pinnacle Foods Inc., a Delaware corporation, Conagra Brands Inc., a Delaware corporation, and Patriot Merger Sub Inc., a Delaware corporation. |
| Management |
| For |
| For |
|
2. |
| Approve, on a non-binding, advisory basis, the compensation that may be paid or may become payable to Pinnacle Foods Inc.’s named executive officers in connection with, or following, the closing of the merger contemplated by the merger agreement. |
| Management |
| For |
| For |
|
3. |
| Approve adjournments of the Special Meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to adopt the merger agreement at the time of the Special Meeting. |
| Management |
| For |
| For |
|
LIFEPOINT HEALTH, INC.
Security | 53219L109 | Meeting Type | Special |
Ticker Symbol | LPNT | Meeting Date | 29-Oct-2018 |
ISIN | US53219L1098 | Agenda | 934883352 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| To adopt the Agreement and Plan of Merger, dated as of July 22, 2018, as it may be amended from time to time, by and among LifePoint Health, Inc., RegionalCare Hospital Partners Holdings, Inc. (D/B/A RCCH HealthCare Partners) and Legend Merger Sub, Inc. |
| Management |
| For |
| For |
|
2. |
| To approve one or more adjournments of the special meeting, if necessary or advisable, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the Agreement and Plan of Merger. |
| Management |
| For |
| For |
|
3. |
| To approve, on an advisory (non-binding) basis, the golden parachute compensation that may be payable to LifePoint Health, Inc.’s named executive officers in connection with the consummation of the merger. |
| Management |
| For |
| For |
|
ENBRIDGE INCOME FUND HOLDINGS INC.
Security | 29251R105 | Meeting Type | Special |
Ticker Symbol | EBGUF | Meeting Date | 06-Nov-2018 |
ISIN | CA29251R1055 | Agenda | 934886942 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1 |
| A special resolution, the full text of which is set forth in Appendix A to the Management Information Circular of Enbridge Income Fund Holdings Inc. dated October 3, 2018 (the “Information Circular”), approving, with or without variation, an arrangement involving Enbridge Income Fund Holdings Inc., Enbridge Inc. and the Shareholders of Enbridge Income Fund Holdings Inc. under section 193 of the Business Corporations Act (Alberta), all as more particularly described in the Information Circular. |
| Management |
| For |
| For |
|
JARDINE LLOYD THOMPSON GROUP PLC
Security | G55440104 | Meeting Type | Court Meeting |
Ticker Symbol |
| Meeting Date | 07-Nov-2018 |
ISIN | GB0005203376 | Agenda | 710050523 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
CMMT |
| PLEASE NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION FOR THIS MEETING TYPE.-PLEASE CHOOSE BETWEEN “FOR” AND “AGAINST” ONLY. SHOULD YOU CHOOSE TO VOTE-ABSTAIN FOR THIS MEETING THEN YOUR VOTE WILL BE DISREGARDED BY THE ISSUER OR-ISSUERS AGENT |
| Non-Voting |
|
|
|
|
|
1 |
| FOR THE PURPOSE OF CONSIDERING AND, IF THOUGHT FIT, APPROVING (WITH OR WITHOUT MODIFICATION) A SCHEME OF ARRANGEMENT PURSUANT TO PART 26 OF THE COMPANIES ACT 2006 (AS AMENDED) (THE “SCHEME”) BETWEEN THE COMPANY AND THE SCHEME SHAREHOLDERS |
| Management |
| For |
| For |
|
JARDINE LLOYD THOMPSON GROUP PLC
Security | G55440104 | Meeting Type | Ordinary General Meeting |
Ticker Symbol |
| Meeting Date | 07-Nov-2018 |
ISIN | GB0005203376 | Agenda | 710050535 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1 |
| TO GIVE EFFECT TO THE SCHEME, INCLUDING AUTHORISING THE DIRECTORS OF THE COMPANY (OR A DULY AUTHORISED COMMITTEE OF THE DIRECTORS) TO TAKE ALL SUCH ACTION AS THEY MAY CONSIDER NECESSARY OR APPROPRIATE FOR CARRYING THE SCHEME INTO EFFECT, AND AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY, AS SET OUT IN THE NOTICE OF GENERAL MEETING |
| Management |
| For |
| For |
|
K2M GROUP HOLDINGS, INC.
Security | 48273J107 | Meeting Type | Special |
Ticker Symbol | KTWO | Meeting Date | 07-Nov-2018 |
ISIN | US48273J1079 | Agenda | 934886334 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| Adoption of the Agreement and Plan of Merger, dated as of August 29, 2018 (as it may be amended from time to time), by and among Stryker Corporation, Austin Merger Sub Corp. (“Merger Sub”) and K2M Group Holdings, Inc. (“K2M”) and approval of the transactions contemplated thereby, including the merger of Merger Sub with and into K2M (the “merger proposal”). |
| Management |
| For |
| For |
|
2. |
| Approval, on a non-binding advisory basis, of certain compensation that will or may be paid by K2M to its named executive officers that is based on or otherwise relates to the merger of Merger Sub with and into K2M (the “named executive officer merger-related compensation proposal”). |
| Management |
| For |
| For |
|
3. |
| Approval of the adjournment of the special meeting of K2M stockholders to a later date or dates, if necessary or appropriate, for the purpose of soliciting additional votes for the approval of the merger proposal if there are insufficient votes to approve the merger proposal at the time of the special meeting (the “adjournment proposal”). |
| Management |
| For |
| For |
|
THE DUN & BRADSTREET CORPORATION
Security | 26483E100 | Meeting Type | Special |
Ticker Symbol | DNB | Meeting Date | 07-Nov-2018 |
ISIN | US26483E1001 | Agenda | 934884607 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| Adopt the Agreement and Plan of Merger, dated as of August 8, 2018, among The Dun & Bradstreet Corporation, Star Parent, L.P. and Star Merger Sub, Inc. (as may be amended from time to time, the “merger agreement”). |
| Management |
| For |
| For |
|
2. |
| Approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to The Dun & Bradstreet Corporation’s named executive officers in connection with the merger. |
| Management |
| For |
| For |
|
3. |
| Approve the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to adopt the merger agreement. |
| Management |
| For |
| For |
|
KMG CHEMICALS, INC.
Security | 482564101 | Meeting Type | Special |
Ticker Symbol | KMG | Meeting Date | 13-Nov-2018 |
ISIN | US4825641016 | Agenda | 934886904 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| Proposal to approve and adopt the Agreement and Plan of Merger, dated as of August 14, 2018, as it may be amended from time to time, by and among KMG Chemicals, Inc., Cabot Microelectronics Corporation and Cobalt Merger Sub Corporation (the “Agreement and Plan of Merger”). |
| Management |
| For |
| For |
|
2. |
| Proposal to approve the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve the Agreement and Plan of Merger if there are insufficient votes to approve the proposal to approve the Agreement and Plan of Merger at the time of the special meeting or any adjournment or postponement thereof. |
| Management |
| For |
| For |
|
3. |
| Proposal to approve by non-binding, advisory vote, certain compensation arrangements for KMG’s named executive officers in connection with the merger contemplated by the Agreement and Plan of Merger. |
| Management |
| For |
| For |
|
FOREST CITY REALTY TRUST, INC.
Security | 345605109 | Meeting Type | Special |
Ticker Symbol | FCEA | Meeting Date | 15-Nov-2018 |
ISIN | US3456051099 | Agenda | 934889568 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| Forest City Realty Trust, Inc. and the other transactions contemplated by the Agreement and Plan of Merger, and as it may be amended from time to time, among Forest City Realty Trust, Inc., Antlia Holdings LLC and Antlia Merger Sub Inc., as more particularly described in the Proxy Statement. |
| Management |
| For |
| For |
|
2. |
| To approve, by a non-binding, advisory vote, certain compensation arrangements for Forest City Realty Trust, Inc.’s named executive officers in connection with the merger, as more particularly described in the Proxy Statement. |
| Management |
| For |
| For |
|
3. |
| To approve any adjournments of the special meeting for the purpose of soliciting additional proxies if there are not sufficient votes at the special meeting to approve proposal 1, as more particularly described in the Proxy Statement. |
| Management |
| For |
| For |
|
GREEN BANCORP INC.
Security | 39260X100 | Meeting Type | Special |
Ticker Symbol | GNBC | Meeting Date | 15-Nov-2018 |
ISIN | US39260X1000 | Agenda | 934889520 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| Green Merger Proposal: Approval of the Agreement and Plan of Reorganization, dated July 23, 2018, by and among Veritex Holdings, Inc. (“Veritex”), MustMS, Inc., a wholly owned subsidiary of Veritex, and Green Bancorp, Inc. |
| Management |
| For |
| For |
|
2. |
| Adjournment: Approval of the adjournment of the Green Special Meeting, if necessary or appropriate, to solicit additional proxies in favor of the Green merger proposal. |
| Management |
| For |
| For |
|
THE NAVIGATORS GROUP, INC.
Security | 638904102 | Meeting Type | Special |
Ticker Symbol | NAVG | Meeting Date | 16-Nov-2018 |
ISIN | US6389041020 | Agenda | 934889013 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| To consider and vote on a proposal to adopt the Agreement and Plan of Merger, by and among The Navigators Group, Inc. (the “Company”), The Hartford Financial Services Group, Inc. (“Parent”), and Renato Acquisition Co., a direct wholly owned subsidiary of Parent (“Merger Sub”), with the Company surviving as a wholly owned subsidiary of Parent. |
| Management |
| For |
| For |
|
2. |
| To consider and vote on a proposal to approve, by a non-binding advisory vote, the compensation that may be paid or become payable to the Company’s named executive officers that is based on or otherwise relates to the merger. |
| Management |
| For |
| For |
|
3. |
| To consider and vote on a proposal to adjourn the special meeting to a later date or time if necessary or appropriate, including to solicit additional proxies in favor of the proposal to adopt the merger agreement if there are insufficient votes at the time of the special meeting to adopt the merger agreement. |
| Management |
| For |
| For |
|
MAZOR ROBOTICS LTD.
Security | 57886P103 | Meeting Type | Special |
Ticker Symbol | MZOR | Meeting Date | 19-Nov-2018 |
ISIN | US57886P1030 | Agenda | 934892856 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| Approval (pursuant to Section 320 of the ICL) of: (i) the merger of Belinom Ltd. (“Merger Sub”) (an entity wholly owned by Given Imaging Ltd., Oridion Medical 1987 Ltd., Oridion Systems Ltd., Covidien Israel Holdings Ltd. (collectively and individually, “Parent”)) with and into Mazor, pursuant to Sections 314 through 327 of the ICL, following which Merger Sub will cease to exist and Mazor will become collectively wholly owned by Parent and Covidien Group S.a.r.l (“CovLux”) ...(Due to space limits, see proxy material for full proposal). |
| Management |
| For |
| For |
|
1A. |
| The undersigned is Parent, Merger Sub or any person or entity holding at least 25% of the means of control of either Parent or Merger Sub, or any person or entity acting on behalf of either Parent or Merger Sub or any family member of, or entity controlled by, any of the foregoing (a “Medtronic affiliated party”). Check the box “NO” to confirm that you are not a Medtronic affiliated party. Otherwise, check the box “YES” if you are a Medtronic affiliated party. (THIS ITEM MUST BE COMPLETED) MARK FOR = YES or AGAINST = NO |
| Management |
| Against |
| For |
|
1B. |
| The undersigned is a controlling shareholder of Mazor or has a personal interest in the approval of the Merger Proposal. Check the box “NO” to confirm that you are not a controlling shareholder of Mazor and do not have a personal interest in the approval of the Merger Proposal. Otherwise, check the box “YES” if you are a controlling shareholder of Mazor or have a personal interest in the approval of the Merger Proposal. (THIS ITEM MUST BE COMPLETED) MARK FOR = YES or AGAINST = NO |
| Management |
| Against |
| For |
|
ZOE’S KITCHEN, INC.
Security | 98979J109 | Meeting Type | Special |
Ticker Symbol | ZOES | Meeting Date | 20-Nov-2018 |
ISIN | US98979J1097 | Agenda | 934888655 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| To adopt the Agreement and Plan of Merger (“Merger Agreement”), by and among the Company, Cava Group, Inc., a Delaware corporation (“Parent”), and Pita Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and any novation thereof in accordance with its terms, pursuant to which, subject to the terms and conditions of the Merger Agreement, Merger Sub will merge with and into the Company (the “Merger”), (the “Merger Proposal”). |
| Management |
| For |
| For |
|
2. |
| To approve, on an advisory (non-binding) basis, specified compensation that may become payable to the named executive officers of the Company in connection with the Merger. |
| Management |
| For |
| For |
|
3. |
| To approve one or more adjournments of the Special Meeting to a later date or dates, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the Special Meeting or any adjournment or postponement of the Special Meeting to approve the Merger Proposal. |
| Management |
| For |
| For |
|
ZOE’S KITCHEN, INC.
Security | 98979J109 | Meeting Type | Special |
Ticker Symbol | ZOES | Meeting Date | 20-Nov-2018 |
ISIN | US98979J1097 | Agenda | 934893961 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| To adopt the Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”), dated as of August 16, 2018, by and among the Company, Cava Group, Inc., a Delaware corporation (“Parent”), and Pita Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and any novation thereof in accordance with its terms, Merger Sub will merge with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent. |
| Management |
| For |
| For |
|
2. |
| To approve, on an advisory (non-binding) basis, specified compensation that may become payable to the named executive officers of the Company in connection with the Merger. |
| Management |
| For |
| For |
|
3. |
| To approve one or more adjournments of the Special Meeting to a later date or dates, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the Special Meeting or any adjournment or postponement of the Special Meeting to approve the Merger Proposal. |
| Management |
| For |
| For |
|
ENERGEN CORPORATION
Security | 29265N108 | Meeting Type | Special |
Ticker Symbol | EGN | Meeting Date | 27-Nov-2018 |
ISIN | US29265N1081 | Agenda | 934894002 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| To approve the Agreement and Plan of Merger, dated August 14, 2018, by and among Diamondback Energy, Inc., Sidewinder Merger Sub Inc. and Energen Corporation (as it may be amended from time to time, the “Merger Agreement”) |
| Management |
| For |
| For |
|
2. |
| To approve, by a non-binding advisory vote, certain compensation that may be paid or become payable to Energen Corporation’s named executive officers that is based on or otherwise relates to the merger contemplated by the Merger Agreement |
| Management |
| For |
| For |
|
FCB FINANCIAL HOLDINGS, INC.
Security | 30255G103 | Meeting Type | Special |
Ticker Symbol | FCB | Meeting Date | 29-Nov-2018 |
ISIN | US30255G1031 | Agenda | 934896121 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| Merger Proposal: To adopt the Agreement and Plan of Merger, dated as of July 23, 2018, as it may be amended from time to time, by and among Synovus Financial Corp. (“Synovus”), Azalea Merger Sub Corp., a wholly-owned subsidiary of Synovus, and FCB Financial Holdings, Inc. (“FCB”) and the transactions contemplated thereby. |
| Management |
| For |
| For |
|
2. |
| Compensation Proposal: To approve, on a non-binding, advisory basis, the compensation to be paid to FCB’s named executive officers that is based on or otherwise relates to the merger. |
| Management |
| For |
| For |
|
3. |
| Adjournment Proposal: To approve the adjournment of the FCB special meeting, if necessary or appropriate to permit further solicitation of proxies in favor of the merger proposal. |
| Management |
| For |
| For |
|
OCEAN RIG UDW INC
Security | G66964118 | Meeting Type | Special |
Ticker Symbol | ORIG | Meeting Date | 29-Nov-2018 |
ISIN | KYG669641188 | Agenda | 934891412 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| Approval of a special resolution pursuant to the Cayman Islands Companies Law (2018 Revision) of the laws of the Cayman Islands and the Second Amended and Restated Memorandum and Articles of Association (the “Articles”) of Ocean Rig UDW Inc. (“Ocean rig”) to approve the merger agreement, dated as of September 3, 2018 (the “Merger Agreement”), by and among Ocean Rig, Transocean Ltd. (“Transocean”), Transocean Oceanus Holdings Limited, and Transocean Oceanus Limited (“Merger Sub”), and the transactions contemplated thereby. |
| Management |
| For |
| For |
|
2. |
| Approval of adjournments of the Ocean Rig Extraordinary General Meeting, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the meeting to approve the Merger Agreement. |
| Management |
| For |
| For |
|
1a. |
| Election to be a Drag-Along Seller (as defined in the Articles) and to authorize the officers of Transocean to take all such actions to effect the transactions contemplated by the Merger Agreement as a Drag-Along Sale (as defined in the Articles) in accordance with Article 6.2.2 of the Articles, to the extent permitted thereunder and Transocean determines it is advisable to pursue a Drag-Along Sale, provided that in all cases the Merger Agreement has not been terminated in accordance with its terms. |
| Management |
| For |
| For |
|
SHIRE PLC
Security | 82481R106 | Meeting Type | Special |
Ticker Symbol | SHPG | Meeting Date | 05-Dec-2018 |
ISIN | US82481R1068 | Agenda | 934899622 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| To approve the Scheme of Arrangement. |
| Management |
| For |
| For |
|
2. |
| Special Resolution: THAT for the purpose of giving effect to the Scheme of Arrangement: (1) the Board of Directors of the Company (the “Board”) be authorized to take all such action as they may consider necessary or appropriate for carrying the Scheme of Arrangement into effect, (2) the articles of association of the Company be amended by the adoption and inclusion of a new Article 154 and (3) conditional upon and with effect from the sanctioning of the Scheme of Arrangement ...(due to space limits, see proxy material for full proposal). |
| Management |
| For |
| For |
|
SONIC CORP.
Security | 835451105 | Meeting Type | Special |
Ticker Symbol | SONC | Meeting Date | 06-Dec-2018 |
ISIN | US8354511052 | Agenda | 934897755 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| To adopt the Agreement and Plan of Merger, dated as of September 24, 2018 (the merger agreement), among Inspire Brands, Inc., SSK Merger Sub, Inc., and Sonic Corp. (the merger). |
| Management |
| For |
| For |
|
2. |
| To approve, on a non-binding advisory basis, specified compensation that may be paid or become payable to the named executive officers of Sonic Corp. in connection with the merger and contemplated by the merger agreement. |
| Management |
| For |
| For |
|
3. |
| To approve one or more 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 approve the proposal to adopt the merger agreement. |
| Management |
| For |
| For |
|
ASPEN INSURANCE HOLDINGS LIMITED
Security | G05384105 | Meeting Type | Special |
Ticker Symbol | AHL | Meeting Date | 10-Dec-2018 |
ISIN | BMG053841059 | Agenda | 934898389 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| To approve an amendment to Aspen’s bye-laws to reduce the shareholder vote required to approve a merger with any third party from the affirmative vote of at least 66% of the voting power of the shares entitled to vote at a meeting of the shareholders to a simple majority of the votes cast at a meeting of the shareholders. |
| Management |
| For |
| For |
|
2. |
| To approve the merger agreement, the statutory merger agreement required in accordance with Section 105 of the Bermuda Companies Act 1981, as amended, and the merger. |
| Management |
| For |
| For |
|
3. |
| To approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to Aspen’s named executive officers in connection with the merger, as described in the proxy statement. |
| Management |
| For |
| For |
|
4. |
| To approve an adjournment of the special general meeting, if necessary or appropriate, to solicit additional proxies, in the event that there are insufficient votes to approve Proposals 1 or 2 at the special general meeting. |
| Management |
| For |
| For |
|
SPECTRA ENERGY PARTNERS, LP
Security | 84756N109 | Meeting Type | Consent |
Ticker Symbol | SEP | Meeting Date | 13-Dec-2018 |
ISIN | US84756N1090 | Agenda | 934901390 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| Approval of merger of Autumn Acquisition Sub, LLC, a Delaware limited liability company & an indirect wholly-owned subsidiary of Enbridge Inc., with & into Spectra Energy Partners, LP (SEP), with SEP continuing as surviving entity & an indirect wholly-owned subsidiary of Enbridge, & approval of Agreement & Plan of Merger, as such agreement may be amended from time to time, entered into by & among SEP, Spectra Energy Partners (DE) GP, LP, Enbridge, Enbridge (U.S.) Inc., Merger Sub and, solely for purposes of Article I, Article II & Article XI therein. |
| Management |
| For |
| For |
|
SSGA FUNDS
Security | 857492706 | Meeting Type | Special |
Ticker Symbol | GVMXX | Meeting Date | 18-Dec-2018 |
ISIN | US8574927062 | Agenda | 934897123 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
| |
2. |
| DIRECTOR |
| Management |
|
|
|
|
| |
|
| 1 | John R. Costantino |
|
|
| For |
| For |
|
|
| 2 | Michael A. Jessee |
|
|
| For |
| For |
|
|
| 3 | Ellen M. Needham |
|
|
| For |
| For |
|
|
| 4 | Donna M. Rapaccioli |
|
|
| For |
| For |
|
XO GROUP INC.
Security | 983772104 | Meeting Type | Special |
Ticker Symbol | XOXO | Meeting Date | 18-Dec-2018 |
ISIN | US9837721045 | Agenda | 934903938 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| Proposal to adopt the Agreement and Plan of Merger (the “merger agreement”), dated as of September 24, 2018, by and among WeddingWire, Inc., Wedelia Merger Sub, Corp. (“Merger Sub”), and XO Group Inc. (the “Company”), pursuant to which Merger Sub will be merged with and into the Company (the “merger”), with the Company surviving the merger |
| Management |
| For |
| For |
|
2. |
| Proposal to approve, on an advisory (non-binding) basis, certain compensation that may be paid or become payable to the Company’s named executive officers in connection with the merger. |
| Management |
| For |
| For |
|
3. |
| Proposal to approve the adjournment of the special meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement or in the absence of a quorum. |
| Management |
| For |
| For |
|
ENDOCYTE INC
Security | 29269A102 | Meeting Type | Special |
Ticker Symbol | ECYT | Meeting Date | 20-Dec-2018 |
ISIN | US29269A1025 | Agenda | 934904714 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| To adopt the Agreement and Plan of Merger, dated as of October 17, 2018 (as it may be amended from time to time, the “merger agreement”), by and among Novartis AG, Edinburgh Merger Corporation (“Merger Sub”) and Endocyte, Inc., pursuant to which Merger Sub will be merged with and into Endocyte, Inc., with Endocyte, Inc. continuing as a wholly owned subsidiary of Novartis AG (the “merger”). |
| Management |
| For |
| For |
|
2. |
| To approve, on an advisory (non-binding) basis, certain compensation that may be paid or become payable to Endocyte Inc.’s named executive officers in connection with the merger. |
| Management |
| For |
| For |
|
3. |
| To approve the adjournment of the special meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement. |
| Management |
| For |
| For |
|
HORTONWORKS, INC.
Security | 440894103 | Meeting Type | Special |
Ticker Symbol | HDP | Meeting Date | 28-Dec-2018 |
ISIN | US4408941031 | Agenda | 934909396 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| To adopt the Agreement and Plan of Merger and Reorganization, dated as of October 3, 2018 (which we refer to as the merger agreement),by and among Hortonworks, Cloudera, Inc. and Surf Merger Corporation, and approve the transactions contemplated by the merger agreement. |
| Management |
| For |
| For |
|
2. |
| To approve the adjournment of the Hortonworks special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to adopt the merger agreement and approve the transactions contemplated by the merger agreement. |
| Management |
| For |
| For |
|
APPTIO, INC.
Security | 03835C108 | Meeting Type | Special |
Ticker Symbol | APTI | Meeting Date | 08-Jan-2019 |
ISIN | US03835C1080 | Agenda | 934912862 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| To adopt the Agreement and Plan of Merger, dated as of November 9, 2018, by and among Apptio, Inc., Bellevue Parent, LLC and Bellevue Merger Sub, Inc. (the “merger agreement”). |
| Management |
| For |
| For |
|
2. |
| To approve any proposal to adjourn the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the proposal to adopt the merger agreement. |
| Management |
| For |
| For |
|
IMPERVA INC
Security | 45321L100 | Meeting Type | Special |
Ticker Symbol | IMPV | Meeting Date | 08-Jan-2019 |
ISIN | US45321L1008 | Agenda | 934912711 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| PROPOSAL TO APPROVE AND ADOPT THE AGREEMENT AND PLAN OF MERGER (AS IT MAY BE AMENDED FROM TIME TO TIME, THE “MERGER AGREEMENT”), DATED OCTOBER 10, 2018, BY AND AMONG IMPERIAL PURCHASER, LLC, IMPERIAL MERGER SUB, INC. AND IMPERVA, INC. |
| Management |
| For |
| For |
|
2. |
| PROPOSAL TO APPROVE THE NON-BINDING ADVISORY RESOLUTION RELATING TO NAMED EXECUTIVE OFFICER COMPENSATION BASED ON OR OTHERWISE RELATING TO THE MERGER |
| Management |
| For |
| For |
|
3. |
| ADJOURN THE MEETING TO A LATER DATE OR TIME, IF THE BOARD DETERMINES THAT IT IS NECESSARY OR APPROPRIATE AND IS PERMITTED BY THE MERGER AGREEMENT, TO SOLICIT ADDITIONAL PROXIES IF THERE IS NOT A QUORUM PRESENT OR REPRESENTED BY PROXY AT THE TIME OF THE MEETING, OR TO GIVE HOLDERS OF COMMON STOCK ADDITIONAL TIME TO EVALUATE NEW MATERIAL INFORMATION OR DISCLOSURE |
| Management |
| For |
| For |
|
BOJANGLES’, INC.
Security | 097488100 | Meeting Type | Special |
Ticker Symbol | BOJA | Meeting Date | 10-Jan-2019 |
ISIN | US0974881007 | Agenda | 934912723 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| To adopt the Agreement and Plan of Merger, dated as of November 5, 2018 (the “merger agreement”), by and among Walker Parent, Inc., Walker Merger Sub, Inc., and Bojangles’, Inc. |
| Management |
| For |
| For |
|
2. |
| To approve one or more 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 approve the proposal to adopt the merger agreement. |
| Management |
| For |
| For |
|
ELECTRO SCIENTIFIC INDUSTRIES, INC.
Security | 285229100 | Meeting Type | Special |
Ticker Symbol | ESIO | Meeting Date | 10-Jan-2019 |
ISIN | US2852291002 | Agenda | 934912280 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| To approve the Agreement and Plan of Merger dated October 29, 2018, among Electro Scientific Industries, Inc. (the “Company”), MKS Instruments, Inc., a Massachusetts corporation (“MKS”) and EAS Equipment, Inc., a Delaware corporation and a wholly owned subsidiary of MKS (“Merger Sub”), as it may be amended from time to time (the “Merger Agreement”) and the transactions contemplated thereby. |
| Management |
| For |
| For |
|
2. |
| To approve any proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Merger Agreement and the transactions contemplated thereby at the time of the Special Meeting. |
| Management |
| For |
| For |
|
3. |
| To approve, by non-binding, advisory vote, certain compensation that will or may become payable by ESI to its named executive officers in connection with the transactions contemplated by the Merger Agreement. |
| Management |
| For |
| For |
|
ENGILITY HOLDINGS, INC.
Security | 29286C107 | Meeting Type | Special |
Ticker Symbol | EGL | Meeting Date | 11-Jan-2019 |
ISIN | US29286C1071 | Agenda | 934910286 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| To approve and adopt the Agreement and Plan of Merger, dated as of September 9, 2018, by and among Engility Holdings, Inc., Science Applications International Corporation, and Raptors Merger Sub, Inc., as such agreement may be amended from time to time, and approve the merger contemplated thereby (the “Merger Proposal”). |
| Management |
| For |
| For |
|
2. |
| To approve the adjournment from time to time of the Engility special meeting if necessary to solicit additional proxies if there are not sufficient votes to approve the Merger Proposal. |
| Management |
| For |
| For |
|
3. |
| To approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to Engility’s named executive officers in connection with the completion of the merger. |
| Management |
| For |
| For |
|
ACCESS NATIONAL CORPORATION
Security | 004337101 | Meeting Type | Special |
Ticker Symbol | ANCX | Meeting Date | 15-Jan-2019 |
ISIN | US0043371014 | Agenda | 934914955 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| Approve the Agreement and Plan of Reorganization, dated as of October 4, 2018, including the related Plan of Merger, by and between Union Bankshares Corporation (“Union”) and Access National Corporation (“Access”), as amended, pursuant to which, among other things, Access will merge with and into Union (the “merger”) and, following the merger. |
| Management |
| For |
| For |
|
2. |
| Proposal to approve, on an advisory (non-binding) basis, specified compensation that may become payable to the named executive officers of Access in connection with the merger. |
| Management |
| For |
| For |
|
3. |
| Proposal to approve one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies in favor of approval of Proposal 1. |
| Management |
| For |
| For |
|
INTEGRATED DEVICE TECHNOLOGY, INC.
Security | 458118106 | Meeting Type | Special |
Ticker Symbol | IDTI | Meeting Date | 15-Jan-2019 |
ISIN | US4581181066 | Agenda | 934912038 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| To adopt the Agreement and Plan of Merger, by and between Renesas Electronics Corporation, a Japanese corporation (“Parent”), and Integrated Device Technology, Inc., a Delaware corporation (the “Company”), Chapter Two Company, which was formed following the date of the Merger Agreement as a Delaware corporation and a direct wholly-owned subsidiary of Parent. |
| Management |
| For |
| For |
|
2. |
| To approve an adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting. |
| Management |
| For |
| For |
|
3. |
| To approve, on a non-binding, advisory basis, compensation that will or may become payable to the Company’s named executive officers in connection with the Merger. |
| Management |
| For |
| For |
|
RED HAT, INC.
Security | 756577102 | Meeting Type | Special |
Ticker Symbol | RHT | Meeting Date | 16-Jan-2019 |
ISIN | US7565771026 | Agenda | 934914222 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| To adopt the Agreement and Plan of Merger (as it may be amended from time to time), dated as of October 28, 2018, which we refer to as the merger agreement, by and among Red Hat, Inc., International Business Machines Corporation and Socrates Acquisition Corp. |
| Management |
| For |
| For |
|
2. |
| To approve, by means of a non-binding, advisory vote, compensation that will or may become payable to the named executive officers of Red Hat, Inc. in connection with the merger. |
| Management |
| For |
| For |
|
3. |
| To approve one or more adjournments of the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the then-scheduled date and time of the special meeting. |
| Management |
| For |
| For |
|
ESTERLINE TECHNOLOGIES CORPORATION
Security | 297425100 | Meeting Type | Special |
Ticker Symbol | ESL | Meeting Date | 17-Jan-2019 |
ISIN | US2974251009 | Agenda | 934910844 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| To adopt the Agreement and Plan of Merger, as it may be amended from time to time, dated as of October 9, 2018 by and among Esterline Technologies Corporation, TransDigm Group Incorporated, and Thunderbird Merger Sub Inc. |
| Management |
| For |
| For |
|
2. |
| To approve, by non-binding, advisory vote, compensation that will or may become payable by Esterline Technologies Corporation to its named executive officers in connection with the merger contemplated by the merger agreement. |
| Management |
| For |
| For |
|
3. |
| To approve one or more adjournments of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting. |
| Management |
| For |
| For |
|
AMER SPORTS CORPORATION
Security | X01416118 | Meeting Type | ExtraOrdinary General Meeting |
Ticker Symbol |
| Meeting Date | 23-Jan-2019 |
ISIN | FI0009000285 | Agenda | 710364996 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
CMMT |
| MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO-PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE-POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED-IN ORDER FOR YOUR VOTE TO BE LODGED |
| Non-Voting |
|
|
|
|
|
CMMT |
| A POA IS NEEDED TO APPOINT OWN REPRESENTATIVE BUT IS NOT NEEDED IF A FINNISH-SUB/BANK IS APPOINTED EXCEPT IF THE SHAREHOLDER IS FINNISH THEN A POA WOULD- STILL BE REQUIRED. |
| Non-Voting |
|
|
|
|
|
1 |
| OPENING OF THE MEETING |
| Non-Voting |
|
|
|
|
|
2 |
| CALLING THE MEETING TO ORDER |
| Non-Voting |
|
|
|
|
|
3 |
| ELECTION OF PERSONS TO SCRUTINIZE THE MINUTES AND TO SUPERVISE THE COUNTING-OF VOTES |
| Non-Voting |
|
|
|
|
|
4 |
| RECORDING THE LEGALITY OF THE MEETING |
| Non-Voting |
|
|
|
|
|
5 |
| RECORDING THE ATTENDANCE AT THE MEETING AND THE LIST OF VOTES |
| Non-Voting |
|
|
|
|
|
6 |
| RESOLUTION ON THE AMENDMENT OF THE ARTICLES OF ASSOCIATION OF THE COMPANY: ARTICLE 11 |
| Management |
| For |
| For |
|
7 |
| RESOLUTION ON THE RIGHT OF THE CURRENT MEMBERS OF THE BOARD OF DIRECTORS TO ACCEPT THE TENDER OFFER FOR THEIR SHARES |
| Management |
| For |
| For |
|
8 |
| CLOSING OF THE MEETING |
| Non-Voting |
|
|
|
|
|
ENLINK MIDSTREAM PARTNERS, LP
Security | 29336U107 | Meeting Type | Special |
Ticker Symbol | ENLK | Meeting Date | 23-Jan-2019 |
ISIN | US29336U1079 | Agenda | 934915731 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| To approve the Agreement and Plan of Merger, dated as of October 21, 2018 (“Merger Agreement”), by and among EnLink Midstream, LLC (“ENLC”), EnLink Midstream Manager, LLC, the managing member of ENLC, NOLA Merger Sub, LLC, a wholly-owned subsidiary of ENLC (“Merger Sub”), EnLink Midstream Partners, LP (“ENLK”), and EnLink Midstream GP, LLC. |
| Management |
| For |
| For |
|
2. |
| To consider and vote upon a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the special meeting to approve Proposal 1. |
| Management |
| For |
| For |
|
ENLINK MIDSTREAM PARTNERS, LP
Security | 29336U107 | Meeting Type | Special |
Ticker Symbol | ENLK | Meeting Date | 23-Jan-2019 |
ISIN | US29336U1079 | Agenda | 934916290 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| To approve the Agreement and Plan of Merger, dated as of October 21, 2018 (“Merger Agreement”), by and among EnLink Midstream, LLC (“ENLC”), EnLink Midstream Manager, LLC, the managing member of ENLC, NOLA Merger Sub, LLC, a wholly-owned subsidiary of ENLC (“Merger Sub”), EnLink Midstream Partners, LP (“ENLK”), and EnLink Midstream GP, LLC. |
| Management |
| For |
| For |
|
2. |
| To consider and vote upon a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the special meeting to approve Proposal 1. |
| Management |
| For |
| For |
|
INVESTMENT TECHNOLOGY GROUP, INC.
Security | 46145F105 | Meeting Type | Special |
Ticker Symbol | ITG | Meeting Date | 24-Jan-2019 |
ISIN | US46145F1057 | Agenda | 934914854 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| Proposal to adopt the Agreement and Plan of Merger (the “merger agreement”), dated as of November 6, 2018, by and among Investment Technology Group, Inc. ( the “Company”), Virtu Financial, Inc. (“Virtu”) and Impala Merger Sub, Inc., an indirect wholly owned subsidiary of Virtu (“Merger Sub”), ...(due to space limits, see proxy statement for full proposal). |
| Management |
| For |
| For |
|
2. |
| Proposal to approve, on a non-binding, advisory basis, the compensation that certain executive officers of the Company may receive in connection with the merger pursuant to agreements or arrangements with the Company. |
| Management |
| For |
| For |
|
3. |
| Proposal to approve one or more adjournments of the special meeting, if necessary or appropriate, including adjournments to permit further solicitation of proxies in favor of the merger proposal. |
| Management |
| For |
| For |
|
PACIFIC BIOSCIENCES OF CALIFORNIA INC
Security | 69404D108 | Meeting Type | Special |
Ticker Symbol | PACB | Meeting Date | 24-Jan-2019 |
ISIN | US69404D1081 | Agenda | 934916252 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| To adopt the Agreement and Plan of Merger, dated as of November 1, 2018, as it may be amended from time to time, by and among Pacific Biosciences of California, Inc., Illumina, Inc., and FC Ops Corp. |
| Management |
| For |
| For |
|
2. |
| To approve any proposal to adjourn the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting. |
| Management |
| For |
| For |
|
3. |
| To approve, on a non-binding, advisory basis, the compensation that will or may become payable by Pacific Biosciences of California, Inc. to its named executive officers in connection with the merger. |
| Management |
| For |
| For |
|
PANDORA MEDIA, INC.
Security | 698354107 | Meeting Type | Special |
Ticker Symbol | P | Meeting Date | 29-Jan-2019 |
ISIN | US6983541078 | Agenda | 934916733 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| To adopt the Agreement and Plan of Merger and Reorganization (the “merger agreement”), dated as of September 23, 2018 (as such agreement may be amended from time to time), by and among Pandora, Sirius XM Holdings Inc., White Oaks Acquisition Corp., Sirius XM Radio Inc., Billboard Holding Company, Inc., and Billboard Acquisition Sub, Inc., pursuant to which through a series of transactions Sirius XM will acquire Pandora (the “merger agreement proposal”). |
| Management |
| Against |
| Against |
|
2. |
| To approve, on a non-binding advisory basis, certain compensation that may be paid or become payable to Pandora’s named executive officers that is based on or otherwise relates to the transactions contemplated by the merger agreement. |
| Management |
| Against |
| Against |
|
3. |
| To approve one or more adjournments or postponements of the Pandora special meeting, if necessary or appropriate, including to solicit additional proxies in the event there are not sufficient votes at the time of the Pandora special meeting to approve the merger agreement proposal. |
| Management |
| Against |
| Against |
|
SENDGRID, INC.
Security | 816883102 | Meeting Type | Special |
Ticker Symbol | SEND | Meeting Date | 30-Jan-2019 |
ISIN | US8168831027 | Agenda | 934916327 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| To adopt the Agreement and Plan of Merger and Reorganization, dated October 15, 2018, among Twilio Inc., Topaz Merger Subsidiary, Inc., and SendGrid, Inc., as amended on December 13, 2018 and as such agreement may be further amended from time to time (the “merger agreement”). |
| Management |
| For |
| For |
|
2. |
| To approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to SendGrid’s named executive officers that is based on or otherwise relates to the merger agreement and the transactions contemplated by the merger agreement. |
| Management |
| For |
| For |
|
3. |
| To approve adjournments of the SendGrid special meeting, if necessary and appropriate, to solicit additional proxies if there are not sufficient votes to approve the SendGrid merger proposal. |
| Management |
| For |
| For |
|
WILDHORSE RESOURCE DEVELOPMENT CORP.
Security | 96812T102 | Meeting Type | Special |
Ticker Symbol | WRD | Meeting Date | 31-Jan-2019 |
ISIN | US96812T1025 | Agenda | 934917747 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| To adopt the Agreement and Plan of Merger, dated October 29, 2018, by and among Chesapeake Energy Corporation, Coleburn Inc. and WildHorse (as amended from time to time, the “merger agreement”) and the transactions contemplated by the merger agreement, including the merger (the “merger proposal”). |
| Management |
| For |
| For |
|
2. |
| To approve, on a non-binding, advisory basis, certain compensation that may be paid or become payable to WildHorse’s named executive officers that is based on or otherwise relates to the merger (the “non-binding, advisory compensation proposal”). |
| Management |
| For |
| For |
|
3. |
| To approve the adjournment of the WildHorse special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the special meeting to approve the merger proposal (the “adjournment proposal”). |
| Management |
| For |
| For |
|
WILDHORSE RESOURCE DEVELOPMENT CORP.
