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, 2020 - June 30, 2021
Item 1 – Proxy Voting Record.
THE ARBITRAGE FUND
Investment Company Report
MASMOVIL IBERCOM SA
Security | E7386C164 | Meeting Type | Ordinary General Meeting |
Ticker Symbol | MAS | Meeting Date | 08-Jul-2020 |
ISIN | ES0184696104 | Agenda | 712797969 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
CMMT | PLEASE NOTE IN THE EVENT THE MEETING DOES NOT REACH QUORUM, THERE WILL BE A-SECOND CALL ON 09TH JULY 2020. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL- REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. THANK YOU' | Non-Voting | |||||||||
1 | EXAMINATION AND, IF APPROPRIATE, APPROVAL OF THE INDIVIDUAL ANNUAL ACCOUNTS (BALANCE SHEET, PROFIT AND LOSS ACCOUNT, STATEMENT OF THE CHANGES IN THE NET EQUITY, CASH FLOW STATEMENT AND NOTES) AND THE INDIVIDUAL MANAGEMENT REPORT WITH RESPECT TO THE FINANCIAL YEAR ENDED ON DECEMBER 31ST, 2019 | Management | For | For | For | ||||||
2 | EXAMINATION AND, IF APPROPRIATE, APPROVAL OF THE CONSOLIDATED ANNUAL ACCOUNTS (CONSOLIDATED STATEMENT OF FINANCIAL POSITION, CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME, CONSOLIDATED STATEMENT OF CHANGES IN THE NET EQUITY, CONSOLIDATED CASH FLOW STATEMENT AND CONSOLIDATED NOTES) AND CONSOLIDATED MANAGEMENT REPORT OF THE COMPANY AND ITS AFFILIATES WITH RESPECT TO THE FINANCIAL YEAR ENDED ON DECEMBER 31ST, 2019 | Management | For | For | For | ||||||
3 | EXAMINATION AND, IF APPROPRIATE, APPROVAL OF THE CONSOLIDATED STATEMENT OF NON-FINANCIAL INFORMATION WITH RESPECT TO THE FINANCIAL YEAR ENDED ON DECEMBER 31ST, 2019 | Management | For | For | For | ||||||
4 | EXAMINATION AND, IF APPROPRIATE, APPROVAL OF THE PROPOSAL OF APPLICATION OF THE COMPANY'S RESULTS OF THE FINANCIAL YEAR ENDED ON DECEMBER 31ST, 2019 | Management | For | For | For | ||||||
5 | EXAMINATION AND, IF APPROPRIATE, APPROVAL OF THE MANAGEMENT OF THE BOARD OF DIRECTORS DURING THE FINANCIAL YEAR ENDED ON DECEMBER 31ST, 2019 | Management | For | For | For | ||||||
6 | REELECTION OF KPMG AUDITORES, S.L. AS AUDITORS OF THE COMPANY AND ITS CONSOLIDATED GROUP FOR THE FINANCIAL YEAR 2020 | Management | For | For | For | ||||||
7.1 | REELECTION OF MR. JOHN CARL HAHN AS PROPRIETARY DIRECTOR | Management | For | For | For | ||||||
7.2 | REELECTION OF MR. BORJA FERNANDEZ ESPEJEL AS INDEPENDENT DIRECTOR | Management | For | For | For | ||||||
7.3 | REELECTION OF MS. PILAR ZULUETA DE OYA AS INDEPENDENT DIRECTOR | Management | For | For | For | ||||||
7.4 | RATIFICATION OF THE APPOINTMENT OF MS. CRISTINA ALDAMIZ- ECHEVARRIA GONZALEZ DE DURANA AS INDEPENDENT DIRECTOR, APPOINTED BY COOPTATION BY RESOLUTION OF THE BOARD OF DECEMBER 27TH, 2019 | Management | For | For | For | ||||||
8 | APPROVAL, IN ACCORDANCE WITH ARTICLES 219 OF THE SPANISH CORPORATE ENTERPRISES ACT AND 38 OF THE BY-LAWS, OF A SHARES APPRECIATION RIGHTS' PLAN IN FAVOUR OF THE CHIEF EXECUTIVE OFFICER, MANAGEMENT TEAM AND EMPLOYEES OF GRUPO MASMOVIL | Management | For | For | For | ||||||
9 | AMENDMENT OF THE DIRECTORS' REMUNERATION POLICY FOR THE FINANCIAL YEARS 2018, 2019 Y 2020 | Management | For | For | For | ||||||
10 | APPROVAL OF THE DIRECTORS' REMUNERATION POLICY FOR THE FINANCIAL YEARS 2021, 2022 AND 2023 | Management | For | For | For | ||||||
11 | CONSULTATIVE VOTE ON THE ANNUAL REPORT ON DIRECTORS' REMUNERATION FOR THE FINANCIAL YEAR ENDED ON DECEMBER 31ST, 2019 | Management | For | For | For | ||||||
12.1 | AMENDMENT OF ARTICLE 22 ("ATTENDANCE AT MEETINGS") | Management | For | For | For | ||||||
12.2 | AMENDMENT OF ARTICLE 23 ("REPRESENTATION") | Management | For | For | For | ||||||
13 | APPROVAL OF THE ADDITION OF A NEW ARTICLE 12 BIS ("ATTENDANCE AT THE GENERAL MEETING THROUGH REAL-TIME REMOTE PROCEDURES") OF THE REGULATIONS OF THE GENERAL SHAREHOLDERS' MEETING | Management | For | For | For | ||||||
14 | AUTHORISATION TO THE BOARD OF DIRECTORS TO AGREE SHARE CAPITAL INCREASES, IN ACCORDANCE WITH ARTICLES 297.1.B) AND 506 OF THE SPANISH CORPORATE ENTERPRISES ACT, WITH THE LIMIT OF 20% OF THE CURRENT SHARE CAPITAL, WITHIN THE LEGAL PERIOD OF FIVE YEARS FROM THE DATE OF THIS MEETING, IN ONE OR SEVERAL TRANCHES, AND WITH THE AUTHORISATION TO EXCLUDE THE SHAREHOLDERS' PREEMPTIVE RIGHTS TO SUBSCRIPTION. REVOCATION OF THE AUTHORISATION GRANTED BY THE ORDINARY GENERAL SHAREHOLDERS' MEETING OF JUNE 22ND, 2017 FOR THOSE PARTS YET TO BE COMPLETED | Management | For | For | For | ||||||
15 | AUTHORISATION TO SHORTEN THE PERIOD FOR CALLING EXTRAORDINARY GENERAL MEETINGS, IN ACCORDANCE WITH THE PROVISIONS OF ARTICLE 515 OF THE SPANISH CORPORATE ENTERPRISES ACT | Management | For | For | For | ||||||