Security | 96812T102 | Meeting Type | Special |
Ticker Symbol | WRD | Meeting Date | 31-Jan-2019 |
ISIN | US96812T1025 | Agenda | 934921241 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| To adopt the Agreement and Plan of Merger, dated October 29, 2018, by and among Chesapeake Energy Corporation, Coleburn Inc. and WildHorse (as amended from time to time, the “merger agreement”) and the transactions contemplated by the merger agreement, including the merger (the “merger proposal”). |
| Management |
| For |
| For |
|
2. |
| To approve, on a non-binding, advisory basis, certain compensation that may be paid or become payable to WildHorse’s named executive officers that is based on or otherwise relates to the merger (the “non-binding, advisory compensation proposal”). |
| Management |
| For |
| For |
|
3. |
| To approve the adjournment of the WildHorse special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the special meeting to approve the merger proposal (the “adjournment proposal”). |
| Management |
| For |
| For |
|
ARRIS INTERNATIONAL PLC
Security | G0551A103 | Meeting Type | Special |
Ticker Symbol | ARRS | Meeting Date | 01-Feb-2019 |
ISIN | GB00BZ04Y379 | Agenda | 934916620 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
C1. |
| Approve (with or without modification) a scheme of arrangement (the “Scheme”) to be made between ARRIS International plc (“ARRIS”) and the holders of the Scheme Shares (as defined in the Scheme). |
| Management |
| For |
| For |
|
G1. |
| Authorize, for the purpose of giving effect to the scheme of arrangement (the “Scheme”) between ARRIS International plc (“ARRIS”) and the holders of the Scheme Shares (as defined in the Scheme), the directors of ARRIS to take all such action as they may consider necessary or appropriate for carrying the Scheme into effect and to amend the articles of association of ARRIS. |
| Management |
| For |
| For |
|
G2. |
| Approve, on an advisory, non-binding basis, the compensation to be paid or become payable to ARRIS’s named executive officers in connection with the proposed acquisition by CommScope Holding Company, Inc. of all of the issued and to be issued ordinary shares of ARRIS pursuant to the terms of a Bid Conduct Agreement and the Scheme, and the agreements and understandings pursuant to which such compensation may be paid or become payable. |
| Management |
| For |
| For |
|
ESTERLINE TECHNOLOGIES CORPORATION
Security | 297425100 | Meeting Type | Annual |
Ticker Symbol | ESL | Meeting Date | 07-Feb-2019 |
ISIN | US2974251009 | Agenda | 934916113 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1.1 |
| Election of Director: Delores M. Etter |
| Management |
| For |
| For |
|
1.2 |
| Election of Director: Paul V. Haack |
| Management |
| For |
| For |
|
1.3 |
| Election of Director: Mary L. Howell |
| Management |
| For |
| For |
|
1.4 |
| Election of Director: Scott E. Kuechle |
| Management |
| For |
| For |
|
1.5 |
| Election of Director: Curtis C. Reusser |
| Management |
| For |
| For |
|
2. |
| To approve, on an advisory basis, the compensation of the Company’s named executive officers for the fiscal year ended September 28, 2018. |
| Management |
| For |
| For |
|
3. |
| To ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 27, 2019. |
| Management |
| For |
| For |
|
INFRAREIT INC
Security | 45685L100 | Meeting Type | Special |
Ticker Symbol | HIFR | Meeting Date | 07-Feb-2019 |
ISIN | US45685L1008 | Agenda | 934919169 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| To adopt the Agreement and Plan of Merger, dated as of October 18, 2018, as it may be amended from time to time (the “merger agreement”), by and among InfraREIT, Inc., a Maryland corporation (“InfraREIT”), InfraREIT Partners, LP, a Delaware limited partnership and subsidiary of InfraREIT, Oncor Electric Delivery Company LLC, a Delaware limited liability company (“Oncor”), 1912 Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of Oncor, and Oncor T&D Partners, LP. |
| Management |
| For |
| For |
|
2. |
| To approve any adjournment(s) of the special meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the merger proposal or in the absence of a quorum. |
| Management |
| For |
| For |
|
INFRAREIT INC
Security | 45685L100 | Meeting Type | Special |
Ticker Symbol | HIFR | Meeting Date | 07-Feb-2019 |
ISIN | US45685L1008 | Agenda | 934922281 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| To adopt the Agreement and Plan of Merger, dated as of October 18, 2018, as it may be amended from time to time (the “merger agreement”), by and among InfraREIT, Inc., a Maryland corporation (“InfraREIT”), InfraREIT Partners, LP, a Delaware limited partnership and subsidiary of InfraREIT, Oncor Electric Delivery Company LLC, a Delaware limited liability company (“Oncor”), 1912 Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of Oncor, and Oncor T&D Partners, LP. |
| Management |
| For |
| For |
|
2. |
| To approve any adjournment(s) of the special meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the merger proposal or in the absence of a quorum. |
| Management |
| For |
| For |
|
ENCANA CORPORATION
Security | 292505104 | Meeting Type | Special |
Ticker Symbol | ECA | Meeting Date | 12-Feb-2019 |
ISIN | CA2925051047 | Agenda | 934920186 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1 |
| The resolution to approve the issuance of the Corporation’s common shares, no par value, to stockholders of Newfield Exploration Company, a Delaware corporation (“Newfield”), in connection with the Agreement and Plan of Merger, dated as of October 31, 2018, by and among the Corporation, Neapolitan Merger Corp., a Delaware corporation and an indirect wholly- owned subsidiary of the Corporation, and Newfield (the “share issuance proposal”); |
| Management |
| Against |
| Against |
|
2 |
| The adjournment of the Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the share issuance proposal. |
| Management |
| Against |
| Against |
|
BELMOND LTD.
Security | G1154H107 | Meeting Type | Special |
Ticker Symbol | BEL | Meeting Date | 14-Feb-2019 |
ISIN | BMG1154H1079 | Agenda | 934919753 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| To approve the Agreement and Plan of Merger, dated as of December 13, 2018, by and among Belmond Ltd., LVMH Moet Hennessy Louis Vuitton SE, Palladio Overseas Holding Limited and Fenice Ltd., including the statutory merger agreement attached thereto, and the merger of Fenice Ltd. with and into Belmond Ltd. (the “merger proposal”). |
| Management |
| For |
| For |
|
2. |
| To approve an adjournment of the special general meeting of shareholders of Belmond Ltd. (the “special general meeting”), if necessary or appropriate, to solicit additional proxies, in the event that there are insufficient votes to approve the merger proposal at the special general meeting (the “adjournment proposal”). |
| Management |
| For |
| For |
|
KARO PHARMA AB
Security | W5304G127 | Meeting Type | ExtraOrdinary General Meeting |
Ticker Symbol |
| Meeting Date | 14-Feb-2019 |
ISIN | SE0007464888 | Agenda | 710477969 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
CMMT |
| AN ABSTAIN VOTE CAN HAVE THE SAME EFFECT AS AN AGAINST VOTE IF THE MEETING-REQUIRE APPROVAL FROM MAJORITY OF PARTICIPANTS TO PASS A RESOLUTION. |
| Non-Voting |
|
|
|
|
|
CMMT |
| MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO-PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE-POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED-IN ORDER FOR YOUR VOTE TO BE LODGED |
| Non-Voting |
|
|
|
|
|
CMMT |
| IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF- ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING- INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO-BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE- REPRESENTATIVE |
| Non-Voting |
|
|
|
|
|
1 |
| OPENING OF THE MEETING |
| Non-Voting |
|
|
|
|
|
2 |
| ELECTION OF A CHAIRMAN OF THE MEETING |
| Non-Voting |
|
|
|
|
|
3 |
| PREPARATION AND APPROVAL OF THE VOTING REGISTER |
| Non-Voting |
|
|
|
|
|
4 |
| APPROVAL OF THE AGENDA |
| Non-Voting |
|
|
|
|
|
5 |
| ELECTION OF PERSONS TO ATTEST THE MINUTES |
| Non-Voting |
|
|
|
|
|
6 |
| DETERMINATION OF WHETHER THE MEETING HAS BEEN DULY CONVENED |
| Non-Voting |
|
|
|
|
|
7 |
| PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: DETERMINATION OF THE NUMBER OF DIRECTORS AND ALTERNATE DIRECTORS |
| Shareholder |
| Abstain |
|
|
|
8 |
| PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: ELECTION OF NEW DIRECTORS |
| Shareholder |
| Abstain |
|
|
|
9 |
| PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: DETERMINATION OF FEES FOR THE BOARD OF DIRECTORS |
| Shareholder |
| Abstain |
|
|
|
10 |
| CLOSURE OF THE MEETING |
| Non-Voting |
|
|
|
|
|
MINDBODY, INC.
Security | 60255W105 | Meeting Type | Special |
Ticker Symbol | MB | Meeting Date | 14-Feb-2019 |
ISIN | US60255W1053 | Agenda | 934923269 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| To adopt the Agreement and Plan of Merger, dated as of December 23, 2018, by and among MINDBODY, Inc., Torreys Parent, LLC and Torreys Merger Sub, Inc. (the “Merger Agreement”). |
| Management |
| Against |
| Against |
|
2. |
| To approve, on a advisory (non-binding) basis, the compensation that may be paid or become payable to MINDBODY, Inc.’s named executive officers that is based or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement. |
| Management |
| Against |
| Against |
|
3. |
| To approve any proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the proposal to adopt the Merger Agreement. |
| Management |
| For |
| For |
|
DOMINION MIDSTREAM PARTNERS LP
Security | 257454108 | Meeting Type | Consent |
Ticker Symbol |
| Meeting Date | 15-Feb-2019 |
ISIN | US2574541080 | Agenda | 934925249 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| The undersigned, being a holder of record as of the close of business on January 7, 2019 (the “Record Date”) of DEM Common Units and/or DEM Series A Preferred Units, hereby consents to and approves, by written consent without a meeting, the Merger Agreement and the transactions contemplated thereby, including the Merger. |
| Management |
| For |
| For |
|
TOWER LIMITED
Security | Q91556102 | Meeting Type | Annual General Meeting |
Ticker Symbol |
| Meeting Date | 19-Feb-2019 |
ISIN | NZTWRE0011S2 | Agenda | 710456965 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1 |
| TO RECORD THE REAPPOINTMENT OF PRICEWATERHOUSECOOPERS AS AUDITOR OF TOWER LIMITED AND TO AUTHORISE THE DIRECTORS TO FIX THE AUDITOR’S REMUNERATION |
| Management |
| For |
| For |
|
2 |
| TO RE-ELECT WARREN LEE AS A DIRECTOR |
| Management |
| For |
| For |
|
3 |
| TO RE-ELECT GRAHAM STUART AS A DIRECTOR |
| Management |
| For |
| For |
|
4 |
| TO ELECT MARCUS NAGEL AS A DIRECTOR |
| Management |
| For |
| For |
|
ROWAN COMPANIES PLC
Security | G7665A101 | Meeting Type | Special |
Ticker Symbol | RDC | Meeting Date | 21-Feb-2019 |
ISIN | GB00B6SLMV12 | Agenda | 934913698 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| Rowan Transaction-Related Compensation Proposal: To approve, in accordance with Section 14A of the Securities Exchange Act of 1934, as amended, on an advisory, non-binding basis, the compensation to be paid or become payable to Rowan’s named executive officers in connection with the transactions and the agreements and understandings pursuant to which such compensation may be paid or become payable as set forth in the joint proxy statement of Rowan and Ensco plc (the “Joint Proxy Statement”). |
| Management |
| For |
| For |
|
2. |
| Rowan Scheme and Articles Amendment Proposal: To authorize, for the purpose of giving effect to the scheme of arrangement between Rowan and the holders of the Scheme Shares, a print of which has been produced to the General Meeting of Rowan shareholders and for the purpose of identification signed by the chairman hereof, in its original form or subject to any modification, addition or condition agreed between Rowan and Ensco plc and approved or imposed by the High Court of Justice of England and Wales. |
| Management |
| For |
| For |
|
ROWAN COMPANIES PLC
Security | G7665A111 | Meeting Type | Special |
Ticker Symbol |
| Meeting Date | 21-Feb-2019 |
ISIN |
| Agenda | 934913701 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| Rowan Scheme Proposal: To approve the Scheme as set forth in the section titled “Scheme of Arrangement” in the Joint Proxy Statement (the “Scheme of Arrangement”) pursuant to which each issued and outstanding Rowan ordinary share that is subject to the Scheme of Arrangement will be converted into the right to receive 2.750 Class A ordinary shares, nominal value $0.10 per share, of Ensco plc. |
| Management |
| For |
| For |
|
WESTERN GAS PARTNERS, LP
Security | 958254104 | Meeting Type | Special |
Ticker Symbol | WES | Meeting Date | 27-Feb-2019 |
ISIN | US9582541044 | Agenda | 934923625 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| To approve the Contribution Agreement and Agreement and Plan of Merger, dated as of November 7, 2018 (the Merger Agreement), by and among Anadarko Petroleum Corporation (Anadarko), Anadarko E&P Onshore LLC, Western Gas Equity Partners, LP (WGP), Western Gas Equity Holdings, LLC, Western Gas Partners, LP (WES), Western Gas Holdings, LLC, Clarity Merger Sub, LLC and other affiliates of Anadarko and WES. Due to systems limitations, please see the proxy statement for the full proposal. |
| Management |
| For |
| For |
|
2. |
| To approve the adjournment of the special meeting, if necessary, to solicit additional proxies if there are not sufficient votes to approve the Merger Agreement and the transactions contemplated thereby, including the Merger, at the time of the special meeting. |
| Management |
| For |
| For |
|
BTG PLC
Security | G1660V103 | Meeting Type | Court Meeting |
Ticker Symbol |
| Meeting Date | 28-Feb-2019 |
ISIN | GB0001001592 | Agenda | 710485675 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
CMMT |
| PLEASE NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION FOR THIS MEETING TYPE.-PLEASE CHOOSE BETWEEN “FOR” AND “AGAINST” ONLY. SHOULD YOU CHOOSE TO VOTE-ABSTAIN FOR THIS MEETING THEN YOUR VOTE WILL BE DISREGARDED BY THE ISSUER OR-ISSUERS AGENT |
| Non-Voting |
|
|
|
|
|
1 |
| APPROVE SCHEME OF ARRANGEMENT |
| Management |
| For |
| For |
|
BTG PLC
Security | G1660V103 | Meeting Type | Ordinary General Meeting |
Ticker Symbol |
| Meeting Date | 28-Feb-2019 |
ISIN | GB0001001592 | Agenda | 710485714 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1 |
| (A). TO GIVE EFFECT TO THE SCHEME, AS SET OUT IN THE SCHEME CIRCULAR, INCLUDING THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION |
| Management |
| For |
| For |
|
CMMT |
| 28 JAN 2019: PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN MEETING-TYPE FROM EGM TO OGM AND MODIFICATION OF THE TEXT OF RESOLUTION. IF YOU HAVE-ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE TO-AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. |
| Non-Voting |
|
|
|
|
|
SPARTON CORPORATION
Security | 847235108 | Meeting Type | Special |
Ticker Symbol | SPA | Meeting Date | 01-Mar-2019 |
ISIN | US8472351084 | Agenda | 934923586 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| Proposal to adopt the Agreement and Plan of Merger, dated as of December 11, 2018, by and among Sparton Corporation, Striker Parent 2018, LLC, and Striker Merger Sub 2018, Inc.(the “Merger Agreement”). |
| Management |
| For |
| For |
|
2. |
| Proposal to approve, on a non-binding, advisory basis, the compensation that certain executive officers of the Company may receive in connection with the merger pursuant to agreements or arrangements with the Company. |
| Management |
| For |
| For |
|
3. |
| Proposal to approve one or more adjournments of the special meeting, if necessary or advisable, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the special meeting. |
| Management |
| For |
| For |
|
NUTRISYSTEM, INC.
Security | 67069D108 | Meeting Type | Special |
Ticker Symbol | NTRI | Meeting Date | 05-Mar-2019 |
ISIN | US67069D1081 | Agenda | 934926392 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| To consider and vote on a proposal to adopt the Agreement and Plan of Merger, dated as of December 9, 2018, as it may be amended from time to time, by and among Tivity Health, Inc., Sweet Acquisition, Inc. and Nutrisystem, Inc. |
| Management |
| For |
| For |
|
2. |
| To consider and vote on a proposal to approve the adjournment of the special meeting if necessary or appropriate, including to solicit additional proxies in the event there are not sufficient votes at the time of the special meeting to approve Proposal 1. |
| Management |
| For |
| For |
|
3. |
| To consider and vote on a proposal to approve, on an advisory (non-binding) basis, certain compensation that may be paid or become payable to Nutrisystem, Inc.’s named executive officers in connection with, or following, the closing of the merger contemplated by the agreement referred to in Proposal 1 or in the absence of a quorum. |
| Management |
| For |
| For |
|
CIVITAS SOLUTIONS, INC
Security | 17887R102 | Meeting Type | Special |
Ticker Symbol | CIVI | Meeting Date | 07-Mar-2019 |
ISIN | US17887R1023 | Agenda | 934928740 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| To adopt the Agreement and Plan of Merger (the merger agreement), dated as of December 18, 2018, by and among Celtic Intermediate Corp., Celtic Tier II Corp. (“Parent”), and Civitas Solutions, Inc. (“Company”), relating to the proposed acquisition of the Company by Parent. |
| Management |
| For |
| For |
|
2. |
| To approve, on an advisory and non-binding basis, specified compensation that may become payable to the Company’s named executive officers in connection with the merger. |
| Management |
| For |
| For |
|
3. |
| To consider and vote on a proposal to approve one or more adjournments of the special meeting, if necessary and to the extent permitted by the merger agreement, to solicit additional proxies if the Company has not obtained, at the time of the special meeting, sufficient affirmative stockholder votes to adopt the merger agreement. |
| Management |
| For |
| For |
|
NATIONAL COMMERCE CORPORATION
Security | 63546L102 | Meeting Type | Special |
Ticker Symbol | NCOM | Meeting Date | 07-Mar-2019 |
ISIN | US63546L1026 | Agenda | 934926025 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| To adopt the Agreement and Plan of Merger dated as of November 23, 2018, by and between CenterState Bank Corporation and National Commerce Corporation, with CenterState as the surviving company, all on and subject to the terms and conditions contained therein. |
| Management |
| For |
| For |
|
2. |
| To approve a proposal of the board of directors of National Commerce Corporation to adjourn or postpone the special meeting if necessary or appropriate to permit further solicitation of proxies if there are not sufficient votes at the time of the special meeting to adopt the merger agreement. |
| Management |
| For |
| For |
|
POYRY OYJ
Security | X6920K137 | Meeting Type | Annual General Meeting |
Ticker Symbol |
| Meeting Date | 07-Mar-2019 |
ISIN | FI0009006696 | Agenda | 710544809 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1 |
| OPENING OF THE MEETING |
| Non-Voting |
|
|
|
|
|
2 |
| CALLING THE MEETING TO ORDER |
| Non-Voting |
|
|
|
|
|
3 |
| ELECTION OF PERSONS TO SCRUTINISE THE MINUTES AND TO SUPERVISE THE COUNTING-OF VOTES |
| Non-Voting |
|
|
|
|
|
4 |
| RECORDING THE LEGALITY OF THE MEETING |
| Non-Voting |
|
|
|
|
|
5 |
| RECORDING THE ATTENDANCE AT THE MEETING AND ADOPTION OF THE LIST OF VOTES |
| Non-Voting |
|
|
|
|
|
6 |
| PRESENTATION OF THE ANNUAL ACCOUNTS, THE CONSOLIDATED ACCOUNTS, THE REPORT OF-THE BOARD OF DIRECTORS AND THE AUDITOR’S REPORT FOR THE YEAR 2018: REVIEW BY-THE PRESIDENT AND CEO |
| Non-Voting |
|
|
|
|
|
7 |
| ADOPTION OF THE ANNUAL ACCOUNTS |
| Management |
| For |
| For |
|
8 |
| PROPOSAL BY THE BOARD OF DIRECTORS TO AUTHORISE THE BOARD OF DIRECTORS TO DECIDE ON THE DISTRIBUTION OF DIVIDENDS: EUR 0.35 PER SHARE |
| Management |
| For |
| For |
|
9 |
| RESOLUTION ON THE DISCHARGE OF THE MEMBERS OF THE BOARD OF DIRECTORS AND THE PRESIDENT AND CEO FROM LIABILITY |
| Management |
| For |
| For |
|
10 |
| PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: RESOLUTION ON THE REMUNERATION OF THE MEMBERS OF THE BOARD OF DIRECTORS |
| Shareholder |
| For |
| For |
|
11 |
| PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: RESOLUTION ON THE NUMBER OF MEMBERS OF THE BOARD OF DIRECTORS: THE COMPANY’S SHAREHOLDER AF AB (PUBL) HOLDING MORE THAN 10 % OF ALL OF POYRY PLC’S SHARES AND VOTES HAVE PROPOSED TO THE ANNUAL GENERAL MEETING THAT THE NUMBER OF MEMBERS OF THE BOARD OF DIRECTORS BE FOUR (4) |
| Shareholder |
| For |
| For |
|
12 |
| PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: ELECTION OF MEMBERS OF THE BOARD OF DIRECTORS: THE COMPANY’S SHAREHOLDER AF AB (PUBL) HOLDING MORE THAN 10 % OF ALL OF POYRY PLC’S SHARES AND VOTES HAS PROPOSED TO THE ANNUAL GENERAL MEETING THAT JONAS GUSTAVSSON, STEFAN JOHANSSON, JACOB LANDEN AND MARTIN A PORTA BE APPOINTED TO THE BOARD OF DIRECTORS FOR THE TERM UNTIL THE CLOSING OF THE FOLLOWING ANNUAL GENERAL MEETING. THE CVS OF ALL PERSONS PROPOSED TO BE APPOINTED TO THE BOARD OF DIRECTORS MAY BE FOUND FROM THE COMPANY’S WEBSITE. THE CURRENT BOARD OF DIRECTORS HAVE CONCLUDED THAT IN CASE THE PENDING TENDER OFFER FOR THE SHARES OF POYRY PLC WOULD NOT BE COMPLETED AT THE TIME OF THE ANNUAL GENERAL MEETING THE BOARD OF DIRECTORS WILL MAKE A SEPARATE PROPOSAL TO THE ANNUAL GENERAL MEETING PRIOR TO THE MEETING |
| Shareholder |
| For |
| For |
|
13 |
| RESOLUTION ON THE REMUNERATION OF THE AUDITOR |
| Management |
| For |
| For |
|
14 |
| ELECTION OF AUDITOR: ACCORDING TO THE ARTICLES OF ASSOCIATION OF THE COMPANY, THE COMPANY’S AUDITOR HAS BEEN ELECTED UNTIL FURTHER NOTICE. THUS, AUDIT FIRM PRICEWATERHOUSECOOPERS OY CONTINUES AS THE COMPANY’S AUDITOR. PRICEWATERHOUSECOOPERS HAS INFORMED THAT AUTHORISED PUBLIC ACCOUNTANT CHRISTIAN SAVTSCHENKO WOULD BE APPOINTED AS THE RESPONSIBLE AUDITOR |
| Management |
| For |
| For |
|
15 |
| PROPOSAL BY THE BOARD OF DIRECTORS TO AUTHORISE THE BOARD OF DIRECTORS TO DECIDE ON THE ACQUISITION OF THE COMPANY’S OWN SHARES |
| Management |
| For |
| For |
|
16 |
| PROPOSAL BY THE BOARD OF DIRECTORS TO AUTHORISE THE BOARD OF DIRECTORS TO DECIDE ON THE ISSUANCE OF SHARES AND SPECIAL RIGHTS ENTITLING TO SHARES |
| Management |
| For |
| For |
|
17 |
| CLOSING OF THE MEETING |
| Non-Voting |
|
|
|
|
|
CMMT |
| MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO-PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE-POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED-IN ORDER FOR YOUR VOTE TO BE LODGED |
| Non-Voting |
|
|
|
|
|
CMMT |
| A POA IS NEEDED TO APPOINT OWN REPRESENTATIVE BUT IS NOT NEEDED IF A FINNISH-SUB/BANK IS APPOINTED EXCEPT IF THE SHAREHOLDER IS FINNISH THEN A POA WOULD-STILL BE REQUIRED. |
| Non-Voting |
|
|
|
|
|
ANTERO MIDSTREAM PARTNERS LP
Security | 03673L103 | Meeting Type | Special |
Ticker Symbol | AM | Meeting Date | 08-Mar-2019 |
ISIN | US03673L1035 | Agenda | 934925631 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| To approve (i) Simplification Agreement, by & among Antero Midstream GP LP, Antero Midstream Partners LP (“Antero Midstream”) & certain of their affiliates, as may be amended from time to time, (ii) merger of an indirect, wholly owned subsidiary of Antero Midstream Corp. (“New AM”) with & into Antero Midstream, as contemplated by the Simplification Agreement, with Antero Midstream surviving such Merger as an indirect, wholly owned subsidiary of New AM, and (iii) other transactions contemplated by the Simplification Agreement. |
| Management |
| For |
| For |
|
TRIBUNE MEDIA COMPANY
Security | 896047503 | Meeting Type | Special |
Ticker Symbol | TRCO | Meeting Date | 12-Mar-2019 |
ISIN | US8960475031 | Agenda | 934927914 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| Adoption of the Merger Agreement: To consider and vote on a proposal to adopt the agreement and plan of merger, dated as of November 30, 2018 (as amended from time to time, the “Merger Agreement”), by and among Tribune Media Company (“Tribune”), Nexstar Media Group, Inc. and Titan Merger Sub, Inc. |
| Management |
| Abstain |
| Against |
|
2. |
| Advisory Vote Regarding Merger Related Named Executive Officer Compensation: To consider and vote on a non-binding, advisory proposal to approve the compensation that may become payable to Tribune’s named executive officers in connection with the consummation of the merger contemplated by the Merger Agreement. |
| Management |
| Abstain |
| Against |
|
3. |
| Approval of Special Meeting: To consider and vote on a proposal to adjourn the Tribune special meeting, if necessary or appropriate, including adjournments to permit further solicitation of proxies in favor of the proposal to adopt the Merger Agreement. |
| Management |
| For |
| For |
|
TRAVELPORT WORLDWIDE LIMITED
Security | G9019D104 | Meeting Type | Special |
Ticker Symbol | TVPT | Meeting Date | 15-Mar-2019 |
ISIN | BMG9019D1048 | Agenda | 934929451 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| Approval of the Agreement and Plan of Merger, by and among Travelport Worldwide Limited, Toro Private Holdings III, Ltd. (“Parent”), and following the execution of the joinder agreement, dated December 11, 2018, Toro Private Holdings IV, Ltd. Pursuant to which Merger Sub will merge with and into Travelport, with Travelport continuing as the surviving company and a wholly owned subsidiary of Parent, the statutory merger agreement required in accordance with Section 105 of the Bermuda Companies Act 1981, as amended, and the Merger. |
| Management |
| For |
| For |
|
2. |
| Approval of the adjournment of the special general meeting of Travelport (the “Special General Meeting”) to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to approve the Merger Proposal at the time of the Special General Meeting. |
| Management |
| For |
| For |
|
3. |
| Approval on an advisory (non-binding) basis, of the compensation that may be paid or become payable to Travelport’s named executive officers in connection with the Merger. |
| Management |
| Against |
| Against |
|
AHLSELL AB (PUBL)
Security | W0300J126 | Meeting Type | ExtraOrdinary General Meeting |
Ticker Symbol |
| Meeting Date | 25-Mar-2019 |
ISIN | SE0009155005 | Agenda | 710588495 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
CMMT |
| AN ABSTAIN VOTE CAN HAVE THE SAME EFFECT AS AN AGAINST VOTE IF THE MEETING-REQUIRE APPROVAL FROM MAJORITY OF PARTICIPANTS TO PASS A RESOLUTION. |
| Non-Voting |
|
|
|
|
|
CMMT |
| MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO-PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE-POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED-IN ORDER FOR YOUR VOTE TO BE LODGED |
| Non-Voting |
|
|
|
|
|
CMMT |
| IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF- ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING- INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO-BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE- REPRESENTATIVE |
| Non-Voting |
|
|
|
|
|
1 |
| OPENING OF THE MEETING |
| Non-Voting |
|
|
|
|
|
2 |
| ELECTION OF CHAIRMAN OF THE MEETING |
| Non-Voting |
|
|
|
|
|
3 |
| PREPARATION AND APPROVAL OF THE VOTING REGISTER |
| Non-Voting |
|
|
|
|
|
4 |
| APPROVAL OF THE AGENDA |
| Non-Voting |
|
|
|
|
|
5 |
| ELECTION OF ONE OR TWO PERSONS TO CHECK AND VERIFY THE MINUTES |
| Non-Voting |
|
|
|
|
|
6 |
| DETERMINATION OF WHETHER THE MEETING HAS BEEN DULY CONVENED |
| Non-Voting |
|
|
|
|
|
7 |
| PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: RESOLUTION TO ALTER THE ARTICLES OF ASSOCIATION, INCLUDING TRANSITION TO A BROKEN FINANCIAL YEAR (1 APRIL - 31 MARCH): SECTION 1 |
| Shareholder |
| Abstain |
|
|
|
8 |
| DETERMINATION OF THE NUMBER OF BOARD MEMBERS |
| Management |
| Abstain |
|
|
|
9 |
| DETERMINATION OF REMUNERATION TO BE PAID TO THE BOARD MEMBERS |
| Management |
| Abstain |
|
|
|
10 |
| ELECTION OF BOARD MEMBERS |
| Management |
| Abstain |
|
|
|
11 |
| CLOSING OF THE MEETING |
| Non-Voting |
|
|
|
|
|
CRIUS ENERGY TRUST
Security | 22676R115 | Meeting Type | Special |
Ticker Symbol | CRIUF | Meeting Date | 28-Mar-2019 |
ISIN | CA22676R1156 | Agenda | 934938311 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1 |
| TO CONSIDER, AND IF DEEMED ADVISABLE, PASS, WITH OR WITHOUT VARIATION, A SPECIAL RESOLUTION (THE “TRANSACTION RESOLUTION”), THE FULL TEXT OF WHICH IS SET FORTH IN SCHEDULE “B” TO THE MANAGEMENT INFORMATION CIRCULAR OF CRIUS ENERGY TRUST (THE “TRUST”) DATED FEBRUARY 25, 2019 (THE “INFORMATION CIRCULAR”), APPROVING THE TRANSACTIONS CONTEMPLATED IN THE PURCHASE AGREEMENT MADE AS OF FEBRUARY 7, 2019 (AS AMENDED ON FEBRUARY 19, 2019, AND AS MAY BE FURTHER AMENDED IN ACCORDANCE WITH ITS TERMS) (THE “PURCHASE AGREEMENT”), AS MORE PARTICULARLY DESCRIBED IN THE INFORMATION CIRCULAR. |
| Management |
| For |
| For |
|
DAIRY CREST GROUP PLC
Security | G2624G109 | Meeting Type | Court Meeting |
Ticker Symbol |
| Meeting Date | 01-Apr-2019 |
ISIN | GB0002502812 | Agenda | 710684982 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
CMMT |
| PLEASE NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION FOR THIS MEETING TYPE.-PLEASE CHOOSE BETWEEN “FOR” AND “AGAINST” ONLY. SHOULD YOU CHOOSE TO VOTE-ABSTAIN FOR THIS MEETING THEN YOUR VOTE WILL BE DISREGARDED BY THE ISSUER OR-ISSUERS AGENT |
| Non-Voting |
|
|
|
|
|
1 |
| APPROVAL OF THE SCHEME |
| Management |
| For |
| For |
|
DAIRY CREST GROUP PLC
Security | G2624G109 | Meeting Type | Ordinary General Meeting |
Ticker Symbol |
| Meeting Date | 01-Apr-2019 |
ISIN | GB0002502812 | Agenda | 710685011 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1 |
| TO GIVE AUTHORITY TO THE DIRECTORS OF THE COMPANY TO TAKE ALL SUCH ACTION AS THEY MAY CONSIDER NECESSARY OR APPROPRIATE FOR CARRYING THE SCHEME INTO EFFECT |
| Management |
| For |
| For |
|
GOLDCORP INC.
Security | 380956409 | Meeting Type | Special |
Ticker Symbol | GG | Meeting Date | 04-Apr-2019 |
ISIN | CA3809564097 | Agenda | 934942738 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1 |
| A special resolution to approve an arrangement under Section 182 of the Business Corporations Act (Ontario) involving the Company and Newmont Mining Corporation, all as more particularly described in the management information circular of the Company dated March 4, 2019. |
| Management |
| For |
| For |
|
L3 TECHNOLOGIES, INC.
Security | 502413107 | Meeting Type | Special |
Ticker Symbol | LLL | Meeting Date | 04-Apr-2019 |
ISIN | US5024131071 | Agenda | 934934832 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| To consider and vote on a proposal (the “L3 merger agreement proposal”) to adopt the Agreement and Plan of Merger, dated as of October 12, 2018 (as it may be amended from time to time), by and among Harris Corporation, L3 Technologies, Inc. and Leopard Merger Sub Inc., pursuant to which Leopard Merger Sub Inc. will merge with and into L3 Technologies, Inc. and L3 Technologies, Inc. will continue as the surviving corporation and wholly-owned subsidiary of Harris Corporation. |
| Management |
| For |
| For |
|
2. |
| To consider and vote on an advisory (non-binding) proposal (the “L3 compensation proposal”) to approve the executive officer compensation that may be paid or become payable to L3 Technologies, Inc.’s named executive officers in connection with the merger. |
| Management |
| For |
| For |
|
3. |
| To consider and vote on a proposal (the “L3 adjournment proposal”) to approve the adjournment of the Special Meeting of L3 stockholders, if necessary or appropriate, including to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve the merger agreement proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to L3 stockholders. |
| Management |
| For |
| For |
|
ATTUNITY LTD.
Security | M15332121 | Meeting Type | Special |
Ticker Symbol | ATTU | Meeting Date | 07-Apr-2019 |
ISIN | IL0010828825 | Agenda | 934958438 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| Approval of the acquisition of Attunity Ltd. (the “Company” or “Attunity”) by QlikTech International AB (“Parent”), including the approval of: (i) the Agreement and Plan of Merger, dated as of February 21, 2019 (as it may be amended from time to time, the “merger agreement”), by and among Parent, Joffiger Ltd. (“Merger Sub”), Attunity and, solely for purposes of certain specified provisions of the merger agreement, Project Alpha Intermediate Holding, Inc. (“Ultimate ...(due to space limits, see proxy material for full proposal). |
| Management |
| For |
| For |
|
1A. |
| The undersigned confirms that he, she or it is not a Parent Affiliate (i.e., Parent, Merger Sub, Ultimate Parent, Qlik Technologies or any person or entity holding at least 25% of the means of control of either Parent, Merger Sub, Ultimate ...(due to space limits, see proxy material for full proposal). Please confirm you are a controlling shareholder/have a personal interest If you do not vote YES or NO your vote will not count for the Proposal #1 Mark “For” = Yes or “Against” = No. |
| Management |
| For |
| For |
|
2. |
| To clarify and approve the accelerated vesting, as of immediately prior to the effective time of the merger, of the unvested portion of equity-based awards granted to Attunity’s non-employee directors (such unvested portion to consist, in the aggregate, of 4,801 restricted share units and 10,024 stock options). |
| Management |
| For |
| For |
|
CLEMENTIA PHARMACEUTICALS INC.
Security | 185575107 | Meeting Type | Special |
Ticker Symbol | CMTA | Meeting Date | 09-Apr-2019 |
ISIN | CA1855751071 | Agenda | 934948526 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1 |
| Pass, with or without variation, a special resolution, the full text of which is set forth in Appendix “A” to the management information circular of Clementia Pharmaceuticals Inc. dated March 7, 2019 (the “Information Circular”), approving the statutory plan of arrangement under section 192 of the Canada Business Corporations Act involving Clementia Pharmaceuticals Inc., Ipsen S.A. and 11188291 Canada Inc., as more particularly described in the Information Circular. |
| Management |
| For |
| For |
|
AMER SPORTS CORPORATION
Security | X01416118 | Meeting Type | ExtraOrdinary General Meeting |
Ticker Symbol |
| Meeting Date | 11-Apr-2019 |
ISIN | FI0009000285 | Agenda | 710785962 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
CMMT |
| MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO-PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE-POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED-IN ORDER FOR YOUR VOTE TO BE LODGED |
| Non-Voting |
|
|
|
|
|
CMMT |
| A POA IS NEEDED TO APPOINT OWN REPRESENTATIVE BUT IS NOT NEEDED IF A FINNISH-SUB/BANK IS APPOINTED EXCEPT IF THE SHAREHOLDER IS FINNISH THEN A POA WOULD-STILL BE REQUIRED. |
| Non-Voting |
|
|
|
|
|
1 |
| OPENING OF THE MEETING |
| Non-Voting |
|
|
|
|
|
2 |
| CALLING THE MEETING TO ORDER |
| Non-Voting |
|
|
|
|
|
3 |
| ELECTION OF PERSONS TO SCRUTINIZE THE MINUTES AND TO SUPERVISE THE COUNTING-OF VOTES |
| Non-Voting |
|
|
|
|
|
4 |
| RECORDING THE LEGALITY OF THE MEETING |
| Non-Voting |
|
|
|
|
|
5 |
| RECORDING THE ATTENDANCE AT THE MEETING AND THE LIST OF VOTES |
| Non-Voting |
|
|
|
|
|
6 |
| RESOLUTION ON THE REMUNERATION OF THE MEMBERS OF THE BOARD OF DIRECTORS |
| Management |
| For |
| For |
|
7 |
| RESOLUTION ON THE NUMBER OF MEMBERS OF THE BOARD OF DIRECTORS: SEVEN (7) |
| Management |
| For |
| For |
|
8 |
| CHANGES TO THE COMPOSITION OF THE BOARD OF DIRECTORS: MR. SHIZHONG DING, MR. JIE ZHENG, MR. SHIXIAN LAI, MS. JENNIFER QINGYI ZHENG, MR. KUI TANG, MR. DENNIS JAMES WILSON AND MR. ZHAOHUI LI. THE TERM OF OFFICE OF THE COMPANY’S CURRENT MEMBERS OF THE BOARD OF DIRECTORS SHALL END UPON THE ELECTION OF THE ABOVE NEW MEMBERS |
| Management |
| For |
| For |
|
9 |
| CLOSING OF THE MEETING |
| Non-Voting |
|
|
|
|
|
FIRST DATA CORPORATION
Security | 32008D106 | Meeting Type | Consent |
Ticker Symbol | FDC | Meeting Date | 11-Apr-2019 |
ISIN | US32008D1063 | Agenda | 934956662 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| The adoption of the Agreement and Plan of Merger, dated as of January 16, 2019, by and among First Data, Fiserv and 300 Holdings, Inc., a Delaware corporation (“Merger Sub”), pursuant to which Merger Sub will merge with and into First Data (the “Merger”), with First Data surviving the Merger as a direct, wholly owned subsidiary of Fiserv. |
| Management |
| For |
| For |
|
2. |
| The adoption of the following resolution, on a non- binding, advisory basis: “RESOLVED, that compensation that will or may be made to First Data’s named executive officers in connection with the Merger, and the agreements or understandings pursuant to which such compensation will or may be made, in each case, as disclosed pursuant to Item 402(t) of Regulation S-K under the heading “The Merger-Interests of Certain First Data Directors & Executive Officers in Merger” beginning on page 132 of Joint Proxy & Consent Solicitation Statement/Prospectus. |
| Management |
| For |
| For |
|
CELGENE CORPORATION
Security | 151020104 | Meeting Type | Special |
Ticker Symbol | CELG | Meeting Date | 12-Apr-2019 |
ISIN | US1510201049 | Agenda | 934934274 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1 |
| Adoption of the Agreement and Plan of Merger, dated as of January 2, 2019, as it may be amended from time to time (the merger agreement), among Bristol-Myers Squibb Company, a Delaware corporation (Bristol-Myers Squibb), Burgundy Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Bristol-Myers Squibb, and Celgene Corporation (Celgene), pursuant to which Burgundy Merger Sub, Inc. will be merged with and into Celgene (the merger). |
| Management |
| For |
| For |
|
2 |
| Approval of the adjournment from time to time of the special meeting of the stockholders of Celgene (the Celgene special meeting) if necessary to solicit additional proxies if there are not sufficient votes to adopt the merger agreement at the time of the Celgene special meeting or any adjournment or postponement thereof. |
| Management |
| For |
| For |
|
3 |
| Approval, on an advisory (non-binding) basis, of the compensation that will or may be paid or provided by Celgene to its named executive officers in connection with the merger. |
| Management |
| For |
| For |
|
CELGENE CORPORATION
Security | 151020104 | Meeting Type | Special |
Ticker Symbol | CELG | Meeting Date | 12-Apr-2019 |
ISIN | US1510201049 | Agenda | 934939642 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| Adoption of the Agreement and Plan of Merger, dated as of January 2, 2019, as it may be amended from time to time (the merger agreement), among Bristol-Myers Squibb Company, a Delaware corporation (Bristol-Myers Squibb), Burgundy Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Bristol-Myers Squibb, and Celgene Corporation (Celgene), pursuant to which Burgundy Merger Sub, Inc. will be merged with and into Celgene (the merger). |
| Management |
| For |
| For |
|
2. |
| Approval of the adjournment from time to time of the special meeting of the stockholders of Celgene (the Celgene special meeting) if necessary to solicit additional proxies if there are not sufficient votes to adopt the merger agreement at the time of the Celgene special meeting or any adjournment or postponement thereof. |
| Management |
| For |
| For |
|
3. |
| Approval, on an advisory (non-binding) basis, of the compensation that will or may be paid or provided by Celgene to its named executive officers in connection with the merger. |
| Management |
| For |
| For |
|
VERSUM MATERIALS, INC.
Security | 92532W103 | Meeting Type | Contested-Special |
Ticker Symbol | VSM | Meeting Date | 12-Apr-2019 |
ISIN | US92532W1036 | Agenda | 934958440 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| Adoption of the Agreement and Plan of Merger, dated as of January 27, 2019 (as it may be amended from time to time) (the “merger agreement”), by and between Versum Materials, Inc. (“Versum”) and Entegris, Inc. (“Entegris”), pursuant to which Versum will merge with and into Entegris, with Entegris surviving the merger (the “Versum merger agreement proposal”). |
| Management |
| Abstain |
|
|
|
2. |
| Approval, on a non-binding, advisory basis, of certain compensation that will or may be paid to Versum’s named executive officers in connection with the transactions contemplated by the merger agreement (the “Versum compensation proposal”). |
| Management |
| Abstain |
|
|
|
3. |
| Approval of the adjournment of the Special meeting of Versum stockholders to solicit additional proxies if there are not sufficient votes at the time of the special meeting of Versum stockholders to approve the Versum merger agreement proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to Versum stockholders (the “Versum adjournment proposal”). |
| Management |
| Abstain |
|
|
|
VERSUM MATERIALS, INC.
Security | 92532W103 | Meeting Type | Contested-Special |
Ticker Symbol | VSM | Meeting Date | 12-Apr-2019 |
ISIN | US92532W1036 | Agenda | 934963073 - Opposition |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| Adoption of the Agreement and Plan of Merger, dated as of January 27, 2019 (as it may be amended from time to time) (the “merger agreement”), by and between Versum Materials, Inc. (“Versum”) and Entegris, Inc. (“Entegris”), pursuant to which Versum will merge with and into Entegris, with Entegris surviving the merger. |
| Management |
| Abstain |
| Against |
|
2. |
| Approval, on a non-binding, advisory basis, of certain compensation that will or may be paid to Versum’s named executive officers in connection with the transactions contemplated by the merger agreement. |
| Management |
| Abstain |
| Against |
|
3. |
| Approval of the adjournment of the Special meeting of Versum stockholders to solicit additional proxies if there are not sufficient votes at the time of the special meeting of Versum stockholders to approve the Versum merger agreement proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to Versum stockholders. |
| Management |
| Abstain |
| Against |
|
ELLIE MAE, INC.
Security | 28849P100 | Meeting Type | Special |
Ticker Symbol | ELLI | Meeting Date | 15-Apr-2019 |
ISIN | US28849P1003 | Agenda | 934954872 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| To adopt the Agreement and Plan of Merger, dated as of February 11, 2019, by and among Ellie Mae, Inc., EM Eagle Purchaser, LLC and EM Eagle Merger Sub, Inc. (the “Merger Agreement”). |
| Management |
| For |
| For |
|
2. |
| To approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to Ellie Mae, Inc.’s named executive officers that is based on or otherwise relates to the Merger Agreement and the transaction contemplated by the Merger Agreement. |
| Management |
| For |
| For |
|
3. |
| To approve any proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting. |
| Management |
| For |
| For |
|
SOLIUM CAPITAL INC.
Security | 83425Q105 | Meeting Type | Special |
Ticker Symbol | SIUMF | Meeting Date | 15-Apr-2019 |
ISIN | CA83425Q1054 | Agenda | 934950812 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1 |
| Approval of a special resolution, the full text of which is set forth in Appendix A to the accompanying management information circular of the Corporation dated March 12, 2019, approving an arrangement pursuant to section 193 of the Business Corporations Act (Alberta) involving the Corporation, Morgan Stanley, 2172350 Alberta Ltd. and the holders of common shares, stock options and restricted share units in the capital of the Corporation. |
| Management |
| For |
| For |
|
RPC GROUP PLC
Security | G7699G108 | Meeting Type | Court Meeting |
Ticker Symbol |
| Meeting Date | 18-Apr-2019 |
ISIN | GB0007197378 | Agenda | 710805574 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
CMMT |
| PLEASE NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION FOR THIS MEETING TYPE.-PLEASE CHOOSE BETWEEN “FOR” AND “AGAINST” ONLY. SHOULD YOU CHOOSE TO VOTE-ABSTAIN FOR THIS MEETING THEN YOUR VOTE WILL BE DISREGARDED BY THE ISSUER OR-ISSUERS AGENT |
| Non-Voting |
|
|
|
|
|
1 |
| TO APPROVE THE SCHEME |
| Management |
| For |
| For |
|
RPC GROUP PLC
Security | G7699G108 | Meeting Type | Ordinary General Meeting |
Ticker Symbol |
| Meeting Date | 18-Apr-2019 |
ISIN | GB0007197378 | Agenda | 710805586 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1 |
| TO GIVE EFFECT TO THE SCHEME, AS SET OUT IN THE NOTICE OF GENERAL MEETING, INCLUDING THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION |
| Management |
| For |
| For |
|
SUNTRUST BANKS, INC.
Security | 867914103 | Meeting Type | Annual |
Ticker Symbol | STI | Meeting Date | 23-Apr-2019 |
ISIN | US8679141031 | Agenda | 934933638 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1A |
| Election of Director: Agnes Bundy Scanlan |
| Management |
| For |
| For |
|
1B |
| Election of Director: Dallas S. Clement |
| Management |
| For |
| For |
|
1C |
| Election of Director: Paul D. Donahue |
| Management |
| For |
| For |
|
1D |
| Election of Director: Paul R. Garcia |
| Management |
| For |
| For |
|
1E |
| Election of Director: Donna S. Morea |
| Management |
| For |
| For |
|
1F |
| Election of Director: David M. Ratcliffe |
| Management |
| For |
| For |
|
1G |
| Election of Director: William H. Rogers, Jr. |
| Management |
| For |
| For |
|
1H |
| Election of Director: Frank P. Scruggs, Jr. |
| Management |
| For |
| For |
|
1I |
| Election of Director: Bruce L. Tanner |
| Management |
| For |
| For |
|
1J |
| Election of Director: Steven C. Voorhees |
| Management |
| For |
| For |
|
2 |
| To approve, on an advisory basis, the Company’s executive compensation. |
| Management |
| For |
| For |
|
3 |
| To ratify the appointment of Ernst & Young LLP as our independent auditor for 2019. |
| Management |
| For |
| For |
|
TCF FINANCIAL CORPORATION
Security | 872275102 | Meeting Type | Annual |
Ticker Symbol | TCF | Meeting Date | 24-Apr-2019 |
ISIN | US8722751026 | Agenda | 934940140 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
| |
1. |
| DIRECTOR |
| Management |
|
|
|
|
| |
|
| 1 | Peter Bell |
|
|
| For |
| For |
|
|
| 2 | William F. Bieber |
|
|
| For |
| For |
|
|
| 3 | Theodore J. Bigos |
|
|
| For |
| For |
|
|
| 4 | Craig R. Dahl |
|
|
| For |
| For |
|
|
| 5 | Karen L. Grandstrand |
|
|
| For |
| For |
|
|
| 6 | George G. Johnson |
|
|
| For |
| For |
|
|
| 7 | Richard H. King |
|
|
| For |
| For |
|
|
| 8 | Vance K. Opperman |
|
|
| For |
| For |
|
|
| 9 | Roger J. Sit |
|
|
| For |
| For |
|
|
| 10 | Julie H. Sullivan |
|
|
| For |
| For |
|
|
| 11 | Barry N. Winslow |
|
|
| For |
| For |
|
|
| 12 | Theresa M. H. Wise |
|
|
| For |
| For |
|
2. |
| Advisory (Non-Binding) Vote to Approve Executive Compensation as Disclosed in the Proxy Statement. |
| Management |
| For |
| For |
| |
3. |
| Advisory (Non-Binding) Vote to Ratify the Appointment of KPMG LLP as Independent Registered Public Accountants for 2019. |
| Management |
| For |
| For |
|
MANX TELECOM PLC
Security | G581A0100 | Meeting Type | Court Meeting |
Ticker Symbol |
| Meeting Date | 26-Apr-2019 |
ISIN | IM00BHY3RF70 | Agenda | 710829853 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
CMMT |
| PLEASE NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION FOR THIS MEETING TYPE.-PLEASE CHOOSE BETWEEN “FOR” AND “AGAINST” ONLY. SHOULD YOU CHOOSE TO VOTE-ABSTAIN FOR THIS MEETING THEN YOUR VOTE WILL BE DISREGARDED BY THE ISSUER OR-ISSUERS AGENT. |
| Non-Voting |
|
|
|
|
|
1 |
| TO APPROVE THE SCHEME OF ARRANGEMENT AS SET OUT IN THE NOTICE OF THE COURT MEETING |
| Management |
| For |
| For |
|
MANX TELECOM PLC
Security | G581A0100 | Meeting Type | Ordinary General Meeting |
Ticker Symbol |
| Meeting Date | 26-Apr-2019 |
ISIN | IM00BHY3RF70 | Agenda | 710856482 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1 |
| FOR THE PURPOSE IN EACH CASE OF GIVING EFFECT TO THE SCHEME OF ARRANGEMENT AND AS SET OUT IN THE NOTICE OF EXTRAORDINARY GENERAL MEETING: (A) TO AUTHORISE THE DIRECTORS OF THE COMPANY TO TAKE ALL NECESSARY AND APPROPRIATE ACTION; AND (B) TO AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY |
| Management |
| For |
| For |
|
CEVA LOGISTICS AG
Security | H13636107 | Meeting Type | Annual General Meeting |
Ticker Symbol |
| Meeting Date | 29-Apr-2019 |
ISIN | CH0413237394 | Agenda | 710890395 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
| |
CMMT |
| PART 2 OF THIS MEETING IS FOR VOTING ON AGENDA AND MEETING ATTENDANCE-REQUESTS ONLY. PLEASE ENSURE THAT YOU HAVE FIRST VOTED IN FAVOUR OF THE-REGISTRATION OF SHARES IN PART 1 OF THE MEETING. IT IS A MARKET REQUIREMENT-FOR MEETINGS OF THIS TYPE THAT THE SHARES ARE REGISTERED AND MOVED TO A-REGISTERED LOCATION AT THE CSD, AND SPECIFIC POLICIES AT THE INDIVIDUAL-SUB- CUSTODIANS MAY VARY. UPON RECEIPT OF THE VOTE INSTRUCTION, IT IS POSSIBLE-THAT A MARKER MAY BE PLACED ON YOUR SHARES TO ALLOW FOR RECONCILIATION AND-RE- REGISTRATION FOLLOWING A TRADE. THEREFORE WHILST THIS DOES NOT PREVENT THE-TRADING OF SHARES, ANY THAT ARE REGISTERED MUST BE FIRST DEREGISTERED IF-REQUIRED FOR SETTLEMENT. DEREGISTRATION CAN AFFECT THE VOTING RIGHTS OF THOSE-SHARES. IF YOU HAVE CONCERNS REGARDING YOUR ACCOUNTS, PLEASE CONTACT YOUR-CLIENT REPRESENTATIVE |
| Non-Voting |
|
|
|
|
| |
|
| 1 | APPROVAL OF THE ANNUAL REPORT, THE STAND-ALONE FINANCIAL STATEMENTS OF CEVA LOGISTICS AG AND THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR 2018 |
|
|
| Management |
| Abstain |
|
|
| 2 | APPROPRIATION OF AVAILABLE EARNINGS OF CEVA LOGISTICS AG |
|
|
| Management |
| Abstain |
|
|
| 3 | DISCHARGE OF THE MEMBERS OF THE BOARD OF DIRECTORS AND THE EXECUTIVE MANAGEMENT |
|
|
| Management |
| Abstain |
|
|
| 4.1 | CONSULTATIVE VOTE ON THE 2018 COMPENSATION REPORT |
|
|
| Management |
| Abstain |
|
|
| 4.2 | APPROVAL OF THE MAXIMUM AGGREGATE AMOUNT OF COMPENSATION OF THE BOARD OF DIRECTORS FOR THE PERIOD FROM THE 2019 ANNUAL GENERAL MEETING UNTIL THE 2020 ANNUAL GENERAL MEETING |
|
|
| Management |
| Abstain |
|
|
| 4.3 | APPROVAL OF THE MAXIMUM AGGREGATE AMOUNT OF COMPENSATION OF THE EXECUTIVE MANAGEMENT FOR THE FINANCIAL YEAR 2020 |
|
|
| Management |
| Abstain |
|
|
| 5.1.1 | RE-ELECTION OF MEMBER OF THE BOARD OF DIRECTORS: DANIEL HURSTEL |
|
|
| Management |
| Abstain |
|
|
| 5.1.2 | RE-ELECTION OF MEMBER OF THE BOARD OF DIRECTORS: EMANUEL R. PEARLMAN |
|
|
| Management |
| Abstain |
|
|
| 5.1.3 | RE-ELECTION OF MEMBER OF THE BOARD OF DIRECTORS: RODOLPHE SAADE |
|
|
| Management |
| Abstain |
|
|
| 5.1.4 | RE-ELECTION OF MEMBER OF THE BOARD OF DIRECTORS: ROLF WATTER |
|
|
| Management |
| Abstain |
|
|
| 5.2.1 | ELECTION OF NEW MEMBER OF THE BOARD OF DIRECTORS: BEATRICE DE CLERMONT TONNERRE |
|
|
| Management |
| Abstain |
|
|
| 5.2.2 | ELECTION OF NEW MEMBER OF THE BOARD OF DIRECTORS: FARID SALEM |
|
|
| Management |
| Abstain |
|
|
| 5.2.3 | ELECTION OF NEW MEMBER OF THE BOARD OF DIRECTORS: MICHEL SIRAT |
|
|
| Management |
| Abstain |
|
|
| 5.3 | ELECTION OF THE CHAIRMAN OF THE BOARD OF DIRECTORS: RODOLPHE SAADE |
|
|
| Management |
| Abstain |
|
|
| 5.4.1 | ELECTION OF THE MEMBER OF THE COMPENSATION COMMITTEE: RODOLPHE SAADE |
|
|
| Management |
| Abstain |
|
|
| 5.4.2 | ELECTION OF THE MEMBER OF THE COMPENSATION COMMITTEE: ROLF WATTER |
|
|
| Management |
| Abstain |
|
|
| 5.5 | RE-ELECTION OF THE INDEPENDENT PROXY: JOST WINDLIN |
|
|
| Management |
| Abstain |
|
|
| 5.6 | ELECTION OF THE AUDITORS |
|
|
| Management |
| Abstain |
|
CMMT |
| 16 APR 2019: PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN NUMBERING-OF RESOLUTION 5. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE-AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. |
| Non-Voting |
|
|
|
|
|
THE ULTIMATE SOFTWARE GROUP, INC.
Security | 90385D107 | Meeting Type | Special |
Ticker Symbol | ULTI | Meeting Date | 30-Apr-2019 |
ISIN | US90385D1072 | Agenda | 934970612 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| To adopt the Agreement and Plan of Merger, dated as of February 3, 2019 (as it may be amended from time to time, the merger agreement), by and among The Ultimate Software Group, Inc., a Delaware corporation (the Company), Unite Parent Corp., a Delaware corporation (Parent), and Unite Merger Sub Corp., a Delaware corporation and an indirect wholly owned subsidiary of Parent (Merger Sub), pursuant to which Merger Sub will be merged with and into the Company (the merger). |
| Management |
| For |
| For |
|
2. |
| To approve, on an advisory (non-binding) basis, certain compensation that may be paid or become payable to the Companys named executive officers in connection with the merger. |
| Management |
| For |
| For |
|
3. |
| To approve the adjournment of the special meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement. |
| Management |
| For |
| For |
|
THE ULTIMATE SOFTWARE GROUP, INC.
Security | 90385D107 | Meeting Type | Special |
Ticker Symbol | ULTI | Meeting Date | 30-Apr-2019 |
ISIN | US90385D1072 | Agenda | 934980017 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| To adopt the Agreement and Plan of Merger, dated as of February 3, 2019 (as it may be amended from time to time, the merger agreement), by and among The Ultimate Software Group, Inc., a Delaware corporation (the Company), Unite Parent Corp., a Delaware corporation (Parent), and Unite Merger Sub Corp., a Delaware corporation and an indirect wholly owned subsidiary of Parent (Merger Sub), pursuant to which Merger Sub will be merged with and into the Company (the merger). |
| Management |
| For |
| For |
|
2. |
| To approve, on an advisory (non-binding) basis, certain compensation that may be paid or become payable to the Companys named executive officers in connection with the merger. |
| Management |
| For |
| For |
|
3. |
| To approve the adjournment of the special meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement. |
| Management |
| For |
| For |
|
INMARSAT PLC
Security | G4807U103 | Meeting Type | Annual General Meeting |
Ticker Symbol |
| Meeting Date | 01-May-2019 |
ISIN | GB00B09LSH68 | Agenda | 710812822 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1 |
| ACCEPT FINANCIAL STATEMENTS AND STATUTORY REPORTS |
| Management |
| For |
| For |
|
2 |
| APPROVE REMUNERATION REPORT |
| Management |
| Against |
| Against |
|
3 |
| APPROVE REMUNERATION POLICY |
| Management |
| Against |
| Against |
|
4 |
| AMEND EXECUTIVE SHARE PLAN |
| Management |
| Against |
| Against |
|
5 |
| APPROVE FINAL DIVIDEND |
| Management |
| For |
| For |
|
6 |
| ELECT TRACY CLARKE AS DIRECTOR |
| Management |
| For |
| For |
|
7 |
| RE-ELECT TONY BATES AS DIRECTOR |
| Management |
| For |
| For |
|
8 |
| RE-ELECT SIMON BAX AS DIRECTOR |
| Management |
| For |
| For |
|
9 |
| RE-ELECT SIR BRYAN CARSBERG AS DIRECTOR |
| Management |
| For |
| For |
|
10 |
| RE-ELECT WARREN FINEGOLD AS DIRECTOR |
| Management |
| For |
| For |
|
11 |
| RE-ELECT ROBERT KEHLER AS DIRECTOR |
| Management |
| For |
| For |
|
12 |
| RE-ELECT PHILLIPA MCCROSTIE AS DIRECTOR |
| Management |
| For |
| For |
|
13 |
| RE-ELECT JANICE OBUCHOWSKI AS DIRECTOR |
| Management |
| For |
| For |
|
14 |
| RE-ELECT RUPERT PEARCE AS DIRECTOR |
| Management |
| For |
| For |
|
15 |
| RE-ELECT DR ABE PELED AS DIRECTOR |
| Management |
| For |
| For |
|
16 |
| RE-ELECT ROBERT RUIJTER AS DIRECTOR |
| Management |
| For |
| For |
|
17 |
| RE-ELECT ANDREW SUKAWATY AS DIRECTOR |
| Management |
| For |
| For |
|
18 |
| RE-ELECT DR HAMADOUN TOURE AS DIRECTOR |
| Management |
| For |
| For |
|
19 |
| REAPPOINT DELOITTE LLP AS AUDITORS |
| Management |
| For |
| For |
|
20 |
| AUTHORISE THE AUDIT COMMITTEE TO FIX REMUNERATION OF AUDITORS |
| Management |
| For |
| For |
|
21 |
| AUTHORISE EU POLITICAL DONATIONS AND EXPENDITURE |
| Management |
| Abstain |
| Against |
|
22 |
| AUTHORISE ISSUE OF EQUITY |
| Management |
| Abstain |
| Against |
|
23 |
| AUTHORISE ISSUE OF EQUITY WITHOUT PRE- EMPTIVE RIGHTS |
| Management |
| Abstain |
| Against |
|
24 |
| AUTHORISE ISSUE OF EQUITY WITHOUT PRE- EMPTIVE RIGHTS IN CONNECTION WITH AN ACQUISITION OR OTHER CAPITAL INVESTMENT |
| Management |
| Abstain |
| Against |
|
25 |
| AUTHORISE MARKET PURCHASE OF ORDINARY SHARES |
| Management |
| Abstain |
| Against |
|
26 |
| AMEND ARTICLES OF ASSOCIATION |
| Management |
| Abstain |
| Against |
|
27 |
| AUTHORISE THE COMPANY TO CALL GENERAL MEETING WITH TWO WEEKS’ NOTICE |
| Management |
| Against |
| Against |
|
TRIBUNE MEDIA COMPANY
Security | 896047503 | Meeting Type | Annual |
Ticker Symbol | TRCO | Meeting Date | 01-May-2019 |
ISIN | US8960475031 | Agenda | 934951787 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1a. |
| Election of Director: Ross Levinsohn |
| Management |
| For |
| For |
|
1b. |
| Election of Director: Peter E. Murphy |
| Management |
| For |
| For |
|
2. |
| Advisory vote approving executive compensation. |
| Management |
| For |
| For |
|
3. |
| The ratification of the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for the 2019 fiscal year. |
| Management |
| For |
| For |
|
NIGHTSTAR THERAPEUTICS PLC
Security | 65413A101 | Meeting Type | Special |
Ticker Symbol | NITE | Meeting Date | 08-May-2019 |
ISIN | US65413A1016 | Agenda | 934992529 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
C1 |
| To approve the scheme of arrangement proposed to be made between the Company and certain Company shareholders (the “Scheme”) subject to the terms and conditions and as set out in the Scheme Document dated April 9, 2019. |
| Management |
| For |
| For |
|
S1 |
| THAT: notwithstanding anything contained in the Company’s articles of association, the board of directors of the Company (the “Board”) be authorised to re-designate any ordinary share of GBP 0.01 in the capital of the Company (each, an “Ordinary Share”) that is subject to a vesting agreement dated on or about 27 September 2017, entered into between the Company and certain then employee-holders of Ordinary Shares in the capital of the Company, as a Deferred Share in the capital ...(due to space limits, see proxy material for full proposal). |
| Management |
| For |
| For |
|
O2 |
| THAT: conditional upon passing Resolution 1 and the Board so authorising, the terms of each of the buy-back agreements to acquire any Deferred Shares in the forms available for inspection on the Company’s website and at its registered office be and is hereby approved. |
| Management |
| For |
| For |
|
S3 |
| THAT: for the purpose of giving effect to the scheme of arrangement dated April 9, 2019 (the “Scheme”) between the Company and the holders of the Nightstar Scheme Shares (as defined in the Scheme), a print of which has been produced to this meeting and for the purposes of identification signed by the Chairman hereof, in its original form or subject to such modification, addition or condition agreed between the Company and Biogen Switzerland Holdings GmbH and approved or imposed by ...(due to space limits, see proxy material for full proposal). |
| Management |
| For |
| For |
|
FIRST DATA CORPORATION
Security | 32008D106 | Meeting Type | Annual |
Ticker Symbol | FDC | Meeting Date | 09-May-2019 |
ISIN | US32008D1063 | Agenda | 934958907 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
| |
1. |
| DIRECTOR |
| Management |
|
|
|
|
| |
|
| 1 | Frank J. Bisignano |
|
|
| For |
| For |
|
|
| 2 | Henry R. Kravis |
|
|
| For |
| For |
|
|
| 3 | Heidi G. Miller |
|
|
| For |
| For |
|
2. |
| Cast an advisory vote on the compensation of named executive officers. |
| Management |
| For |
| For |
| |
3. |
| Ratify the appointment of Ernst & Young LLP as First Data’s independent registered public accounting firm for our fiscal year ending December 31, 2019. |
| Management |
| For |
| For |
|
GLUSKIN SHEFF + ASSOCIATES INC.
Security | 37989N106 | Meeting Type | Special |
Ticker Symbol | GLUSF | Meeting Date | 09-May-2019 |
ISIN | CA37989N1069 | Agenda | 934998684 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1 |
| To consider, and if thought advisable, to pass, with or without variation, a special resolution, the full text of which is set out in Appendix B to the accompanying management information circular of the Company (the “Information Circular”), to approve a plan of arrangement pursuant to Section 182 of the Business Corporations Act (Ontario), all as more particularly described in the Information Circular. |
| Management |
| For |
| For |
|
INMARSAT PLC
Security | G4807U103 | Meeting Type | Ordinary General Meeting |
Ticker Symbol |
| Meeting Date | 10-May-2019 |
ISIN | GB00B09LSH68 | Agenda | 711006848 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1 |
| TO GIVE EFFECT TO THE SCHEME, INCLUDING AUTHORISING THE DIRECTORS OF THE COMPANY (OR A DULY AUTHORISED COMMITTEE OF THE DIRECTORS) TO TAKE ALL SUCH ACTION AS THEY MAY CONSIDER NECESSARY OR APPROPRIATE FOR CARRYING THE SCHEME INTO EFFECT, AND AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY, AS SET OUT IN THE NOTICE OF GENERAL MEETING |
| Management |
| For |
| For |
|
CMMT |
| 23 APR 2019: PLEASE NOTE THAT THE MEETING TYPE WAS CHANGED FROM EGM TO OGM-AND MODIFICATION OF TEXT OF RESOLUTION 1. IF YOU HAVE ALREADY SENT IN YOUR-VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL-INSTRUCTIONS. THANK YOU. |
| Non-Voting |
|
|
|
|
|
INMARSAT PLC
Security | G4807U103 | Meeting Type | Court Meeting |
Ticker Symbol |
| Meeting Date | 10-May-2019 |
ISIN | GB00B09LSH68 | Agenda | 711022347 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1 |
| APPROVE SCHEME OF ARRANGEMENT |
| Management |
| For |
| For |
|
CMMT |
| PLEASE NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION FOR THIS MEETING TYPE.-PLEASE CHOOSE BETWEEN “FOR” AND “AGAINST” ONLY. SHOULD YOU CHOOSE TO VOTE-ABSTAIN FOR THIS MEETING THEN YOUR VOTE WILL BE DISREGARDED BY THE ISSUER OR-ISSUERS AGENT. |
| Non-Voting |
|
|
|
|
|
MEDEQUITIES RLTY TR INC
Security | 58409L306 | Meeting Type | Special |
Ticker Symbol | MRT | Meeting Date | 15-May-2019 |
ISIN | US58409L3069 | Agenda | 934996464 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1 |
| To consider and vote on the merger (the “merger”)of MedEquities Realty Trust, Inc.(“MedEquities”) with and into Omega Healthcare Investors, Inc. (“Omega”) pursuant to the Agreement and Plan of Merger, dated as of January 2, 2019, by and among MedEquities, MedEquities OP GP, LLC, MedEquities Realty Operating Partnership, LP, Omega and OHI Healthcare Properties Limited Partnership, as it may be amended from time to time (the “merger proposal”) |
| Management |
| For |
| For |
|
2 |
| To consider and vote on a proposal to approve any adjournment of the special meeting to a later date or time, if necessary or appropriate,including for the purpose of soliciting additional proxies if there are not sufficient votes at the time of the special meeting to approve the merger(the “adjournment proposal”). |
| Management |
| For |
| For |
|
MULTI-COLOR CORPORATION
Security | 625383104 | Meeting Type | Special |
Ticker Symbol | LABL | Meeting Date | 16-May-2019 |
ISIN | US6253831043 | Agenda | 934995917 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| Proposal to adopt the Agreement and Plan of Merger, dated as of February 24, 2019 (as may be amended from time to time, the “merger agreement”) by and among Multi-Color Corporation, W/S Packaging Holdings, Inc. and Monarch Merger Corporation |
| Management |
| For |
| For |
|
2. |
| Proposal to approve, by a non-binding advisory vote, the compensation that may be paid or become payable to Multi-Color Corporation’s named executive officers that is based on or otherwise relates to the merger contemplated by the merger agreement |
| Management |
| For |
| For |
|
3. |
| Proposal to adjourn the special meeting to a later date or time if necessary or appropriate to solicit additional proxies in favor of the adoption of the merger agreement if there are insufficient votes at the time of the special meeting to adopt the merger agreement |
| Management |
| For |
| For |
|
WORLDPAY INC.
Security | 981558109 | Meeting Type | Annual |
Ticker Symbol | WP | Meeting Date | 16-May-2019
|
ISIN | US9815581098 | Agenda | 934967362 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
| |
1. |
| DIRECTOR |
| Management |
|
|
|
|
| |
|
| 1 | Lee Adrean |
|
|
| For |
| For |
|
|
| 2 | Mark Heimbouch |
|
|
| For |
| For |
|
|
| 3 | Gary Lauer |
|
|
| For |
| For |
|
2. |
| To approve, on an advisory basis, the compensation of the Company’s named executive officers. |
| Management |
| For |
| For |
| |
3. |
| To approve, on an advisory basis, the preferred frequency of stockholder advisory votes on executive compensation. |
| Management |
| 1 Year |
| For |
| |
4. |
| To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019. |
| Management |
| For |
| For |
|
ACANDO AB (PUBL.)
Security | W1202Y112 | Meeting Type | Annual General Meeting |
Ticker Symbol |
| Meeting Date | 22-May-2019 |
ISIN | SE0000105116 | Agenda | 711021496 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
CMMT |
| AN ABSTAIN VOTE CAN HAVE THE SAME EFFECT AS AN AGAINST VOTE IF THE MEETING-REQUIRE APPROVAL FROM MAJORITY OF PARTICIPANTS TO PASS A RESOLUTION. |
| Non-Voting |
|
|
|
|
|
CMMT |
| MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO-PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE-POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED-IN ORDER FOR YOUR VOTE TO BE LODGED |
| Non-Voting |
|
|
|
|
|
CMMT |
| IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF-ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING-INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO-BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE- REPRESENTATIVE |
| Non-Voting |
|
|
|
|
|
1 |
| OPENING OF MEETING AND ELECTION OF CHAIRMAN OF THE MEETING: ANNIKA ANDERSSON |
| Non-Voting |
|
|
|
|
|
2 |
| ESTABLISHMENT AND APPROVAL OF A VOTING LIST |
| Non-Voting |
|
|
|
|
|
3 |
| ELECTION OF ONE OR TWO PERSONS TO VERIFY AND SIGN THE MINUTES |
| Non-Voting |
|
|
|
|
|
4 |
| APPROVAL OF THE AGENDA |
| Non-Voting |
|
|
|
|
|
5 |
| DETERMINATION AS TO WHETHER THE MEETING HAS BEEN DULY CONVENED |
| Non-Voting |
|
|
|
|
|
6 |
| PRESENTATION OF THE ANNUAL ACCOUNTS, THE CONSOLIDATED ACCOUNTS AND THEIR-RESPECTIVE AUDIT REPORTS |
| Non-Voting |
|
|
|
|
|
7.A |
| RESOLUTION IN RESPECT OF: ADOPTION OF THE INCOME STATEMENT AND BALANCE SHEET AS WELL AS THE CONSOLIDATED INCOME STATEMENT AND CONSOLIDATED BALANCE SHEET |
| Management |
| Abstain |
|
|
|
7.B |
| RESOLUTION IN RESPECT OF: APPROPRIATION OF THE COMPANY’S PROFITS ACCORDING TO THE ADOPTED BALANCE SHEET |
| Management |
| Abstain |
|
|
|
7.C |
| RESOLUTION IN RESPECT OF: DISCHARGE FROM LIABILITY FOR THE MEMBERS OF THE BOARD OF DIRECTORS AND THE MANAGING DIRECTOR |
| Management |
| Abstain |
|
|
|
8 |
| PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: RESOLUTION TO AMEND THE ARTICLES OF ASSOCIATION CONCERNING THE COMPOSITION OF THE BOARD: CGI PROPOSES THAT THE AGM RESOLVES TO CHANGE THE NUMBER OF BOARD MEMBERS FROM NO LESS THAN FIVE (5) AND NO MORE THAN EIGHT (8) MEMBERS TO NO LESS THAN THREE (3) AND NO MORE THAN TEN (10) MEMBERS. THE PROPOSAL MEANS THAT ITEM 7 OF ACANDO’S ARTICLES OF ASSOCIATION |
| Shareholder |
| Abstain |
|
|
|
9 |
| PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: DETERMINATION OF NUMBER OF BOARD MEMBERS AND AUDITOR OR AUTHORISED ACCOUNTING FIRM: THAT THERE BE THREE BOARD MEMBERS ELECTED BY THE AGM AND THAT THE NUMBER OF AUDITORS SHALL BE ONE |
| Shareholder |
| Abstain |
|
|
|
10 |
| PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: DETERMINATION OF REMUNERATION OF BOARD MEMBERS AND THE AUDITORS |
| Shareholder |
| Abstain |
|
|
|
11 |
| PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: DETAILS OF BOARD-MEMBER CANDIDATES’ POSITIONS IN OTHER COMPANIES, AS WELL AS ELECTION OF BOARD MEMBERS: THAT THE AGM ELECTS FRANCOIS BOULANGER, HEIKKI NIKKU AND CHARLES GILL AS BOARD MEMBERS |
| Shareholder |
| Abstain |
|
|
|
12 |
| PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: ELECTION OF CHAIRMAN OF THE BOARD: THAT THE AGM ELECTS FRANCOIS BOULANGER AS CHAIRMAN OF THE BOARD |
| Shareholder |
| Abstain |
|
|
|
13 |
| PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: ELECTION OF AUDITOR: THAT AS AUDITOR, FOR THE PERIOD UP UNTIL THE END OF NEXT AGM (2020), ELECT THE FIRM OHRLINGS PRICEWATERHOUSECOOPERS AB |
| Shareholder |
|
|
|
|
|
14 |
| CLOSING OF THE MEETING |
| Non-Voting |
|
|
|
|
|
SPECTRUM ASA
Security | R8309K107 | Meeting Type | Annual General Meeting |
Ticker Symbol |
| Meeting Date | 24-May-2019 |
ISIN | NO0010429145 | Agenda | 711073914 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
CMMT |
| SHARES HELD IN AN OMNIBUS/NOMINEE ACCOUNT NEED TO BE RE-REGISTERED IN THE-BENEFICIAL OWNERS NAME TO BE ALLOWED TO VOTE AT MEETINGS. SHARES WILL BE-TEMPORARILY TRANSFERRED TO A SEPARATE ACCOUNT IN THE BENEFICIAL OWNER’S NAME-ON THE PROXY DEADLINE AND TRANSFERRED BACK TO THE OMNIBUS/NOMINEE ACCOUNT THE-DAY AFTER THE MEETING. |
| Non-Voting |
|
|
|
|
|
CMMT |
| IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF-ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING-INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO-BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE-REPRESENTATIVE |
| Non-Voting |
|
|
|
|
|
CMMT |
| MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO-PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE-POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED-IN ORDER FOR YOUR VOTE TO BE LODGED |
| Non-Voting |
|
|
|
|
|
1 |
| OPENING OF THE GENERAL MEETING BY THE CHAIRMAN OF THE BOARD OF DIRECTORS, PAL-STAMPE. REGISTRATION OF ATTENDING SHAREHOLDERS AND ATTORNEYS |
| Non-Voting |
|
|
|
|
|
2 |
| ELECTION CHAIRPERSON AND PERSON TO CO-SIGN THE MINUTES TOGETHER WITH THE CHAIRPERSON |
| Management |
| For |
| For |
|
3 |
| APPROVAL OF THE NOTICE AND THE AGENDA |
| Management |
| For |
| For |
|
4.A |
| APPROVAL OF THE 2018 ANNUAL REPORT AND FINANCIAL STATEMENTS, HEREUNDER DISTRIBUTION OF DIVIDEND: NOK 1.50 PER SHARE |
| Management |
| For |
| For |
|
4.B |
| APPROVAL OF POWER OF ATTORNEY TO THE BOARD OF DIRECTORS TO RESOLVE TO DISTRIBUTE DIVIDEND |
| Management |
| For |
| For |
|
5 |
| APPROVAL OF THE AUDITOR’S REMUNERATION |
| Management |
| For |
| For |
|
6.1 |
| ELECTION OF BOARD OF DIRECTOR: GLEN OLE RODLAND, MEMBER OF THE BOARD |
| Management |
| For |
| For |
|
6.2 |
| ELECTION OF BOARD OF DIRECTOR: INGRID LEISNER, MEMBER OF THE BOARD |
| Management |
| For |
| For |
|
6.3 |
| ELECTION OF BOARD OF DIRECTOR: MARIA TALLAKSEN, MEMBER OF THE BOARD |
| Management |
| For |
| For |
|
7 |
| ELECTION OF NOMINATION COMMITTEE |
| Management |
| For |
| For |
|
8 |
| APPROVAL OF REMUNERATION TO THE BOARD OF DIRECTORS, THE AUDIT COMMITTEE AND THE COMPENSATION COMMITTEE |
| Management |
| For |
| For |
|
9 |
| APPROVAL OF REMUNERATION TO THE NOMINATION COMMITTEE |
| Management |
| For |
| For |
|
10.I |
| STATEMENT BY THE BOARD OF DIRECTORS ON SALARY AND OTHER REMUNERATION TO SENIOR EXECUTIVES: THE BOARD’S PRINCIPLES FOR SALARIES TO SENIOR EXECUTIVES (ADVISORY VOTE) |
| Management |
| For |
| For |
|
10.II |
| STATEMENT BY THE BOARD OF DIRECTORS ON SALARY AND OTHER REMUNERATION TO SENIOR EXECUTIVES: APPROVAL OF THE GUIDELINES RELATED TO THE COMPANY’S SHARE OPTION SCHEME AS ADOPTED IN 2014 (AND AS SUBSEQUENTLY ADJUSTED) |
| Management |
| For |
| For |
|
11 |
| POWER OF ATTORNEY TO THE BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL IN THE COMPANY - GENERAL |
| Management |
| For |
| For |
|
12 |
| POWER OF ATTORNEY TO THE BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL IN THE COMPANY - SHARE OPTION SCHEME |
| Management |
| For |
| For |
|
13 |
| POWER OF ATTORNEY TO THE BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL IN THE COMPANY - ISSUANCE OF CONVERTIBLE LOANS |
| Management |
| For |
| For |
|
14 |
| POWER OF ATTORNEY TO ACQUIRE OWN SHARES |
| Management |
| For |
| For |
|
15 |
| STATEMENT REGARDING CORPORATE GOVERNANCE |
| Management |
| For |
| For |
|
WABCO HOLDINGS INC.
Security | 92927K102 | Meeting Type | Annual |
Ticker Symbol | WBC | Meeting Date | 30-May-2019 |
ISIN | US92927K1025 | Agenda | 934995020 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
| |
1. |
| DIRECTOR |
| Management |
|
|
|
|
| |
|
| 1 | Jacques Esculier |
|
|
| For |
| For |
|
|
| 2 | Thomas S. Gross |
|
|
| For |
| For |
|
|
| 3 | Henry R. Keizer |
|
|
| For |
| For |
|
2. |
| Ratify the selection of Ernst & Young Bedrijfsrevisoren BCVBA/Reviseurs d’Entreprises SCCRL as the Company’s independent registered public accounting firm for the year ending December 31, 2019. |
| Management |
| For |
| For |
| |
3. |
| Approve, on an advisory basis, the compensation paid to the Company’s named executive officers (“Say-on-Pay”). |
| Management |
| For |
| For |
|
RENT-A-CENTER, INC.
Security | 76009N100 | Meeting Type | Annual |
Ticker Symbol | RCII | Meeting Date | 04-Jun-2019 |
ISIN | US76009N1000 | Agenda | 935005959 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1A |
| ELECTION OF CLASS I DIRECTOR: Harold Lewis |
| Management |
| For |
| For |
|
1B |
| ELECTION OF CLASS I DIRECTOR: Carol A. McFate |
| Management |
| For |
| For |
|
2. |
| To ratify the audit committee’s selection of KPMG LLP, registered independent accountants, as the Company’s independent auditors for the fiscal year ended December 31, 2019. |
| Management |
| For |
| For |
|
3. |
| To conduct an advisory vote to approve the compensation of the named executive officers for the fiscal year ended December 31, 2018 |
| Management |
| For |
| For |
|
KCOM GROUP PLC
Security | G5221A102 | Meeting Type | Court Meeting |
Ticker Symbol |
| Meeting Date | 05-Jun-2019 |
ISIN | GB0007448250 | Agenda | 711195417 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
CMMT |
| PLEASE NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION FOR THIS MEETING TYPE.-PLEASE CHOOSE BETWEEN “FOR” AND “AGAINST” ONLY. SHOULD YOU CHOOSE TO VOTE-ABSTAIN FOR THIS MEETING THEN YOUR VOTE WILL BE DISREGARDED BY THE ISSUER OR-ISSUERS AGENT. |
| Non-Voting |
|
|
|
|
|
1 |
| TO APPROVE THE SCHEME |
| Management |
| For |
| For |
|
KCOM GROUP PLC
Security | G5221A102 | Meeting Type | Ordinary General Meeting |
Ticker Symbol |
| Meeting Date | 05-Jun-2019 |
ISIN | GB0007448250 | Agenda | 711196279 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1 |
| TO GIVE EFFECT TO THE SCHEME, AS SET OUT IN THE NOTICE OF GENERAL MEETING, INCLUDING THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY |
| Management |
| For |
| For |
|
ELECTRONICS FOR IMAGING, INC.
Security | 286082102 | Meeting Type | Annual |
Ticker Symbol | EFII | Meeting Date | 06-Jun-2019 |
ISIN | US2860821022 | Agenda | 935017360 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
| |
1. |
| DIRECTOR |
| Management |
|
|
|
|
| |
|
| 1 | Eric Brown |
|
|
| For |
| For |
|
|
| 2 | Janice Durbin Chaffin |
|
|
| For |
| For |
|
|
| 3 | Gill Cogan |
|
|
| For |
| For |
|
|
| 4 | Guy Gecht |
|
|
| For |
| For |
|
|
| 5 | Thomas Georgens |
|
|
| For |
| For |
|
|
| 6 | Richard A. Kashnow |
|
|
| For |
| For |
|
|
| 7 | Dan Maydan |
|
|
| For |
| For |
|
|
| 8 | William D. Muir, Jr. |
|
|
| For |
| For |
|
2. |
| To approve a non-binding advisory proposal on executive compensation. |
| Management |
| For |
| For |
| |
3. |
| To approve the Electronics For Imaging, Inc. 2019 Equity Incentive Plan. |
| Management |
| For |
| For |
| |
4. |
| To approve the amendment and restatement of the Electronics For Imaging, Inc. Employee Stock Purchase Plan. |
| Management |
| For |
| For |
| |
5. |
| To ratify the appointment of the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019. |
| Management |
| For |
| For |
|
TCF FINANCIAL CORPORATION
Security | 872275102 | Meeting Type | Special |
Ticker Symbol | TCF | Meeting Date | 07-Jun-2019 |
ISIN | US8722751026 | Agenda | 935026547 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| Adoption of the Agreement and Plan of Merger, dated as of January 27, 2019 (as it may be amended from time to time), by and between TCF Financial Corporation (“TCF”) and Chemical Financial Corporation (“Chemical”), pursuant to which TCF will merge with and into Chemical, with Chemical surviving the merger (the “TCF merger proposal”). |
| Management |
| For |
| For |
|
2. |
| Approval, on a non-binding advisory basis, of certain compensation that will or may be paid by TCF to its named executive officers that is based on or otherwise relates to the merger (the “TCF compensation proposal”). |
| Management |
| For |
| For |
|
3. |
| Approval of the adjournment of the special meeting of TCF stockholders to a later date or dates, if necessary or appropriate, for the purpose of soliciting additional votes for the approval of the TCF merger proposal if there are insufficient votes to approve the TCF merger proposal at the time of the special meeting (the “TCF adjournment proposal”). |
| Management |
| For |
| For |
|
VALENER INC.
Security | 91912H108 | Meeting Type | Special |
Ticker Symbol | VNRCF | Meeting Date | 11-Jun-2019 |
ISIN | CA91912H1082 | Agenda | 935018324 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1 |
| The full text of which is set forth in APPPENDIX A to the accompanying Information Circular dated April 24, 2019. |
| Management |
| For |
| For |
|
TIER REIT, INC.
Security | 88650V208 | Meeting Type | Special |
Ticker Symbol | TIER | Meeting Date | 12-Jun-2019 |
ISIN | US88650V2088 | Agenda | 935030130 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| To approve the merger of the Company with and into Murphy Subsidiary Holdings Corporation (“Merger Sub”), with Merger Sub surviving the merger (the “Merger”) as a wholly owned subsidiary of Cousins Properties Incorporated (“Cousins”), on the terms and subject to the conditions of the agreement and plan of merger, dated March 25, 2019, as may be amended or supplemented from time to time, by and among the Company, Cousins and Merger Sub. |
| Management |
| For |
| For |
|
2. |
| To 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 the Merger. |
| Management |
| For |
| For |
|
3. |
| To approve the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the Merger, if there are insufficient votes at the time of such adjournment to approve the Merger. |
| Management |
| For |
| For |
|
QUANTENNA COMMUNICATIONS, INC.