16 | RATIFICATION, PURSUANT TO THE PROVISIONS OF ARTICLE 160.F) OF THE SPANISH CORPORATE ENTERPRISES ACT, OF THE PLEDGE GRANTED OVER THE SHARES OF THE WHOLLY-OWNED SUBSIDIARY OF MASMOVIL IBERCOM, S.A., THAT IS, MASMOVIL PHONE & INTERNET, S.A.U., AS WELL AS ALL EXTENSIONS OF THE AFOREMENTIONED PLEDGE, AND APPROVAL OF THE WAIVER OF SELF- CONTRACTING, MULTIPLE REPRESENTATION AND CONFLICT OF INTERESTS WITH RESPECT TO ANY IRREVOCABLE POWERS OF ATTORNEY GRANTED AND TO BE GRANTED CONCERNING THE AFOREMENTIONED PLEDGE OF SHARES | Management | For | For | For | ||||||
17 | DELEGATION OF POWERS FOR THE FORMALIZATION, REMEDY, REGISTRATION, INTERPRETATION, DEVELOPMENT AND EXECUTION OF THE RESOLUTIONS ADOPTED BY THE GENERAL MEETING AND POWER OF ATTORNEY TO FORMALIZE THE DEPOSIT OF THE ANNUAL ACCOUNTS | Management | For | For | For |
E*TRADE FINANCIAL CORPORATION
Security | 269246401 | Meeting Type | Special |
Ticker Symbol | ETFC | Meeting Date | 17-Jul-2020 |
ISIN | US2692464017 | Agenda | 935240298 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | Proposal to adopt the Agreement and Plan of Merger, dated as of February 20, 2020 (as it may be amended from time to time, the "merger agreement"), by and among Morgan Stanley, Moon-Eagle Merger Sub, Inc. and E*TRADE Financial Corporation ("E*TRADE"). | Management | For | For | For | ||||||
2. | Proposal to approve, on an advisory (non- binding) basis, certain compensation that may be paid or become payable to E*TRADE's named executive officers in connection with the merger. | Management | For | For | For | ||||||
3. | Proposal to adjourn the E*TRADE special meeting, if necessary or appropriate, to solicit additional proxies in favor of the merger agreement proposal if there are not sufficient votes at the time of such adjournment to adopt the merger agreement. | Management | For | For | For |
CAESARS ENTERTAINMENT CORPORATION
Security | 127686103 | Meeting Type | Annual |
Ticker Symbol | CZR | Meeting Date | 24-Jul-2020 |
ISIN | US1276861036 | Agenda | 935241860 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1A. | Election of Director: Thomas Benninger | Management | Abstain | For | Against | ||||||
1B. | Election of Director: Jan Jones Blackhurst | Management | Abstain | For | Against | ||||||
1C. | Election of Director: Juliana Chugg | Management | Abstain | For | Against | ||||||
1D. | Election of Director: Denise Clark | Management | Abstain | For | Against | ||||||
1E. | Election of Director: Keith Cozza | Management | Abstain | For | Against | ||||||
1F. | Election of Director: John Dionne | Management | Abstain | For | Against | ||||||
1G. | Election of Director: James Hunt | Management | Abstain | For | Against | ||||||
1H. | Election of Director: Don Kornstein | Management | Abstain | For | Against | ||||||
1I. | Election of Director: Courtney Mather | Management | Abstain | For | Against | ||||||
1J. | Election of Director: James Nelson | Management | Abstain | For | Against | ||||||
1K. | Election of Director: Anthony Rodio | Management | Abstain | For | Against | ||||||
2. | To approve, on an advisory, non-binding basis, named executive officer compensation. | Management | Abstain | For | Against | ||||||
3. | To ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the year ending December 31, 2020. | Management | Abstain | For | Against |
TAUBMAN CENTERS, INC.
Security | 876664103 | Meeting Type | Annual |
Ticker Symbol | TCO | Meeting Date | 28-Jul-2020 |
ISIN | US8766641034 | Agenda | 935246240 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | |||||||
1. | DIRECTOR | Management | ||||||||||
1 | Mayree C. Clark | For | For | For | ||||||||
2 | Michael J. Embler | For | For | For | ||||||||
3 | Janice L. Fields | For | For | For | ||||||||
4 | Michelle J. Goldberg | For | For | For | ||||||||
5 | Nancy Killefer | For | For | For | ||||||||
6 | Cia Buckley Marakovits | For | For | For | ||||||||
7 | Robert S. Taubman | For | For | For | ||||||||
8 | Ronald W. Tysoe | For | For | For | ||||||||
9 | Myron E. Ullman, III | For | For | For | ||||||||
2. | Ratification of the appointment of KPMG LLP as the independent registered public accounting firm for the year ending December 31, 2020. | Management | For | For | For | |||||||
3. | Advisory approval of the named executive officer compensation. | Management | For | For | For |
PACIFIC BIOSCIENCES OF CALIFORNIA, INC.
Security | 69404D108 | Meeting Type | Annual |
Ticker Symbol | PACB | Meeting Date | 04-Aug-2020 |
ISIN | US69404D1081 | Agenda | 935242189 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1.1 | Election Of Class I Director: Christian O. Henry | Management | For | For | For | ||||||
1.2 | Election Of Class I Director: John F. Milligan, Ph.D. | Management | For | For | For | ||||||
1.3 | Election Of Class I Director: Lucy Shapiro, Ph.D | Management | For | For | For | ||||||
2. | Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2020. | Management | For | For | For | ||||||
3. | Advisory approval of the Company's executive compensation. | Management | For | For | For | ||||||
4. | Approval of the Company's 2020 Equity Incentive Plan. | Management | For | For | For |
ADVANCED DISPOSAL SERVICES INC.