Security | 74766D100 | Meeting Type | Special |
Ticker Symbol | QTNA | Meeting Date | 14-Jun-2019 |
ISIN | US74766D1000 | Agenda | 935036714 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| Proposal to adopt Agreement and Plan of Merger, (which we refer to as “merger agreement”), among ON Semiconductor Corporation (which we refer to as “ON Semiconductor”), Raptor Operations Sub, Inc. (which we refer to as “Merger Sub”), which is a wholly owned subsidiary of ON Semiconductor, and Quantenna Communications, Inc. (which we refer to as “Quantenna”), pursuant to which Merger Sub will be merged with and into Quantenna (which we refer to as “merger”). |
| Management |
| For |
| For |
|
2. |
| To consider and vote on a non-binding, advisory proposal to approve specified compensation that will or may become payable to Quantenna’s named executive officers in connection with the merger. |
| Management |
| For |
| For |
|
3. |
| To consider and vote on a proposal to adjourn the special meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the special meeting to adopt the merger agreement. |
| Management |
| For |
| For |
|
VERSUM MATERIALS, INC.
Security | 92532W103 | Meeting Type | Special |
Ticker Symbol | VSM | Meeting Date | 17-Jun-2019 |
ISIN | US92532W1036 | Agenda | 935034114 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| Adoption of the Agreement and Plan of Merger, dated as of April 12, 2019 (as it may be amended from time to time) (the “merger agreement”), by and among Versum Materials, Inc. (“Versum”), Merck KGaA, Darmstadt, Germany (“Parent”), and EMD Performance Materials Holding, Inc. (“Merger Sub”), pursuant to which Merger Sub will merge with and into Versum, with Versum surviving and continuing as the surviving corporation in the merger and a wholly-owned subsidiary of Parent (“the merger agreement proposal”). |
| Management |
| For |
| For |
|
2. |
| Approval, on a non-binding, advisory basis, of the compensation that will or may be paid to Versum’s named executive officers in connection with the transactions contemplated by the merger agreement (“the compensation proposal”). |
| Management |
| For |
| For |
|
3. |
| Approval of the adjournment of the special meeting to solicit additional proxies if there are not sufficient votes at the time of the special meeting to approve the merger agreement proposal or to ensure that any supplement or amendment to the accompanying proxy statement is timely provided to Versum stockholders (“the adjournment proposal”). |
| Management |
| For |
| For |
|
PACIFIC BIOSCIENCES OF CALIFORNIA INC
Security | 69404D108 | Meeting Type | Annual |
Ticker Symbol | PACB | Meeting Date | 18-Jun-2019 |
ISIN | US69404D1081 | Agenda | 935029593 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1.1 |
| Election of Class III Director: David Botstein |
| Management |
| For |
| For |
|
1.2 |
| Election of Class III Director: William Ericson |
| Management |
| For |
| For |
|
1.3 |
| Election of Class III Director: Kathy Ordoñez |
| Management |
| For |
| For |
|
2. |
| Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm. |
| Management |
| For |
| For |
|
TARSUS GROUP PLC
Security | G6513R100 | Meeting Type | Annual General Meeting |
Ticker Symbol |
| Meeting Date | 19-Jun-2019 |
ISIN | JE00B3DG9318 | Agenda | 711220905 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1 |
| TO RECEIVE THE ACCOUNTS AND REPORTS OF THE DIRECTORS AND THE AUDITOR FOR THE YEAR ENDED 31 DECEMBER 2018 |
| Management |
| For |
| For |
|
2 |
| TO APPROVE THE DIRECTORS’ REMUNERATION POLICY FOR THE YEAR ENDED 31 DECEMBER 2018 |
| Management |
| For |
| For |
|
3 |
| TO APPROVE THE DIRECTORS’ ANNUAL REPORT ON REMUNERATION FOR THE YEAR ENDED 31 DECEMBER 2018 |
| Management |
| For |
| For |
|
4 |
| TO APPROVE THE PAYMENT OF A FINAL DIVIDEND OF 7.7 PENCE PER SHARE ON THE ORDINARY SHARES IN THE CAPITAL OF THE COMPANY |
| Management |
| For |
| For |
|
5 |
| TO RE-ELECT NEVILLE BUCH AS A DIRECTOR |
| Management |
| For |
| For |
|
6 |
| TO RE-ELECT DOUGLAS EMSLIE AS A DIRECTOR |
| Management |
| For |
| For |
|
7 |
| TO RE-ELECT DANIEL O’BRIEN AS A DIRECTOR |
| Management |
| For |
| For |
|
8 |
| TO RE-ELECT DAVID GILBERTSON AS A DIRECTOR |
| Management |
| For |
| For |
|
9 |
| TO RE-ELECT ROBERT WARE AS A DIRECTOR |
| Management |
| For |
| For |
|
10 |
| TO RE-ELECT KEITH MANSFIELD AS A DIRECTOR |
| Management |
| For |
| For |
|
11 |
| TO RE-APPOINT DELOITTE LLP AS AUDITOR OF THE COMPANY |
| Management |
| For |
| For |
|
12 |
| TO AUTHORISE THE AUDIT COMMITTEE OF THE COMPANY TO DETERMINE THE REMUNERATION OF THE AUDITOR |
| Management |
| For |
| For |
|
13 |
| TO AUTHORISE THE DIRECTORS TO ALLOT EQUITY SECURITIES |
| Management |
| For |
| For |
|
14 |
| TO AUTHORISE THE COMPANY TO HOLD SHARES WHICH IT HAS REPURCHASED AS TREASURY SHARES |
| Management |
| For |
| For |
|
15 |
| TO AUTHORISE THE COMPANY TO EXECUTE DOCUMENTS TO ENABLE IT TO HOLD SHARES WHICH IT HAS REPURCHASED AS TREASURY SHARES |
| Management |
| For |
| For |
|
16 |
| TO AUTHORISE THE DIRECTORS TO DISAPPLY PRE-EMPTION RIGHTS |
| Management |
| For |
| For |
|
17 |
| TO AUTHORISE THE DIRECTORS TO DISAPPLY PRE-EMPTION RIGHTS - ADDITIONAL AUTHORITY |
| Management |
| For |
| For |
|
18 |
| TO AUTHORISE THE COMPANY TO MAKE MARKET PURCHASES OF ITS SHARES |
| Management |
| For |
| For |
|
MELLANOX TECHNOLOGIES LTD.
Security | M51363113 | Meeting Type | Special |
Ticker Symbol | MLNX | Meeting Date | 20-Jun-2019 |
ISIN | IL0011017329 | Agenda | 935031980 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1a. |
| Are you a Parent Affiliate (as defined in the Proxy Statement)? By selecting FOR I confirm that I AM NOT a Parent Affiliate and by selecting AGAINST I confirm that I AM a Parent Affiliate. |
| Management |
| No Action |
|
|
|
1b. |
| The Merger Proposal: To approve the acquisition of the Company by NVIDIA International Holdings Inc., a Delaware corporation (“Parent”), including the approval of (a) the Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”), dated March 10, 2019, by and among Parent, Teal Barvaz Ltd., a company organized under the laws of the State of Israel and a wholly-owned subsidiary of Parent (“Merger Sub”), NVIDIA Corporation, a Delaware corporation ...(due to space limits, see proxy material for full proposal). |
| Management |
| For |
| For |
|
2. |
| The Adjournment Proposal: To approve the adjournment of the Extraordinary General Meeting to a later date or dates if necessary to solicit additional proxies if there are insufficient votes to approve the Merger Proposal at the time of the Extraordinary General Meeting. |
| Management |
| For |
| For |
|
3. |
| The Merger-Related Executive Compensation Proposal: To approve on a nonbinding, advisory basis, any “golden parachute compensation” that will or may become payable to the Company’s named executive officers in connection with the Merger. |
| Management |
| For |
| For |
|
4a. |
| Do you have a Personal Interest (as defined in the Proxy Statement) with regards to Proposal 4b? By selecting FOR I confirm that I DO NOT HAVE a Personal Interest and by selecting AGAINST I confirm I DO HAVE a Personal Interest in voting this proposal. |
| Management |
| No Action |
|
|
|
4b. |
| The CEO Base Salary Proposal: To approve the increase in annual base cash compensation for Eyal Waldman, our chief executive officer, from $610,000 to $650,000. |
| Management |
| For |
| For |
|
5a. |
| Do you have a Personal Interest with regards to Proposal 5b? By selecting FOR I confirm that I DO NOT HAVE a Personal Interest and by selecting AGAINST I confirm I DO HAVE a Personal Interest in voting this proposal. |
| Management |
| No Action |
|
|
|
5b. |
| The CEO Cash Incentive Proposal: To approve the grant to Mr. Waldman of a 2019 performance-based cash incentive award, which will be tied to the Company’s achievement of pre-established revenue and adjusted operating income objectives for fiscal 2019 and which will be measured and paid, if earned, in 2020. |
| Management |
| For |
| For |
|
6a. |
| Do you have a Personal Interest with regards to Proposal 6b? By selecting FOR I confirm that I DO NOT HAVE a Personal Interest and by selecting AGAINST I confirm I DO HAVE a Personal Interest in voting this proposal. |
| Management |
| No Action |
|
|
|
6b. |
| The CEO Severance Proposal: To approve the amendment and restatement of Mr. Waldman’s executive severance benefits agreement, in accordance with the Amended Severance Agreement attached as Annex D to the Proxy Statement, to (i) amend the benefits thereunder to two years of base salary and two years of target bonus (to be paid in accordance with the terms and conditions therein) and vesting acceleration of 100% of his equity awards in the event of certain employment terminations ...(due to space limits, see proxy material for full proposal). |
| Management |
| For |
| For |
|
7a. |
| Do you have a Personal Interest (as defined in the Proxy Statement) with regards to Proposal 7b? By selecting FOR I confirm that I DO NOT HAVE a Personal Interest and by selecting AGAINST I confirm I DO HAVE a Personal Interest in voting this proposal. |
| Management |
| No Action |
|
|
|
7b. |
| The CEO Equity Award Proposal: To approve the grant to Mr.Waldman of a 2019 equity incentive award of 55,696 restricted share units. |
| Management |
| For |
| For |
|
8a. |
| Do you have a Personal Interest (as defined in the Proxy Statement) with regards to Proposal 8b? By selecting FOR I confirm that I DO NOT HAVE a Personal Interest and by selecting AGAINST I confirm I DO HAVE a Personal Interest in voting this proposal. |
| Management |
| No Action |
|
|
|
8b. |
| The CEO Tax Equalization Proposal: To approve certain tax equalization payments to Mr. Waldman to reimburse Mr. Waldman for additional personal income tax liability incurred as the result of him allocating his time between Israel and the United States in the amount of $54,000 for the 2018 tax year and an amount to be determined consistently with past practice but not to exceed $125,000 for the 2019 tax year to be made as soon as administratively practicable after the tax differential is ...(due to space limits, see proxy material for full proposal). |
| Management |
| For |
| For |
|
9. |
| The Waters Bonus Proposal: To approve payment of a cash bonus of $25,000 to Greg Waters, an independent member of the Company’s board of directors, in recognition of his services with respect to the Merger. |
| Management |
| For |
| For |
|
MELLANOX TECHNOLOGIES LTD.
Security | M51363113 | Meeting Type | Special |
Ticker Symbol | MLNX | Meeting Date | 20-Jun-2019 |
ISIN | IL0011017329 | Agenda | 935045749 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1a. |
| Are you a Parent Affiliate (as defined in the Proxy Statement)? By selecting FOR I confirm that I AM NOT a Parent Affiliate and by selecting AGAINST I confirm that I AM a Parent Affiliate. |
| Management |
| No Action |
|
|
|
1b. |
| The Merger Proposal: To approve the acquisition of the Company by NVIDIA International Holdings Inc., a Delaware corporation (“Parent”), including the approval of (a) the Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”), dated March 10, 2019, by and among Parent, Teal Barvaz Ltd., a company organized under the laws of the State of Israel and a wholly-owned subsidiary of Parent (“Merger Sub”), NVIDIA Corporation, a Delaware corporation ...(due to space limits, see proxy material for full proposal). |
| Management |
| For |
| For |
|
2. |
| The Adjournment Proposal: To approve the adjournment of the Extraordinary General Meeting to a later date or dates if necessary to solicit additional proxies if there are insufficient votes to approve the Merger Proposal at the time of the Extraordinary General Meeting. |
| Management |
| For |
| For |
|
3. |
| The Merger-Related Executive Compensation Proposal: To approve on a nonbinding, advisory basis, any “golden parachute compensation” that will or may become payable to the Company’s named executive officers in connection with the Merger. |
| Management |
| For |
| For |
|
4a. |
| Do you have a Personal Interest (as defined in the Proxy Statement) with regards to Proposal 4b? By selecting FOR I confirm that I DO NOT HAVE a Personal Interest and by selecting AGAINST I confirm I DO HAVE a Personal Interest in voting this proposal. |
| Management |
| No Action |
|
|
|
4b. |
| The CEO Base Salary Proposal: To approve the increase in annual base cash compensation for Eyal Waldman, our chief executive officer, from $610,000 to $650,000. |
| Management |
| For |
| For |
|
5a. |
| Do you have a Personal Interest with regards to Proposal 5b? By selecting FOR I confirm that I DO NOT HAVE a Personal Interest and by selecting AGAINST I confirm I DO HAVE a Personal Interest in voting this proposal. |
| Management |
| No Action |
|
|
|
5b. |
| The CEO Cash Incentive Proposal: To approve the grant to Mr. Waldman of a 2019 performance-based cash incentive award, which will be tied to the Company’s achievement of pre-established revenue and adjusted operating income objectives for fiscal 2019 and which will be measured and paid, if earned, in 2020. |
| Management |
| For |
| For |
|
6a. |
| Do you have a Personal Interest with regards to Proposal 6b? By selecting FOR I confirm that I DO NOT HAVE a Personal Interest and by selecting AGAINST I confirm I DO HAVE a Personal Interest in voting this proposal. |
| Management |
| No Action |
|
|
|
6b. |
| The CEO Severance Proposal: To approve the amendment and restatement of Mr. Waldman’s executive severance benefits agreement, in accordance with the Amended Severance Agreement attached as Annex D to the Proxy Statement, to (i) amend the benefits thereunder to two years of base salary and two years of target bonus (to be paid in accordance with the terms and conditions therein) and vesting acceleration of 100% of his equity awards in the event of certain employment terminations ...(due to space limits, see proxy material for full proposal). |
| Management |
| For |
| For |
|
7a. |
| Do you have a Personal Interest (as defined in the Proxy Statement) with regards to Proposal 7b? By selecting FOR I confirm that I DO NOT HAVE a Personal Interest and by selecting AGAINST I confirm I DO HAVE a Personal Interest in voting this proposal. |
| Management |
| No Action |
|
|
|
7b. |
| The CEO Equity Award Proposal: To approve the grant to Mr.Waldman of a 2019 equity incentive award of 55,696 restricted share units. |
| Management |
| For |
| For |
|
8a. |
| Do you have a Personal Interest (as defined in the Proxy Statement) with regards to Proposal 8b? By selecting FOR I confirm that I DO NOT HAVE a Personal Interest and by selecting AGAINST I confirm I DO HAVE a Personal Interest in voting this proposal. |
| Management |
| No Action |
|
|
|
8b. |
| The CEO Tax Equalization Proposal: To approve certain tax equalization payments to Mr. Waldman to reimburse Mr. Waldman for additional personal income tax liability incurred as the result of him allocating his time between Israel and the United States in the amount of $54,000 for the 2018 tax year and an amount to be determined consistently with past practice but not to exceed $125,000 for the 2019 tax year to be made as soon as administratively practicable after the tax differential is ...(due to space limits, see proxy material for full proposal). |
| Management |
| For |
| For |
|
9. |
| The Waters Bonus Proposal: To approve payment of a cash bonus of $25,000 to Greg Waters, an independent member of the Company’s board of directors, in recognition of his services with respect to the Merger. |
| Management |
| For |
| For |
|
SPECTRUM ASA
Security | R8309K107 | Meeting Type | ExtraOrdinary General Meeting |
Ticker Symbol |
| Meeting Date | 21-Jun-2019 |
ISIN | NO0010429145 | Agenda | 711229701 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
CMMT |
| SHARES HELD IN AN OMNIBUS/NOMINEE ACCOUNT NEED TO BE RE-REGISTERED IN THE-BENEFICIAL OWNERS NAME TO BE ALLOWED TO VOTE AT MEETINGS. SHARES WILL BE-TEMPORARILY TRANSFERRED TO A SEPARATE ACCOUNT IN THE BENEFICIAL OWNER’S NAME-ON THE PROXY DEADLINE AND TRANSFERRED BACK TO THE OMNIBUS/NOMINEE ACCOUNT THE-DAY AFTER THE MEETING. |
| Non-Voting |
|
|
|
|
|
CMMT |
| IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF-ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING-INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO-BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE-REPRESENTATIVE |
| Non-Voting |
|
|
|
|
|
CMMT |
| MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO-PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE-POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED-IN ORDER FOR YOUR VOTE TO BE LODGED |
| Non-Voting |
|
|
|
|
|
1 |
| OPENING OF THE GENERAL MEETING BY THE CHAIRPERSON OF THE BOARD OF DIRECTORS,- PAAL STAMPE. REGISTRATION OF ATTENDING SHAREHOLDERS AND ATTORNEYS |
| Non-Voting |
|
|
|
|
|
2 |
| ELECTION OF A CHAIRPERSON AND A PERSON TO CO-SIGN THE MINUTES |
| Management |
| For |
| For |
|
3 |
| APPROVAL OF THE NOTICE AND THE AGENDA. THE BOARD OF DIRECTORS PROPOSES THAT THE GENERAL MEETING APPROVE THE NOTICE AND THE AGENDA |
| Management |
| For |
| For |
|
4 |
| MERGER WITH TGS AS |
| Management |
| For |
| For |
|
WELLCARE HEALTH PLANS, INC.
Security | 94946T106 | Meeting Type | Special |
Ticker Symbol | WCG | Meeting Date | 24-Jun-2019 |
ISIN | US94946T1060 | Agenda | 935041587 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| To adopt the Agreement and Plan of Merger, dated as of March 26, 2019 (the “Merger Agreement”), by and among Centene Corporation, Wellington Merger Sub I, Inc., Wellington Merger Sub II, Inc. and WellCare Health Plans, Inc. (“WellCare”), as may be amended from time to time (the “Merger Agreement Proposal”). |
| Management |
| For |
| For |
|
2. |
| To approve, on a non-binding advisory basis, compensation payable to executive officers of WellCare in connection with the transactions contemplated by the Merger Agreement. |
| Management |
| For |
| For |
|
3. |
| To approve any proposal to adjourn the special meeting of stockholders of WellCare (the “WellCare Special Meeting”) from time to time, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the WellCare Special Meeting to approve the Merger Agreement Proposal. |
| Management |
| For |
| For |
|
WABCO HOLDINGS INC.
Security | 92927K102 | Meeting Type | Special |
Ticker Symbol | WBC | Meeting Date | 27-Jun-2019 |
ISIN | US92927K1025 | Agenda | 935038249 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| To adopt the Agreement and Plan of Merger (as it may be amended from time to time), dated as of March 28, 2019 (the “Merger Agreement”), by and among WABCO Holdings Inc., ZF Friedrichshafen AG and Verona Merger Sub Corp. |
| Management |
| For |
| For |
|
2. |
| To approve, by means of a non-binding, advisory vote, compensation that will or may become payable to the named executive officers of WABCO Holdings Inc. in connection with the merger. |
| Management |
| For |
| For |
|
3. |
| To approve one or more adjournments or postponements of the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the then-scheduled date and time of the special meeting. |
| Management |
| For |
| For |
|
ADVANCED DISPOSAL SERVICES INC.
Security | 00790X101 | Meeting Type | Special |
Ticker Symbol | ADSW | Meeting Date | 28-Jun-2019 |
ISIN | US00790X1019 | Agenda | 935041602 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1 |
| To adopt the Agreement and Plan of Merger (as may be amended from time to time, the merger agreement), dated as of April 14, 2019, by and among Advanced Disposal Services, Inc. (Advanced Disposal), Waste Management, Inc. and Everglades Merger Sub Inc. (Merger Sub) pursuant to which Merger Sub will merge with and into Advanced Disposal. |
| Management |
| For |
| For |
|
2 |
| To approve, on a non-binding advisory basis, specified compensation that may be paid or become payable to Advanced Disposal’s named executive officers in connection with the merger and contemplated by the merger agreement. |
| Management |
| For |
| For |
|
3 |
| To approve one or more 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 approve the proposal to adopt the merger agreement. |
| Management |
| For |
| For |
|
WATER ISLAND DIVERSIFIED EVENT-DRIVEN FUND (formerly, Arbitrage Event Driven Fund)
Investment Company Report
XEROX CORPORATION
Security | 984121608 | Meeting Type | Annual |
Ticker Symbol | XRX | Meeting Date | 31-Jul-2018 |
ISIN | US9841216081 | Agenda | 934849677 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1.1 |
| Election of Director: Gregory Q. Brown |
| Management |
| For |
| For |
|
1.2 |
| Election of Director: Keith Cozza |
| Management |
| For |
| For |
|
1.3 |
| Election of Director: Jonathan Christodoro |
| Management |
| For |
| For |
|
1.4 |
| Election of Director: Joseph J. Echevarria |
| Management |
| For |
| For |
|
1.5 |
| Election of Director: Nicholas Graziano |
| Management |
| For |
| For |
|
1.6 |
| Election of Director: Cheryl Gordon Krongard |
| Management |
| For |
| For |
|
1.7 |
| Election of Director: Scott Letier |
| Management |
| For |
| For |
|
1.8 |
| Election of Director: Sara Martinez Tucker |
| Management |
| For |
| For |
|
1.9 |
| Election of Director: Giovanni (“John”) Visentin |
| Management |
| For |
| For |
|
2. |
| Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2018. |
| Management |
| For |
| For |
|
3. |
| Approval, on an advisory basis, of the 2017 compensation of our named executive officers. |
| Management |
| For |
| For |
|
4. |
| Authorize the adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes to approve the foregoing proposals. |
| Management |
| For |
| For |
|
DXC TECHNOLOGY COMPANY
Security | 23355L106 | Meeting Type | Annual |
Ticker Symbol | DXC | Meeting Date | 15-Aug-2018 |
ISIN | US23355L1061 | Agenda | 934853284 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1a. |
| Election of Director: Mukesh Aghi |
| Management |
| For |
| For |
|
1b. |
| Election of Director: Amy E. Alving |
| Management |
| For |
| For |
|
1c. |
| Election of Director: David L. Herzog |
| Management |
| For |
| For |
|
1d. |
| Election of Director: Sachin Lawande |
| Management |
| For |
| For |
|
1e. |
| Election of Director: J. Michael Lawrie |
| Management |
| For |
| For |
|
1f. |
| Election of Director: Mary L. Krakauer |
| Management |
| For |
| For |
|
1g. |
| Election of Director: Julio A. Portalatin |
| Management |
| For |
| For |
|
1h. |
| Election of Director: Peter Rutland |
| Management |
| For |
| For |
|
1i. |
| Election of Director: Manoj P. Singh |
| Management |
| For |
| For |
|
1j. |
| Election of Director: Robert F. Woods |
| Management |
| For |
| For |
|
2. |
| Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year ending March 31, 2019 |
| Management |
| For |
| For |
|
3. |
| Approval, by advisory vote, of named executive officer compensation |
| Management |
| For |
| For |
|
DCT INDUSTRIAL TRUST INC.
Security | 233153204 | Meeting Type | Special |
Ticker Symbol | DCT | Meeting Date | 20-Aug-2018 |
ISIN | US2331532042 | Agenda | 934858284 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| To approve the merger of DCT Industrial Trust Inc. with and into Prologis, Inc., with Prologis, Inc. surviving the merger (the “company merger”), on the terms and conditions set forth in the Agreement and Plan of Merger, dated as of April 29, 2018, as may be amended from time to time, by and among Prologis, Inc., Prologis, L.P., DCT Industrial Trust Inc. and DCT Industrial Operating Partnership LP (the “merger agreement”). |
| Management |
| For |
| For |
|
2. |
| To approve a non-binding advisory proposal to approve certain compensation that may be paid or become payable to certain named executive officers of DCT Industrial Trust Inc. in connection with the mergers and transactions contemplated under the merger agreement. |
| Management |
| For |
| For |
|
3. |
| To approve one or more adjournments of the special meeting to another date, time or place, if necessary, to solicit additional proxies in favor of the proposal to approve the company merger on the terms and conditions set forth in the merger agreement. |
| Management |
| For |
| For |
|
COTIVITI HOLDINGS, INC.
Security | 22164K101 | Meeting Type | Special |
Ticker Symbol | COTV | Meeting Date | 24-Aug-2018 |
ISIN | US22164K1016 | Agenda | 934861356 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| To adopt the Agreement and Plan of Merger (as it may be amended from time to time, “Merger Agreement”), by and among Cotiviti Holdings, Inc., Verscend Technologies, Inc. and Rey Merger Sub, Inc., a wholly owned subsidiary of Verscend Technologies, Inc., and approve transactions contemplated thereby, including the merger of Rey Merger Sub, Inc. with and into Cotiviti Holdings, Inc. (the “Merger”), with Cotiviti Holdings, Inc. continuing as the surviving corporation and a wholly owned subsidiary of Verscend Technologies, Inc. (the “Merger Proposal”) |
| Management |
| For |
| For |
|
2. |
| To approve, on an advisory non-binding basis, the compensation that may be paid or become payable to the named executive officers of Cotiviti Holdings, Inc. in connection with the Merger |
| Management |
| For |
| For |
|
3. |
| To approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes to approve the Merger Proposal at the time of the Special Meeting. |
| Management |
| For |
| For |
|
VECTREN CORPORATION
Security | 92240G101 | Meeting Type | Special |
Ticker Symbol | VVC | Meeting Date | 28-Aug-2018 |
ISIN | US92240G1013 | Agenda | 934858791 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| Approve the Agreement and Plan of Merger, dated as of April 21, 2018, by and among Vectren Corporation, CenterPoint Energy, Inc. and Pacer Merger Sub, Inc., a wholly owned subsidiary of CenterPoint Energy, Inc., and the transactions contemplated thereby, including the merger of Pacer Merger Sub, Inc. with and into Vectren Corporation. |
| Management |
| For |
| For |
|
2. |
| Approve a non-binding advisory proposal approving the compensation of the named executive officers that will or may become payable in connection with the merger. |
| Management |
| For |
| For |
|
3. |
| Approve any motion to adjourn the Special Meeting, if necessary. |
| Management |
| For |
| For |
|
RADISYS CORPORATION
Security | 750459109 | Meeting Type | Special |
Ticker Symbol | RSYS | Meeting Date | 05-Sep-2018 |
ISIN | US7504591097 | Agenda | 934868033 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| To approve the Agreement and Plan of Merger, dated as of June 29, 2018, by and among Radisys Corporation, Reliance Industries Limited and Integrated Cloud Orchestration (ICO), Inc., as it may be amended from time to time (the “Merger Agreement”), and approve the transactions contemplated thereby. |
| Management |
| For |
| For |
|
2. |
| To approve the adoption of any proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Merger Agreement and approve the transactions contemplated thereby at the time of the Special Meeting. |
| Management |
| For |
| For |
|
3. |
| To approve, by nonbinding, advisory vote, certain compensation that may or will become payable to Radisys Corporation’s named executive officers by Radisys Corporation in connection with the Merger. |
| Management |
| For |
| For |
|
ENVISION HEALTHCARE CORPORATION
Security | 29414D100 | Meeting Type | Annual |
Ticker Symbol | EVHC | Meeting Date | 11-Sep-2018 |
ISIN | US29414D1000 | Agenda | 934868374 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| To adopt the Agreement and Plan of Merger, dated as of June 10, 2018 (as it may be amended from time to time, the “merger agreement”), by and among Envision Healthcare Corporation, a Delaware corporation (“Envision” or the “Company”), Enterprise Parent Holdings Inc., a Delaware corporation (“Parent”) and Enterprise Merger Sub Inc., an indirect wholly owned subsidiary of Parent (the “Merger Sub”), pursuant to which Merger Sub will be merged with and into the Company (the “merger”). |
| Management |
| For |
| For |
|
2. |
| To approve, on an advisory (non-binding) basis, certain compensation that may be paid or become payable to Envision’s named executive officers in connection with the merger. |
| Management |
| For |
| For |
|
3. |
| To approve the adjournment of the annual meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the annual meeting to approve the proposal to adopt the merger agreement or in the absence of a quorum. |
| Management |
| For |
| For |
|
4A. |
| Election of Class II Director: John T. Gawaluck |
| Management |
| For |
| For |
|
4B. |
| Election of Class II Director: Joey A. Jacobs |
| Management |
| For |
| For |
|
4C. |
| Election of Class II Director: Kevin P. Lavender |
| Management |
| For |
| For |
|
4D. |
| Election of Class II Director: Leonard M. Riggs, Jr., M.D. |
| Management |
| For |
| For |
|
5. |
| To amend Envision’s Second Amended and Restated Certificate of Incorporation, dated December 1, 2016 to declassify the Board of Directors and to eliminate the Series A-1 Mandatory Convertible Preferred Stock. |
| Management |
| For |
| For |
|
6. |
| To approve, on an advisory (non-binding) basis, of the compensation of Envision’s named executive officers. |
| Management |
| For |
| For |
|
7. |
| To ratify the appointment of Deloitte & Touche LLP as Envision Healthcare Corporation’s independent registered public accounting firm for the year ending December 31, 2018. |
| Management |
| For |
| For |
|
LIONS GATE ENTERTAINMENT CORP.
Security | 535919401 | Meeting Type | Annual |
Ticker Symbol | LGFA | Meeting Date | 11-Sep-2018 |
ISIN | CA5359194019 | Agenda | 934862295 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1a. |
| Election of Director: Michael Burns |
| Management |
| For |
| For |
|
1b. |
| Election of Director: Gordon Crawford |
| Management |
| For |
| For |
|
1c. |
| Election of Director: Arthur Evrensel |
| Management |
| For |
| For |
|
1d. |
| Election of Director: Jon Feltheimer |
| Management |
| For |
| For |
|
1e. |
| Election of Director: Emily Fine |
| Management |
| For |
| For |
|
1f. |
| Election of Director: Michael T. Fries |
| Management |
| For |
| For |
|
1g. |
| Election of Director: Sir Lucian Grainge |
| Management |
| For |
| For |
|
1h. |
| Election of Director: Susan McCaw |
| Management |
| For |
| For |
|
1i. |
| Election of Director: Mark H. Rachesky, M.D. |
| Management |
| For |
| For |
|
1j. |
| Election of Director: Daniel Sanchez |
| Management |
| For |
| For |
|
1k. |
| Election of Director: Daryl Simm |
| Management |
| For |
| For |
|
1l. |
| Election of Director: Hardwick Simmons |
| Management |
| For |
| For |
|
1m. |
| Election of Director: David M. Zaslav |
| Management |
| For |
| For |
|
2. |
| Proposal to reappoint Ernst & Young LLP as the independent registered public accounting firm for the Company for the fiscal year ending March 31, 2019 at a remuneration to be determined by the directors of the Company. |
| Management |
| For |
| For |
|
3. |
| Proposal to conduct an advisory vote to approve executive compensation. |
| Management |
| For |
| For |
|
4. �� |
| In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Meeting. |
| Management |
| For |
| For |
|
EDUCATION REALTY TRUST, INC.
Security | 28140H203 | Meeting Type | Special |
Ticker Symbol | EDR | Meeting Date | 14-Sep-2018 |
ISIN | US28140H2031 | Agenda | 934868893 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| To approve merger of Education Realty Trust, Inc. with & into GSHGIF REIT, an affiliate of Greystar Real Estate Partners, LLC (“REIT merger”), pursuant to Agreement & Plan of Merger (“merger agreement”), among Education Realty Trust, Inc., Education Realty Operating Partnership, LP, Education Realty OP GP, Inc., University Towers Operating Partnership, LP, University Towers OP GP, LLC & certain other affiliates of Greystar Real Estate Partners, LLC, as it may amended from time to time (“merger proposal”). |
| Management |
| For |
| For |
|
2. |
| To approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to the named executive officers of Education Realty Trust, Inc. that is based on or otherwise relates to the mergers contemplated by the merger agreement (the “merger related compensation proposal”). |
| Management |
| For |
| For |
|
3. |
| To approve any adjournment of the special meeting to a later date or time, if necessary or appropriate, including for the purpose of soliciting additional proxies if there are not sufficient votes at the time of the special meeting to approve the REIT merger (the “adjournment proposal”). |
| Management |
| For |
| For |
|
JOHN LAING INFRASTRUCTURE FUND LTD.
Security | G5146X104 | Meeting Type | Court Meeting |
Ticker Symbol |
| Meeting Date | 24-Sep-2018 |
ISIN | GG00B4ZWPH08 | Agenda | 709906222 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1 |
| THAT THE SCHEME BETWEEN THE COMPANY AND THE SCHEME SHAREHOLDERS, A PRINT OF WHICH HAS BEEN PRODUCED TO THIS MEETING AND, FOR THE PURPOSES OF IDENTIFICATION SIGNED BY THE CHAIRMAN HEREOF, IN ITS ORIGINAL FORM OR WITH OR SUBJECT TO ANY MODIFICATION, ADDITION OR CONDITION APPROVED OR IMPOSED BY THE COURT, BE APPROVED |
| Management |
| For |
| For |
|
CMMT |
| PLEASE NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION FOR THIS MEETING TYPE.-PLEASE CHOOSE BETWEEN “FOR” AND “AGAINST” ONLY. SHOULD YOU CHOOSE TO VOTE-ABSTAIN FOR THIS MEETING THEN YOUR VOTE WILL BE DISREGARDED BY THE ISSUER OR-ISSUERS AGENT |
| Non-Voting |
|
|
|
|
|
JOHN LAING INFRASTRUCTURE FUND LTD.
Security | G5146X104 | Meeting Type | ExtraOrdinary General Meeting |
Ticker Symbol |
| Meeting Date | 24-Sep-2018 |
ISIN | GG00B4ZWPH08 | Agenda | 709906234 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1 |
| THAT: 1. THE DIRECTORS OF THE COMPANY BE AUTHORISED TO TAKE ALL SUCH ACTION AS THEY MAY CONSIDER NECESSARY, DESIRABLE OR APPROPRIATE FOR CARRYING THE SCHEME INTO EFFECT; AND 2. WITH EFFECT FROM THE PASSING OF THIS RESOLUTION, THE ARTICLES OF INCORPORATION OF THE COMPANY BE AND ARE HEREBY AMENDED BY THE ADOPTION AND INCLUSION OF THE NEW ARTICLE 55, AS SET OUT IN THE NOTICE OF THE EGM |
| Management |
| For |
| For |
|
THE PROCTER & GAMBLE COMPANY
Security | 742718109 | Meeting Type | Annual |
Ticker Symbol | PG | Meeting Date | 09-Oct-2018 |
ISIN | US7427181091 | Agenda | 934870115 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1a. |
| Election of Director: Francis S. Blake |
| Management |
| For |
| For |
|
1b. |
| Election of Director: Angela F. Braly |
| Management |
| For |
| For |
|
1c. |
| Election of Director: Amy L. Chang |
| Management |
| For |
| For |
|
1d. |
| Election of Director: Kenneth I. Chenault |
| Management |
| For |
| For |
|
1e. |
| Election of Director: Scott D. Cook |
| Management |
| For |
| For |
|
1f. |
| Election of Director: Joseph Jimenez |
| Management |
| For |
| For |
|
1g. |
| Election of Director: Terry J. Lundgren |
| Management |
| For |
| For |
|
1h. |
| Election of Director: W. James McNerney, Jr. |
| Management |
| For |
| For |
|
1i. |
| Election of Director: Nelson Peltz |
| Management |
| For |
| For |
|
1j. |
| Election of Director: David S. Taylor |
| Management |
| For |
| For |
|
1k. |
| Election of Director: Margaret C. Whitman |
| Management |
| For |
| For |
|
1l. |
| Election of Director: Patricia A. Woertz |
| Management |
| For |
| For |
|
1m. |
| Election of Director: Ernesto Zedillo |
| Management |
| For |
| For |
|
2. |
| Ratify Appointment of the Independent Registered Public Accounting Firm |
| Management |
| For |
| For |
|
3. |
| Advisory Vote on the Company’s Executive Compensation (the “Say on Pay” vote) |
| Management |
| For |
| For |
|
ALTABA INC.
Security | 021346101 | Meeting Type | Annual |
Ticker Symbol | AABA | Meeting Date | 16-Oct-2018 |
ISIN | US0213461017 | Agenda | 934873628 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1.1 |
| Election of Director: Tor R. Braham |
| Management |
| For |
| For |
|
1.2 |
| Election of Director: Eric K. Brandt |
| Management |
| For |
| For |
|
1.3 |
| Election of Director: Catherine J. Friedman |
| Management |
| For |
| For |
|
1.4 |
| Election of Director: Richard L. Kauffman |
| Management |
| For |
| For |
|
1.5 |
| Election of Director: Thomas J. McInerney |
| Management |
| For |
| For |
|
PINNACLE FOODS INC.
Security | 72348P104 | Meeting Type | Special |
Ticker Symbol | PF | Meeting Date | 23-Oct-2018 |
ISIN | US72348P1049 | Agenda | 934878995 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| Adopt the Agreement and Plan of Merger, dated as of June 26, 2018, as it may be amended from time to time (the “merger agreement”), by and among Pinnacle Foods Inc., a Delaware corporation, Conagra Brands Inc., a Delaware corporation, and Patriot Merger Sub Inc., a Delaware corporation. |
| Management |
| For |
| For |
|
2. |
| Approve, on a non-binding, advisory basis, the compensation that may be paid or may become payable to Pinnacle Foods Inc.’s named executive officers in connection with, or following, the closing of the merger contemplated by the merger agreement. |
| Management |
| For |
| For |
|
3. |
| Approve adjournments of the Special Meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to adopt the merger agreement at the time of the Special Meeting. |
| Management |
| For |
| For |
|
FOREST CITY REALTY TRUST, INC.
Security | 345605109 | Meeting Type | Special |
Ticker Symbol | FCEA | Meeting Date | 15-Nov-2018 |
ISIN | US3456051099 | Agenda | 934889568 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| Forest City Realty Trust, Inc. and the other transactions contemplated by the Agreement and Plan of Merger, and as it may be amended from time to time, among Forest City Realty Trust, Inc., Antlia Holdings LLC and Antlia Merger Sub Inc., as more particularly described in the Proxy Statement. |
| Management |
| For |
| For |
|
2. |
| To approve, by a non-binding, advisory vote, certain compensation arrangements for Forest City Realty Trust, Inc.’s named executive officers in connection with the merger, as more particularly described in the Proxy Statement. |
| Management |
| For |
| For |
|
3. |
| To approve any adjournments of the special meeting for the purpose of soliciting additional proxies if there are not sufficient votes at the special meeting to approve proposal 1, as more particularly described in the Proxy Statement. |
| Management |
| For |
| For |
|
KABEL DEUTSCHLAND HOLDING AG, UNTERFOEHRING B.MUEN
Security | D6424C104 | Meeting Type | Annual General Meeting |
Ticker Symbol |
| Meeting Date | 20-Nov-2018 |
ISIN | DE000KD88880 | Agenda | 710025683 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
CMMT |
| ACCORDING TO GERMAN LAW, IN CASE OF SPECIFIC CONFLICTS OF INTEREST IN- CONNECTION WITH SPECIFIC ITEMS OF THE AGENDA FOR THE GENERAL MEETING YOU ARE-NOT ENTITLED TO EXERCISE YOUR VOTING RIGHTS. FURTHER, YOUR VOTING RIGHT MIGHT-BE EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS HAS REACHED CERTAIN THRESHOLDS-AND YOU HAVE NOT COMPLIED WITH ANY OF YOUR MANDATORY VOTING RIGHTS-NOTIFICATIONS PURSUANT TO THE GERMAN SECURITIES TRADING ACT (WPHG). FOR-QUESTIONS IN THIS REGARD PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE-FOR CLARIFICATION. IF YOU DO NOT HAVE ANY INDICATION REGARDING SUCH CONFLICT-OF INTEREST, OR ANOTHER EXCLUSION FROM VOTING, PLEASE SUBMIT YOUR VOTE AS-USUAL. THANK YOU. |
| Non-Voting |
|
|
|
|
|
CMMT |
| PLEASE NOTE THAT THE TRUE RECORD DATE FOR THIS MEETING IS 30 OCT 2018,-WHEREAS THE MEETING HAS BEEN SETUP USING THE ACTUAL RECORD DATE - 1 BUSINESS-DAY. THIS IS DONE TO ENSURE THAT ALL POSITIONS REPORTED ARE IN CONCURRENCE-WITH THE GERMAN LAW. THANK YOU. |
| Non-Voting |
|
|
|
|
|
CMMT |
| COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 05.11.2018. FURTHER INFORMATION ON-COUNTER PROPOSALS CAN BE FOUND DIRECTLY ON THE ISSUER’S WEBSITE (PLEASE REFER-TO THE MATERIAL URL SECTION OF THE APPLICATION). IF YOU WISH TO ACT ON THESE-ITEMS, YOU WILL NEED TO REQUEST A MEETING ATTEND AND VOTE YOUR SHARES-DIRECTLY AT THE COMPANY’S MEETING. COUNTER PROPOSALS CANNOT BE REFLECTED IN-THE BALLOT ON PROXYEDGE. |
| Non-Voting |
|
|
|
|
|
1 |
| PRESENTATION OF THE FINANCIAL STATEMENTS AND ANNUAL REPORTS FOR THE 2017/2018-FINANCIAL YEAR WITH THE REPORT OF THE SUPERVISORY BOARD, THE GROUP FINANCIAL-STATEMENTS AND GROUP ANNUAL REPORT |
| Non-Voting |
|
|
|
|
|
2 |
| RATIFICATION OF THE ACTS OF THE BOARD OF MDS |
| Management |
| For |
| For |
|
3 |
| RATIFICATION OF THE ACTS OF THE SUPERVISORY BOARD |
| Management |
| For |
| For |
|
4 |
| APPOINTMENT OF AUDITORS THE FOLLOWING ACCOUNTANTS SHALL BE APPOINTED AS AUDITORS AND GROUP AUDITORS FOR THE 2018/2019 FINANCIAL YEAR: PRICEWATERHOUSECOOPERS GMBH, DUSSELDORF |
| Management |
| For |
| For |
|
SHIRE PLC
Security | 82481R106 | Meeting Type | Special |
Ticker Symbol | SHPG | Meeting Date | 05-Dec-2018 |
ISIN | US82481R1068 | Agenda | 934899622 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| To approve the Scheme of Arrangement. |
| Management |
| For |
| For |
|
2. |
| Special Resolution: THAT for the purpose of giving effect to the Scheme of Arrangement: (1) the Board of Directors of the Company (the “Board”) be authorized to take all such action as they may consider necessary or appropriate for carrying the Scheme of Arrangement into effect, (2) the articles of association of the Company be amended by the adoption and inclusion of a new Article 154 and (3) conditional upon and with effect from the sanctioning of the Scheme of Arrangement ...(due to space limits, see proxy material for full proposal). |
| Management |
| For |
| For |
|
THE HAIN CELESTIAL GROUP, INC.
Security | 405217100 | Meeting Type | Annual |
Ticker Symbol | HAIN | Meeting Date | 05-Dec-2018 |
ISIN | US4052171000 | Agenda | 934895802 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1a. |
| Election of Director: Celeste A. Clark |
| Management |
| For |
| For |
|
1b. |
| Election of Director: Andrew R. Heyer |
| Management |
| Against |
| Against |
|
1c. |
| Election of Director: R. Dean Hollis |
| Management |
| For |
| For |
|
1d. |
| Election of Director: Shervin J. Korangy |
| Management |
| For |
| For |
|
1e. |
| Election of Director: Roger Meltzer |
| Management |
| Against |
| Against |
|
1f. |
| Election of Director: Mark Schiller |
| Management |
| For |
| For |
|
1g. |
| Election of Director: Jack L. Sinclair |
| Management |
| For |
| For |
|
1h. |
| Election of Director: Glenn W. Welling |
| Management |
| For |
| For |
|
1i. |
| Election of Director: Dawn M. Zier |
| Management |
| For |
| For |
|
2. |
| To approve, on an advisory basis, named executive officer compensation for the fiscal year ended June 30, 2018. |
| Management |
| For |
| For |
|
3. |
| To ratify the appointment of Ernst & Young LLP to act as registered independent accountants of the Company for the fiscal year ending June 30, 2019. |
| Management |
| For |
| For |
|
SSGA FUNDS
Security | 857492706 | Meeting Type | Special |
Ticker Symbol | GVMXX | Meeting Date | 18-Dec-2018 |
ISIN | US8574927062 | Agenda | 934897123 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
| |
2. |
| DIRECTOR |
| Management |
|
|
|
|
| |
|
| 1 | John R. Costantino |
|
|
| For |
| For |
|
|
| 2 | Michael A. Jessee |
|
|
| For |
| For |
|
|
| 3 | Ellen M. Needham |
|
|
| For |
| For |
|
|
| 4 | Donna M. Rapaccioli |
|
|
| For |
| For |
|
RED HAT, INC.
Security | 756577102 | Meeting Type | Special |
Ticker Symbol | RHT | Meeting Date | 16-Jan-2019 |
ISIN | US7565771026 | Agenda | 934914222 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| To adopt the Agreement and Plan of Merger (as it may be amended from time to time), dated as of October 28, 2018, which we refer to as the merger agreement, by and among Red Hat, Inc., International Business Machines Corporation and Socrates Acquisition Corp. |
| Management |
| For |
| For |
|
2. |
| To approve, by means of a non-binding, advisory vote, compensation that will or may become payable to the named executive officers of Red Hat, Inc. in connection with the merger. |
| Management |
| For |
| For |
|
3. |
| To approve one or more adjournments of the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the then-scheduled date and time of the special meeting. |
| Management |
| For |
| For |
|
ESTERLINE TECHNOLOGIES CORPORATION
Security | 297425100 | Meeting Type | Special |
Ticker Symbol | ESL | Meeting Date | 17-Jan-2019 |
ISIN | US2974251009 | Agenda | 934910844 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| To adopt the Agreement and Plan of Merger, as it may be amended from time to time, dated as of October 9, 2018 by and among Esterline Technologies Corporation, TransDigm Group Incorporated, and Thunderbird Merger Sub Inc. |
| Management |
| For |
| For |
|
2. |
| To approve, by non-binding, advisory vote, compensation that will or may become payable by Esterline Technologies Corporation to its named executive officers in connection with the merger contemplated by the merger agreement. |
| Management |
| For |
| For |
|
3. |
| To approve one or more adjournments of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting. |
| Management |
| For |
| For |
|
AMER SPORTS CORPORATION
Security | X01416118 | Meeting Type | ExtraOrdinary General Meeting |
Ticker Symbol |
| Meeting Date | 23-Jan-2019 |
ISIN | FI0009000285 | Agenda | 710364996 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
CMMT |
| MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO-PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE-POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED-IN ORDER FOR YOUR VOTE TO BE LODGED |
| Non-Voting |
|
|
|
|
|
CMMT |
| A POA IS NEEDED TO APPOINT OWN REPRESENTATIVE BUT IS NOT NEEDED IF A FINNISH-SUB/BANK IS APPOINTED EXCEPT IF THE SHAREHOLDER IS FINNISH THEN A POA WOULD-STILL BE REQUIRED. |
| Non-Voting |
|
|
|
|
|
1 |
| OPENING OF THE MEETING |
| Non-Voting |
|
|
|
|
|
2 |
| CALLING THE MEETING TO ORDER |
| Non-Voting |
|
|
|
|
|
3 |
| ELECTION OF PERSONS TO SCRUTINIZE THE MINUTES AND TO SUPERVISE THE COUNTING-OF VOTES |
| Non-Voting |
|
|
|
|
|
4 |
| RECORDING THE LEGALITY OF THE MEETING |
| Non-Voting |
|
|
|
|
|
5 |
| RECORDING THE ATTENDANCE AT THE MEETING AND THE LIST OF VOTES |
| Non-Voting |
|
|
|
|
|
6 |
| RESOLUTION ON THE AMENDMENT OF THE ARTICLES OF ASSOCIATION OF THE COMPANY: ARTICLE 11 |
| Management |
| For |
| For |
|
7 |
| RESOLUTION ON THE RIGHT OF THE CURRENT MEMBERS OF THE BOARD OF DIRECTORS TO ACCEPT THE TENDER OFFER FOR THEIR SHARES |
| Management |
| For |
| For |
|
8 |
| CLOSING OF THE MEETING |
| Non-Voting |
|
|
|
|
|
AIR PRODUCTS AND CHEMICALS, INC.
Security | 009158106 | Meeting Type | Annual |
Ticker Symbol | APD | Meeting Date | 24-Jan-2019 |
ISIN | US0091581068 | Agenda | 934911137 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1a. |
| Election of Director: Susan K. Carter |
| Management |
| For |
| For |
|
1b. |
| Election of Director: Charles I. Cogut |
| Management |
| For |
| For |
|
1c. |
| Election of Director: Seifi Ghasemi |
| Management |
| For |
| For |
|
1d. |
| Election of Director: Chadwick C. Deaton |
| Management |
| For |
| For |
|
1e. |
| Election of Director: David H. Y. Ho |
| Management |
| For |
| For |
|
1f. |
| Election of Director: Margaret G. McGlynn |
| Management |
| For |
| For |
|
1g. |
| Election of Director: Edward L. Monser |
| Management |
| For |
| For |
|
1h. |
| Election of Director: Matthew H. Paull |
| Management |
| For |
| For |
|
2. |
| Advisory vote approving Executive Officer compensation. |
| Management |
| For |
| For |
|
3. |
| Ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2019. |
| Management |
| For |
| For |
|
PACIFIC BIOSCIENCES OF CALIFORNIA INC
Security | 69404D108 | Meeting Type | Special |
Ticker Symbol | PACB | Meeting Date | 24-Jan-2019 |
ISIN | US69404D1081 | Agenda | 934916252 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| To adopt the Agreement and Plan of Merger, dated as of November 1, 2018, as it may be amended from time to time, by and among Pacific Biosciences of California, Inc., Illumina, Inc., and FC Ops Corp. |
| Management |
| For |
| For |
|
2. |
| To approve any proposal to adjourn the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting. |
| Management |
| For |
| For |
|
3. |
| To approve, on a non-binding, advisory basis, the compensation that will or may become payable by Pacific Biosciences of California, Inc. to its named executive officers in connection with the merger. |
| Management |
| For |
| For |
|
ARRIS INTERNATIONAL PLC
Security | G0551A103 | Meeting Type | Special |
Ticker Symbol | ARRS | Meeting Date | 01-Feb-2019 |
ISIN | GB00BZ04Y379 | Agenda | 934916620 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
C1. |
| Approve (with or without modification) a scheme of arrangement (the “Scheme”) to be made between ARRIS International plc (“ARRIS”) and the holders of the Scheme Shares (as defined in the Scheme). |
| Management |
| For |
| For |
|
G1. |
| Authorize, for the purpose of giving effect to the scheme of arrangement (the “Scheme”) between ARRIS International plc (“ARRIS”) and the holders of the Scheme Shares (as defined in the Scheme), the directors of ARRIS to take all such action as they may consider necessary or appropriate for carrying the Scheme into effect and to amend the articles of association of ARRIS. |
| Management |
| For |
| For |
|
G2. |
| Approve, on an advisory, non-binding basis, the compensation to be paid or become payable to ARRIS’s named executive officers in connection with the proposed acquisition by CommScope Holding Company, Inc. of all of the issued and to be issued ordinary shares of ARRIS pursuant to the terms of a Bid Conduct Agreement and the Scheme, and the agreements and understandings pursuant to which such compensation may be paid or become payable. |
| Management |
| For |
| For |
|
ESTERLINE TECHNOLOGIES CORPORATION
Security | 297425100 | Meeting Type | Annual |
Ticker Symbol | ESL | Meeting Date | 07-Feb-2019 |
ISIN | US2974251009 | Agenda | 934916113 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1.1 |
| Election of Director: Delores M. Etter |
| Management |
| For |
| For |
|
1.2 |
| Election of Director: Paul V. Haack |
| Management |
| For |
| For |
|
1.3 |
| Election of Director: Mary L. Howell |
| Management |
| For |
| For |
|
1.4 |
| Election of Director: Scott E. Kuechle |
| Management |
| For |
| For |
|
1.5 |
| Election of Director: Curtis C. Reusser |
| Management |
| For |
| For |
|
2. |
| To approve, on an advisory basis, the compensation of the Company’s named executive officers for the fiscal year ended September 28, 2018. |
| Management |
| For |
| For |
|
3. |
| To ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 27, 2019. |
| Management |
| For |
| For |
|
INFRAREIT INC
Security | 45685L100 | Meeting Type | Special |
Ticker Symbol | HIFR | Meeting Date | 07-Feb-2019 |
ISIN | US45685L1008 | Agenda | 934919169 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| To adopt the Agreement and Plan of Merger, dated as of October 18, 2018, as it may be amended from time to time (the “merger agreement”), by and among InfraREIT, Inc., a Maryland corporation (“InfraREIT”), InfraREIT Partners, LP, a Delaware limited partnership and subsidiary of InfraREIT, Oncor Electric Delivery Company LLC, a Delaware limited liability company (“Oncor”), 1912 Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of Oncor, and Oncor T&D Partners, LP. |
| Management |
| For |
| For |
|
2. |
| To approve any adjournment(s) of the special meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the merger proposal or in the absence of a quorum. |
| Management |
| For |
| For |
|
ENCANA CORPORATION
Security | 292505104 | Meeting Type | Special |
Ticker Symbol | ECA | Meeting Date | 12-Feb-2019 |
ISIN | CA2925051047 | Agenda | 934920186 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1 |
| The resolution to approve the issuance of the Corporation’s common shares, no par value, to stockholders of Newfield Exploration Company, a Delaware corporation (“Newfield”), in connection with the Agreement and Plan of Merger, dated as of October 31, 2018, by and among the Corporation, Neapolitan Merger Corp., a Delaware corporation and an indirect wholly-owned subsidiary of the Corporation, and Newfield (the “share issuance proposal”); |
| Management |
| Against |
| Against |
|
2 |
| The adjournment of the Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the share issuance proposal. |
| Management |
| Against |
| Against |
|
BELMOND LTD.
Security | G1154H107 | Meeting Type | Special |
Ticker Symbol | BEL | Meeting Date | 14-Feb-2019 |
ISIN | BMG1154H1079 | Agenda | 934919753 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| To approve the Agreement and Plan of Merger, dated as of December 13, 2018, by and among Belmond Ltd., LVMH Moet Hennessy Louis Vuitton SE, Palladio Overseas Holding Limited and Fenice Ltd., including the statutory merger agreement attached thereto, and the merger of Fenice Ltd. with and into Belmond Ltd. (the “merger proposal”). |
| Management |
| For |
| For |
|
2. |
| To approve an adjournment of the special general meeting of shareholders of Belmond Ltd. (the “special general meeting”), if necessary or appropriate, to solicit additional proxies, in the event that there are insufficient votes to approve the merger proposal at the special general meeting (the “adjournment proposal”). |
| Management |
| For |
| For |
|
MINDBODY, INC.
Security | 60255W105 | Meeting Type | Special |
Ticker Symbol | MB | Meeting Date | 14-Feb-2019 |
ISIN | US60255W1053 | Agenda | 934923269 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| To adopt the Agreement and Plan of Merger, dated as of December 23, 2018, by and among MINDBODY, Inc., Torreys Parent, LLC and Torreys Merger Sub, Inc. (the “Merger Agreement”). |
| Management |
| Against |
| Against |
|
2. |
| To approve, on a advisory (non-binding) basis, the compensation that may be paid or become payable to MINDBODY, Inc.’s named executive officers that is based or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement. |
| Management |
| Against |
| Against |
|
3. |
| To approve any proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the proposal to adopt the Merger Agreement. |
| Management |
| For |
| For |
|
QUAD/GRAPHICS, INC.
Security | 747301109 | Meeting Type | Special |
Ticker Symbol | QUAD | Meeting Date | 22-Feb-2019 |
ISIN | US7473011093 | Agenda | 934922887 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| Share Issuance Proposal. To approve the issuance of shares of class A common stock of Quad/Graphics, Inc. (“Quad/Graphics”) in connection with the merger between a wholly owned subsidiary of Quad/Graphics, QLC Merger Sub, Inc. (“Merger Sub”), and LSC Communications, Inc. (“LSC”), as contemplated by the agreement and plan of merger, dated as of October 30, 2018, among Quad/Graphics, LSC and Merger Sub. |
| Management |
| Abstain |
| Against |
|
NUTRISYSTEM, INC.
Security | 67069D108 | Meeting Type | Special |
Ticker Symbol | NTRI | Meeting Date | 05-Mar-2019 |
ISIN | US67069D1081 | Agenda | 934926392 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| To consider and vote on a proposal to adopt the Agreement and Plan of Merger, dated as of December 9, 2018, as it may be amended from time to time, by and among Tivity Health, Inc., Sweet Acquisition, Inc. and Nutrisystem, Inc. |
| Management |
| For |
| For |
|
2. |
| To consider and vote on a proposal to approve the adjournment of the special meeting if necessary or appropriate, including to solicit additional proxies in the event there are not sufficient votes at the time of the special meeting to approve Proposal 1. |
| Management |
| For |
| For |
|
3. |
| To consider and vote on a proposal to approve, on an advisory (non-binding) basis, certain compensation that may be paid or become payable to Nutrisystem, Inc.’s named executive officers in connection with, or following, the closing of the merger contemplated by the agreement referred to in Proposal 1 or in the absence of a quorum. |
| Management |
| For |
| For |
|
TRIBUNE MEDIA COMPANY
Security | 896047503 | Meeting Type | Special |
Ticker Symbol | TRCO | Meeting Date | 12-Mar-2019 |
ISIN | US8960475031 | Agenda | 934927914 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| Adoption of the Merger Agreement: To consider and vote on a proposal to adopt the agreement and plan of merger, dated as of November 30, 2018 (as amended from time to time, the “Merger Agreement”), by and among Tribune Media Company (“Tribune”), Nexstar Media Group, Inc. and Titan Merger Sub, Inc. |
| Management |
| Abstain |
| Against |
|
2. |
| Advisory Vote Regarding Merger Related Named Executive Officer Compensation: To consider and vote on a non-binding, advisory proposal to approve the compensation that may become payable to Tribune’s named executive officers in connection with the consummation of the merger contemplated by the Merger Agreement. |
| Management |
| Abstain |
| Against |
|
3. |
| Approval of Special Meeting: To consider and vote on a proposal to adjourn the Tribune special meeting, if necessary or appropriate, including adjournments to permit further solicitation of proxies in favor of the proposal to adopt the Merger Agreement. |
| Management |
| For |
| For |
|
TRAVELPORT WORLDWIDE LIMITED
Security | G9019D104 | Meeting Type | Special |
Ticker Symbol | TVPT | Meeting Date | 15-Mar-2019 |
ISIN | BMG9019D1048 | Agenda | 934929451 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| Approval of the Agreement and Plan of Merger, by and among Travelport Worldwide Limited, Toro Private Holdings III, Ltd. (“Parent”), and following the execution of the joinder agreement, dated December 11, 2018, Toro Private Holdings IV, Ltd. Pursuant to which Merger Sub will merge with and into Travelport, with Travelport continuing as the surviving company and a wholly owned subsidiary of Parent, the statutory merger agreement required in accordance with Section 105 of the Bermuda Companies Act 1981, as amended, and the Merger. |
| Management |
| For |
| For |
|
2. |
| Approval of the adjournment of the special general meeting of Travelport (the “Special General Meeting”) to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to approve the Merger Proposal at the time of the Special General Meeting. |
| Management |
| For |
| For |
|
3. |
| Approval on an advisory (non-binding) basis, of the compensation that may be paid or become payable to Travelport’s named executive officers in connection with the Merger. |
| Management |
| Against |
| Against |
|
DAIRY CREST GROUP PLC
Security | G2624G109 | Meeting Type | Court Meeting |
Ticker Symbol |
| Meeting Date | 01-Apr-2019 |
ISIN | GB0002502812 | Agenda | 710684982 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
CMMT |
| PLEASE NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION FOR THIS MEETING TYPE.-PLEASE CHOOSE BETWEEN “FOR” AND “AGAINST” ONLY. SHOULD YOU CHOOSE TO VOTE-ABSTAIN FOR THIS MEETING THEN YOUR VOTE WILL BE DISREGARDED BY THE ISSUER OR-ISSUERS AGENT |
| Non-Voting |
|
|
|
|
|
1 |
| APPROVAL OF THE SCHEME |
| Management |
| For |
| For |
|
DAIRY CREST GROUP PLC
Security | G2624G109 | Meeting Type | Ordinary General Meeting |
Ticker Symbol |
| Meeting Date | 01-Apr-2019 |
ISIN | GB0002502812 | Agenda | 710685011 - Management |
Item |
| Proposal |
| Proposed by |
| Vote |
| For/Against |
|
1 |
| TO GIVE AUTHORITY TO THE DIRECTORS OF THE COMPANY TO TAKE ALL SUCH ACTION AS THEY MAY CONSIDER NECESSARY OR APPROPRIATE FOR CARRYING THE SCHEME INTO EFFECT |
| Management |
| For |
| For |
|
GOLDCORP INC.
Security | 380956409 | Meeting Type | Special |
Ticker Symbol | GG | Meeting Date | 04-Apr-2019 |
ISIN | CA3809564097 | Agenda | 934942738 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1 |
| A special resolution to approve an arrangement under Section 182 of the Business Corporations Act (Ontario) involving the Company and Newmont Mining Corporation, all as more particularly described in the management information circular of the Company dated March 4, 2019. |
| Management |
| For |
| For |
|
L3 TECHNOLOGIES, INC.
Security | 502413107 | Meeting Type | Special |
Ticker Symbol | LLL | Meeting Date | 04-Apr-2019 |
ISIN | US5024131071 | Agenda | 934934832 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| To consider and vote on a proposal (the “L3 merger agreement proposal”) to adopt the Agreement and Plan of Merger, dated as of October 12, 2018 (as it may be amended from time to time), by and among Harris Corporation, L3 Technologies, Inc. and Leopard Merger Sub Inc., pursuant to which Leopard Merger Sub Inc. will merge with and into L3 Technologies, Inc. and L3 Technologies, Inc. will continue as the surviving corporation and wholly-owned subsidiary of Harris Corporation. |
| Management |
| For |
| For |
|
2. |
| To consider and vote on an advisory (non-binding) proposal (the “L3 compensation proposal”) to approve the executive officer compensation that may be paid or become payable to L3 Technologies, Inc.’s named executive officers in connection with the merger. |
| Management |
| For |
| For |
|
3. |
| To consider and vote on a proposal (the “L3 adjournment proposal”) to approve the adjournment of the Special Meeting of L3 stockholders, if necessary or appropriate, including to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve the merger agreement proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to L3 stockholders. |
| Management |
| For |
| For |
|
CLEMENTIA PHARMACEUTICALS INC.
Security | 185575107 | Meeting Type | Special |
Ticker Symbol | CMTA | Meeting Date | 09-Apr-2019 |
ISIN | CA1855751071 | Agenda | 934948526 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1 |
| Pass, with or without variation, a special resolution, the full text of which is set forth in Appendix “A” to the management information circular of Clementia Pharmaceuticals Inc. dated March 7, 2019 (the “Information Circular”), approving the statutory plan of arrangement under section 192 of the Canada Business Corporations Act involving Clementia Pharmaceuticals Inc., Ipsen S.A. and 11188291 Canada Inc., as more particularly described in the Information Circular. |
| Management |
| For |
| For |
|
AMER SPORTS CORPORATION
Security | X01416118 | Meeting Type | ExtraOrdinary General Meeting |
Ticker Symbol |
| Meeting Date | 11-Apr-2019 |
ISIN | FI0009000285 | Agenda | 710785962 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
CMMT |
| MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO-PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE-POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED-IN ORDER FOR YOUR VOTE TO BE LODGED |
| Non-Voting |
|
|
|
|
|
CMMT |
| A POA IS NEEDED TO APPOINT OWN REPRESENTATIVE BUT IS NOT NEEDED IF A FINNISH-SUB/BANK IS APPOINTED EXCEPT IF THE SHAREHOLDER IS FINNISH THEN A POA WOULD-STILL BE REQUIRED. |
| Non-Voting |
|
|
|
|
|
1 |
| OPENING OF THE MEETING |
| Non-Voting |
|
|
|
|
|
2 |
| CALLING THE MEETING TO ORDER |
| Non-Voting |
|
|
|
|
|
3 |
| ELECTION OF PERSONS TO SCRUTINIZE THE MINUTES AND TO SUPERVISE THE COUNTING-OF VOTES |
| Non-Voting |
|
|
|
|
|
4 |
| RECORDING THE LEGALITY OF THE MEETING |
| Non-Voting |
|
|
|
|
|
5 |
| RECORDING THE ATTENDANCE AT THE MEETING AND THE LIST OF VOTES |
| Non-Voting |
|
|
|
|
|
6 |
| RESOLUTION ON THE REMUNERATION OF THE MEMBERS OF THE BOARD OF DIRECTORS |
| Management |
| For |
| For |
|
7 |
| RESOLUTION ON THE NUMBER OF MEMBERS OF THE BOARD OF DIRECTORS: SEVEN (7) |
| Management |
| For |
| For |
|
8 |
| CHANGES TO THE COMPOSITION OF THE BOARD OF DIRECTORS: MR. SHIZHONG DING, MR. JIE ZHENG, MR. SHIXIAN LAI, MS. JENNIFER QINGYI ZHENG, MR. KUI TANG, MR. DENNIS JAMES WILSON AND MR. ZHAOHUI LI. THE TERM OF OFFICE OF THE COMPANY’S CURRENT MEMBERS OF THE BOARD OF DIRECTORS SHALL END UPON THE ELECTION OF THE ABOVE NEW MEMBERS |
| Management |
| For |
| For |
|
9 |
| CLOSING OF THE MEETING |
| Non-Voting |
|
|
|
|
|
FIRST DATA CORPORATION
Security | 32008D106 | Meeting Type | Consent |
Ticker Symbol | FDC | Meeting Date | 11-Apr-2019 |
ISIN | US32008D1063 | Agenda | 934956662 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| The adoption of the Agreement and Plan of Merger, dated as of January 16, 2019, by and among First Data, Fiserv and 300 Holdings, Inc., a Delaware corporation (“Merger Sub”), pursuant to which Merger Sub will merge with and into First Data (the “Merger”), with First Data surviving the Merger as a direct, wholly owned subsidiary of Fiserv. |
| Management |
| For |
| For |
|
2. |
| The adoption of the following resolution, on a non- binding, advisory basis: “RESOLVED, that compensation that will or may be made to First Data’s named executive officers in connection with the Merger, and the agreements or understandings pursuant to which such compensation will or may be made, in each case, as disclosed pursuant to Item 402(t) of Regulation S-K under the heading “The Merger-Interests of Certain First Data Directors & Executive Officers in Merger” beginning on page 132 of Joint Proxy & Consent Solicitation Statement/Prospectus. |
| Management |
| For |
| For |
|
CELGENE CORPORATION
Security | 151020104 | Meeting Type | Special |
Ticker Symbol | CELG | Meeting Date | 12-Apr-2019 |
ISIN | US1510201049 | Agenda | 934934274 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1 |
| Adoption of the Agreement and Plan of Merger, dated as of January 2, 2019, as it may be amended from time to time (the merger agreement), among Bristol-Myers Squibb Company, a Delaware corporation (Bristol-Myers Squibb), Burgundy Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Bristol-Myers Squibb, and Celgene Corporation (Celgene), pursuant to which Burgundy Merger Sub, Inc. will be merged with and into Celgene (the merger). |
| Management |
| For |
| For |
|
2 |
| Approval of the adjournment from time to time of the special meeting of the stockholders of Celgene (the Celgene special meeting) if necessary to solicit additional proxies if there are not sufficient votes to adopt the merger agreement at the time of the Celgene special meeting or any adjournment or postponement thereof. |
| Management |
| For |
| For |
|
3 |
| Approval, on an advisory (non-binding) basis, of the compensation that will or may be paid or provided by Celgene to its named executive officers in connection with the merger. |
| Management |
| For |
| For |
|
CELGENE CORPORATION
Security | 151020104 | Meeting Type | Special |
Ticker Symbol | CELG | Meeting Date | 12-Apr-2019 |
ISIN | US1510201049 | Agenda | 934939642 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| Adoption of the Agreement and Plan of Merger, dated as of January 2, 2019, as it may be amended from time to time (the merger agreement), among Bristol-Myers Squibb Company, a Delaware corporation (Bristol-Myers Squibb), Burgundy Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Bristol-Myers Squibb, and Celgene Corporation (Celgene), pursuant to which Burgundy Merger Sub, Inc. will be merged with and into Celgene (the merger). |
| Management |
| For |
| For |
|
2. |
| Approval of the adjournment from time to time of the special meeting of the stockholders of Celgene (the Celgene special meeting) if necessary to solicit additional proxies if there are not sufficient votes to adopt the merger agreement at the time of the Celgene special meeting or any adjournment or postponement thereof. |
| Management |
| For |
| For |
|
3. |
| Approval, on an advisory (non-binding) basis, of the compensation that will or may be paid or provided by Celgene to its named executive officers in connection with the merger. |
| Management |
| For |
| For |
|
VERSUM MATERIALS, INC.
Security | 92532W103 | Meeting Type | Contested-Special |
Ticker Symbol | VSM | Meeting Date | 12-Apr-2019 |
ISIN | US92532W1036 | Agenda | 934958440 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| Adoption of the Agreement and Plan of Merger, dated as of January 27, 2019 (as it may be amended from time to time) (the “merger agreement”), by and between Versum Materials, Inc. (“Versum”) and Entegris, Inc. (“Entegris”), pursuant to which Versum will merge with and into Entegris, with Entegris surviving the merger (the “Versum merger agreement proposal”). |
| Management |
| Abstain |
|
|
|
2. |
| Approval, on a non-binding, advisory basis, of certain compensation that will or may be paid to Versum’s named executive officers in connection with the transactions contemplated by the merger agreement (the “Versum compensation proposal”). |
| Management |
| Abstain |
|
|
|
3. |
| Approval of the adjournment of the Special meeting of Versum stockholders to solicit additional proxies if there are not sufficient votes at the time of the special meeting of Versum stockholders to approve the Versum merger agreement proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to Versum stockholders (the “Versum adjournment proposal”). |
| Management |
| Abstain |
|
|
|
VERSUM MATERIALS, INC.
Security | 92532W103 | Meeting Type | Contested-Special |
Ticker Symbol | VSM | Meeting Date | 12-Apr-2019 |
ISIN | US92532W1036 | Agenda | 934963073 - Opposition |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| Adoption of the Agreement and Plan of Merger, dated as of January 27, 2019 (as it may be amended from time to time) (the “merger agreement”), by and between Versum Materials, Inc. (“Versum”) and Entegris, Inc. (“Entegris”), pursuant to which Versum will merge with and into Entegris, with Entegris surviving the merger. |
| Management |
| Abstain |
| Against |
|
2. |
| Approval, on a non-binding, advisory basis, of certain compensation that will or may be paid to Versum’s named executive officers in connection with the transactions contemplated by the merger agreement. |
| Management |
| Abstain |
| Against |
|
3. |
| Approval of the adjournment of the Special meeting of Versum stockholders to solicit additional proxies if there are not sufficient votes at the time of the special meeting of Versum stockholders to approve the Versum merger agreement proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to Versum stockholders. |
| Management |
| Abstain |
| Against |
|
ELLIE MAE, INC.
Security | 28849P100 | Meeting Type | Special |
Ticker Symbol | ELLI | Meeting Date | 15-Apr-2019 |
ISIN | US28849P1003 | Agenda | 934954872 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| To adopt the Agreement and Plan of Merger, dated as of February 11, 2019, by and among Ellie Mae, Inc., EM Eagle Purchaser, LLC and EM Eagle Merger Sub, Inc. (the “Merger Agreement”). |
| Management |
| For |
| For |
|
2. |
| To approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to Ellie Mae, Inc.’s named executive officers that is based on or otherwise relates to the Merger Agreement and the transaction contemplated by the Merger Agreement. |
| Management |
| For |
| For |
|
3. |
| To approve any proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting. |
| Management |
| For |
| For |
|
SOLIUM CAPITAL INC.
Security | 83425Q105 | Meeting Type | Special |
Ticker Symbol | SIUMF | Meeting Date | 15-Apr-2019 |
ISIN | CA83425Q1054 | Agenda | 934950812 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1 |
| Approval of a special resolution, the full text of which is set forth in Appendix A to the accompanying management information circular of the Corporation dated March 12, 2019, approving an arrangement pursuant to section 193 of the Business Corporations Act (Alberta) involving the Corporation, Morgan Stanley, 2172350 Alberta Ltd. and the holders of common shares, stock options and restricted share units in the capital of the Corporation. |
| Management |
| For |
| For |
|
FISERV, INC.
Security | 337738108 | Meeting Type | Special |
Ticker Symbol | FISV | Meeting Date | 18-Apr-2019 |
ISIN | US3377381088 | Agenda | 934952688 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| To approve the issuance of shares of Fiserv, Inc. common stock in connection with the transactions contemplated by the Agreement and Plan of Merger, dated January 16, 2019, by and among Fiserv, Inc., 300 Holdings, Inc., and First Data Corporation. |
| Management |
| For |
| For |
|
2. |
| To adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, sufficient votes to approve Proposal 1 have not been obtained. |
| Management |
| For |
| For |
|
RPC GROUP PLC
Security | G7699G108 | Meeting Type | Court Meeting |
Ticker Symbol |
| Meeting Date | 18-Apr-2019 |
ISIN | GB0007197378 | Agenda | 710805574 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
CMMT |
| PLEASE NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION FOR THIS MEETING TYPE.-PLEASE CHOOSE BETWEEN “FOR” AND “AGAINST” ONLY. SHOULD YOU CHOOSE TO VOTE-ABSTAIN FOR THIS MEETING THEN YOUR VOTE WILL BE DISREGARDED BY THE ISSUER OR-ISSUERS AGENT |
| Non-Voting |
|
|
|
|
|
1 |
| TO APPROVE THE SCHEME |
| Management |
| For |
| For |
|
RPC GROUP PLC
Security | G7699G108 | Meeting Type | Ordinary General Meeting |
Ticker Symbol |
| Meeting Date | 18-Apr-2019 |
ISIN | GB0007197378 | Agenda | 710805586 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1 |
| TO GIVE EFFECT TO THE SCHEME, AS SET OUT IN THE NOTICE OF GENERAL MEETING, INCLUDING THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION |
| Management |
| For |
| For |
|
SUNTRUST BANKS, INC.
Security | 867914103 | Meeting Type | Annual |
Ticker Symbol | STI | Meeting Date | 23-Apr-2019 |
ISIN | US8679141031 | Agenda | 934933638 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1A |
| Election of Director: Agnes Bundy Scanlan |
| Management |
| For |
| For |
|
1B |
| Election of Director: Dallas S. Clement |
| Management |
| For |
| For |
|
1C |
| Election of Director: Paul D. Donahue |
| Management |
| For |
| For |
|
1D |
| Election of Director: Paul R. Garcia |
| Management |
| For |
| For |
|
1E |
| Election of Director: Donna S. Morea |
| Management |
| For |
| For |
|
1F |
| Election of Director: David M. Ratcliffe |
| Management |
| For |
| For |
|
1G |
| Election of Director: William H. Rogers, Jr. |
| Management |
| For |
| For |
|
1H |
| Election of Director: Frank P. Scruggs, Jr. |
| Management |
| For |
| For |
|
1I |
| Election of Director: Bruce L. Tanner |
| Management |
| For |
| For |
|
1J |
| Election of Director: Steven C. Voorhees |
| Management |
| For |
| For |
|
2 |
| To approve, on an advisory basis, the Company’s executive compensation. |
| Management |
| For |
| For |
|
3 |
| To ratify the appointment of Ernst & Young LLP as our independent auditor for 2019. |
| Management |
| For |
| For |
|
TCF FINANCIAL CORPORATION
Security | 872275102 | Meeting Type | Annual |
Ticker Symbol | TCF | Meeting Date | 24-Apr-2019 |
ISIN | US8722751026 | Agenda | 934940140 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
| |
1. |
| DIRECTOR |
| Management |
|
|
|
|
| |
|
| 1 | Peter Bell |
|
|
| For |
| For |
|
|
| 2 | William F. Bieber |
|
|
| For |
| For |
|
|
| 3 | Theodore J. Bigos |
|
|
| For |
| For |
|
|
| 4 | Craig R. Dahl |
|
|
| For |
| For |
|
|
| 5 | Karen L. Grandstrand |
|
|
| For |
| For |
|
|
| 6 | George G. Johnson |
|
|
| For |
| For |
|
|
| 7 | Richard H. King |
|
|
| For |
| For |
|
|
| 8 | Vance K. Opperman |
|
|
| For |
| For |
|
|
| 9 | Roger J. Sit |
|
|
| For |
| For |
|
|
| 10 | Julie H. Sullivan |
|
|
| For |
| For |
|
|
| 11 | Barry N. Winslow |
|
|
| For |
| For |
|
|
| 12 | Theresa M. H. Wise |
|
|
| For |
| For |
|
2. |
| Advisory (Non-Binding) Vote to Approve Executive Compensation as Disclosed in the Proxy Statement. |
| Management |
| For |
| For |
| |
3. |
| Advisory (Non-Binding) Vote to Ratify the Appointment of KPMG LLP as Independent Registered Public Accountants for 2019. |
| Management |
| For |
| For |
|
PAPA JOHN’S INTERNATIONAL, INC.
Security | 698813102 | Meeting Type | Annual |
Ticker Symbol | PZZA | Meeting Date | 30-Apr-2019 |
ISIN | US6988131024 | Agenda | 934971424 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1a. |
| Election of Director: Christopher L. Coleman |
| Management |
| For |
| For |
|
1b. |
| Election of Director: Michael R. Dubin |
| Management |
| For |
| For |
|
1c. |
| Election of Director: Olivia F. Kirtley |
| Management |
| For |
| For |
|
1d. |
| Election of Director: Laurette T. Koellner |
| Management |
| For |
| For |
|
1e. |
| Election of Director: Jocelyn C. Mangan |
| Management |
| For |
| For |
|
1f. |
| Election of Director: Sonya E. Medina |
| Management |
| For |
| For |
|
1g. |
| Election of Director: Shaquille R. O’Neal |
| Management |
| For |
| For |
|
1h. |
| Election of Director: Steven M. Ritchie |
| Management |
| For |
| For |
|
1i. |
| Election of Director: Anthony M. Sanfilippo |
| Management |
| For |
| For |
|
1j. |
| Election of Director: Jeffrey C. Smith |
| Management |
| For |
| For |
|
2. |
| Ratification of the Selection of Independent Auditors: To ratify the selection of KPMG LLP as the Company’s independent auditors for the 2019 fiscal year. |
| Management |
| For |
| For |
|
3. |
| Advisory approval of the Company’s executive compensation. |
| Management |
| For |
| For |
|
4. |
| Ratification of the Company’s Rights Agreement, as amended. |
| Management |
| For |
| For |
|
THE ULTIMATE SOFTWARE GROUP, INC.
Security | 90385D107 | Meeting Type | Special |
Ticker Symbol | ULTI | Meeting Date | 30-Apr-2019 |
ISIN | US90385D1072 | Agenda | 934970612 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| To adopt the Agreement and Plan of Merger, dated as of February 3, 2019 (as it may be amended from time to time, the merger agreement), by and among The Ultimate Software Group, Inc., a Delaware corporation (the Company), Unite Parent Corp., a Delaware corporation (Parent), and Unite Merger Sub Corp., a Delaware corporation and an indirect wholly owned subsidiary of Parent (Merger Sub), pursuant to which Merger Sub will be merged with and into the Company (the merger). |
| Management |
| For |
| For |
|
2. |
| To approve, on an advisory (non-binding) basis, certain compensation that may be paid or become payable to the Companys named executive officers in connection with the merger. |
| Management |
| For |
| For |
|
3. |
| To approve the adjournment of the special meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement. |
| Management |
| For |
| For |
|
THE ULTIMATE SOFTWARE GROUP, INC.
Security | 90385D107 | Meeting Type | Special |
Ticker Symbol | ULTI | Meeting Date | 30-Apr-2019 |
ISIN | US90385D1072 | Agenda | 934980017 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| To adopt the Agreement and Plan of Merger, dated as of February 3, 2019 (as it may be amended from time to time, the merger agreement), by and among The Ultimate Software Group, Inc., a Delaware corporation (the Company), Unite Parent Corp., a Delaware corporation (Parent), and Unite Merger Sub Corp., a Delaware corporation and an indirect wholly owned subsidiary of Parent (Merger Sub), pursuant to which Merger Sub will be merged with and into the Company (the merger). |
| Management |
| For |
| For |
|
2. |
| To approve, on an advisory (non-binding) basis, certain compensation that may be paid or become payable to the Companys named executive officers in connection with the merger. |
| Management |
| For |
| For |
|
3. |
| To approve the adjournment of the special meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement. |
| Management |
| For |
| For |
|
INMARSAT PLC
Security | G4807U103 | Meeting Type | Annual General Meeting |
Ticker Symbol |
| Meeting Date | 01-May-2019 |
ISIN | GB00B09LSH68 | Agenda | 710812822 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1 |
| ACCEPT FINANCIAL STATEMENTS AND STATUTORY REPORTS |
| Management |
| For |
| For |
|
2 |
| APPROVE REMUNERATION REPORT |
| Management |
| Against |
| Against |
|
3 |
| APPROVE REMUNERATION POLICY |
| Management |
| Against |
| Against |
|
4 |
| AMEND EXECUTIVE SHARE PLAN |
| Management |
| Against |
| Against |
|
5 |
| APPROVE FINAL DIVIDEND |
| Management |
| For |
| For |
|
6 |
| ELECT TRACY CLARKE AS DIRECTOR |
| Management |
| For |
| For |
|
7 |
| RE-ELECT TONY BATES AS DIRECTOR |
| Management |
| For |
| For |
|
8 |
| RE-ELECT SIMON BAX AS DIRECTOR |
| Management |
| For |
| For |
|
9 |
| RE-ELECT SIR BRYAN CARSBERG AS DIRECTOR |
| Management |
| For |
| For |
|
10 |
| RE-ELECT WARREN FINEGOLD AS DIRECTOR |
| Management |
| For |
| For |
|
11 |
| RE-ELECT ROBERT KEHLER AS DIRECTOR |
| Management |
| For |
| For |
|
12 |
| RE-ELECT PHILLIPA MCCROSTIE AS DIRECTOR |
| Management |
| For |
| For |
|
13 |
| RE-ELECT JANICE OBUCHOWSKI AS DIRECTOR |
| Management |
| For |
| For |
|
14 |
| RE-ELECT RUPERT PEARCE AS DIRECTOR |
| Management |
| For |
| For |
|
15 |
| RE-ELECT DR ABE PELED AS DIRECTOR |
| Management |
| For |
| For |
|
16 |
| RE-ELECT ROBERT RUIJTER AS DIRECTOR |
| Management |
| For |
| For |
|
17 |
| RE-ELECT ANDREW SUKAWATY AS DIRECTOR |
| Management |
| For |
| For |
|
18 |
| RE-ELECT DR HAMADOUN TOURE AS DIRECTOR |
| Management |
| For |
| For |
|
19 |
| REAPPOINT DELOITTE LLP AS AUDITORS |
| Management |
| For |
| For |
|
20 |
| AUTHORISE THE AUDIT COMMITTEE TO FIX REMUNERATION OF AUDITORS |
| Management |
| For |
| For |
|
21 |
| AUTHORISE EU POLITICAL DONATIONS AND EXPENDITURE |
| Management |
| Abstain |
| Against |
|
22 |
| AUTHORISE ISSUE OF EQUITY |
| Management |
| Abstain |
| Against |
|
23 |
| AUTHORISE ISSUE OF EQUITY WITHOUT PRE- EMPTIVE RIGHTS |
| Management |
| Abstain |
| Against |
|
24 |
| AUTHORISE ISSUE OF EQUITY WITHOUT PRE- EMPTIVE RIGHTS IN CONNECTION WITH AN ACQUISITION OR OTHER CAPITAL INVESTMENT |
| Management |
| Abstain |
| Against |
|
25 |
| AUTHORISE MARKET PURCHASE OF ORDINARY SHARES |
| Management |
| Abstain |
| Against |
|
26 |
| AMEND ARTICLES OF ASSOCIATION |
| Management |
| Abstain |
| Against |
|
27 |
| AUTHORISE THE COMPANY TO CALL GENERAL MEETING WITH TWO WEEKS’ NOTICE |
| Management |
| Against |
| Against |
|
TRIBUNE MEDIA COMPANY
Security | 896047503 | Meeting Type | Annual |
Ticker Symbol | TRCO | Meeting Date | 01-May-2019 |
ISIN | US8960475031 | Agenda | 934951787 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1a. |
| Election of Director: Ross Levinsohn |
| Management |
| For |
| For |
|
1b. |
| Election of Director: Peter E. Murphy |
| Management |
| For |
| For |
|
2. |
| Advisory vote approving executive compensation. |
| Management |
| For |
| For |
|
3. |
| The ratification of the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for the 2019 fiscal year. |
| Management |
| For |
| For |
|
TRINITY INDUSTRIES, INC.