Security | 00790X101 | Meeting Type | Special |
Ticker Symbol | ADSW | Meeting Date | 25-Aug-2020 |
ISIN | US00790X1019 | Agenda | 935255578 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To adopt the Agreement and Plan of Merger, dated as of April 14, 2019, as amended by Amendment No. 1 thereto, dated as of June 24, 2020, as may be further amended from time to time (the amended merger agreement), 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 (the merger). | Management | Abstain | For | Against | ||||||
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 amended merger agreement. | Management | Abstain | For | Against | ||||||
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 amended merger agreement. | Management | Abstain | For | Against |
WILLIS TOWERS WATSON PLC
Security | G96629103 | Meeting Type | Special |
Ticker Symbol | WLTW | Meeting Date | 26-Aug-2020 |
ISIN | IE00BDB6Q211 | Agenda | 935249234 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | Ordinary Resolution to approve the scheme, as described in the joint proxy statement, in its original form or with or subject to any modification(s), addition(s) or condition(s) approved or imposed by the High Court of Ireland, and to authorize the directors of WTW to take all such actions as they consider necessary or appropriate for carrying the scheme into effect. | Management | For | For | For | ||||||
2. | Special Resolution to amend the constitution of WTW, referred to as the "WTW Constitution," so that any WTW Shares that are issued on or after the WTW Voting Record Time will either be subject to the terms of the scheme or will be immediately and automatically acquired by Aon for the scheme consideration. | Management | For | For | For | ||||||
3. | Ordinary Resolution to approve, on a non- binding, advisory basis, specified compensatory arrangements between WTW and its named executive officers relating to the transaction. | Management | For | For | For | ||||||
4. | Ordinary Resolution to approve any motion by the chairman of the WTW EGM to adjourn the WTW EGM, or any adjournments thereof, to solicit additional proxies in favour of the approval of the resolutions if there are insufficient votes at the time of the WTW EGM to approve resolutions 1 and 2. | Management | For | For | For |
WILLIS TOWERS WATSON PLC
Security | G96629111 | Meeting Type | Special |
Ticker Symbol | WLTW | Meeting Date | 26-Aug-2020 |
ISIN | IE00B4XGY116 | Agenda | 935249246 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To approve the scheme, as described in the joint proxy statement, in its original form or with or subject to any modification(s), addition(s) or condition(s) approved or imposed by the High Court of Ireland. | Management | For | For | For |
Water Island Diversified Event-Driven Fund
Security | 03875R403 | Meeting Type | Unanimous Written Consent in lieu of a Special Meeting |
Ticker Symbol | AEDNX | Consent Date | 7-Sep-20 |
ISIN | 03875R403 | Agenda | N/A |
Item | Proposal | Proposed by | Vote | For/Against Management | |||||
1. | REQUEST THAT ARBITRAGE FUND, AS OWNER OF 61.94% OF THE OUTSTANDING VOTING SECURITIES OF THE WATER ISLAND DIVERSIFIED EVENT-DRIVEN FUND AS OF JULY 30, 2020, CONSENT TO A CHANGE IN INVESTMENT STATUS OF THE FUND FROM THAT OF A DIVERSIFIED FUND TO THAT OF A NON-DIVERSIFIED FUND UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED. | The Adviser | Consented | For |
58.COM (WUBA)
Security | 31680Q104 | Meeting Type | Special |
Ticker Symbol | WUBA | Meeting Date | 07-Sep-2020 |
ISIN | US31680Q1040 | Agenda | 935261002 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
S1. | IT IS RESOLVED, as a Special Resolution, THAT: the execution, delivery and performance of the agreement and plan of merger, dated as of June 15, 2020 (the "Merger Agreement"), among Quantum Bloom Group Ltd, an exempted company with limited liability incorporated under the laws of the Cayman Islands ("Parent"), Quantum Bloom Company Ltd, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent ("Merger Sub"), ...(due to space limits, see proxy material for full proposal). | Management | Against | For | Against | ||||||
S2. | IT IS RESOLVED, as a Special Resolution, THAT: each of directors and officers of the Company be and are hereby authorized to do all things necessary to give effect to the Merger Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, the Variation of Capital and the Amendment of the M&A. | Management | Against | For | Against | ||||||
O3. | IT IS RESOLVED, as an Ordinary Resolution, THAT: the extraordinary general meeting be adjourned in order to allow the Company to solicit additional proxies in the event that there are insufficient proxies received at the time of the extraordinary general meeting to pass the special resolutions to be proposed at the extraordinary general meeting. | Management | Against | For | Against |
UNILEVER N.V.
Security | 904784709 | Meeting Type | Special |
Ticker Symbol | UN | Meeting Date | 21-Sep-2020 |
ISIN | US9047847093 | Agenda | 935261038 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To amend NV's articles of association in connection with Unification (proposed under agenda item 2). | Management | For | None | |||||||
2. | To approve Unification. | Management | For | None | |||||||
3. | To discharge executive directors. | Management | For | None | |||||||
4. | To discharge non-executive directors. | Management | For | None |
UNILEVER N.V.
Security | 904784709 | Meeting Type | Special |
Ticker Symbol | UN | Meeting Date | 21-Sep-2020 |
ISIN | US9047847093 | Agenda | 935266723 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To amend NV's articles of association in connection with Unification (proposed under agenda item 2). | Management | For | None | |||||||
2. | To approve Unification. | Management | For | None | |||||||
3. | To discharge executive directors. | Management | For | None | |||||||
4. | To discharge non-executive directors. | Management | For | None |
CINCINNATI BELL INC.
Security | 171871502 | Meeting Type | Annual |
Ticker Symbol | CBB | Meeting Date | 24-Sep-2020 |
ISIN | US1718715022 | Agenda | 935257217 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1A. | Election of Director for one-year term expiring in 2021: Meredith J. Ching | Management | For | For | For | ||||||
1B. | Election of Director for one-year term expiring in 2021: Walter A. Dods, Jr. | Management | For | For | For | ||||||
1C. | Election of Director for one-year term expiring in 2021: John W. Eck | Management | For | For | For | ||||||
1D. | Election of Director for one-year term expiring in 2021: Leigh R. Fox | Management | For | For | For | ||||||
1E. | Election of Director for one-year term expiring in 2021: Jakki L. Haussler | Management | For | For | For | ||||||
1F. | Election of Director for one-year term expiring in 2021: Craig F. Maier | Management | For | For | For | ||||||
1G. | Election of Director for one-year term expiring in 2021: Russel P. Mayer | Management | For | For | For | ||||||
1H. | Election of Director for one-year term expiring in 2021: Theodore H. Torbeck | Management | For | For | For | ||||||
1I. | Election of Director for one-year term expiring in 2021: Lynn A. Wentworth | Management | For | For | For | ||||||
1J. | Election of Director for one-year term expiring in 2021: Martin J. Yudkovitz | Management | For | For | For | ||||||
2. | Approval, by a non-binding advisory vote, of our executive officers' compensation. | Management | For | For | For | ||||||
3. | Ratification of our Audit and Finance Committee's appointment of our independent registered public accounting firm for 2020. | Management | For | For | For |
CNX MIDSTREAM PARTNERS LP
Security | 12654A101 | Meeting Type | Consent |
Ticker Symbol | CNXM | Meeting Date | 26-Sep-2020 |
ISIN | US12654A1016 | Agenda | 935269589 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | The undersigned, being a holder of record as of the Record Date of CNXM Limited Partner Interests, hereby consents to and approves, by written consent without a meeting, the Merger Agreement (as defined below) and the transactions contemplated thereby, including the Merger (as defined below). | Management | Against | For | Against |
NATIONAL GENERAL HOLDINGS CORP.
Security | 636220303 | Meeting Type | Special |
Ticker Symbol | NGHC | Meeting Date | 30-Sep-2020 |
ISIN | US6362203035 | Agenda | 935267434 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To adopt the Agreement and Plan of Merger, dated as of July 7, 2020 (as it may be amended from time to time, the "Merger Agreement"), by and among National General Holdings Corp., a Delaware corporation (the "Company"), The Allstate Corporation, a Delaware corporation ("Parent"), and Bluebird Acquisition Corp., a Delaware corporation and an indirect wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which, subject to the satisfaction of customary closing conditions, Merger Sub will be merged with and into the Company (the "Merger"). | Management | For | 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 | 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 | For |
VIVINT SOLAR, INC.