Security | 896522109 | Meeting Type | Annual |
Ticker Symbol | TRN | Meeting Date | 06-May-2019 |
ISIN | US8965221091 | Agenda | 934982782 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
| |
1 |
| DIRECTOR |
| Management |
|
|
|
|
| |
|
| 1 | John L. Adams |
|
|
| For |
| For |
|
|
| 2 | Brandon B. Boze |
|
|
| For |
| For |
|
|
| 3 | John J. Diez |
|
|
| For |
| For |
|
|
| 4 | Leldon E. Echols |
|
|
| For |
| For |
|
|
| 5 | Charles W. Matthews |
|
|
| For |
| For |
|
|
| 6 | E. Jean Savage |
|
|
| For |
| For |
|
|
| 7 | Dunia A. Shive |
|
|
| For |
| For |
|
|
| 8 | Timothy R. Wallace |
|
|
| For |
| For |
|
2. |
| Advisory vote to approve named executive officer compensation. |
| Management |
| For |
| For |
| |
3. |
| Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2019. |
| Management |
| For |
| For |
|
FIRST DATA CORPORATION
Security | 32008D106 | Meeting Type | Annual |
Ticker Symbol | FDC | Meeting Date | 09-May-2019 |
ISIN | US32008D1063 | Agenda | 934958907 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
| |
1. |
| DIRECTOR |
| Management |
|
|
|
|
| |
|
| 1 | Frank J. Bisignano |
|
|
| For |
| For |
|
|
| 2 | Henry R. Kravis |
|
|
| For |
| For |
|
|
| 3 | Heidi G. Miller |
|
|
| For |
| For |
|
2. |
| Cast an advisory vote on the compensation of named executive officers. |
| Management |
| For |
| For |
| |
3. |
| Ratify the appointment of Ernst & Young LLP as First Data’s independent registered public accounting firm for our fiscal year ending December 31, 2019. |
| Management |
| For |
| For |
|
MAGNA INTERNATIONAL INC.
Security | 559222401 | Meeting Type | Annual |
Ticker Symbol | MGA | Meeting Date | 09-May-2019 |
ISIN | CA5592224011 | Agenda | 934983582 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
| |
1 |
| DIRECTOR |
| Management |
|
|
|
|
| |
|
| 1 | Scott B. Bonham |
|
|
| For |
| For |
|
|
| 2 | Peter G. Bowie |
|
|
| For |
| For |
|
|
| 3 | Mary S. Chan |
|
|
| For |
| For |
|
|
| 4 | Dr. Kurt J. Lauk |
|
|
| For |
| For |
|
|
| 5 | Robert F. MacLellan |
|
|
| For |
| For |
|
|
| 6 | Cynthia A. Niekamp |
|
|
| For |
| For |
|
|
| 7 | William A. Ruh |
|
|
| For |
| For |
|
|
| 8 | Dr. I.V. Samarasekera |
|
|
| For |
| For |
|
|
| 9 | Donald J. Walker |
|
|
| For |
| For |
|
|
| 10 | Lisa S. Westlake |
|
|
| For |
| For |
|
|
| 11 | William L. Young |
|
|
| For |
| For |
|
2 |
| Reappointment of Auditors Reappointment of Deloitte LLP as the independent auditor of the Corporation and authorization of the Audit Committee to fix the independent auditor’s remuneration. |
| Management |
| For |
| For |
| |
3 |
| Advisory Resolution on Executive Compensation Resolved, on an advisory basis and not to diminish the roles and responsibilities of the board of directors, that the shareholders accept the approach to executive compensation disclosed in the accompanying Management Information Circular/Proxy Statement. |
| Management |
| For |
| For |
| |
4 |
| Shareholder Proposal The shareholder proposal that is contained in the Management Information Circular / Proxy Statement. |
| Shareholder |
| Against |
| For |
|
NORFOLK SOUTHERN CORPORATION
Security | 655844108 | Meeting Type | Annual |
Ticker Symbol | NSC | Meeting Date | 09-May-2019 |
ISIN | US6558441084 | Agenda | 934947409 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1a. |
| Election of Director: Thomas D. Bell, Jr. |
| Management |
| For |
| For |
|
1b. |
| Election of Director: Daniel A. Carp |
| Management |
| For |
| For |
|
1c. |
| Election of Director: Mitchell E. Daniels, Jr. |
| Management |
| For |
| For |
|
1d. |
| Election of Director: Marcela E. Donadio |
| Management |
| For |
| For |
|
1e. |
| Election of Director: Thomas C. Kelleher |
| Management |
| For |
| For |
|
1f. |
| Election of Director: Steven F. Leer |
| Management |
| For |
| For |
|
1g. |
| Election of Director: Michael D. Lockhart |
| Management |
| For |
| For |
|
1h. |
| Election of Director: Amy E. Miles |
| Management |
| For |
| For |
|
1i. |
| Election of Director: Jennifer F. Scanlon |
| Management |
| For |
| For |
|
1j. |
| Election of Director: James A. Squires |
| Management |
| For |
| For |
|
1k. |
| Election of Director: John R. Thompson |
| Management |
| For |
| For |
|
2. |
| Ratification of the appointment of KPMG LLP, independent registered public accounting firm, as Norfolk Southern’s independent auditors for the year ending December 31, 2019. |
| Management |
| For |
| For |
|
3. |
| Approval of advisory resolution on executive compensation, as disclosed in the proxy statement for the 2019 Annual Meeting of Shareholders. |
| Management |
| For |
| For |
|
4. |
| If properly presented at the meeting, a shareholder proposal regarding simple majority vote. |
| Shareholder |
| Against |
| For |
|
INMARSAT PLC
Security | G4807U103 | Meeting Type | Ordinary General Meeting |
Ticker Symbol |
| Meeting Date | 10-May-2019 |
ISIN | GB00B09LSH68 | Agenda | 711006848 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1 |
| TO GIVE EFFECT TO THE SCHEME, INCLUDING AUTHORISING THE DIRECTORS OF THE COMPANY (OR A DULY AUTHORISED COMMITTEE OF THE DIRECTORS) TO TAKE ALL SUCH ACTION AS THEY MAY CONSIDER NECESSARY OR APPROPRIATE FOR CARRYING THE SCHEME INTO EFFECT, AND AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY, AS SET OUT IN THE NOTICE OF GENERAL MEETING |
| Management |
| For |
| For |
|
CMMT |
| 23 APR 2019: PLEASE NOTE THAT THE MEETING TYPE WAS CHANGED FROM EGM TO OGM-AND MODIFICATION OF TEXT OF RESOLUTION 1. IF YOU HAVE ALREADY SENT IN YOUR-VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL-INSTRUCTIONS. THANK YOU. |
| Non-Voting |
|
|
|
|
|
INMARSAT PLC
Security | G4807U103 | Meeting Type | Court Meeting |
Ticker Symbol |
| Meeting Date | 10-May-2019 |
ISIN | GB00B09LSH68 | Agenda | 711022347 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1 |
| APPROVE SCHEME OF ARRANGEMENT |
| Management |
| For |
| For |
|
CMMT |
| PLEASE NOTE THAT ABSTAIN IS NOT A VALID VOTE OPTION FOR THIS MEETING TYPE.-PLEASE CHOOSE BETWEEN “FOR” AND “AGAINST” ONLY. SHOULD YOU CHOOSE TO VOTE-ABSTAIN FOR THIS MEETING THEN YOUR VOTE WILL BE DISREGARDED BY THE ISSUER OR-ISSUERS AGENT. |
| Non-Voting |
|
|
|
|
|
ARCONIC INC
Security | 03965L100 | Meeting Type | Annual |
Ticker Symbol | ARNC | Meeting Date | 14-May-2019 |
ISIN | US03965L1008 | Agenda | 934970244 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1a. |
| Election of Director to Serve for a One-Year Term Expiring in 2020: James F. Albaugh |
| Management |
| For |
| For |
|
1b. |
| Election of Director to Serve for a One-Year Term Expiring in 2020: Amy E. Alving |
| Management |
| For |
| For |
|
1c. |
| Election of Director to Serve for a One-Year Term Expiring in 2020: Christopher L. Ayers |
| Management |
| For |
| For |
|
1d. |
| Election of Director to Serve for a One-Year Term Expiring in 2020: Elmer L. Doty |
| Management |
| For |
| For |
|
1e. |
| Election of Director to Serve for a One-Year Term Expiring in 2020: Rajiv L. Gupta |
| Management |
| For |
| For |
|
1f. |
| Election of Director to Serve for a One-Year Term Expiring in 2020: Sean O. Mahoney |
| Management |
| For |
| For |
|
1g. |
| Election of Director to Serve for a One-Year Term Expiring in 2020: David J. Miller |
| Management |
| For |
| For |
|
1h. |
| Election of Director to Serve for a One-Year Term Expiring in 2020: E. Stanley O’Neal |
| Management |
| For |
| For |
|
1i. |
| Election of Director to Serve for a One-Year Term Expiring in 2020: John C. Plant |
| Management |
| For |
| For |
|
1j. |
| Election of Director to Serve for a One-Year Term Expiring in 2020: Ulrich R. Schmidt |
| Management |
| For |
| For |
|
2. |
| Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2019. |
| Management |
| For |
| For |
|
3. |
| Approve, on an advisory basis, executive compensation. |
| Management |
| For |
| For |
|
4. |
| Approval of 2013 Arconic Stock Incentive Plan, as Amended and Restated. |
| Management |
| For |
| For |
|
5. |
| Shareholder proposal regarding shareholding threshold to call special shareowner meeting. |
| Shareholder |
| Against |
| For |
|
WYNDHAM HOTELS & RESORTS, INC.
Security | 98311A105 | Meeting Type | Annual |
Ticker Symbol | WH | Meeting Date | 14-May-2019 |
ISIN | US98311A1051 | Agenda | 934967312 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
| |
1. |
| DIRECTOR |
| Management |
|
|
|
|
| |
|
| 1 | Mukul V. Deoras |
|
|
| For |
| For |
|
|
| 2 | Brian Mulroney |
|
|
| For |
| For |
|
2. |
| To vote on an advisory resolution to approve our executive compensation |
| Management |
| For |
| For |
| |
3. |
| To vote on an advisory resolution on the frequency of the advisory vote on our executive compensation |
| Management |
| 1 Year |
| For |
| |
4. |
| To vote on a proposal to ratify the appointment of Deloitte & Touche LLP to serve as our independent registered public accounting firm for fiscal year 2019 |
| Management |
| For |
| For |
|
TENNECO INC.
Security | 880349105 | Meeting Type | Annual |
Ticker Symbol | TEN | Meeting Date | 15-May-2019 |
ISIN | US8803491054 | Agenda | 934966459 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1a. |
| Election of Director: SungHwan Cho |
| Management |
| For |
| For |
|
1b. |
| Election of Director: Thomas C. Freyman |
| Management |
| For |
| For |
|
1c. |
| Election of Director: Denise Gray |
| Management |
| For |
| For |
|
1d. |
| Election of Director: Brian J. Kesseler |
| Management |
| For |
| For |
|
1e. |
| Election of Director: Dennis J. Letham |
| Management |
| For |
| For |
|
1f. |
| Election of Director: James S. Metcalf |
| Management |
| For |
| For |
|
1g. |
| Election of Director: Roger B. Porter |
| Management |
| For |
| For |
|
1h. |
| Election of Director: David B. Price, Jr. |
| Management |
| For |
| For |
|
1i. |
| Election of Director: Gregg M. Sherrill |
| Management |
| For |
| For |
|
1j. |
| Election of Director: Jane L. Warner |
| Management |
| For |
| For |
|
1k. |
| Election of Director: Roger J. Wood |
| Management |
| For |
| For |
|
2. |
| Ratify the appointment of PricewaterhouseCoopers LLP as independent public accountants for 2019. |
| Management |
| For |
| For |
|
3. |
| Approve executive compensation in an advisory vote. |
| Management |
| For |
| For |
|
HERC HOLDINGS INC.
Security | 42704L104 | Meeting Type | Annual |
Ticker Symbol | HRI | Meeting Date | 16-May-2019 |
ISIN | US42704L1044 | Agenda | 934958022 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1a. |
| Election of Director: Herbert L. Henkel |
| Management |
| For |
| For |
|
1b. |
| Election of Director: Lawrence H. Silber |
| Management |
| For |
| For |
|
1c. |
| Election of Director: James H. Browning |
| Management |
| For |
| For |
|
1d. |
| Election of Director: Patrick D. Campbell |
| Management |
| For |
| For |
|
1e. |
| Election of Director: Nicholas F. Graziano |
| Management |
| For |
| For |
|
1f. |
| Election of Director: Jean K. Holley |
| Management |
| For |
| For |
|
1g. |
| Election of Director: Jacob M. Katz |
| Management |
| For |
| For |
|
1h. |
| Election of Director: Michael A. Kelly |
| Management |
| For |
| For |
|
1i. |
| Election of Director: Courtney Mather |
| Management |
| For |
| For |
|
1j. |
| Election of Director: Louis J. Pastor |
| Management |
| For |
| For |
|
1k. |
| Election of Director: Mary Pat Salomone |
| Management |
| For |
| For |
|
2. |
| Approval, by a non-binding advisory vote, of the named executive officers’ compensation. |
| Management |
| For |
| For |
|
3. |
| Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2019. |
| Management |
| For |
| For |
|
LEAR CORPORATION
Security | 521865204 | Meeting Type | Annual |
Ticker Symbol | LEA | Meeting Date | 16-May-2019 |
ISIN | US5218652049 | Agenda | 934961966 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1a. |
| Election of Director: Thomas P. Capo |
| Management |
| For |
| For |
|
1b. |
| Election of Director: Mei-Wei Cheng |
| Management |
| For |
| For |
|
1c. |
| Election of Director: Jonathan F. Foster |
| Management |
| For |
| For |
|
1d. |
| Election of Director: Mary Lou Jepsen |
| Management |
| For |
| For |
|
1e. |
| Election of Director: Kathleen A. Ligocki |
| Management |
| For |
| For |
|
1f. |
| Election of Director: Conrad L. Mallett, Jr. |
| Management |
| For |
| For |
|
1g. |
| Election of Director: Raymond E. Scott |
| Management |
| For |
| For |
|
1h. |
| Election of Director: Gregory C. Smith |
| Management |
| For |
| For |
|
1i. |
| Election of Director: Henry D.G. Wallace |
| Management |
| For |
| For |
|
2. |
| Ratification of the retention of Ernst & Young LLP as our independent registered public accounting firm for 2019. |
| Management |
| For |
| For |
|
3. |
| Advisory vote to approve Lear Corporation’s executive compensation. |
| Management |
| For |
| For |
|
4. |
| Vote to approve Lear Corporation’s 2019 Long-Term Stock Incentive Plan. |
| Management |
| For |
| For |
|
WORLDPAY INC.
Security | 981558109 | Meeting Type | Annual |
Ticker Symbol | WP | Meeting Date | 16-May-2019 |
ISIN | US9815581098 | Agenda | 934967362 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
| |
1. |
| DIRECTOR |
| Management |
|
|
|
|
| |
|
| 1 | Lee Adrean |
|
|
| For |
| For |
|
|
| 2 | Mark Heimbouch |
|
|
| For |
| For |
|
|
| 3 | Gary Lauer |
|
|
| For |
| For |
|
2. |
| To approve, on an advisory basis, the compensation of the Company’s named executive officers. |
| Management |
| For |
| For |
| |
3. |
| To approve, on an advisory basis, the preferred frequency of stockholder advisory votes on executive compensation. |
| Management |
| 1 Year |
| For |
| |
4. |
| To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019. |
| Management |
| For |
| For |
|
QUAD/GRAPHICS, INC.
Security | 747301109 | Meeting Type | Annual |
Ticker Symbol | QUAD | Meeting Date | 20-May-2019 |
ISIN | US7473011093 | Agenda | 934978240 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
| |
1. |
| DIRECTOR |
| Management |
|
|
|
|
| |
|
| 1 | Mark A. Angelson |
|
|
| For |
| For |
|
|
| 2 | Douglas P. Buth |
|
|
| For |
| For |
|
|
| 3 | John C. Fowler |
|
|
| For |
| For |
|
|
| 4 | Stephen M. Fuller |
|
|
| For |
| For |
|
|
| 5 | Christopher B. Harned |
|
|
| For |
| For |
|
|
| 6 | J. Joel Quadracci |
|
|
| For |
| For |
|
|
| 7 | Kathryn Q. Flores |
|
|
| For |
| For |
|
|
| 8 | Jay O. Rothman |
|
|
| For |
| For |
|
|
| 9 | John S. Shiely |
|
|
| For |
| For |
|
2. |
| To approve an amendment to our Amended and Restated Articles of Incorporation to increase the total number of authorized shares of our class A common stock. |
| Management |
| For |
| For |
| |
3. |
| To approve an amendment to the Quad/Graphics, Inc. 2010 Omnibus Incentive Plan, as amended. |
| Management |
| For |
| For |
|
XEROX CORPORATION
Security | 984121608 | Meeting Type | Annual |
Ticker Symbol | XRX | Meeting Date | 21-May-2019 |
ISIN | US9841216081 | Agenda | 935010138 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| Adopt the Agreement and Plan of Merger to implement the Holding Company reorganization. |
| Management |
| For |
| For |
|
2.1 |
| Election of Director: Keith Cozza |
| Management |
| For |
| For |
|
2.2 |
| Election of Director: Jonathan Christodoro |
| Management |
| For |
| For |
|
2.3 |
| Election of Director: Joseph J. Echevarria |
| Management |
| For |
| For |
|
2.4 |
| Election of Director: Nicholas Graziano |
| Management |
| For |
| For |
|
2.5 |
| Election of Director: Cheryl Gordon Krongard |
| Management |
| For |
| For |
|
2.6 |
| Election of Director: Scott Letier |
| Management |
| For |
| For |
|
2.7 |
| Election of Director: Giovanni (“John”) Visentin |
| Management |
| For |
| For |
|
3. |
| Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2019. |
| Management |
| For |
| For |
|
4. |
| Approval, on an advisory basis, of the 2018 compensation of our named executive officers. |
| Management |
| For |
| For |
|
5. |
| Authorize the amendment of the restated certificate of incorporation to implement a majority voting standard for certain corporate actions. |
| Management |
| For |
| For |
|
6. |
| Authorize the adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes to approve the foregoing proposals. |
| Management |
| For |
| For |
|
7. |
| Shareholder proposal regarding a Simple Majority Vote requirement. |
| Shareholder |
| For |
|
|
|
ACANDO AB (PUBL.)
Security | W1202Y112 | Meeting Type | Annual General Meeting |
Ticker Symbol |
| Meeting Date | 22-May-2019 |
ISIN | SE0000105116 | Agenda | 711021496 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
CMMT |
| AN ABSTAIN VOTE CAN HAVE THE SAME EFFECT AS AN AGAINST VOTE IF THE MEETING-REQUIRE APPROVAL FROM MAJORITY OF PARTICIPANTS TO PASS A RESOLUTION. |
| Non-Voting |
|
|
|
|
|
CMMT |
| MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO-PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE-POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED-IN ORDER FOR YOUR VOTE TO BE LODGED |
| Non-Voting |
|
|
|
|
|
CMMT |
| IMPORTANT MARKET PROCESSING REQUIREMENT: A BENEFICIAL OWNER SIGNED POWER OF- ATTORNEY (POA) IS REQUIRED IN ORDER TO LODGE AND EXECUTE YOUR VOTING- INSTRUCTIONS IN THIS MARKET. ABSENCE OF A POA, MAY CAUSE YOUR INSTRUCTIONS TO-BE REJECTED. IF YOU HAVE ANY QUESTIONS, PLEASE CONTACT YOUR CLIENT SERVICE- REPRESENTATIVE |
| Non-Voting |
|
|
|
|
|
1 |
| OPENING OF MEETING AND ELECTION OF CHAIRMAN OF THE MEETING: ANNIKA ANDERSSON |
| Non-Voting |
|
|
|
|
|
2 |
| ESTABLISHMENT AND APPROVAL OF A VOTING LIST |
| Non-Voting |
|
|
|
|
|
3 |
| ELECTION OF ONE OR TWO PERSONS TO VERIFY AND SIGN THE MINUTES |
| Non-Voting |
|
|
|
|
|
4 |
| APPROVAL OF THE AGENDA |
| Non-Voting |
|
|
|
|
|
5 |
| DETERMINATION AS TO WHETHER THE MEETING HAS BEEN DULY CONVENED |
| Non-Voting |
|
|
|
|
|
6 |
| PRESENTATION OF THE ANNUAL ACCOUNTS, THE CONSOLIDATED ACCOUNTS AND THEIR- RESPECTIVE AUDIT REPORTS |
| Non-Voting |
|
|
|
|
|
7.A |
| RESOLUTION IN RESPECT OF: ADOPTION OF THE INCOME STATEMENT AND BALANCE SHEET AS WELL AS THE CONSOLIDATED INCOME STATEMENT AND CONSOLIDATED BALANCE SHEET |
| Management |
| Abstain |
|
|
|
7.B |
| RESOLUTION IN RESPECT OF: APPROPRIATION OF THE COMPANY’S PROFITS ACCORDING TO THE ADOPTED BALANCE SHEET |
| Management |
| Abstain |
|
|
|
7.C |
| RESOLUTION IN RESPECT OF: DISCHARGE FROM LIABILITY FOR THE MEMBERS OF THE BOARD OF DIRECTORS AND THE MANAGING DIRECTOR |
| Management |
| Abstain |
|
|
|
8 |
| PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: RESOLUTION TO AMEND THE ARTICLES OF ASSOCIATION CONCERNING THE COMPOSITION OF THE BOARD: CGI PROPOSES THAT THE AGM RESOLVES TO CHANGE THE NUMBER OF BOARD MEMBERS FROM NO LESS THAN FIVE (5) AND NO MORE THAN EIGHT (8) MEMBERS TO NO LESS THAN THREE (3) AND NO MORE THAN TEN (10) MEMBERS. THE PROPOSAL MEANS THAT ITEM 7 OF ACANDO’S ARTICLES OF ASSOCIATION |
| Shareholder |
| Abstain |
|
|
|
9 |
| PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: DETERMINATION OF NUMBER OF BOARD MEMBERS AND AUDITOR OR AUTHORISED ACCOUNTING FIRM: THAT THERE BE THREE BOARD MEMBERS ELECTED BY THE AGM AND THAT THE NUMBER OF AUDITORS SHALL BE ONE |
| Shareholder |
| Abstain |
|
|
|
10 |
| PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: DETERMINATION OF REMUNERATION OF BOARD MEMBERS AND THE AUDITORS |
| Shareholder |
| Abstain |
|
|
|
11 |
| PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: DETAILS OF BOARD- MEMBER CANDIDATES’ POSITIONS IN OTHER COMPANIES, AS WELL AS ELECTION OF BOARD MEMBERS: THAT THE AGM ELECTS FRANCOIS BOULANGER, HEIKKI NIKKU AND CHARLES GILL AS BOARD MEMBERS |
| Shareholder |
| Abstain |
|
|
|
12 |
| PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: ELECTION OF CHAIRMAN OF THE BOARD: THAT THE AGM ELECTS FRANCOIS BOULANGER AS CHAIRMAN OF THE BOARD |
| Shareholder |
| Abstain |
|
|
|
13 |
| PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: ELECTION OF AUDITOR: THAT AS AUDITOR, FOR THE PERIOD UP UNTIL THE END OF NEXT AGM (2020), ELECT THE FIRM OHRLINGS PRICEWATERHOUSECOOPERS AB |
| Shareholder |
| Abstain |
|
|
|
14 |
| CLOSING OF THE MEETING |
| Non-Voting |
|
|
|
|
|
FISERV, INC.
Security | 337738108 | Meeting Type | Annual |
Ticker Symbol | FISV | Meeting Date | 22-May-2019 |
ISIN | US3377381088 | Agenda | 934978264 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
| |
1. |
| DIRECTOR |
| Management |
|
|
|
|
| |
|
| 1 | Alison Davis |
|
|
| For |
| For |
|
|
| 2 | Harry F. DiSimone |
|
|
| For |
| For |
|
|
| 3 | John Y. Kim |
|
|
| For |
| For |
|
|
| 4 | Dennis F. Lynch |
|
|
| For |
| For |
|
|
| 5 | Denis J. O’Leary |
|
|
| For |
| For |
|
|
| 6 | Glenn M. Renwick |
|
|
| For |
| For |
|
|
| 7 | Kim M. Robak |
|
|
| For |
| For |
|
|
| 8 | JD Sherman |
|
|
| For |
| For |
|
|
| 9 | Doyle R. Simons |
|
|
| For |
| For |
|
|
| 10 | Jeffery W. Yabuki |
|
|
| For |
| For |
|
2. |
| To approve the Fiserv, Inc. Amended and Restated Employee Stock Purchase Plan. |
| Management |
| For |
| For |
| |
3. |
| To approve, on an advisory basis, the compensation of the named executive officers of Fiserv, Inc. |
| Management |
| For |
| For |
| |
4. |
| To ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of Fiserv, Inc. for 2019. |
| Management |
| For |
| For |
| |
5. |
| A shareholder proposal requesting the company provide a political contribution report. |
| Shareholder |
| Against |
| For |
|
THE HOME DEPOT, INC.
Security | 437076102 | Meeting Type | Annual |
Ticker Symbol | HD | Meeting Date | 23-May-2019 |
ISIN | US4370761029 | Agenda | 934976157 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1a. |
| Election of Director: Gerard J. Arpey |
| Management |
| For |
| For |
|
1b. |
| Election of Director: Ari Bousbib |
| Management |
| For |
| For |
|
1c. |
| Election of Director: Jeffery H. Boyd |
| Management |
| For |
| For |
|
1d. |
| Election of Director: Gregory D. Brenneman |
| Management |
| For |
| For |
|
1e. |
| Election of Director: J. Frank Brown |
| Management |
| For |
| For |
|
1f. |
| Election of Director: Albert P. Carey |
| Management |
| For |
| For |
|
1g. |
| Election of Director: Helena B. Foulkes |
| Management |
| For |
| For |
|
1h. |
| Election of Director: Linda R. Gooden |
| Management |
| For |
| For |
|
1i. |
| Election of Director: Wayne M. Hewett |
| Management |
| For |
| For |
|
1j. |
| Election of Director: Manuel Kadre |
| Management |
| For |
| For |
|
1k. |
| Election of Director: Stephanie C. Linnartz |
| Management |
| For |
| For |
|
1l. |
| Election of Director: Craig A. Menear |
| Management |
| For |
| For |
|
2. |
| Ratification of the Appointment of KPMG LLP |
| Management |
| For |
| For |
|
3. |
| Advisory Vote to Approve Executive Compensation (“Say-on-Pay”) |
| Management |
| For |
| For |
|
4. |
| Shareholder Proposal Regarding EEO-1 Disclosure |
| Shareholder |
| Against |
| For |
|
5. |
| Shareholder Proposal to Reduce the Threshold to Call Special Shareholder Meetings to 10% of Outstanding Shares |
| Shareholder |
| Against |
| For |
|
6. |
| Shareholder Proposal Regarding Report on Prison Labor in the Supply Chain |
| Shareholder |
| Against |
| For |
|
DOLLAR GENERAL CORPORATION
Security | 256677105 | Meeting Type | Annual |
Ticker Symbol | DG | Meeting Date | 29-May-2019 |
ISIN | US2566771059 | Agenda | 934975749 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1a. |
| Election of Director: Warren F. Bryant |
| Management |
| For |
| For |
|
1b. |
| Election of Director: Michael M. Calbert |
| Management |
| For |
| For |
|
1c. |
| Election of Director: Sandra B. Cochran |
| Management |
| For |
| For |
|
1d. |
| Election of Director: Patricia D. Fili-Krushel |
| Management |
| For |
| For |
|
1e. |
| Election of Director: Timothy I. McGuire |
| Management |
| For |
| For |
|
1f. |
| Election of Director: William C. Rhodes, III |
| Management |
| For |
| For |
|
1g. |
| Election of Director: Ralph E. Santana |
| Management |
| For |
| For |
|
1h. |
| Election of Director: Todd J. Vasos |
| Management |
| For |
| For |
|
2. |
| To approve, on an advisory (non-binding) basis, the compensation of Dollar General Corporation’s named executive officers as disclosed in the proxy statement. |
| Management |
| For |
| For |
|
3. |
| To ratify the appointment of Ernst & Young LLP as Dollar General Corporation’s independent registered public accounting firm for fiscal 2019. |
| Management |
| For |
| For |
|
LOGMEIN, INC
Security | 54142L109 | Meeting Type | Annual |
Ticker Symbol | LOGM | Meeting Date | 30-May-2019 |
ISIN | US54142L1098 | Agenda | 934996173 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1A |
| Election of Class I Director: Steven J. Benson |
| Management |
| For |
| For |
|
1B |
| Election of Class I Director: Robert M. Calderoni |
| Management |
| For |
| For |
|
1C |
| Election of Class I Director: Michael J. Christenson |
| Management |
| For |
| For |
|
2. |
| Ratification of appointment of Deloitte & Touche LLP as independent registered public accounting firm for fiscal year ending December 31, 2019. |
| Management |
| For |
| For |
|
3. |
| To approve the adoption of the Company’s proposed 2019 Employee Stock Purchase Plan (“ESPP”). |
| Management |
| For |
| For |
|
4. |
| Advisory vote for the approval of the Company’s executive compensation. |
| Management |
| For |
| For |
|
WABCO HOLDINGS INC.
Security | 92927K102 | Meeting Type | Annual |
Ticker Symbol | WBC | Meeting Date | 30-May-2019 |
ISIN | US92927K1025 | Agenda | 934995020 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
| |
1. |
| DIRECTOR |
| Management |
|
|
|
|
| |
|
| 1 | Jacques Esculier |
|
|
| For |
| For |
|
|
| 2 | Thomas S. Gross |
|
|
| For |
| For |
|
|
| 3 | Henry R. Keizer |
|
|
| For |
| For |
|
2. |
| Ratify the selection of Ernst & Young Bedrijfsrevisoren BCVBA/Reviseurs d’Entreprises SCCRL as the Company’s independent registered public accounting firm for the year ending December 31, 2019. |
| Management |
| For |
| For |
| |
3. |
| Approve, on an advisory basis, the compensation paid to the Company’s named executive officers (“Say-on-Pay”). |
| Management |
| For |
| For |
|
LYONDELLBASELL INDUSTRIES N.V.
Security | N53745100 | Meeting Type | Annual |
Ticker Symbol | LYB | Meeting Date | 31-May-2019 |
ISIN | NL0009434992 | Agenda | 935028589 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1a. |
| Election of Director: Jacques Aigrain |
| Management |
| For |
| For |
|
1b. |
| Election of Director: Lincoln Benet |
| Management |
| For |
| For |
|
1c. |
| Election of Director: Jagjeet (Jeet) Bindra |
| Management |
| For |
| For |
|
1d. |
| Election of Director: Robin Buchanan |
| Management |
| For |
| For |
|
1e. |
| Election of Director: Stephen Cooper |
| Management |
| For |
| For |
|
1f. |
| Election of Director: Nance Dicciani |
| Management |
| For |
| For |
|
1g. |
| Election of Director: Claire Farley |
| Management |
| For |
| For |
|
1h. |
| Election of Director: Isabella (Bella) Goren |
| Management |
| For |
| For |
|
1i. |
| Election of Director: Michael Hanley |
| Management |
| For |
| For |
|
1j. |
| Election of Director: Albert Manifold |
| Management |
| For |
| For |
|
1k. |
| Election of Director: Bhavesh (Bob) Patel |
| Management |
| For |
| For |
|
1l. |
| Election of Director: Rudy van der Meer |
| Management |
| For |
| For |
|
2. |
| Discharge of Executive Director and Members of the (Prior) Management Board from Liability. |
| Management |
| For |
| For |
|
3. |
| Discharge of Non-Executive Directors and Members of the (Prior) Supervisory Board from Liability. |
| Management |
| For |
| For |
|
4. |
| Adoption of 2018 Dutch Statutory Annual Accounts. |
| Management |
| For |
| For |
|
5. |
| Appointment of PricewaterhouseCoopers Accountants N.V. as the Auditor of our 2019 Dutch Statutory Annual Accounts. |
| Management |
| For |
| For |
|
6. |
| Ratification of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm. |
| Management |
| For |
| For |
|
7. |
| Advisory Vote Approving Executive Compensation (Say-on-Pay). |
| Management |
| For |
| For |
|
8. |
| Ratification and Approval of Dividends. |
| Management |
| For |
| For |
|
9. |
| Authorization to Conduct Share Repurchases. |
| Management |
| For |
| For |
|
10. |
| Amendment of Long Term Incentive Plan. |
| Management |
| For |
| For |
|
RENT-A-CENTER, INC.
Security | 76009N100 | Meeting Type | Annual |
Ticker Symbol | RCII | Meeting Date | 04-Jun-2019 |
ISIN | US76009N1000 | Agenda | 935005959 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1A |
| ELECTION OF CLASS I DIRECTOR: Harold Lewis |
| Management |
| For |
| For |
|
1B |
| ELECTION OF CLASS I DIRECTOR: Carol A. McFate |
| Management |
| For |
| For |
|
2. |
| To ratify the audit committee’s selection of KPMG LLP, registered independent accountants, as the Company’s independent auditors for the fiscal year ended December 31, 2019. |
| Management |
| For |
| For |
|
3. |
| To conduct an advisory vote to approve the compensation of the named executive officers for the fiscal year ended December 31, 2018 |
| Management |
| For |
| For |
|
VISTEON CORPORATION
Security | 92839U206 | Meeting Type | Annual |
Ticker Symbol | VC | Meeting Date | 05-Jun-2019 |
ISIN | US92839U2069 | Agenda | 935005973 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1a. |
| Election of Director: James J. Barrese |
| Management |
| For |
| For |
|
1b. |
| Election of Director: Naomi M. Bergman |
| Management |
| For |
| For |
|
1c. |
| Election of Director: Jeffrey D. Jones |
| Management |
| For |
| For |
|
1d. |
| Election of Director: Sachin S. Lawande |
| Management |
| For |
| For |
|
1e. |
| Election of Director: Joanne M. Maguire |
| Management |
| For |
| For |
|
1f. |
| Election of Director: Robert J. Manzo |
| Management |
| For |
| For |
|
1g. |
| Election of Director: Francis M. Scricco |
| Management |
| For |
| For |
|
1h. |
| Election of Director: David L. Treadwell |
| Management |
| For |
| For |
|
1i. |
| Election of Director: Harry J. Wilson |
| Management |
| For |
| For |
|
1j. |
| Election of Director: Rouzbeh Yassini-Fard |
| Management |
| For |
| For |
|
2. |
| Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2019. |
| Management |
| For |
| For |
|
3. |
| Provide advisory approval of the Company’s executive compensation. |
| Management |
| For |
| For |
|
ELECTRONICS FOR IMAGING, INC.
Security | 286082102 | Meeting Type | Annual |
Ticker Symbol | EFII | Meeting Date | 06-Jun-2019 |
ISIN | US2860821022 | Agenda | 935017360 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
| |
1. |
| DIRECTOR |
| Management |
|
|
|
|
| |
|
| 1 | Eric Brown |
|
|
| For |
| For |
|
|
| 2 | Janice Durbin Chaffin |
|
|
| For |
| For |
|
|
| 3 | Gill Cogan |
|
|
| For |
| For |
|
|
| 4 | Guy Gecht |
|
|
| For |
| For |
|
|
| 5 | Thomas Georgens |
|
|
| For |
| For |
|
|
| 6 | Richard A. Kashnow |
|
|
| For |
| For |
|
|
| 7 | Dan Maydan |
|
|
| For |
| For |
|
|
| 8 | William D. Muir, Jr. |
|
|
| For |
| For |
|
2. |
| To approve a non-binding advisory proposal on executive compensation. |
| Management |
| For |
| For |
| |
3. |
| To approve the Electronics For Imaging, Inc. 2019 Equity Incentive Plan. |
| Management |
| For |
| For |
| |
4. |
| To approve the amendment and restatement of the Electronics For Imaging, Inc. Employee Stock Purchase Plan. |
| Management |
| For |
| For |
| |
5. |
| To ratify the appointment of the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019. |
| Management |
| For |
| For |
|
VALENER INC.
Security | 91912H108 | Meeting Type | Special |
Ticker Symbol | VNRCF | Meeting Date | 11-Jun-2019 |
ISIN | CA91912H1082 | Agenda | 935018324 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1 |
| The full text of which is set forth in APPPENDIX A to the accompanying Information Circular dated April 24, 2019. |
| Management |
| For |
| For |
|
PARATEK PHARMACEUTICALS, INC.
Security | 699374302 | Meeting Type | Annual |
Ticker Symbol | PRTK | Meeting Date | 12-Jun-2019 |
ISIN | US6993743029 | Agenda | 935012411 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
| |
1. |
| DIRECTOR |
| Management |
|
|
|
|
| |
|
| 1 | Thomas J. Dietz, Ph.D. |
|
|
| For |
| For |
|
|
| 2 | Timothy R. Franson, M.D |
|
|
| For |
| For |
|
|
| 3 | Evan Loh, M.D. |
|
|
| For |
| For |
|
2. |
| To ratify the selection by the Audit Committee of the Board of Directors of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2019. |
| Management |
| For |
| For |
|
TIER REIT, INC.
Security | 88650V208 | Meeting Type | Special |
Ticker Symbol | TIER | Meeting Date | 12-Jun-2019 |
ISIN | US88650V2088 | Agenda | 935030130 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| To approve the merger of the Company with and into Murphy Subsidiary Holdings Corporation (“Merger Sub”), with Merger Sub surviving the merger (the “Merger”) as a wholly owned subsidiary of Cousins Properties Incorporated (“Cousins”), on the terms and subject to the conditions of the agreement and plan of merger, dated March 25, 2019, as may be amended or supplemented from time to time, by and among the Company, Cousins and Merger Sub. |
| Management |
| For |
| For |
|
2. |
| To 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 the Merger. |
| Management |
| For |
| For |
|
3. |
| To approve the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies in favor of the Merger, if there are insufficient votes at the time of such adjournment to approve the Merger. |
| Management |
| For |
| For |
|
QUANTENNA COMMUNICATIONS, INC.
Security | 74766D100 | Meeting Type | Special |
Ticker Symbol | QTNA | Meeting Date | 14-Jun-2019 |
ISIN | US74766D1000 | Agenda | 935036714 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| Proposal to adopt Agreement and Plan of Merger, (which we refer to as “merger agreement”), among ON Semiconductor Corporation (which we refer to as “ON Semiconductor”), Raptor Operations Sub, Inc. (which we refer to as “Merger Sub”), which is a wholly owned subsidiary of ON Semiconductor, and Quantenna Communications, Inc. (which we refer to as “Quantenna”), pursuant to which Merger Sub will be merged with and into Quantenna (which we refer to as “merger”). |
| Management |
| For |
| For |
|
2. |
| To consider and vote on a non-binding, advisory proposal to approve specified compensation that will or may become payable to Quantenna’s named executive officers in connection with the merger. |
| Management |
| For |
| For |
|
3. |
| To consider and vote on a proposal to adjourn the special meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the special meeting to adopt the merger agreement. |
| Management |
| For |
| For |
|
VERSUM MATERIALS, INC.
Security | 92532W103 | Meeting Type | Special |
Ticker Symbol | VSM | Meeting Date | 17-Jun-2019 |
ISIN | US92532W1036 | Agenda | 935034114 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| Adoption of the Agreement and Plan of Merger, dated as of April 12, 2019 (as it may be amended from time to time) (the “merger agreement”), by and among Versum Materials, Inc. (“Versum”), Merck KGaA, Darmstadt, Germany (“Parent”), and EMD Performance Materials Holding, Inc. (“Merger Sub”), pursuant to which Merger Sub will merge with and into Versum, with Versum surviving and continuing as the surviving corporation in the merger and a wholly-owned subsidiary of Parent (“the merger agreement proposal”). |
| Management |
| For |
| For |
|
2. |
| Approval, on a non-binding, advisory basis, of the compensation that will or may be paid to Versum’s named executive officers in connection with the transactions contemplated by the merger agreement (“the compensation proposal”). |
| Management |
| For |
| For |
|
3. |
| Approval of the adjournment of the special meeting to solicit additional proxies if there are not sufficient votes at the time of the special meeting to approve the merger agreement proposal or to ensure that any supplement or amendment to the accompanying proxy statement is timely provided to Versum stockholders (“the adjournment proposal”). |
| Management |
| For |
| For |
|
FIVE BELOW, INC.