Security | 92854Q106 | Meeting Type | Special |
Ticker Symbol | VSLR | Meeting Date | 01-Oct-2020 |
ISIN | US92854Q1067 | Agenda | 935269503 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To adopt the Agreement and Plan of Merger, dated as of July 6, 2020 (as it may be amended from time to time, the "merger agreement"), by and among Sunrun Inc., Viking Merger Sub, Inc. and Vivint Solar, Inc. ("Vivint Solar") (the "Vivint Solar merger proposal"). | Management | For | For | For | ||||||
2. | To approve, on a non-binding, advisory basis, certain compensation that will or may be paid by Vivint Solar to certain of its named executive officers that is based on or otherwise relates to the merger contemplated by the merger agreement. | Management | For | For | For | ||||||
3. | To adjourn the virtual special meeting of stockholders of Vivint Solar 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 virtual special meeting to approve the Vivint Solar merger proposal. | Management | For | For | For |
METLIFECARE LIMITED
Security | Q6070M105 | Meeting Type | Scheme Meeting |
Ticker Symbol | MET | Meeting Date | 02-Oct-2020 |
ISIN | NZMETE0001S2 | Agenda | 713084971 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1 | THAT THE SCHEME (THE TERMS OF WHICH ARE DESCRIBED IN THE SCHEME BOOKLET) BE APPROVED | Management | For | For | For |
NOBLE ENERGY, INC.
Security | 655044105 | Meeting Type | Special |
Ticker Symbol | NBL | Meeting Date | 02-Oct-2020 |
ISIN | US6550441058 | Agenda | 935267422 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To adopt the Agreement and Plan of Merger, dated as of July 20, 2020 (as may be amended from time to time, the "merger agreement"), by and among Chevron Corporation, Chelsea Merger Sub Inc. and Noble Energy, Inc. ("Noble Energy"). | Management | For | For | For | ||||||
2. | To approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to Noble Energy's named executive officers that is based on or otherwise related to the merger. | Management | For | For | For | ||||||
3. | To 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 | For |
MAXIM INTEGRATED PRODUCTS, INC.
Security | 57772K101 | Meeting Type | Special |
Ticker Symbol | MXIM | Meeting Date | 08-Oct-2020 |
ISIN | US57772K1016 | Agenda | 935270455 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To adopt the Agreement and Plan of Merger, dated as of July 12, 2020 (as it may be amended from time to time, the "Merger Agreement"), by and among Analog Devices, Inc. ("Analog Devices"), Magneto Corp., a Delaware corporation and wholly- owned subsidiary of Analog Devices, and Maxim Integrated Products, Inc. ("Maxim" and, this proposal, the "Maxim merger proposal"). | Management | For | For | For | ||||||
2. | To approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to Maxim's named executive officers that is based on or otherwise relates to the transactions contemplated by the Merger Agreement (the "Maxim compensation proposal"). | Management | For | For | For | ||||||
3. | To adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve the Maxim merger proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to Maxim stockholders (the "Maxim adjournment proposal"). | Management | For | For | For |
VARIAN MEDICAL SYSTEMS, INC.
Security | 92220P105 | Meeting Type | Special |
Ticker Symbol | VAR | Meeting Date | 15-Oct-2020 |
ISIN | US92220P1057 | Agenda | 935274821 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To approve and adopt the Agreement and Plan of Merger, dated as of August 2, 2020 (as it may be amended from time to time, the "merger agreement"). | Management | For | For | For | ||||||
2. | To adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve and adopt the merger agreement if there are not sufficient votes at the time of such adjournment to approve and adopt the merger agreement. | Management | For | For | For | ||||||
3. | To approve, on a non-binding, advisory basis, certain compensation that will or may be paid or become payable to Varian's named executive officers that is based on or otherwise relates to the merger. | Management | For | For | For |
INDUSTRIA MACCHINE AUTOMATICHE IMA SPA
Security | T54003107 | Meeting Type | Annual General Meeting |
Ticker Symbol | IMA | Meeting Date | 27-Oct-2020 |
ISIN | IT0001049623 | Agenda | 713177865 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
CMMT | PLEASE NOTE THAT BENEFICIAL OWNER DETAILS IS REQUIRED FOR THIS MEETING. IF NO-BENEFICIAL OWNER DETAILS IS PROVIDED, YOUR INSTRUCTION MAY BE REJECTED. THANK-YOU. | Non-Voting | |||||||||
CMMT | PLEASE NOTE THAT SHAREHOLDER DETAILS ARE REQUIRED TO VOTE AT THIS MEETING. IF-NO SHAREHOLDER DETAILS ARE PROVIDED, YOUR INSTRUCTION MAY CARRY A HEIGHTENED-RISK OF BEING REJECTED. THANK YOU | Non-Voting | |||||||||
CMMT | PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 468876 DUE TO RECEIPT OF-UPDATED AGENDA. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE- DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU | Non-Voting | |||||||||
O.1.1 | TO APPOINT BOARD OF DIRECTORS' WITH EFFECT SUBJECT TO THE CLOSING OF THE SO.FI.MA S.P.A. PURCHASE TRANSACTION ANNOUNCED TO THE MARKET ON 28 JULY 2020: TO STATE BOARD OF DIRECTORS' MEMBERS' NUMBER | Management | For | ||||||||
CMMT | PLEASE NOTE THAT ALTHOUGH THERE ARE 2 SLATES TO BE ELECTED AS DIRECTORS THERE-IS ONLY 1 SLATE AVAILABLE TO BE FILLED AT THE MEETING. THE STANDING- INSTRUCTIONS FOR THIS MEETING WILL BE DISABLED AND, IF YOU CHOOSE TO-INSTRUCT, YOU ARE REQUIRED TO VOTE FOR ONLY 1 SLATE OF THE 2 SLATES OF-ELECTION OF DIRECTORS. THANK YOU | Non-Voting | |||||||||
O1.21 | PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: TO APPOINT BOARD OF DIRECTORS' WITH EFFECT SUBJECT TO THE CLOSING OF THE SO.FI.MA S.P.A. PURCHASE TRANSACTION ANNOUNCED TO THE MARKET ON 28 JULY 2020: TO APPOINT DIRECTORS. LIST PRESENTED BY | Shareholder | None | ||||||||
SO.FI.M.A. SOCIETA FINANZIARIA MACCHINE AUTOMATICHE S.P.A. REPRESENTING 51.594PCT OF THE STOCK CAPITAL: ALBERTO VACCHI, MARIA CARLA SCHIAVINA, PAOLA ALESSANDRA PARIS, SONIA BONFIGLIOLI, LUCA POGGI, STEFANO FERRARESI, MARCO CASTELLI, CHRISTELLE RETIF, LUCA MAURIZIO DURANTI, ALESSANDRA SCHIAVINA, STEFANO CATAUDELLA, PIERRE STEMPER, PAOLO FRUGONI, MATTHEW GEORGE EVANS AND MAURIZIA MALAGOLI | |||||||||||
O1.22 | PLEASE NOTE THAT THIS RESOLUTION IS A SHAREHOLDER PROPOSAL: TO APPOINT BOARD OF DIRECTORS' WITH EFFECT SUBJECT TO THE CLOSING OF THE SO.FI.MA S.P.A. PURCHASE TRANSACTION ANNOUNCED TO THE MARKET ON 28 JULY 2020: TO APPOINT DIRECTORS. LIST PRESENTED BY STUDIO LEGALE TREVISAN &ASSOCIATI ON BEHALF OF: AMUNDI ASSET MANAGEMENT SGR S.P.A, ARCA FONDI SGR S.P.A; EURIZON CAPITAL SGR S.P.A. EURIZON CAPTAL S.A. FIDEURAM ASSET MANAGEMENT IRELAND, FIDEURAM INVESTIMENTI SGR S.P.A. GENERALI INVESTMENTS LUXEMBOURG S.A.; KAIROS PARTNERS SGR S.P.A. MEDIOLANUM INTERNATIONAL FUNDS LIMITED - CHALLENGE FUNDS - CHALLENGE ITALIAN EQUITY; MEDIOLANUM GESTIONE FONDI SGR S.P.A., PRAMERICA SGR S.P.A, REPRESENTING TOGETHER 3.81994PCT OF THE STOCK CAPITAL: CESARE CONTI AND SILVIA ELISABETTA CANDINI | Shareholder | None | ||||||||
O.1.3 | TO APPOINT BOARD OF DIRECTORS' WITH EFFECT SUBJECT TO THE CLOSING OF THE SO.FI.MA S.P.A. PURCHASE TRANSACTION ANNOUNCED TO THE MARKET ON 28 JULY 2020: TO STATE THE BOARD OF DIRECTORS' TERM OF OFFICE | Management | For | ||||||||
O.1.4 | TO APPOINT BOARD OF DIRECTORS' WITH EFFECT SUBJECT TO THE CLOSING OF THE SO.FI.MA S.P.A. PURCHASE TRANSACTION ANNOUNCED TO THE MARKET ON 28 JULY 2020: TO STATE BOARD OF DIRECTORS' ANNUAL EMOLUMENT | Management | For |
WRIGHT MEDICAL GROUP N V
Security | N96617118 | Meeting Type | Annual |
Ticker Symbol | WMGI | Meeting Date | 28-Oct-2020 |
ISIN | NL0011327523 | Agenda | 935270936 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1A. | Appointment of Robert J. Palmisano for executive director. Mark "For" to appoint Palmisano. | Management | For | For | For | ||||||
1B. | Appointment of David D. Stevens for non- executive director. Mark "For" to appoint Stevens. | Management | For | For | For | ||||||
1C. | Appointment of Gary D. Blackford for non- executive director. Mark "For" to appoint Blackford. | Management | For | For | For | ||||||
1D. | Appointment of J. Patrick Mackin for non- executive director. Mark "For" to appoint Mackin. | Management | For | For | For | ||||||
1E. | Appointment of John L. Miclot for non- executive director. Mark "For" to appoint Miclot. | Management | For | For | For | ||||||
1F. | Appointment of Kevin C. O'Boyle for non- executive director. Mark "For" to appoint O'Boyle. | Management | For | For | For | ||||||
1G. | Appointment of Amy S. Paul for non- executive director. Mark "For" to appoint Paul. | Management | For | For | For | ||||||
1H. | Appointment of Richard F. Wallman for non- executive director. Mark "For" to appoint Wallman. | Management | For | For | For | ||||||
1I. | Appointment of Elizabeth H. Weatherman for non-executive director. Mark "For" to appoint Weatherman. | Management | For | For | For | ||||||
2. | Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 27, 2020. | Management | For | For | For | ||||||
3. | Appointment of KPMG N.V. as the auditor for our Dutch statutory annual accounts for the fiscal year ending December 27, 2020. | Management | For | For | For | ||||||
4. | Adoption of our Dutch statutory annual accounts for the fiscal year ended December 29, 2019. | Management | For | For | For | ||||||
5. | Release of each member of our board of directors from liability with respect to the exercise of his or her duties during the fiscal year ended December 29, 2019. | Management | For | For | For | ||||||
6. | Renewal of the authority of our board of directors to repurchase up to 10% of our issued share capital (including depositary receipts issued for our shares) until April 28, 2022 on the open market, through privately negotiated transactions or in one or more selftender offers for a price per share (or depositary receipt) not less than the nominal value of a share and not higher than 110% of the market price of a share (or depositary receipt) at the time of the transaction. | Management | For | For | For | ||||||
7. | Renewal of the authority of our board of directors to issue ordinary shares or grant rights to subscribe for ordinary shares up to 20% of our issued and outstanding shares at the time of the issue until October 28, 2022. | Management | For | For | For | ||||||
8. | Renewal of the authority of our board of directors to resolve to exclude or restrict our shareholders' pre-emptive rights under Dutch law with respect to the ordinary shares and rights to subscribe therefor that the board of directors may issue or grant pursuant to the authority in agenda item 7 above until October 28, 2022. | Management | For | For | For | ||||||
9. | Approval, on an advisory basis, of our executive compensation. | Management | For | For | For |
WRIGHT MEDICAL GROUP N V
Security | N96617118 | Meeting Type | Annual |
Ticker Symbol | WMGI | Meeting Date | 28-Oct-2020 |
ISIN | NL0011327523 | Agenda | 935282094 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1A. | Appointment of Robert J. Palmisano for executive director. Mark "For" to appoint Palmisano. | Management | For | For | For | ||||||
1B. | Appointment of David D. Stevens for non- executive director. Mark "For" to appoint Stevens. | Management | For | For | For | ||||||
1C. | Appointment of Gary D. Blackford for non- executive director. Mark "For" to appoint Blackford. | Management | For | For | For | ||||||
1D. | Appointment of J. Patrick Mackin for non- executive director. Mark "For" to appoint Mackin. | Management | For | For | For | ||||||
1E. | Appointment of John L. Miclot for non- executive director. Mark "For" to appoint Miclot. | Management | For | For | For | ||||||
1F. | Appointment of Kevin C. O'Boyle for non- executive director. Mark "For" to appoint O'Boyle. | Management | For | For | For | ||||||
1G. | Appointment of Amy S. Paul for non- executive director. Mark "For" to appoint Paul. | Management | For | For | For | ||||||
1H. | Appointment of Richard F. Wallman for non- executive director. Mark "For" to appoint Wallman. | Management | For | For | For | ||||||
1I. | Appointment of Elizabeth H. Weatherman for non-executive director. Mark "For" to appoint Weatherman. | Management | For | For | For | ||||||
2. | Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 27, 2020. | Management | For | For | For | ||||||
3. | Appointment of KPMG N.V. as the auditor for our Dutch statutory annual accounts for the fiscal year ending December 27, 2020. | Management | For | For | For | ||||||
4. | Adoption of our Dutch statutory annual accounts for the fiscal year ended December 29, 2019. | Management | For | For | For | ||||||
5. | Release of each member of our board of directors from liability with respect to the exercise of his or her duties during the fiscal year ended December 29, 2019. | Management | For | For | For | ||||||
6. | Renewal of the authority of our board of directors to repurchase up to 10% of our issued share capital (including depositary receipts issued for our shares) until April 28, 2022 on the open market, through privately negotiated transactions or in one or more selftender offers for a price per share (or depositary receipt) not less than the nominal value of a share and not higher than 110% of the market price of a share (or depositary receipt) at the time of the transaction. | Management | For | For | For | ||||||
7. | Renewal of the authority of our board of directors to issue ordinary shares or grant rights to subscribe for ordinary shares up to 20% of our issued and outstanding shares at the time of the issue until October 28, 2022. | Management | For | For | For | ||||||
8. | Renewal of the authority of our board of directors to resolve to exclude or restrict our shareholders' pre-emptive rights under Dutch law with respect to the ordinary shares and rights to subscribe therefor that the board of directors may issue or grant pursuant to the authority in agenda item 7 above until October 28, 2022. | Management | For | For | For | ||||||
9. | Approval, on an advisory basis, of our executive compensation. | Management | For | For | For |
LIVONGO HEALTH, INC.