Security | 33829M101 | Meeting Type | Annual |
Ticker Symbol | FIVE | Meeting Date | 18-Jun-2019 |
ISIN | US33829M1018 | Agenda | 935022208 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1a. |
| Election of Director: Catherine E. Buggeln |
| Management |
| For |
| For |
|
1b. |
| Election of Director: Michael F. Devine III |
| Management |
| For |
| For |
|
1c. |
| Election of Director: Ronald L. Sargent |
| Management |
| For |
| For |
|
2. |
| To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the current fiscal year ending February 1, 2020. |
| Management |
| For |
| For |
|
3. |
| To approve, by non-binding advisory vote, the Company’s Named Executive Officer compensation. |
| Management |
| For |
| For |
|
4. |
| Non-binding advisory vote, on whether the frequency of the shareholder vote on our executive compensation should be every 1, 2 or 3 years. |
| Management |
| 3 Years |
| For |
|
PACIFIC BIOSCIENCES OF CALIFORNIA INC
Security | 69404D108 | Meeting Type | Annual |
Ticker Symbol | PACB | Meeting Date | 18-Jun-2019 |
ISIN | US69404D1081 | Agenda | 935029593 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1.1 |
| Election of Class III Director: David Botstein |
| Management |
| For |
| For |
|
1.2 |
| Election of Class III Director: William Ericson |
| Management |
| For |
| For |
|
1.3 |
| Election of Class III Director: Kathy Ordoñez |
| Management |
| For |
| For |
|
2. |
| Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm. |
| Management |
| For |
| For |
|
MELLANOX TECHNOLOGIES LTD.
Security | M51363113 | Meeting Type | Special |
Ticker Symbol | MLNX | Meeting Date | 20-Jun-2019 |
ISIN | IL0011017329 | Agenda | 935031980 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1a. |
| Are you a Parent Affiliate (as defined in the Proxy Statement)? By selecting FOR I confirm that I AM NOT a Parent Affiliate and by selecting AGAINST I confirm that I AM a Parent Affiliate. |
| Management |
| No Action |
|
|
|
1b. |
| The Merger Proposal: To approve the acquisition of the Company by NVIDIA International Holdings Inc., a Delaware corporation (“Parent”), including the approval of (a) the Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”), dated March 10, 2019, by and among Parent, Teal Barvaz Ltd., a company organized under the laws of the State of Israel and a wholly-owned subsidiary of Parent (“Merger Sub”), NVIDIA Corporation, a Delaware corporation ...(due to space limits, see proxy material for full proposal). |
| Management |
| For |
| For |
|
2. |
| The Adjournment Proposal: To approve the adjournment of the Extraordinary General Meeting to a later date or dates if necessary to solicit additional proxies if there are insufficient votes to approve the Merger Proposal at the time of the Extraordinary General Meeting. |
| Management |
| For |
| For |
|
3. |
| The Merger-Related Executive Compensation Proposal: To approve on a nonbinding, advisory basis, any “golden parachute compensation” that will or may become payable to the Company’s named executive officers in connection with the Merger. |
| Management |
| For |
| For |
|
4a. |
| Do you have a Personal Interest (as defined in the Proxy Statement) with regards to Proposal 4b? By selecting FOR I confirm that I DO NOT HAVE a Personal Interest and by selecting AGAINST I confirm I DO HAVE a Personal Interest in voting this proposal. |
| Management |
| No Action |
|
|
|
4b. |
| The CEO Base Salary Proposal: To approve the increase in annual base cash compensation for Eyal Waldman, our chief executive officer, from $610,000 to $650,000. |
| Management |
| For |
| For |
|
5a. |
| Do you have a Personal Interest with regards to Proposal 5b? By selecting FOR I confirm that I DO NOT HAVE a Personal Interest and by selecting AGAINST I confirm I DO HAVE a Personal Interest in voting this proposal. |
| Management |
| No Action |
|
|
|
5b. |
| The CEO Cash Incentive Proposal: To approve the grant to Mr. Waldman of a 2019 performance-based cash incentive award, which will be tied to the Company’s achievement of pre-established revenue and adjusted operating income objectives for fiscal 2019 and which will be measured and paid, if earned, in 2020. |
| Management |
| For |
| For |
|
6a. |
| Do you have a Personal Interest with regards to Proposal 6b? By selecting FOR I confirm that I DO NOT HAVE a Personal Interest and by selecting AGAINST I confirm I DO HAVE a Personal Interest in voting this proposal. |
| Management |
| No Action |
|
|
|
6b. |
| The CEO Severance Proposal: To approve the amendment and restatement of Mr. Waldman’s executive severance benefits agreement, in accordance with the Amended Severance Agreement attached as Annex D to the Proxy Statement, to (i) amend the benefits thereunder to two years of base salary and two years of target bonus (to be paid in accordance with the terms and conditions therein) and vesting acceleration of 100% of his equity awards in the event of certain employment terminations ...(due to space limits, see proxy material for full proposal). |
| Management |
| For |
| For |
|
7a. |
| Do you have a Personal Interest (as defined in the Proxy Statement) with regards to Proposal 7b? By selecting FOR I confirm that I DO NOT HAVE a Personal Interest and by selecting AGAINST I confirm I DO HAVE a Personal Interest in voting this proposal. |
| Management |
| No Action |
|
|
|
7b. |
| The CEO Equity Award Proposal: To approve the grant to Mr.Waldman of a 2019 equity incentive award of 55,696 restricted share units. |
| Management |
| For |
| For |
|
8a. |
| Do you have a Personal Interest (as defined in the Proxy Statement) with regards to Proposal 8b? By selecting FOR I confirm that I DO NOT HAVE a Personal Interest and by selecting AGAINST I confirm I DO HAVE a Personal Interest in voting this proposal. |
| Management |
| No Action |
|
|
|
8b. |
| The CEO Tax Equalization Proposal: To approve certain tax equalization payments to Mr. Waldman to reimburse Mr. Waldman for additional personal income tax liability incurred as the result of him allocating his time between Israel and the United States in the amount of $54,000 for the 2018 tax year and an amount to be determined consistently with past practice but not to exceed $125,000 for the 2019 tax year to be made as soon as administratively practicable after the tax differential is ...(due to space limits, see proxy material for full proposal). |
| Management |
| For |
| For |
|
9. |
| The Waters Bonus Proposal: To approve payment of a cash bonus of $25,000 to Greg Waters, an independent member of the Company’s board of directors, in recognition of his services with respect to the Merger. |
| Management |
| For |
| For |
|
MELLANOX TECHNOLOGIES LTD.
Security | M51363113 | Meeting Type | Special |
Ticker Symbol | MLNX | Meeting Date | 20-Jun-2019 |
ISIN | IL0011017329 | Agenda | 935045749 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1a. |
| Are you a Parent Affiliate (as defined in the Proxy Statement)? By selecting FOR I confirm that I AM NOT a Parent Affiliate and by selecting AGAINST I confirm that I AM a Parent Affiliate. |
| Management |
| No Action |
|
|
|
1b. |
| The Merger Proposal: To approve the acquisition of the Company by NVIDIA International Holdings Inc., a Delaware corporation (“Parent”), including the approval of (a) the Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”), dated March 10, 2019, by and among Parent, Teal Barvaz Ltd., a company organized under the laws of the State of Israel and a wholly-owned subsidiary of Parent (“Merger Sub”), NVIDIA Corporation, a Delaware corporation ...(due to space limits, see proxy material for full proposal). |
| Management |
| For |
| For |
|
2. |
| The Adjournment Proposal: To approve the adjournment of the Extraordinary General Meeting to a later date or dates if necessary to solicit additional proxies if there are insufficient votes to approve the Merger Proposal at the time of the Extraordinary General Meeting. |
| Management |
| For |
| For |
|
3. |
| The Merger-Related Executive Compensation Proposal: To approve on a nonbinding, advisory basis, any “golden parachute compensation” that will or may become payable to the Company’s named executive officers in connection with the Merger. |
| Management |
| For |
| For |
|
4a. |
| Do you have a Personal Interest (as defined in the Proxy Statement) with regards to Proposal 4b? By selecting FOR I confirm that I DO NOT HAVE a Personal Interest and by selecting AGAINST I confirm I DO HAVE a Personal Interest in voting this proposal. |
| Management |
| No Action |
|
|
|
4b. |
| The CEO Base Salary Proposal: To approve the increase in annual base cash compensation for Eyal Waldman, our chief executive officer, from $610,000 to $650,000. |
| Management |
| For |
| For |
|
5a. |
| Do you have a Personal Interest with regards to Proposal 5b? By selecting FOR I confirm that I DO NOT HAVE a Personal Interest and by selecting AGAINST I confirm I DO HAVE a Personal Interest in voting this proposal. |
| Management |
| No Action |
|
|
|
5b. |
| The CEO Cash Incentive Proposal: To approve the grant to Mr. Waldman of a 2019 performance-based cash incentive award, which will be tied to the Company’s achievement of pre-established revenue and adjusted operating income objectives for fiscal 2019 and which will be measured and paid, if earned, in 2020. |
| Management |
| For |
| For |
|
6a. |
| Do you have a Personal Interest with regards to Proposal 6b? By selecting FOR I confirm that I DO NOT HAVE a Personal Interest and by selecting AGAINST I confirm I DO HAVE a Personal Interest in voting this proposal. |
| Management |
| No Action |
|
|
|
6b. |
| The CEO Severance Proposal: To approve the amendment and restatement of Mr. Waldman’s executive severance benefits agreement, in accordance with the Amended Severance Agreement attached as Annex D to the Proxy Statement, to (i) amend the benefits thereunder to two years of base salary and two years of target bonus (to be paid in accordance with the terms and conditions therein) and vesting acceleration of 100% of his equity awards in the event of certain employment terminations ...(due to space limits, see proxy material for full proposal). |
| Management |
| For |
| For |
|
7a. |
| Do you have a Personal Interest (as defined in the Proxy Statement) with regards to Proposal 7b? By selecting FOR I confirm that I DO NOT HAVE a Personal Interest and by selecting AGAINST I confirm I DO HAVE a Personal Interest in voting this proposal. |
| Management |
| No Action |
|
|
|
7b. |
| The CEO Equity Award Proposal: To approve the grant to Mr.Waldman of a 2019 equity incentive award of 55,696 restricted share units. |
| Management |
| For |
| For |
|
8a. |
| Do you have a Personal Interest (as defined in the Proxy Statement) with regards to Proposal 8b? By selecting FOR I confirm that I DO NOT HAVE a Personal Interest and by selecting AGAINST I confirm I DO HAVE a Personal Interest in voting this proposal. |
| Management |
| No Action |
|
|
|
8b. |
| The CEO Tax Equalization Proposal: To approve certain tax equalization payments to Mr. Waldman to reimburse Mr. Waldman for additional personal income tax liability incurred as the result of him allocating his time between Israel and the United States in the amount of $54,000 for the 2018 tax year and an amount to be determined consistently with past practice but not to exceed $125,000 for the 2019 tax year to be made as soon as administratively practicable after the tax differential is ...(due to space limits, see proxy material for full proposal). |
| Management |
| For |
| For |
|
9. |
| The Waters Bonus Proposal: To approve payment of a cash bonus of $25,000 to Greg Waters, an independent member of the Company’s board of directors, in recognition of his services with respect to the Merger. |
| Management |
| For |
| For |
|
WELLCARE HEALTH PLANS, INC.
Security | 94946T106 | Meeting Type | Special |
Ticker Symbol | WCG | Meeting Date | 24-Jun-2019 |
ISIN | US94946T1060 | Agenda | 935041587 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| To adopt the Agreement and Plan of Merger, dated as of March 26, 2019 (the “Merger Agreement”), by and among Centene Corporation, Wellington Merger Sub I, Inc., Wellington Merger Sub II, Inc. and WellCare Health Plans, Inc. (“WellCare”), as may be amended from time to time (the “Merger Agreement Proposal”). |
| Management |
| For |
| For |
|
2. |
| To approve, on a non-binding advisory basis, compensation payable to executive officers of WellCare in connection with the transactions contemplated by the Merger Agreement. |
| Management |
| For |
| For |
|
3. |
| To approve any proposal to adjourn the special meeting of stockholders of WellCare (the “WellCare Special Meeting”) from time to time, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the WellCare Special Meeting to approve the Merger Agreement Proposal. |
| Management |
| For |
| For |
|
WABCO HOLDINGS INC.
Security | 92927K102 | Meeting Type | Special |
Ticker Symbol | WBC | Meeting Date | 27-Jun-2019 |
ISIN | US92927K1025 | Agenda | 935038249 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| To adopt the Agreement and Plan of Merger (as it may be amended from time to time), dated as of March 28, 2019 (the “Merger Agreement”), by and among WABCO Holdings Inc., ZF Friedrichshafen AG and Verona Merger Sub Corp. |
| Management |
| For |
| For |
|
2. |
| To approve, by means of a non-binding, advisory vote, compensation that will or may become payable to the named executive officers of WABCO Holdings Inc. in connection with the merger. |
| Management |
| For |
| For |
|
3. |
| To approve one or more adjournments or postponements of the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the then- scheduled date and time of the special meeting. |
| Management |
| For |
| For |
|
ADVANCED DISPOSAL SERVICES INC.
Security | 00790X101 | Meeting Type | Special |
Ticker Symbol | ADSW | Meeting Date | 28-Jun-2019 |
ISIN | US00790X1019 | Agenda | 935041602 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1 |
| To adopt the Agreement and Plan of Merger (as may be amended from time to time, the merger agreement), dated as of April 14, 2019, by and among Advanced Disposal Services, Inc. (Advanced Disposal), Waste Management, Inc. and Everglades Merger Sub Inc. (Merger Sub) pursuant to which Merger Sub will merge with and into Advanced Disposal. |
| Management |
| For |
| For |
|
2 |
| To approve, on a non-binding advisory basis, specified compensation that may be paid or become payable to Advanced Disposal’s named executive officers in connection with the merger and contemplated by the merger agreement. |
| Management |
| For |
| For |
|
3 |
| To approve one or more 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 approve the proposal to adopt the merger agreement. |
| Management |
| For |
| For |
|
WATER ISLAND CREDIT OPPORTUNITIES FUND (formerly, Arbitrage Credit Opportunities Fund)
Investment Company Report
SSGA FUNDS
Security | 857492706 | Meeting Type | Special |
Ticker Symbol | GVMXX | Meeting Date | 18-Dec-2018 |
ISIN | US8574927062 | Agenda | 934897123 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
| |
2. |
| DIRECTOR |
| Management |
|
|
|
|
| |
|
| 1 | John R. Costantino |
|
|
| For |
| For |
|
|
| 2 | Michael A. Jessee |
|
|
| For |
| For |
|
|
| 3 | Ellen M. Needham |
|
|
| For |
| For |
|
|
| 4 | Donna M. Rapaccioli |
|
|
| For |
| For |
|
ENGILITY HOLDINGS, INC.
Security | 29286C107 | Meeting Type | Special |
Ticker Symbol | EGL | Meeting Date | 11-Jan-2019 |
ISIN | US29286C1071 | Agenda | 934910286 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| To approve and adopt the Agreement and Plan of Merger, dated as of September 9, 2018, by and among Engility Holdings, Inc., Science Applications International Corporation, and Raptors Merger Sub, Inc., as such agreement may be amended from time to time, and approve the merger contemplated thereby (the “Merger Proposal”). |
| Management |
| For |
| For |
|
2. |
| To approve the adjournment from time to time of the Engility special meeting if necessary to solicit additional proxies if there are not sufficient votes to approve the Merger Proposal. |
| Management |
| For |
| For |
|
3. |
| To approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to Engility’s named executive officers in connection with the completion of the merger. |
| Management |
| For |
| For |
|
QUAD/GRAPHICS, INC.
Security | 747301109 | Meeting Type | Special |
Ticker Symbol | QUAD | Meeting Date | 22-Feb-2019 |
ISIN | US7473011093 | Agenda | 934922887 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| Share Issuance Proposal. To approve the issuance of shares of class A common stock of Quad/Graphics, Inc. (“Quad/Graphics”) in connection with the merger between a wholly owned subsidiary of Quad/Graphics, QLC Merger Sub, Inc. (“Merger Sub”), and LSC Communications, Inc. (“LSC”), as contemplated by the agreement and plan of merger, dated as of October 30, 2018, among Quad/Graphics, LSC and Merger Sub. |
| Management |
| Abstain |
| Against |
|
FISERV, INC.
Security | 337738108 | Meeting Type | Special |
Ticker Symbol | FISV | Meeting Date | 18-Apr-2019 |
ISIN | US3377381088 | Agenda | 934952688 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| To approve the issuance of shares of Fiserv, Inc. common stock in connection with the transactions contemplated by the Agreement and Plan of Merger, dated January 16, 2019, by and among Fiserv, Inc., 300 Holdings, Inc., and First Data Corporation. |
| Management |
| For |
| For |
|
2. |
| To adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, sufficient votes to approve Proposal 1 have not been obtained. |
| Management |
| For |
| For |
|
QUAD/GRAPHICS, INC.
Security | 747301109 | Meeting Type | Annual |
Ticker Symbol | QUAD | Meeting Date | 20-May-2019 |
ISIN | US7473011093 | Agenda | 934978240 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
| |
1. |
| DIRECTOR |
| Management |
|
|
|
|
| |
|
| 1 | Mark A. Angelson |
|
|
| For |
| For |
|
|
| 2 | Douglas P. Buth |
|
|
| For |
| For |
|
|
| 3 | John C. Fowler |
|
|
| For |
| For |
|
|
| 4 | Stephen M. Fuller |
|
|
| For |
| For |
|
|
| 5 | Christopher B. Harned |
|
|
| For |
| For |
|
|
| 6 | J. Joel Quadracci |
|
|
| For |
| For |
|
|
| 7 | Kathryn Q. Flores |
|
|
| For |
| For |
|
|
| 8 | Jay O. Rothman |
|
|
| For |
| For |
|
|
| 9 | John S. Shiely |
|
|
| For |
| For |
|
2. |
| To approve an amendment to our Amended and Restated Articles of Incorporation to increase the total number of authorized shares of our class A common stock. |
| Management |
| For |
| For |
| |
3. |
| To approve an amendment to the Quad/Graphics, Inc. 2010 Omnibus Incentive Plan, as amended. |
| Management |
| For |
| For |
|
FISERV, INC.
Security | 337738108 | Meeting Type | Annual |
Ticker Symbol | FISV | Meeting Date | 22-May-2019 |
ISIN | US3377381088 | Agenda | 934978264 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
| |
1. |
| DIRECTOR |
| Management |
|
|
|
|
| |
|
| 1 | Alison Davis |
|
|
| For |
| For |
|
|
| 2 | Harry F. DiSimone |
|
|
| For |
| For |
|
|
| 3 | John Y. Kim |
|
|
| For |
| For |
|
|
| 4 | Dennis F. Lynch |
|
|
| For |
| For |
|
|
| 5 | Denis J. O’Leary |
|
|
| For |
| For |
|
|
| 6 | Glenn M. Renwick |
|
|
| For |
| For |
|
|
| 7 | Kim M. Robak |
|
|
| For |
| For |
|
|
| 8 | JD Sherman |
|
|
| For |
| For |
|
|
| 9 | Doyle R. Simons |
|
|
| For |
| For |
|
|
| 10 | Jeffery W. Yabuki |
|
|
| For |
| For |
|
2. |
| To approve the Fiserv, Inc. Amended and Restated Employee Stock Purchase Plan. |
| Management |
| For |
| For |
| |
3. |
| To approve, on an advisory basis, the compensation of the named executive officers of Fiserv, Inc. |
| Management |
| For |
| For |
| |
4. |
| To ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of Fiserv, Inc. for 2019. |
| Management |
| For |
| For |
| |
5. |
| A shareholder proposal requesting the company provide a political contribution report. |
| Shareholder |
| Against |
| For |
|
WATER ISLAND LONG/SHORT FUND (formerly, Arbitrage Tactical Equity Fund)
Investment Company Report
XEROX CORPORATION
Security | 984121608 | Meeting Type | Annual |
Ticker Symbol | XRX | Meeting Date | 31-Jul-2018 |
ISIN | US9841216081 | Agenda | 934849677 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1.1 |
| Election of Director: Gregory Q. Brown |
| Management |
| For |
| For |
|
1.2 |
| Election of Director: Keith Cozza |
| Management |
| For |
| For |
|
1.3 |
| Election of Director: Jonathan Christodoro |
| Management |
| For |
| For |
|
1.4 |
| Election of Director: Joseph J. Echevarria |
| Management |
| For |
| For |
|
1.5 |
| Election of Director: Nicholas Graziano |
| Management |
| For |
| For |
|
1.6 |
| Election of Director: Cheryl Gordon Krongard |
| Management |
| For |
| For |
|
1.7 |
| Election of Director: Scott Letier |
| Management |
| For |
| For |
|
1.8 |
| Election of Director: Sara Martinez Tucker |
| Management |
| For |
| For |
|
1.9 |
| Election of Director: Giovanni (“John”) Visentin |
| Management |
| For |
| For |
|
2. |
| Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2018. |
| Management |
| For |
| For |
|
3. |
| Approval, on an advisory basis, of the 2017 compensation of our named executive officers. |
| Management |
| For |
| For |
|
4. |
| Authorize the adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes to approve the foregoing proposals. |
| Management |
| For |
| For |
|
MCKESSON EUROPE AG
Security | D5347G101 | Meeting Type | Annual General Meeting |
Ticker Symbol |
| Meeting Date | 09-Aug-2018 |
ISIN | DE000CLS1001 | Agenda | 709707763 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
CMMT |
| PLEASE NOTE THAT FOLLOWING THE AMENDMENT TO PARAGRAPH 21 OF THE SECURITIES-TRADE ACT ON 9TH JULY 2015 AND THE OVER-RULING OF THE DISTRICT COURT IN-COLOGNE JUDGMENT FROM 6TH JUNE 2012 THE VOTING PROCESS HAS NOW CHANGED WITH-REGARD TO THE GERMAN REGISTERED SHARES. AS A RESULT, IT IS NOW THE-RESPONSIBILITY OF THE END-INVESTOR (I.E. FINAL BENEFICIARY) AND NOT THE-INTERMEDIARY TO DISCLOSE RESPECTIVE FINAL BENEFICIARY VOTING RIGHTS THEREFORE-THE CUSTODIAN BANK / AGENT IN THE MARKET WILL BE SENDING THE VOTING DIRECTLY-TO MARKET AND IT IS THE END INVESTORS RESPONSIBILITY TO ENSURE THE- REGISTRATION ELEMENT IS COMPLETE WITH THE ISSUER DIRECTLY, SHOULD THEY HOLD-MORE THAN 3 % OF THE TOTAL SHARE CAPITAL |
| Non-Voting |
|
|
|
|
|
CMMT |
| THE VOTE/REGISTRATION DEADLINE AS DISPLAYED ON PROXYEDGE IS SUBJECT TO CHANGE-AND WILL BE UPDATED AS SOON AS BROADRIDGE RECEIVES CONFIRMATION FROM THE SUB-CUSTODIANS REGARDING THEIR INSTRUCTION DEADLINE. FOR ANY QUERIES PLEASE-CONTACT YOUR CLIENT SERVICES REPRESENTATIVE |
| Non-Voting |
|
|
|
|
|
CMMT |
| ACCORDING TO GERMAN LAW, IN CASE OF SPECIFIC CONFLICTS OF INTEREST IN- CONNECTION WITH SPECIFIC ITEMS OF THE AGENDA FOR THE GENERAL MEETING YOU ARE-NOT ENTITLED TO EXERCISE YOUR VOTING RIGHTS. FURTHER, YOUR VOTING RIGHT MIGHT-BE EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS HAS REACHED CERTAIN THRESHOLDS-AND YOU HAVE NOT COMPLIED WITH ANY OF YOUR MANDATORY VOTING RIGHTS-NOTIFICATIONS PURSUANT TO THE GERMAN SECURITIES TRADING ACT (WPHG). FOR-QUESTIONS IN THIS REGARD PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE-FOR CLARIFICATION. IF YOU DO NOT HAVE ANY INDICATION REGARDING SUCH CONFLICT-OF INTEREST, OR ANOTHER EXCLUSION FROM VOTING, PLEASE SUBMIT YOUR VOTE AS-USUAL. THANK YOU |
| Non-Voting |
|
|
|
|
|
CMMT |
| COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 25.07.2018. FURTHER INFORMATION ON-COUNTER PROPOSALS CAN BE FOUND DIRECTLY ON THE ISSUER’S WEBSITE (PLEASE REFER-TO THE MATERIAL URL SECTION OF THE APPLICATION). IF YOU WISH TO ACT ON THESE-ITEMS, YOU WILL NEED TO REQUEST A MEETING ATTEND AND VOTE YOUR SHARES-DIRECTLY AT THE COMPANY’S MEETING. COUNTER PROPOSALS CANNOT BE REFLECTED IN-THE BALLOT ON PROXYEDGE |
| Non-Voting |
|
|
|
|
|
1 |
| RECEIVE FINANCIAL STATEMENTS AND STATUTORY REPORTS FOR FISCAL 2017/18 |
| Non-Voting |
|
|
|
|
|
2 |
| APPROVE DISCHARGE OF MANAGEMENT BOARD FOR FISCAL 2017/18 |
| Management |
| For |
| For |
|
3 |
| APPROVE DISCHARGE OF SUPERVISORY BOARD FOR FISCAL 2017/18 |
| Management |
| For |
| For |
|
4 |
| RATIFY DELOITTE GMBH, STUTTGART AS AUDITORS FOR FISCAL 2018/19 |
| Management |
| For |
| For |
|
5.1 |
| ELECT KATHY MCELLIGOTT TO THE SUPERVISORY BOARD |
| Management |
| For |
| For |
|
5.2 |
| ELECT BRITT VITALONE TO THE SUPERVISORY BOARD |
| Management |
| For |
| For |
|
5.3 |
| ELECT JOHN HAMMERGREN TO THE SUPERVISORY BOARD |
| Management |
| For |
| For |
|
ENVISION HEALTHCARE CORPORATION
Security | 29414D100 | Meeting Type | Annual |
Ticker Symbol | EVHC | Meeting Date | 11-Sep-2018 |
ISIN | US29414D1000 | Agenda | 934868374 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| To adopt the Agreement and Plan of Merger, dated as of June 10, 2018 (as it may be amended from time to time, the “merger agreement”), by and among Envision Healthcare Corporation, a Delaware corporation (“Envision” or the “Company”), Enterprise Parent Holdings Inc., a Delaware corporation (“Parent”) and Enterprise Merger Sub Inc., an indirect wholly owned subsidiary of Parent (the “Merger Sub”), pursuant to which Merger Sub will be merged with and into the Company (the “merger”). |
| Management |
| For |
| For |
|
2. |
| To approve, on an advisory (non-binding) basis, certain compensation that may be paid or become payable to Envision’s named executive officers in connection with the merger. |
| Management |
| For |
| For |
|
3. |
| To approve the adjournment of the annual meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the annual meeting to approve the proposal to adopt the merger agreement or in the absence of a quorum. |
| Management |
| For |
| For |
|
4A. |
| Election of Class II Director: John T. Gawaluck |
| Management |
| For |
| For |
|
4B. |
| Election of Class II Director: Joey A. Jacobs |
| Management |
| For |
| For |
|
4C. |
| Election of Class II Director: Kevin P. Lavender |
| Management |
| For |
| For |
|
4D. |
| Election of Class II Director: Leonard M. Riggs, Jr., M.D. |
| Management |
| For |
| For |
|
5. |
| To amend Envision’s Second Amended and Restated Certificate of Incorporation, dated December 1, 2016 to declassify the Board of Directors and to eliminate the Series A-1 Mandatory Convertible Preferred Stock. |
| Management |
| For |
| For |
|
6. |
| To approve, on an advisory (non-binding) basis, of the compensation of Envision’s named executive officers. |
| Management |
| For |
| For |
|
7. |
| To ratify the appointment of Deloitte & Touche LLP as Envision Healthcare Corporation’s independent registered public accounting firm for the year ending December 31, 2018. |
| Management |
| For |
| For |
|
LIONS GATE ENTERTAINMENT CORP.
Security | 535919401 | Meeting Type | Annual |
Ticker Symbol | LGFA | Meeting Date | 11-Sep-2018 |
ISIN | CA5359194019 | Agenda | 934862295 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1a. |
| Election of Director: Michael Burns |
| Management |
| For |
| For |
|
1b. |
| Election of Director: Gordon Crawford |
| Management |
| For |
| For |
|
1c. |
| Election of Director: Arthur Evrensel |
| Management |
| For |
| For |
|
1d. |
| Election of Director: Jon Feltheimer |
| Management |
| For |
| For |
|
1e. |
| Election of Director: Emily Fine |
| Management |
| For |
| For |
|
1f. |
| Election of Director: Michael T. Fries |
| Management |
| For |
| For |
|
1g. |
| Election of Director: Sir Lucian Grainge |
| Management |
| For |
| For |
|
1h. |
| Election of Director: Susan McCaw |
| Management |
| For |
| For |
|
1i. |
| Election of Director: Mark H. Rachesky, M.D. |
| Management |
| For |
| For |
|
1j. |
| Election of Director: Daniel Sanchez |
| Management |
| For |
| For |
|
1k. |
| Election of Director: Daryl Simm |
| Management |
| For |
| For |
|
1l. |
| Election of Director: Hardwick Simmons |
| Management |
| For |
| For |
|
1m. |
| Election of Director: David M. Zaslav |
| Management |
| For |
| For |
|
2. |
| Proposal to reappoint Ernst & Young LLP as the independent registered public accounting firm for the Company for the fiscal year ending March 31, 2019 at a remuneration to be determined by the directors of the Company. |
| Management |
| For |
| For |
|
3. |
| Proposal to conduct an advisory vote to approve executive compensation. |
| Management |
| For |
| For |
|
4. |
| In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Meeting. |
| Management |
| For |
| For |
|
EDUCATION REALTY TRUST, INC.
Security | 28140H203 | Meeting Type | Special |
Ticker Symbol | EDR | Meeting Date | 14-Sep-2018 |
ISIN | US28140H2031 | Agenda | 934868893 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| To approve merger of Education Realty Trust, Inc. with & into GSHGIF REIT, an affiliate of Greystar Real Estate Partners, LLC (“REIT merger”), pursuant to Agreement & Plan of Merger (“merger agreement”), among Education Realty Trust, Inc., Education Realty Operating Partnership, LP, Education Realty OP GP, Inc., University Towers Operating Partnership, LP, University Towers OP GP, LLC & certain other affiliates of Greystar Real Estate Partners, LLC, as it may amended from time to time (“merger proposal”). |
| Management |
| For |
| For |
|
2. |
| To approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to the named executive officers of Education Realty Trust, Inc. that is based on or otherwise relates to the mergers contemplated by the merger agreement (the “merger related compensation proposal”). |
| Management |
| For |
| For |
|
3. |
| To approve any adjournment of the special meeting to a later date or time, if necessary or appropriate, including for the purpose of soliciting additional proxies if there are not sufficient votes at the time of the special meeting to approve the REIT merger (the “adjournment proposal”). |
| Management |
| For |
| For |
|
THE PROCTER & GAMBLE COMPANY
Security | 742718109 | Meeting Type | Annual |
Ticker Symbol | PG | Meeting Date | 09-Oct-2018 |
ISIN | US7427181091 | Agenda | 934870115 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1a. |
| Election of Director: Francis S. Blake |
| Management |
| For |
| For |
|
1b. |
| Election of Director: Angela F. Braly |
| Management |
| For |
| For |
|
1c. |
| Election of Director: Amy L. Chang |
| Management |
| For |
| For |
|
1d. |
| Election of Director: Kenneth I. Chenault |
| Management |
| For |
| For |
|
1e. |
| Election of Director: Scott D. Cook |
| Management |
| For |
| For |
|
1f. |
| Election of Director: Joseph Jimenez |
| Management |
| For |
| For |
|
1g. |
| Election of Director: Terry J. Lundgren |
| Management |
| For |
| For |
|
1h. |
| Election of Director: W. James McNerney, Jr. |
| Management |
| For |
| For |
|
1i. |
| Election of Director: Nelson Peltz |
| Management |
| For |
| For |
|
1j. |
| Election of Director: David S. Taylor |
| Management |
| For |
| For |
|
1k. |
| Election of Director: Margaret C. Whitman |
| Management |
| For |
| For |
|
1l. |
| Election of Director: Patricia A. Woertz |
| Management |
| For |
| For |
|
1m. |
| Election of Director: Ernesto Zedillo |
| Management |
| For |
| For |
|
2. |
| Ratify Appointment of the Independent Registered Public Accounting Firm |
| Management |
| For |
| For |
|
3. |
| Advisory Vote on the Company’s Executive Compensation (the “Say on Pay” vote) |
| Management |
| For |
| For |
|
ALTABA INC.
Security | 021346101 | Meeting Type | Annual |
Ticker Symbol | AABA | Meeting Date | 16-Oct-2018 |
ISIN | US0213461017 | Agenda | 934873628 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1.1 |
| Election of Director: Tor R. Braham |
| Management |
| For |
| For |
|
1.2 |
| Election of Director: Eric K. Brandt |
| Management |
| For |
| For |
|
1.3 |
| Election of Director: Catherine J. Friedman |
| Management |
| For |
| For |
|
1.4 |
| Election of Director: Richard L. Kauffman |
| Management |
| For |
| For |
|
1.5 |
| Election of Director: Thomas J. McInerney |
| Management |
| For |
| For |
|
FOREST CITY REALTY TRUST, INC.
Security | 345605109 | Meeting Type | Special |
Ticker Symbol | FCEA | Meeting Date | 15-Nov-2018 |
ISIN | US3456051099 | Agenda | 934889568 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| Forest City Realty Trust, Inc. and the other transactions contemplated by the Agreement and Plan of Merger, and as it may be amended from time to time, among Forest City Realty Trust, Inc., Antlia Holdings LLC and Antlia Merger Sub Inc., as more particularly described in the Proxy Statement. |
| Management |
| For |
| For |
|
2. |
| To approve, by a non-binding, advisory vote, certain compensation arrangements for Forest City Realty Trust, Inc.’s named executive officers in connection with the merger, as more particularly described in the Proxy Statement. |
| Management |
| For |
| For |
|
3. |
| To approve any adjournments of the special meeting for the purpose of soliciting additional proxies if there are not sufficient votes at the special meeting to approve proposal 1, as more particularly described in the Proxy Statement. |
| Management |
| For |
| For |
|
KABEL DEUTSCHLAND HOLDING AG, UNTERFOEHRING B.MUEN
Security | D6424C104 | Meeting Type | Annual General Meeting |
Ticker Symbol |
| Meeting Date | 20-Nov-2018 |
ISIN | DE000KD88880 | Agenda | 710025683 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
CMMT |
| ACCORDING TO GERMAN LAW, IN CASE OF SPECIFIC CONFLICTS OF INTEREST IN- CONNECTION WITH SPECIFIC ITEMS OF THE AGENDA FOR THE GENERAL MEETING YOU ARE-NOT ENTITLED TO EXERCISE YOUR VOTING RIGHTS. FURTHER, YOUR VOTING RIGHT MIGHT-BE EXCLUDED WHEN YOUR SHARE IN VOTING RIGHTS HAS REACHED CERTAIN THRESHOLDS-AND YOU HAVE NOT COMPLIED WITH ANY OF YOUR MANDATORY VOTING RIGHTS-NOTIFICATIONS PURSUANT TO THE GERMAN SECURITIES TRADING ACT (WPHG). FOR-QUESTIONS IN THIS REGARD PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE-FOR CLARIFICATION. IF YOU DO NOT HAVE ANY INDICATION REGARDING SUCH CONFLICT-OF INTEREST, OR ANOTHER EXCLUSION FROM VOTING, PLEASE SUBMIT YOUR VOTE AS-USUAL. THANK YOU. |
| Non-Voting |
|
|
|
|
|
CMMT |
| PLEASE NOTE THAT THE TRUE RECORD DATE FOR THIS MEETING IS 30 OCT 2018,-WHEREAS THE MEETING HAS BEEN SETUP USING THE ACTUAL RECORD DATE - 1 BUSINESS-DAY. THIS IS DONE TO ENSURE THAT ALL POSITIONS REPORTED ARE IN CONCURRENCE-WITH THE GERMAN LAW. THANK YOU. |
| Non-Voting |
|
|
|
|
|
CMMT |
| COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 05.11.2018. FURTHER INFORMATION ON-COUNTER PROPOSALS CAN BE FOUND DIRECTLY ON THE ISSUER’S WEBSITE (PLEASE REFER-TO THE MATERIAL URL SECTION OF THE APPLICATION). IF YOU WISH TO ACT ON THESE-ITEMS, YOU WILL NEED TO REQUEST A MEETING ATTEND AND VOTE YOUR SHARES-DIRECTLY AT THE COMPANY’S MEETING. COUNTER PROPOSALS CANNOT BE REFLECTED IN-THE BALLOT ON PROXYEDGE. |
| Non-Voting |
|
|
|
|
|
1 |
| PRESENTATION OF THE FINANCIAL STATEMENTS AND ANNUAL REPORTS FOR THE 2017/2018- FINANCIAL YEAR WITH THE REPORT OF THE SUPERVISORY BOARD, THE GROUP FINANCIAL-STATEMENTS AND GROUP ANNUAL REPORT |
| Non-Voting |
|
|
|
|
|
2 |
| RATIFICATION OF THE ACTS OF THE BOARD OF MDS |
| Management |
| For |
| For |
|
3 |
| RATIFICATION OF THE ACTS OF THE SUPERVISORY BOARD |
| Management |
| For |
| For |
|
4 |
| APPOINTMENT OF AUDITORS THE FOLLOWING ACCOUNTANTS SHALL BE APPOINTED AS AUDITORS AND GROUP AUDITORS FOR THE 2018/2019 FINANCIAL YEAR: PRICEWATERHOUSECOOPERS GMBH, DUSSELDORF |
| Management |
| For |
| For |
|
THE HAIN CELESTIAL GROUP, INC.
Security | 405217100 | Meeting Type | Annual |
Ticker Symbol | HAIN | Meeting Date | 05-Dec-2018 |
ISIN | US4052171000 | Agenda | 934895802 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1a. |
| Election of Director: Celeste A. Clark |
| Management |
| For |
| For |
|
1b. |
| Election of Director: Andrew R. Heyer |
| Management |
| Against |
| Against |
|
1c. |
| Election of Director: R. Dean Hollis |
| Management |
| For |
| For |
|
1d. |
| Election of Director: Shervin J. Korangy |
| Management |
| For |
| For |
|
1e. |
| Election of Director: Roger Meltzer |
| Management |
| Against |
| Against |
|
1f. |
| Election of Director: Mark Schiller |
| Management |
| For |
| For |
|
1g. |
| Election of Director: Jack L. Sinclair |
| Management |
| For |
| For |
|
1h. |
| Election of Director: Glenn W. Welling |
| Management |
| For |
| For |
|
1i. |
| Election of Director: Dawn M. Zier |
| Management |
| For |
| For |
|
2. |
| To approve, on an advisory basis, named executive officer compensation for the fiscal year ended June 30, 2018. |
| Management |
| For |
| For |
|
3. |
| To ratify the appointment of Ernst & Young LLP to act as registered independent accountants of the Company for the fiscal year ending June 30, 2019. |
| Management |
| For |
| For |
|
SSGA FUNDS
Security | 857492706 | Meeting Type | Special |
Ticker Symbol | GVMXX | Meeting Date | 18-Dec-2018 |
ISIN | US8574927062 | Agenda | 934897123 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
| |
2. |
| DIRECTOR |
| Management |
|
|
|
|
| |
|
| 1 | John R. Costantino |
|
|
| For |
| For |
|
|
| 2 | Michael A. Jessee |
|
|
| For |
| For |
|
|
| 3 | Ellen M. Needham |
|
|
| For |
| For |
|
|
| 4 | Donna M. Rapaccioli |
|
|
| For |
| For |
|
SPARTON CORPORATION
Security | 847235108 | Meeting Type | Annual |
Ticker Symbol | SPA | Meeting Date | 20-Dec-2018 |
ISIN | US8472351084 | Agenda | 934902936 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1A |
| Election of Director: Alan L. Bazaar |
| Management |
| For |
| For |
|
1B |
| Election of Director: James D. Fast |
| Management |
| For |
| For |
|
1C |
| Election of Director: Joseph J. Hartnett |
| Management |
| For |
| For |
|
1D |
| Election of Director: Charles R. Kummeth |
| Management |
| For |
| For |
|
1E |
| Election of Director: James R. Swartwout |
| Management |
| For |
| For |
|
1F |
| Election of Director: Frank A. Wilson |
| Management |
| For |
| For |
|
2 |
| Ratification of the appointment of BDO USA, LLP as independent registered public accountants for the Company for the fiscal year ending June 30, 2019 by advisory vote. |
| Management |
| For |
| For |
|
3 |
| To approve the Named Executive Officer compensation by an advisory vote. |
| Management |
| For |
| For |
|
AIR PRODUCTS AND CHEMICALS, INC.