Security | 539183103 | Meeting Type | Special |
Ticker Symbol | LVGO | Meeting Date | 29-Oct-2020 |
ISIN | US5391831030 | Agenda | 935274302 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | Approval of Livongo Merger Agreement Proposal: To adopt the Agreement and Plan of Merger, dated as of August 5, 2020, by and among Teladoc Health, Inc. ("Teladoc"), Livongo Health, Inc. ("Livongo") and Tempranillo Merger Sub, Inc., a wholly- owned subsidiary of Teladoc (such agreement, the "merger agreement" and such proposal, the "Livongo merger agreement proposal"). | Management | Abstain | For | Against | ||||||
2. | Approval of Livongo Compensation Proposal: To approve, on an advisory (non- binding) basis, the executive officer compensation that will or may be paid to Livongo's named executive officers that is based on or otherwise relates to the transactions contemplated by the merger agreement (the "Livongo compensation proposal"). | Management | Abstain | For | Against | ||||||
3. | Approval of Livongo Adjournment Proposal: To approve the adjournment of the Livongo stockholder meeting to solicit additional proxies if there are not sufficient votes at the time of the Livongo stockholder meeting to approve the Livongo merger agreement proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to Livongo stockholders (the "Livongo adjournment proposal"). | Management | Abstain | For | Against |
MAXIM INTEGRATED PRODUCTS, INC.
Security | 57772K101 | Meeting Type | Annual |
Ticker Symbol | MXIM | Meeting Date | 05-Nov-2020 |
ISIN | US57772K1016 | Agenda | 935275506 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1A. | Election of Director: William P. Sullivan | Management | For | For | For | ||||||
1B. | Election of Director: Tunc Doluca | Management | For | For | For | ||||||
1C. | Election of Director: Tracy C. Accardi | Management | For | For | For | ||||||
1D. | Election of Director: James R. Bergman | Management | For | For | For | ||||||
1E. | Election of Director: Joseph R. Bronson | Management | For | For | For | ||||||
1F. | Election of Director: Robert E. Grady | Management | For | For | For | ||||||
1G. | Election of Director: Mercedes Johnson | Management | For | For | For | ||||||
1H. | Election of Director: William D. Watkins | Management | For | For | For | ||||||
1I. | Election of Director: MaryAnn Wright | Management | For | For | For | ||||||
2. | To ratify the appointment of PricewaterhouseCoopers LLP as Maxim Integrated's independent registered public accounting firm for the fiscal year ending June 26, 2021. | Management | For | For | For | ||||||
3. | Advisory vote to approve named executive officer compensation. | Management | For | For | For |
SUNRISE COMMUNICATIONS GROUP AG
Security | H8365C107 | Meeting Type | ExtraOrdinary General Meeting |
Ticker Symbol | SRCG | Meeting Date | 09-Nov-2020 |
ISIN | CH0565630669 | Agenda | 713247648 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
CMMT | PLEASE NOTE THAT BENEFICIAL OWNER DETAILS ARE REQUIRED FOR THIS MEETING. IF-NO BENEFICIAL OWNER DETAILS ARE PROVIDED, YOUR INSTRUCTION MAY BE REJECTED.-THANK YOU. | Non-Voting | |||||||||
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 | |||||||||
1.1.1 | ELECT MIKE FRIES AS DIRECTOR | Management | Abstain | For | Against | ||||||
1.1.2 | ELECT BAPTIEST COOPMANS AS DIRECTOR | Management | Abstain | For | Against | ||||||
1.1.3 | ELECT MIRANDA CURTIS AS DIRECTOR | Management | Abstain | For | Against | ||||||
1.1.4 | ELECT MANUEL KOHNSTAMM AS DIRECTOR | Management | Abstain | For | Against | ||||||
1.1.5 | ELECT ANDREA SALVATO AS DIRECTOR | Management | Abstain | For | Against | ||||||
1.1.6 | ELECT MARISA DREW AS DIRECTOR | Management | Abstain | For | Against | ||||||
1.1.7 | ELECT THOMAS MEYER AS DIRECTOR | Management | Abstain | For | Against | ||||||
1.1.8 | ELECT JOSEPH DEISS AS DIRECTOR | Management | Abstain | For | Against | ||||||
1.1.9 | ELECT MIKE FRIES AS BOARD CHAIRMAN | Management | Abstain | For | Against | ||||||
1.2.1 | APPOINT MIRANDA CURTIS AS MEMBER OF THE COMPENSATION COMMITTEE | Management | Abstain | For | Against | ||||||
1.2.2 | APPOINT MANUEL KOHNSTAMM AS MEMBER OF THE COMPENSATION COMMITTEE | Management | Abstain | For | Against | ||||||
1.2.3 | APPOINT ANDREA SALVATO AS MEMBER OF THE COMPENSATION COMMITTEE | Management | Abstain | For | Against | ||||||
1.2.4 | APPOINT MIRANDA CURTIS AS CHAIRMAN OF THE COMPENSATION COMMITTEE | Management | Abstain | For | Against | ||||||
2 | APPROVE DELISTING OF SHARES FROM SIX SWISS EXCHANGE | Management | Abstain | For | Against |
WILLIAM HILL PLC
Security | G9645P117 | Meeting Type | Court Meeting |
Ticker Symbol | WMH | Meeting Date | 19-Nov-2020 |
ISIN | GB0031698896 | Agenda | 713281690 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1 | APPROVE SCHEME OF ARRANGEMENT | Management | For | For | For | ||||||
CMMT | 05 NOV 2020: 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 | |||||||||
CMMT | 05 NOV 2020: PLEASE NOTE THAT THIS IS A REVISION DUE TO ADDITION OF COMMENT.-IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU-DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. | Non-Voting |
WILLIAM HILL PLC
Security | G9645P117 | Meeting Type | Ordinary General Meeting |
Ticker Symbol | WMH | Meeting Date | 19-Nov-2020 |
ISIN | GB0031698896 | Agenda | 713281703 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1 | FOR THE PURPOSES OF THE SCHEME: A. TO AUTHORISE THE DIRECTORS OF THE COMPANY TO TAKE ALL SUCH ACTION AS THEY MAY CONSIDER NECESSARY OR APPROPRIATE FOR CARRYING THE SCHEME INTO EFFECT; AND B. TO AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY | Management | For | For | For |
VIRTUSA CORPORATION
Security | 92827P102 | Meeting Type | Special |
Ticker Symbol | VRTU | Meeting Date | 20-Nov-2020 |
ISIN | US92827P1021 | Agenda | 935287866 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To adopt the Agreement and Plan of Merger, dated as of September 9, 2020 (as it may be amended, supplemented or otherwise modified from time to time, the "merger agreement"), by and among Austin HoldCo Inc., a Delaware corporation ("Parent"), Austin BidCo Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Sub"), and Virtusa Corporation, a Delaware corporation ("Virtusa" or the "Company"), pursuant to which Sub will be merged with and into the Company (the "merger"). | Management | For | For | For | ||||||
2. | To approve an advisory, non-binding proposal to approve the compensation that may be paid or may become payable to the Company's named executive officers in connection with the consummation of the merger. | Management | For | For | For | ||||||
3. | To approve a proposal to adjourn or postpone the special meeting to a later date or time, if necessary or appropriate as determined by the Company, to solicit additional proxies if there are insufficient votes at the time of the special meeting or any adjournment or postponement thereof to approve the merger proposal. | Management | For | For | For |
CPL RESOURCES PLC
Security | G4817M109 | Meeting Type | Annual General Meeting |
Ticker Symbol | CPL | Meeting Date | 23-Nov-2020 |
ISIN | IE0007214426 | Agenda | 713299609 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
CMMT | PLEASE NOTE THAT SHAREHOLDER DETAILS ARE REQUIRED TO VOTE AT THIS MEETING. IF-NO SHAREHOLDER DETAILS ARE PROVIDED, YOUR INSTRUCTION MAY CARRY A HEIGHTENED-RISK OF BEING REJECTED. THANK YOU | Non-Voting | |||||||||
1 | TO RECEIVE AND CONSIDER THE FINANCIAL STATEMENTS OF THE COMPANY FOR THE YEAR ENDED 30 JUNO 2020 TOGETHER WITH THE REPORTS OF THE DIRECTORS AND AUDITORS THEREON, AND TO REVIEW THE COMPANY'S AFFAIRS | Management | For | For | For | ||||||
2.A | TO REELED ANNE HERALY, WHO RETIRES BY ROTATION IN ACCORDANCE WITH ARTICLE 85 OF THE ARTICLES OF ASSOCIATION OF THE COMPANY, AS A DIRECTOR | Management | For | For | For | ||||||
2.B | TO REELECT LORNA CONN, WHO RETIRES BY ROTATION IN ACCORDANCE WITH ARTICLE 85 OF THE ARTICLES OF ASSOCIATION OF THE COMPANY, AS A DIRECTOR | Management | For | For | For | ||||||
3 | TO AUTHORISE THE DIRECTORS TO FIX THE REMUNERATION OF THE COMPANY'S AUDITORS FOR THE YEAR ENDING 30 JUNE 2021 | Management | For | For | For | ||||||
4 | TO AUTHORISE THE DIRECTORS TO ALLOT RELEVANT SECURITIES | Management | For | For | For | ||||||
5 | TO APPROVE THE DIS-APPLICATION OF PRE-EMPTION RIGHTS IN SNEAKED CIRCUMSTANCES | Management | For | For | For | ||||||
6 | TO APPROVE THE DIS- APPLICATION OF PRE-EMPTION RIGHTS IN ADDITIONAL CIRCUMSTANCES TO FUND AN ACQUISITION OR OTHER CAPITAL INVESTMENT | Management | For | For | For | ||||||
7 | TO AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY TO PROVIDE FOR ELECTRONIC PROXY VOTING | Management | For | For | For |
MOBILEIRON, INC.
Security | 60739U204 | Meeting Type | Special |
Ticker Symbol | MOBL | Meeting Date | 24-Nov-2020 |
ISIN | US60739U2042 | Agenda | 935290964 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To consider and vote on the proposal to adopt the Agreement and Plan of Merger (as it may be amended from time to time), dated September 26, 2020, by and among MobileIron, Ivanti, Inc. and Oahu Merger Sub, Inc. (the "merger agreement"). | Management | For | For | For | ||||||
2. | To consider and vote on the proposal to approve, on a non- binding, advisory basis, the compensation that will or may become payable by MobileIron to its named executive officers in connection with the merger of Oahu Merger Sub, Inc., a wholly owned subsidiary of Ivanti, Inc., with and into MobileIron pursuant to the merger agreement (the "merger"). | Management | For | For | For | ||||||
3. | To consider and vote on any proposal to adjourn the special meeting to a later date or time, 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 | For |
MCCARTHY & STONE PLC
Security | G59248180 | Meeting Type | Ordinary General Meeting |
Ticker Symbol | MCS | Meeting Date | 07-Dec-2020 |
ISIN | GB00BYNVD082 | Agenda | 713398320 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1 | APPROVE MATTERS RELATING TO THE RECOMMENDED CASH OFFER FOR MCCARTHY STONE PLC BY MASTIFF BIDCO LIMITED | Management | Abstain | For | Against |
MCCARTHY & STONE PLC
Security | G59248180 | Meeting Type | Court Meeting |
Ticker Symbol | MCS | Meeting Date | 07-Dec-2020 |
ISIN | GB00BYNVD082 | Agenda | 713398344 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1 | APPROVE SCHEME OF ARRANGEMENT | Management | Abstain | For | Against | ||||||
CMMT | 19 NOV 2020: 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 | |||||||||
CMMT | 19 NOV 2020: PLEASE NOTE THAT THIS IS A REVISION DUE TO ADDITION OF COMMENT.-IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU-DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU | Non-Voting |
GCI LIBERTY, INC.