Security | 009158106 | Meeting Type | Annual |
Ticker Symbol | APD | Meeting Date | 24-Jan-2019 |
ISIN | US0091581068 | Agenda | 934911137 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1a. |
| Election of Director: Susan K. Carter |
| Management |
| For |
| For |
|
1b. |
| Election of Director: Charles I. Cogut |
| Management |
| For |
| For |
|
1c. |
| Election of Director: Seifi Ghasemi |
| Management |
| For |
| For |
|
1d. |
| Election of Director: Chadwick C. Deaton |
| Management |
| For |
| For |
|
1e. |
| Election of Director: David H. Y. Ho |
| Management |
| For |
| For |
|
1f. |
| Election of Director: Margaret G. McGlynn |
| Management |
| For |
| For |
|
1g. |
| Election of Director: Edward L. Monser |
| Management |
| For |
| For |
|
1h. |
| Election of Director: Matthew H. Paull |
| Management |
| For |
| For |
|
2. |
| Advisory vote approving Executive Officer compensation. |
| Management |
| For |
| For |
|
3. |
| Ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2019. |
| Management |
| For |
| For |
|
MITEK SYSTEMS, INC.
Security | 606710200 | Meeting Type | Annual |
Ticker Symbol | MITK | Meeting Date | 06-Mar-2019 |
ISIN | US6067102003 | Agenda | 934926570 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
| |
1. |
| DIRECTOR |
| Management |
|
|
|
|
| |
|
| 1 | Scipio “Max” Carnecchia |
|
|
| For |
| For |
|
|
| 2 | William K. “Bill” Aulet |
|
|
| For |
| For |
|
|
| 3 | Kenneth D. Denman |
|
|
| For |
| For |
|
|
| 4 | James C. Hale |
|
|
| For |
| For |
|
|
| 5 | Bruce E. Hansen |
|
|
| For |
| For |
|
|
| 6 | Alex W. “Pete” Hart |
|
|
| For |
| For |
|
|
| 7 | Jane J. Thompson |
|
|
| For |
| For |
|
2. |
| To approve the Amendment to and Restatement of our 2012 Incentive Plan, in order to, among other things, increase the number of shares of our common stock available for future grant under the plan by 1,500,000 shares. |
| Management |
| For |
| For |
| |
3. |
| To ratify the adoption of the Section 382 Tax Benefits Preservation Plan. |
| Management |
| Against |
| Against |
| |
4. |
| To ratify the selection of Mayer Hoffman McCann P.C. as our independent registered public accounting firm for the fiscal year ending September 30, 2019. |
| Management |
| For |
| For |
| |
5. |
| To approve, on an advisory (non-binding) basis, the compensation of our named executive officers as presented in the Proxy Statement. |
| Management |
| For |
| For |
|
BASWARE OYJ
Security | X07111101 | Meeting Type | Annual General Meeting |
Ticker Symbol |
| Meeting Date | 14-Mar-2019 |
ISIN | FI0009008403 | Agenda | 710516521 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
CMMT |
| MARKET RULES REQUIRE DISCLOSURE OF BENEFICIAL OWNER INFORMATION FOR ALL VOTED-ACCOUNTS. IF AN ACCOUNT HAS MULTIPLE BENEFICIAL OWNERS, YOU WILL NEED TO-PROVIDE THE BREAKDOWN OF EACH BENEFICIAL OWNER NAME, ADDRESS AND SHARE-POSITION TO YOUR CLIENT SERVICE REPRESENTATIVE. THIS INFORMATION IS REQUIRED-IN ORDER FOR YOUR VOTE TO BE LODGED |
| Non-Voting |
|
|
|
|
|
CMMT |
| A POA IS NEEDED TO APPOINT OWN REPRESENTATIVE BUT IS NOT NEEDED IF A FINNISH-SUB/BANK IS APPOINTED EXCEPT IF THE SHAREHOLDER IS FINNISH THEN A POA WOULD-STILL BE REQUIRED. |
| Non-Voting |
|
|
|
|
|
1 |
| OPENING OF THE MEETING |
| Non-Voting |
|
|
|
|
|
2 |
| CALLING THE MEETING TO ORDER |
| Non-Voting |
|
|
|
|
|
3 |
| ELECTION OF A PERSON TO SCRUTINIZE THE MINUTES AND PERSONS TO SUPERVISE THE-COUNTING OF VOTES |
| Non-Voting |
|
|
|
|
|
4 |
| RECORDING THE LEGALITY OF THE MEETING |
| Non-Voting |
|
|
|
|
|
5 |
| RECORDING THE ATTENDANCE AND THE LIST OF VOTES |
| Non-Voting |
|
|
|
|
|
6 |
| PRESENTATION OF THE ANNUAL ACCOUNTS, THE REPORT OF THE BOARD OF DIRECTORS AND-THE AUDITOR’S REPORT FOR THE YEAR 2018 |
| Non-Voting |
|
|
|
|
|
7 |
| ADOPTION OF THE ANNUAL ACCOUNTS |
| Management |
| Abstain |
|
|
|
8 |
| RESOLUTION ON THE USE OF THE PROFIT SHOWN ON THE BALANCE SHEET AND THE PAYMENT OF DIVIDEND |
| Management |
| Abstain |
|
|
|
9 |
| RESOLUTION ON THE DISCHARGE OF THE MEMBERS OF THE BOARD OF DIRECTORS AND THE CEO FROM LIABILITY |
| Management |
| Abstain |
|
|
|
CMMT |
| PLEASE NOTE THAT RESOLUTIONS 10, 11 AND 12 ARE PROPOSED BY SHAREHOLDERS’-NOMINATION BOARD AND BOARD DOES NOT MAKE ANY RECOMMENDATION ON THESE-PROPOSALS. THE STANDING INSTRUCTIONS ARE DISABLED FOR THIS MEETING |
| Non-Voting |
|
|
|
|
|
10 |
| RESOLUTION ON THE REMUNERATION OF THE MEMBERS OF THE BOARD OF DIRECTORS |
| Management |
| Abstain |
|
|
|
11 |
| RESOLUTION ON THE NUMBER OF MEMBERS OF THE BOARD OF DIRECTORS: SIX (6) |
| Management |
| Abstain |
|
|
|
12 |
| ELECTION OF MEMBERS OF THE BOARD OF DIRECTORS: THE NOMINATION BOARD PROPOSES THAT MR. ILKKA SIHVO, MR. DAVID BATEMAN, MR. MICHAEL INGELOG, MR. DARYL ROLLEY, MR. ASKO SCHREY AND MRS. TUIJA SOANJARVI WOULD BE RE-ELECTED AS MEMBERS OF THE BOARD OF DIRECTORS. THE BOARD WILL ELECT ITS CHAIRMAN AND VICE CHAIRMAN AMONG THE BOARD MEMBERS AS PER THE CHARTER OF THE BOARD OF DIRECTORS |
| Management |
| Abstain |
|
|
|
13 |
| RESOLUTION ON THE REMUNERATION OF THE AUDITOR |
| Management |
| Abstain |
|
|
|
14 |
| ELECTION OF AUDITOR: THE BOARD OF DIRECTORS PROPOSES, ON THE RECOMMENDATION OF BOARD’S AUDIT COMMITTEE, TO THE GENERAL MEETING THE ELECTION OF ERNST & YOUNG OY, AUTHORIZED PUBLIC ACCOUNTING FIRM, AS THE COMPANY’S AUDITOR. ERNST & YOUNG OY HAS ADVISED THAT IT WILL APPOINT MS TERHI MAKINEN, AUTHORIZED PUBLIC ACCOUNTANT, AS THE PRINCIPALLY RESPONSIBLE AUDITOR OF THE COMPANY |
| Management |
| Abstain |
|
|
|
15 |
| AUTHORIZING THE BOARD OF DIRECTORS TO DECIDE ON THE REPURCHASE OF THE COMPANY’S OWN SHARES |
| Management |
| Abstain |
|
|
|
16 |
| AUTHORIZING THE BOARD OF DIRECTORS TO DECIDE ON SHARE ISSUE AS WELL AS ON THE ISSUANCE OF OPTIONS AND OTHER SPECIAL RIGHTS ENTITLING TO SHARES |
| Management |
| Abstain |
|
|
|
17 |
| CLOSING OF THE MEETING |
| Non-Voting |
|
|
|
|
|
TRAVELPORT WORLDWIDE LIMITED
Security | G9019D104 | Meeting Type | Special |
Ticker Symbol | TVPT | Meeting Date | 15-Mar-2019 |
ISIN | BMG9019D1048 | Agenda | 934929451 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| Approval of the Agreement and Plan of Merger, by and among Travelport Worldwide Limited, Toro Private Holdings III, Ltd. (“Parent”), and following the execution of the joinder agreement, dated December 11, 2018, Toro Private Holdings IV, Ltd. Pursuant to which Merger Sub will merge with and into Travelport, with Travelport continuing as the surviving company and a wholly owned subsidiary of Parent, the statutory merger agreement required in accordance with Section 105 of the Bermuda Companies Act 1981, as amended, and the Merger. |
| Management |
| For |
| For |
|
2. |
| Approval of the adjournment of the special general meeting of Travelport (the “Special General Meeting”) to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to approve the Merger Proposal at the time of the Special General Meeting. |
| Management |
| For |
| For |
|
3. |
| Approval on an advisory (non-binding) basis, of the compensation that may be paid or become payable to Travelport’s named executive officers in connection with the Merger. |
| Management |
| Against |
| Against |
|
ALTRA INDUSTRIAL MOTION CORP
Security | 02208R106 | Meeting Type | Annual |
Ticker Symbol | AIMC | Meeting Date | 24-Apr-2019 |
ISIN | US02208R1068 | Agenda | 934958286 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
| |
1. |
| DIRECTOR |
| Management |
|
|
|
|
| |
|
| 1 | Edmund M. Carpenter |
|
|
| For |
| For |
|
|
| 2 | Carl R. Christenson |
|
|
| For |
| For |
|
|
| 3 | Lyle G. Ganske |
|
|
| For |
| For |
|
|
| 4 | Margot L. Hoffman |
|
|
| For |
| For |
|
|
| 5 | Michael S. Lipscomb |
|
|
| For |
| For |
|
|
| 6 | Larry P. McPherson |
|
|
| For |
| For |
|
|
| 7 | Patrick K. Murphy |
|
|
| For |
| For |
|
|
| 8 | Thomas W. Swidarski |
|
|
| For |
| For |
|
|
| 9 | James H. Woodward, Jr. |
|
|
| For |
| For |
|
2. |
| The ratification of the selection of Deloitte & Touche LLP as Altra Industrial Motion Corp.’s independent registered public accounting firm to serve for the fiscal year ending December 31, 2019. |
| Management |
| For |
| For |
| |
3. |
| An advisory vote to approve the compensation of Altra’s named executive officers. |
| Management |
| For |
| For |
|
PAPA JOHN’S INTERNATIONAL, INC.
Security | 698813102 | Meeting Type | Annual |
Ticker Symbol | PZZA | Meeting Date | 30-Apr-2019 |
ISIN | US6988131024 | Agenda | 934971424 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1a. |
| Election of Director: Christopher L. Coleman |
| Management |
| For |
| For |
|
1b. |
| Election of Director: Michael R. Dubin |
| Management |
| For |
| For |
|
1c. |
| Election of Director: Olivia F. Kirtley |
| Management |
| For |
| For |
|
1d. |
| Election of Director: Laurette T. Koellner |
| Management |
| For |
| For |
|
1e. |
| Election of Director: Jocelyn C. Mangan |
| Management |
| For |
| For |
|
1f. |
| Election of Director: Sonya E. Medina |
| Management |
| For |
| For |
|
1g. |
| Election of Director: Shaquille R. O’Neal |
| Management |
| For |
| For |
|
1h. |
| Election of Director: Steven M. Ritchie |
| Management |
| For |
| For |
|
1i. |
| Election of Director: Anthony M. Sanfilippo |
| Management |
| For |
| For |
|
1j. |
| Election of Director: Jeffrey C. Smith |
| Management |
| For |
| For |
|
2. |
| Ratification of the Selection of Independent Auditors: To ratify the selection of KPMG LLP as the Company’s independent auditors for the 2019 fiscal year. |
| Management |
| For |
| For |
|
3. |
| Advisory approval of the Company’s executive compensation. |
| Management |
| For |
| For |
|
4. |
| Ratification of the Company’s Rights Agreement, as amended. |
| Management |
| For |
| For |
|
ACADIA HEALTHCARE COMPANY, INC.
Security | 00404A109 | Meeting Type | Annual |
Ticker Symbol | ACHC | Meeting Date | 02-May-2019 |
ISIN | US00404A1097 | Agenda | 934950189 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1.1 |
| Election of Director: William F. Grieco |
| Management |
| For |
| For |
|
1.2 |
| Election of Director: Reeve B. Waud |
| Management |
| For |
| For |
|
2. |
| Advisory vote on the compensation of the Company’s named executive officers as presented in the Proxy Statement. |
| Management |
| For |
| For |
|
3. |
| Advisory vote on the frequency of the advisory vote on the compensation of the Company’s named executive officers. |
| Management |
| 1 Year |
| For |
|
4. |
| Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019. |
| Management |
| For |
| For |
|
ELI LILLY AND COMPANY
Security | 532457108 | Meeting Type | Annual |
Ticker Symbol | LLY | Meeting Date | 06-May-2019 |
ISIN | US5324571083 | Agenda | 934940215 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1a. |
| Election of director for three-year term: R. Alvarez |
| Management |
| Abstain |
|
|
|
1b. |
| Election of director for three-year term: C. R. Bertozzi |
| Management |
| Abstain |
|
|
|
1c. |
| Election of director for three-year term: J. R. Luciano |
| Management |
| Abstain |
|
|
|
1d. |
| Election of director for three-year term: K. P. Seifert |
| Management |
| Abstain |
|
|
|
2. |
| Approval, by non-binding vote, of the compensation paid to the company’s named executive officers. |
| Management |
| Abstain |
|
|
|
3. |
| Ratification of Ernst & Young LLP as the principal independent auditor for 2019. |
| Management |
| Abstain |
|
|
|
4. |
| Approve amendments to the Articles of Incorporation to eliminate the classified board structure. |
| Management |
| Abstain |
|
|
|
5. |
| Approve amendments to the Articles of Incorporation to eliminate all supermajority voting provisions. |
| Management |
| Abstain |
|
|
|
6. |
| Shareholder proposal requesting a report regarding direct and indirect political expenditures. |
| Shareholder |
| Abstain |
|
|
|
TRINITY INDUSTRIES, INC.
Security | 896522109 | Meeting Type | Annual |
Ticker Symbol | TRN | Meeting Date | 06-May-2019 |
ISIN | US8965221091 | Agenda | 934982782 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
| |
1 |
| DIRECTOR |
| Management |
|
|
|
|
| |
|
| 1 | John L. Adams |
|
|
| For |
| For |
|
|
| 2 | Brandon B. Boze |
|
|
| For |
| For |
|
|
| 3 | John J. Diez |
|
|
| For |
| For |
|
|
| 4 | Leldon E. Echols |
|
|
| For |
| For |
|
|
| 5 | Charles W. Matthews |
|
|
| For |
| For |
|
|
| 6 | E. Jean Savage | �� |
|
| For |
| For |
|
|
| 7 | Dunia A. Shive |
|
|
| For |
| For |
|
|
| 8 | Timothy R. Wallace |
|
|
| For |
| For |
|
2. |
| Advisory vote to approve named executive officer compensation. |
| Management |
| For |
| For |
| |
3. |
| Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2019. |
| Management |
| For |
| For |
|
ELANCO ANIMAL HEALTH INCORPORATED
Security | 28414H103 | Meeting Type | Annual |
Ticker Symbol | ELAN | Meeting Date | 08-May-2019 |
ISIN | US28414H1032 | Agenda | 934988354 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1a. |
| Election of Director: Kapila K. Anand |
| Management |
| Abstain |
|
|
|
1b. |
| Election of Director: John P. Bilbrey |
| Management |
| Abstain |
|
|
|
1c. |
| Election of Director: R. David Hoover |
| Management |
| Abstain |
|
|
|
1d. |
| Election of Director: Lawrence E. Kurzius |
| Management |
| Abstain |
|
|
|
2. |
| To ratify the appointment of Ernst & Young LLP as the Company’s principal independent auditor for 2019. |
| Management |
| Abstain |
|
|
|
3. |
| To approve, by non-binding vote, the compensation of the Company’s named executive officers. |
| Management |
| Abstain |
|
|
|
4. |
| To recommend, by non-binding vote, the frequency of executive compensation votes. |
| Management |
| Abstain |
|
|
|
MAGNA INTERNATIONAL INC.
Security | 559222401 | Meeting Type | Annual |
Ticker Symbol | MGA | Meeting Date | 09-May-2019 |
ISIN | CA5592224011 | Agenda | 934983582 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
| |
1 |
| DIRECTOR |
| Management |
|
|
|
|
| |
|
| 1 | Scott B. Bonham |
|
|
| For |
| For |
|
|
| 2 | Peter G. Bowie |
|
|
| For |
| For |
|
|
| 3 | Mary S. Chan |
|
|
| For |
| For |
|
|
| 4 | Dr. Kurt J. Lauk |
|
|
| For |
| For |
|
|
| 5 | Robert F. MacLellan |
|
|
| For |
| For |
|
|
| 6 | Cynthia A. Niekamp |
|
|
| For |
| For |
|
|
| 7 | William A. Ruh |
|
|
| For | �� | For |
|
|
| 8 | Dr. I.V. Samarasekera |
|
|
| For |
| For |
|
|
| 9 | Donald J. Walker |
|
|
| For |
| For |
|
|
| 10 | Lisa S. Westlake |
|
|
| For |
| For |
|
|
| 11 | William L. Young |
|
|
| For |
| For |
|
2 |
| Reappointment of Auditors Reappointment of Deloitte LLP as the independent auditor of the Corporation and authorization of the Audit Committee to fix the independent auditor’s remuneration. |
| Management |
| For |
| For |
| |
3 |
| Advisory Resolution on Executive Compensation Resolved, on an advisory basis and not to diminish the roles and responsibilities of the board of directors, that the shareholders accept the approach to executive compensation disclosed in the accompanying Management Information Circular/Proxy Statement. |
| Management |
| For |
| For |
| |
4 |
| Shareholder Proposal The shareholder proposal that is contained in the Management Information Circular / Proxy Statement. |
| Shareholder |
| Against |
| For |
|
NORFOLK SOUTHERN CORPORATION
Security | 655844108 | Meeting Type | Annual |
Ticker Symbol | NSC | Meeting Date | 09-May-2019 |
ISIN | US6558441084 | Agenda | 934947409 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1a. |
| Election of Director: Thomas D. Bell, Jr. |
| Management |
| For |
| For |
|
1b. |
| Election of Director: Daniel A. Carp |
| Management |
| For |
| For |
|
1c. |
| Election of Director: Mitchell E. Daniels, Jr. |
| Management |
| For |
| For |
|
1d. |
| Election of Director: Marcela E. Donadio |
| Management |
| For |
| For |
|
1e. |
| Election of Director: Thomas C. Kelleher |
| Management |
| For |
| For |
|
1f. |
| Election of Director: Steven F. Leer |
| Management |
| For |
| For |
|
1g. |
| Election of Director: Michael D. Lockhart |
| Management |
| For |
| For |
|
1h. |
| Election of Director: Amy E. Miles |
| Management |
| For |
| For |
|
1i. |
| Election of Director: Jennifer F. Scanlon |
| Management |
| For |
| For |
|
1j. |
| Election of Director: James A. Squires |
| Management |
| For |
| For |
|
1k. |
| Election of Director: John R. Thompson |
| Management |
| For |
| For |
|
2. |
| Ratification of the appointment of KPMG LLP, independent registered public accounting firm, as Norfolk Southern’s independent auditors for the year ending December 31, 2019. |
| Management |
| For |
| For |
|
3. |
| Approval of advisory resolution on executive compensation, as disclosed in the proxy statement for the 2019 Annual Meeting of Shareholders. |
| Management |
| For |
| For |
|
4. |
| If properly presented at the meeting, a shareholder proposal regarding simple majority vote. |
| Shareholder |
| Against |
| For |
|
PROGRESS SOFTWARE CORPORATION
Security | 743312100 | Meeting Type | Annual |
Ticker Symbol | PRGS | Meeting Date | 09-May-2019 |
ISIN | US7433121008 | Agenda | 934983570 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
| |
1 |
| DIRECTOR |
| Management |
|
|
|
|
| |
|
| 1 | Paul T. Dacier |
|
|
| For |
| For |
|
|
| 2 | John R. Egan |
|
|
| For |
| For |
|
|
| 3 | Rainer Gawlick |
|
|
| For |
| For |
|
|
| 4 | Yogesh Gupta |
|
|
| For |
| For |
|
|
| 5 | Charles F. Kane |
|
|
| For |
| For |
|
|
| 6 | Samskriti Y. King |
|
|
| For |
| For |
|
|
| 7 | David A. Krall |
|
|
| For |
| For |
|
|
| 8 | Angela T. Tucci |
|
|
| For |
| For |
|
2. |
| To approve, on an advisory basis, the compensation of Progress Software Corporation’s named executive officers. |
| Management |
| For |
| For |
| |
3. |
| To ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2019. |
| Management |
| For |
| For |
|
ARCONIC INC
Security | 03965L100 | Meeting Type | Annual |
Ticker Symbol | ARNC | Meeting Date | 14-May-2019 |
ISIN | US03965L1008 | Agenda | 934970244 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1a. |
| Election of Director to Serve for a One-Year Term Expiring in 2020: James F. Albaugh |
| Management |
| For |
| For |
|
1b. |
| Election of Director to Serve for a One-Year Term Expiring in 2020: Amy E. Alving |
| Management |
| For |
| For |
|
1c. |
| Election of Director to Serve for a One-Year Term Expiring in 2020: Christopher L. Ayers |
| Management |
| For |
| For |
|
1d. |
| Election of Director to Serve for a One-Year Term Expiring in 2020: Elmer L. Doty |
| Management |
| For |
| For |
|
1e. |
| Election of Director to Serve for a One-Year Term Expiring in 2020: Rajiv L. Gupta |
| Management |
| For |
| For |
|
1f. |
| Election of Director to Serve for a One-Year Term Expiring in 2020: Sean O. Mahoney |
| Management |
| For |
| For |
|
1g. |
| Election of Director to Serve for a One-Year Term Expiring in 2020: David J. Miller |
| Management |
| For |
| For |
|
1h. |
| Election of Director to Serve for a One-Year Term Expiring in 2020: E. Stanley O’Neal |
| Management |
| For |
| For |
|
1i. |
| Election of Director to Serve for a One-Year Term Expiring in 2020: John C. Plant |
| Management |
| For |
| For |
|
1j. |
| Election of Director to Serve for a One-Year Term Expiring in 2020: Ulrich R. Schmidt |
| Management |
| For |
| For |
|
2. |
| Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2019. |
| Management |
| For |
| For |
|
3. |
| Approve, on an advisory basis, executive compensation. |
| Management |
| For |
| For |
|
4. |
| Approval of 2013 Arconic Stock Incentive Plan, as Amended and Restated. |
| Management |
| For |
| For |
|
5. |
| Shareholder proposal regarding shareholding threshold to call special shareowner meeting. |
| Shareholder |
| Against |
| For |
|
WYNDHAM HOTELS & RESORTS, INC.
Security | 98311A105 | Meeting Type | Annual |
Ticker Symbol | WH | Meeting Date | 14-May-2019 |
ISIN | US98311A1051 | Agenda | 934967312 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
| |
1. |
| DIRECTOR |
| Management |
|
|
|
|
| |
|
| 1 | Mukul V. Deoras |
|
|
| For |
| For |
|
|
| 2 | Brian Mulroney |
|
|
| For |
| For |
|
2. |
| To vote on an advisory resolution to approve our executive compensation |
| Management |
| For |
| For |
| |
3. |
| To vote on an advisory resolution on the frequency of the advisory vote on our executive compensation |
| Management |
| 1 Year |
| For |
| |
4. |
| To vote on a proposal to ratify the appointment of Deloitte & Touche LLP to serve as our independent registered public accounting firm for fiscal year 2019 |
| Management |
| For |
| For |
|
TENNECO INC.
Security | 880349105 | Meeting Type | Annual |
Ticker Symbol | TEN | Meeting Date | 15-May-2019 |
ISIN | US8803491054 | Agenda | 934966459 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1a. |
| Election of Director: SungHwan Cho |
| Management |
| For |
| For |
|
1b. |
| Election of Director: Thomas C. Freyman |
| Management |
| For |
| For |
|
1c. |
| Election of Director: Denise Gray |
| Management |
| For |
| For |
|
1d. |
| Election of Director: Brian J. Kesseler |
| Management |
| For |
| For |
|
1e. |
| Election of Director: Dennis J. Letham |
| Management |
| For |
| For |
|
1f. |
| Election of Director: James S. Metcalf |
| Management |
| For |
| For |
|
1g. |
| Election of Director: Roger B. Porter |
| Management |
| For |
| For |
|
1h. |
| Election of Director: David B. Price, Jr. |
| Management |
| For |
| For |
|
1i. |
| Election of Director: Gregg M. Sherrill |
| Management |
| For |
| For |
|
1j. |
| Election of Director: Jane L. Warner |
| Management |
| For |
| For |
|
1k. |
| Election of Director: Roger J. Wood |
| Management |
| For |
| For |
|
2. |
| Ratify the appointment of PricewaterhouseCoopers LLP as independent public accountants for 2019. |
| Management |
| For |
| For |
|
3. |
| Approve executive compensation in an advisory vote. |
| Management |
| For |
| For |
|
TRIBUNE PUBLISHING COMPANY
Security | 89609W107 | Meeting Type | Annual |
Ticker Symbol | TPCO | Meeting Date | 15-May-2019 |
ISIN | US89609W1071 | Agenda | 934964493 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
| |
1. |
| DIRECTOR |
| Management |
|
|
|
|
| |
|
| 1 | Carol Crenshaw |
|
|
| For |
| For |
|
|
| 2 | David Dreier |
|
|
| For |
| For |
|
|
| 3 | Philip G. Franklin |
|
|
| For |
| For |
|
|
| 4 | Eddy W. Hartenstein |
|
|
| For |
| For |
|
|
| 5 | Timothy P. Knight |
|
|
| For |
| For |
|
|
| 6 | Richard A. Reck |
|
|
| For |
| For |
|
2. |
| Approve, on an advisory basis, the compensation of the Company’s named executive officers for 2018 |
| Management |
| For |
| For |
| |
3. |
| Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 29, 2019 |
| Management |
| For |
| For |
|
HERC HOLDINGS INC.
Security | 42704L104 | Meeting Type | Annual |
Ticker Symbol | HRI | Meeting Date | 16-May-2019 |
ISIN | US42704L1044 | Agenda | 934958022 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1a. |
| Election of Director: Herbert L. Henkel |
| Management |
| For |
| For |
|
1b. |
| Election of Director: Lawrence H. Silber |
| Management |
| For |
| For |
|
1c. |
| Election of Director: James H. Browning |
| Management |
| For |
| For |
|
1d. |
| Election of Director: Patrick D. Campbell |
| Management |
| For |
| For |
|
1e. |
| Election of Director: Nicholas F. Graziano |
| Management |
| For |
| For |
|
1f. |
| Election of Director: Jean K. Holley |
| Management |
| For |
| For |
|
1g. |
| Election of Director: Jacob M. Katz |
| Management |
| For |
| For |
|
1h. |
| Election of Director: Michael A. Kelly |
| Management |
| For |
| For |
|
1i. |
| Election of Director: Courtney Mather |
| Management |
| For |
| For |
|
1j. |
| Election of Director: Louis J. Pastor |
| Management |
| For |
| For |
|
1k. |
| Election of Director: Mary Pat Salomone |
| Management |
| For |
| For |
|
2. |
| Approval, by a non-binding advisory vote, of the named executive officers’ compensation. |
| Management |
| For |
| For |
|
3. |
| Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2019. |
| Management |
| For |
| For |
|
LEAR CORPORATION
Security | 521865204 | Meeting Type | Annual |
Ticker Symbol | LEA | Meeting Date | 16-May-2019 |
ISIN | US5218652049 | Agenda | 934961966 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1a. |
| Election of Director: Thomas P. Capo |
| Management |
| For |
| For |
|
1b. |
| Election of Director: Mei-Wei Cheng |
| Management |
| For |
| For |
|
1c. |
| Election of Director: Jonathan F. Foster |
| Management |
| For |
| For |
|
1d. |
| Election of Director: Mary Lou Jepsen |
| Management |
| For |
| For |
|
1e. |
| Election of Director: Kathleen A. Ligocki |
| Management |
| For |
| For |
|
1f. |
| Election of Director: Conrad L. Mallett, Jr. |
| Management |
| For |
| For |
|
1g. |
| Election of Director: Raymond E. Scott |
| Management |
| For |
| For |
|
1h. |
| Election of Director: Gregory C. Smith |
| Management |
| For |
| For |
|
1i. |
| Election of Director: Henry D.G. Wallace |
| Management |
| For |
| For |
|
2. |
| Ratification of the retention of Ernst & Young LLP as our independent registered public accounting firm for 2019. |
| Management |
| For |
| For |
|
3. |
| Advisory vote to approve Lear Corporation’s executive compensation. |
| Management |
| For |
| For |
|
4. |
| Vote to approve Lear Corporation’s 2019 Long-Term Stock Incentive Plan. |
| Management |
| For |
| For |
|
CONDUENT INCORPORATED
Security | 206787103 | Meeting Type | Annual |
Ticker Symbol | CNDT | Meeting Date | 21-May-2019 |
ISIN | US2067871036 | Agenda | 934980461 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1.1 |
| Election of Director: Nicholas Graziano |
| Management |
| Abstain |
|
|
|
1.2 |
| Election of Director: Joie Gregor |
| Management |
| Abstain |
|
|
|
1.3 |
| Election of Director: Scott Letier |
| Management |
| Abstain |
|
|
|
1.4 |
| Election of Director: Jesse A. Lynn |
| Management |
| Abstain |
|
|
|
1.5 |
| Election of Director: Courtney Mather |
| Management |
| Abstain |
|
|
|
1.6 |
| Election of Director: Michael A. Nutter |
| Management |
| Abstain |
|
|
|
1.7 |
| Election of Director: William G. Parrett |
| Management |
| Abstain |
|
|
|
1.8 |
| Election of Director: Ashok Vemuri |
| Management |
| Abstain |
|
|
|
1.9 |
| Election of Director: Virginia M. Wilson |
| Management |
| Abstain |
|
|
|
2. |
| Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm. |
| Management |
| Abstain |
|
|
|
3. |
| Approve, on an advisory basis, the 2018 compensation of our named executive officers. |
| Management |
| Abstain |
|
|
|
XEROX CORPORATION
Security | 984121608 | Meeting Type | Annual |
Ticker Symbol | XRX | Meeting Date | 21-May-2019 |
ISIN | US9841216081 | Agenda | 935010138 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1. |
| Adopt the Agreement and Plan of Merger to implement the Holding Company reorganization. |
| Management |
| For |
| For |
|
2.1 |
| Election of Director: Keith Cozza |
| Management |
| For |
| For |
|
2.2 |
| Election of Director: Jonathan Christodoro |
| Management |
| For |
| For |
|
2.3 |
| Election of Director: Joseph J. Echevarria |
| Management |
| For |
| For |
|
2.4 |
| Election of Director: Nicholas Graziano |
| Management |
| For |
| For |
|
2.5 |
| Election of Director: Cheryl Gordon Krongard |
| Management |
| For |
| For |
|
2.6 |
| Election of Director: Scott Letier |
| Management |
| For |
| For |
|
2.7 |
| Election of Director: Giovanni (“John”) Visentin |
| Management |
| For |
| For |
|
3. |
| Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2019. |
| Management |
| For |
| For |
|
4. |
| Approval, on an advisory basis, of the 2018 compensation of our named executive officers. |
| Management |
| For |
| For |
|
5. |
| Authorize the amendment of the restated certificate of incorporation to implement a majority voting standard for certain corporate actions. |
| Management |
| For |
| For |
|
6. |
| Authorize the adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes to approve the foregoing proposals. |
| Management |
| For |
| For |
|
7. |
| Shareholder proposal regarding a Simple Majority Vote requirement. |
| Shareholder |
| For |
| For |
|
THE HOME DEPOT, INC.
Security | 437076102 | Meeting Type | Annual |
Ticker Symbol | HD | Meeting Date | 23-May-2019 |
ISIN | US4370761029 | Agenda | 934976157 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1a. |
| Election of Director: Gerard J. Arpey |
| Management |
| For |
| For |
|
1b. |
| Election of Director: Ari Bousbib |
| Management |
| For |
| For |
|
1c. |
| Election of Director: Jeffery H. Boyd |
| Management |
| For |
| For |
|
1d. |
| Election of Director: Gregory D. Brenneman |
| Management |
| For |
| For |
|
1e. |
| Election of Director: J. Frank Brown |
| Management |
| For |
| For |
|
1f. |
| Election of Director: Albert P. Carey |
| Management |
| For |
| For |
|
1g. |
| Election of Director: Helena B. Foulkes |
| Management |
| For |
| For |
|
1h. |
| Election of Director: Linda R. Gooden |
| Management |
| For |
| For |
|
1i. |
| Election of Director: Wayne M. Hewett |
| Management |
| For |
| For |
|
1j. |
| Election of Director: Manuel Kadre |
| Management |
| For |
| For |
|
1k. |
| Election of Director: Stephanie C. Linnartz |
| Management |
| For |
| For |
|
1l. |
| Election of Director: Craig A. Menear |
| Management |
| For |
| For |
|
2. |
| Ratification of the Appointment of KPMG LLP |
| Management |
| For |
| For |
|
3. |
| Advisory Vote to Approve Executive Compensation (“Say-on-Pay”) |
| Management |
| For |
| For |
|
4. |
| Shareholder Proposal Regarding EEO-1 Disclosure |
| Shareholder |
| Against |
| For |
|
5. |
| Shareholder Proposal to Reduce the Threshold to Call Special Shareholder Meetings to 10% of Outstanding Shares |
| Shareholder |
| Against |
| For |
|
6. |
| Shareholder Proposal Regarding Report on Prison Labor in the Supply Chain |
| Shareholder |
| Against |
| For |
|
DOLLAR GENERAL CORPORATION
Security | 256677105 | Meeting Type | Annual |
Ticker Symbol | DG | Meeting Date | 29-May-2019 |
ISIN | US2566771059 | Agenda | 934975749 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1a. |
| Election of Director: Warren F. Bryant |
| Management |
| For |
| For |
|
1b. |
| Election of Director: Michael M. Calbert |
| Management |
| For |
| For |
|
1c. |
| Election of Director: Sandra B. Cochran |
| Management |
| For |
| For |
|
1d. |
| Election of Director: Patricia D. Fili-Krushel |
| Management |
| For |
| For |
|
1e. |
| Election of Director: Timothy I. McGuire |
| Management |
| For |
| For |
|
1f. |
| Election of Director: William C. Rhodes, III |
| Management |
| For |
| For |
|
1g. |
| Election of Director: Ralph E. Santana |
| Management |
| For |
| For |
|
1h. |
| Election of Director: Todd J. Vasos |
| Management |
| For |
| For |
|
2. |
| To approve, on an advisory (non-binding) basis, the compensation of Dollar General Corporation’s named executive officers as disclosed in the proxy statement. |
| Management |
| For |
| For |
|
3. |
| To ratify the appointment of Ernst & Young LLP as Dollar General Corporation’s independent registered public accounting firm for fiscal 2019. |
| Management |
| For |
| For |
|
NETGEAR, INC.
Security | 64111Q104 | Meeting Type | Annual |
Ticker Symbol | NTGR | Meeting Date | 30-May-2019 |
ISIN | US64111Q1040 | Agenda | 934999408 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1A. |
| Election of Director: Patrick C.S. Lo |
| Management |
| For |
| For |
|
1B. |
| Election of Director: Jef T. Graham |
| Management |
| For |
| For |
|
1C. |
| Election of Director: Bradley L. Maiorino |
| Management |
| For |
| For |
|
1D. |
| Election of Director: Janice M. Roberts |
| Management |
| For |
| For |
|
1E. |
| Election of Director: Gregory J. Rossmann |
| Management |
| For |
| For |
|
1F. |
| Election of Director: Barbara V. Scherer |
| Management |
| For |
| For |
|
1G. |
| Election of Director: Thomas H. Waechter |
| Management |
| For |
| For |
|
2. |
| Proposal to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019. |
| Management |
| For |
| For |
|
3. |
| Proposal to approve, on a non-binding advisory basis, a resolution approving the compensation of our Named Executive Officers in the Proxy Statement. |
| Management |
| For |
| For |
|
LYONDELLBASELL INDUSTRIES N.V.
Security | N53745100 | Meeting Type | Annual |
Ticker Symbol | LYB | Meeting Date | 31-May-2019 |
ISIN | NL0009434992 | Agenda | 935028589 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1a. |
| Election of Director: Jacques Aigrain |
| Management |
| For |
| For |
|
1b. |
| Election of Director: Lincoln Benet |
| Management |
| For |
| For |
|
1c. |
| Election of Director: Jagjeet (Jeet) Bindra |
| Management |
| For |
| For |
|
1d. |
| Election of Director: Robin Buchanan |
| Management |
| For |
| For |
|
1e. |
| Election of Director: Stephen Cooper |
| Management |
| For |
| For |
|
1f. |
| Election of Director: Nance Dicciani |
| Management |
| For |
| For |
|
1g. |
| Election of Director: Claire Farley |
| Management |
| For |
| For |
|
1h. |
| Election of Director: Isabella (Bella) Goren |
| Management |
| For |
| For |
|
1i. |
| Election of Director: Michael Hanley |
| Management |
| For |
| For |
|
1j. |
| Election of Director: Albert Manifold |
| Management |
| For |
| For |
|
1k. |
| Election of Director: Bhavesh (Bob) Patel |
| Management |
| For |
| For |
|
1l. |
| Election of Director: Rudy van der Meer |
| Management |
| For |
| For |
|
2. |
| Discharge of Executive Director and Members of the (Prior) Management Board from Liability. |
| Management |
| For |
| For |
|
3. |
| Discharge of Non-Executive Directors and Members of the (Prior) Supervisory Board from Liability. |
| Management |
| For |
| For |
|
4. |
| Adoption of 2018 Dutch Statutory Annual Accounts. |
| Management |
| For |
| For |
|
5. |
| Appointment of PricewaterhouseCoopers Accountants N.V. as the Auditor of our 2019 Dutch Statutory Annual Accounts. |
| Management |
| For |
| For |
|
6. |
| Ratification of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm. |
| Management |
| For |
| For |
|
7. |
| Advisory Vote Approving Executive Compensation (Say-on-Pay). |
| Management |
| For |
| For |
|
8. |
| Ratification and Approval of Dividends. |
| Management |
| For |
| For |
|
9. |
| Authorization to Conduct Share Repurchases. |
| Management |
| For |
| For |
|
10. |
| Amendment of Long Term Incentive Plan. |
| Management |
| For |
| For |
|
VISTEON CORPORATION
Security | 92839U206 | Meeting Type | Annual |
Ticker Symbol | VC | Meeting Date | 05-Jun-2019 |
ISIN | US92839U2069 | Agenda | 935005973 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1a. |
| Election of Director: James J. Barrese |
| Management |
| For |
| For |
|
1b. |
| Election of Director: Naomi M. Bergman |
| Management |
| For |
| For |
|
1c. |
| Election of Director: Jeffrey D. Jones |
| Management |
| For |
| For |
|
1d. |
| Election of Director: Sachin S. Lawande |
| Management |
| For |
| For |
|
1e. |
| Election of Director: Joanne M. Maguire |
| Management |
| For |
| For |
|
1f. |
| Election of Director: Robert J. Manzo |
| Management |
| For |
| For |
|
1g. |
| Election of Director: Francis M. Scricco |
| Management |
| For |
| For |
|
1h. |
| Election of Director: David L. Treadwell |
| Management |
| For |
| For |
|
1i. |
| Election of Director: Harry J. Wilson |
| Management |
| For |
| For |
|
1j. |
| Election of Director: Rouzbeh Yassini-Fard |
| Management |
| For |
| For |
|
2. |
| Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2019. |
| Management |
| For |
| For |
|
3. |
| Provide advisory approval of the Company’s executive compensation. |
| Management |
| For |
| For |
|
PARATEK PHARMACEUTICALS, INC.
Security | 699374302 | Meeting Type | Annual |
Ticker Symbol | PRTK | Meeting Date | 12-Jun-2019 |
ISIN | US6993743029 | Agenda | 935012411 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
| |
1. |
| DIRECTOR |
| Management |
|
|
|
|
| |
|
| 1 | Thomas J. Dietz, Ph.D. |
|
|
| For |
| For |
|
|
| 2 | Timothy R. Franson, M.D |
|
|
| For |
| For |
|
|
| 3 | Evan Loh, M.D. |
|
|
| For |
| For |
|
2. |
| To ratify the selection by the Audit Committee of the Board of Directors of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2019. |
| Management |
| For |
| For |
|
FIVE BELOW, INC.
Security | 33829M101 | Meeting Type | Annual |
Ticker Symbol | FIVE | Meeting Date | 18-Jun-2019 |
ISIN | US33829M1018 | Agenda | 935022208 - Management |
Item |
| Proposal |
| Proposed |
| Vote |
| For/Against |
|
1a. |
| Election of Director: Catherine E. Buggeln |
| Management |
| For |
| For |
|
1b. |
| Election of Director: Michael F. Devine III |
| Management |
| For |
| For |
|
1c. |
| Election of Director: Ronald L. Sargent |
| Management |
| For |
| For |
|
2. |
| To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the current fiscal year ending February 1, 2020. |
| Management |
| For |
| For |
|
3. |
| To approve, by non-binding advisory vote, the Company’s Named Executive Officer compensation. |
| Management |
| For |
| For |
|
4. |
| Non-binding advisory vote, on whether the frequency of the shareholder vote on our executive compensation should be every 1, 2 or 3 years. |
| Management |
| 3 Years |
| For |
|
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| The Arbitrage Funds | |
|
|
|
|
|
|
| By: | /s/ John S. Orrico |
|
| John S. Orrico |
|
| President (Principal Executive Officer) |
|
|
|
| Date: | August 6, 2019 |