Security | 36164V305 | Meeting Type | Special |
Ticker Symbol | GLIBA | Meeting Date | 15-Dec-2020 |
ISIN | US36164V3050 | Agenda | 935296194 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | A proposal to approve the adoption of the Agreement and Plan of Merger, dated August 6, 2020 (as may be amended from time to time), by and among Liberty Broadband Corporation, GCI Liberty, Inc., Grizzly Merger Sub 1, LLC and Grizzly Merger Sub 2, Inc. | Management | For | For | For | ||||||
2. | A proposal to approve the adjournment of the GCI Liberty, Inc. special meeting from time to time to solicit additional proxies in favor of Proposal 1 if there are insufficient votes at the time of such adjournment to approve that proposal or if otherwise determined by the chairperson of the meeting to be necessary or appropriate. | Management | For | For | For |
HORIZON DISCOVERY GROUP PLC
Security | G4566G105 | Meeting Type | Court Meeting |
Ticker Symbol | HZD | Meeting Date | 15-Dec-2020 |
ISIN | GB00BK8FL363 | Agenda | 713417930 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1 | TO APPROVE THE SCHEME | Management | For | For | For | ||||||
CMMT | 25 NOV 2020: 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 | |||||||||
CMMT | 25 NOV 2020: PLEASE NOTE THAT THIS IS A REVISION DUE TO ADDITION OF COMMENT.-IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU-DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. | Non-Voting |
HORIZON DISCOVERY GROUP PLC
Security | G4566G105 | Meeting Type | Ordinary General Meeting |
Ticker Symbol | HZD | Meeting Date | 15-Dec-2020 |
ISIN | GB00BK8FL363 | Agenda | 713417954 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1 | FOR THE PURPOSES OF THE SCHEME, (A) THAT THE DIRECTORS OF THE COMPANY (OR A DULY AUTHORISED COMMITTEE OF THE DIRECTORS) BE AUTHORISED TO TAKE ALL SUCH ACTION AS THEY MAY CONSIDER NECESSARY OR APPROPRIATE FOR CARRYING THE SCHEME INTO EFFECT; AND (B) TO AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY | Management | For | For | For |
CPL RESOURCES PLC
Security | G4817M109 | Meeting Type | ExtraOrdinary General Meeting |
Ticker Symbol | CPL | Meeting Date | 18-Dec-2020 |
ISIN | IE0007214426 | Agenda | 713427260 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
CMMT | PLEASE NOTE THAT SHAREHOLDER DETAILS ARE REQUIRED TO VOTE AT THIS MEETING. IF-NO SHAREHOLDER DETAILS ARE PROVIDED, YOUR INSTRUCTION MAY CARRY A HEIGHTENED-RISK OF BEING REJECTED. THANK YOU | Non-Voting | |||||||||
1 | AMENDMENT OF MEMORANDUM OF ASSOCIATION | Management | For | For | For | ||||||
2 | APPROVAL OF THE SCHEME OF ARRANGEMENT | Management | For | For | For | ||||||
3 | AMENDMENT OF ARTICLES OF ASSOCIATION | Management | For | For | For | ||||||
4 | ADJOURNMENT OF THE EGM | Management | For | For | For |
CPL RESOURCES PLC
Security | G4817M109 | Meeting Type | Court Meeting |
Ticker Symbol | CPL | Meeting Date | 18-Dec-2020 |
ISIN | IE0007214426 | Agenda | 713427272 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
CMMT | PLEASE NOTE THAT SHAREHOLDER DETAILS ARE REQUIRED TO VOTE AT THIS MEETING. IF-NO SHAREHOLDER DETAILS ARE PROVIDED, YOUR INSTRUCTION MAY CARRY A HEIGHTENED-RISK OF BEING REJECTED. THANK YOU | Non-Voting | |||||||||
1 | TO APPROVE THE SCHEME OF ARRANGEMENT | Management | For | For | For |
CODEMASTERS GROUP HOLDINGS PLC
Security | G2252A101 | Meeting Type | Ordinary General Meeting |
Ticker Symbol | CDM | Meeting Date | 21-Dec-2020 |
ISIN | GB00BFWZ2G72 | Agenda | 713456451 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1 | FOR THE PURPOSES OF THE SCHEME: (A) TO AUTHORISE THE DIRECTORS TO TAKE ALL SUCH ACTION AS THEY CONSIDER NECESSARY OR APPROPRIATE FOR CARRYING THE SCHEME INTO EFFECT; (B) THE CANCELLATION OF THE ADMISSION OF CODEMASTERS SHARES TO TRADING ON AIM; (C) THE COMPANY'S RE- REGISTRATION AS A PRIVATE LIMITED COMPANY; AND (D) AMENDING THE ARTICLES OF ASSOCIATION OF THE COMPANY | Management | Abstain | For | Against |
CODEMASTERS GROUP HOLDINGS PLC
Security | G2252A101 | Meeting Type | Court Meeting |
Ticker Symbol | CDM | Meeting Date | 21-Dec-2020 |
ISIN | GB00BFWZ2G72 | Agenda | 713456463 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
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 PROPOSED TO BE MADE PURSUANT TO PART 26 OF THE COMPANIES ACT 2006 (THE "SCHEME") BETWEEN THE COMPANY AND THE SCHEME SHAREHOLDERS | Management | Abstain | For | Against |
BMC STOCK HOLDINGS, INC.
Security | 05591B109 | Meeting Type | Special |
Ticker Symbol | BMCH | Meeting Date | 22-Dec-2020 |
ISIN | US05591B1098 | Agenda | 935306464 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | Adoption of the Agreement and Plan of Merger, dated as of August 26, 2020 (the "Merger Agreement"), by and among BMC Stock Holdings, Inc., Builders FirstSource, Inc. and Boston Merger Sub I Inc. | Management | For | For | For | ||||||
2. | Approval, on an advisory (non-binding) basis, of the executive officer compensation that will or may be paid to named executive officers of BMC Stock Holdings, Inc. in connection with the transactions contemplated by the Merger Agreement. | Management | For | For | For | ||||||
3. | Approval of the adjournment of the stockholder meeting to solicit additional proxies if, within three business days prior to the date of the stockholder meeting, there are not sufficient votes to approve Proposal 1, or if BMC Stock Holdings, Inc. is otherwise required or permitted to do so pursuant to the Merger Agreement, or to ensure that any supplement or amendment to the joint proxy statement/prospectus is timely provided to stockholders. | Management | For | For | For |
GENWORTH MI CANADA INC.
Security | 37252B102 | Meeting Type | Special |
Ticker Symbol | GMICF | Meeting Date | 22-Dec-2020 |
ISIN | CA37252B1022 | Agenda | 935307492 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1 | To pass, with or without variation, the special resolution, the full text of which is set forth in Appendix A to the management information circular of Genworth MI Canada Inc. (the "Company") dated November 20, 2020 (the "Circular") to approve an arrangement pursuant to Section 192 of the Canada Business Corporations Act involving the Company, Falcon Holding LP (the "Parent") and Falcon Holding Acquisition Corporation (the "Purchaser"), whereby, among other things, the Purchaser will acquire all of the issued and outstanding common shares (the "Shares") of the Company (other than Shares owned by Brookfield Business Partners L.P. and certain of its affiliates and institutional partners, including the Purchaser and the Parent), as further described in the Circular. | Management | For | For | For | ||||||
2 | To pass, with or without variation, the special resolution, the full text of which is set forth in Appendix G to the Circular, authorizing an amendment to the articles of the Company to create an unlimited number of a new class of preferred shares designated as "Class A Preferred Shares", with the rights, privileges, restrictions and conditions as set out in Appendix H to the Circular, as further described in the Circular. | Management | For | For | For | ||||||
3 | To pass, with or without variation, the special resolution, the full text of which is set forth in Appendix I to the Circular, authorizing an amendment to the articles of the Company to change the name of the Company from "Genworth MI Canada Inc." to "Sagen MI Canada Inc.", as further described in the Circular. | Management | For | For | For |
GILAT SATELLITE NETWORKS LTD.
Security | M51474118 | Meeting Type | Annual |
Ticker Symbol | GILT | Meeting Date | 28-Dec-2020 |
ISIN | IL0010825102 | Agenda | 935313015 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1A) | Re-election of Director: Dov Baharav | Management | For | For | For | ||||||
1B) | Re-election of Director: Amiram Boehm | Management | For | For | For | ||||||
1C) | Re-election of Director: Ishay Davidi | Management | For | For | For | ||||||
1D) | Election of Director: Aylon (Lonny) Rafaeli | Management | For | For | For | ||||||
1E) | Re-election of Director: Meir Shamir | Management | For | For | For | ||||||
1F) | Re-election of Director: Dafna Sharir | Management | For | For | For | ||||||
2) | To elect Mr. Ami Shafran to serve as an external director for a three-year term. | Management | For | For | For | ||||||
2A) | By marking the "YES" box, you confirm that you are not a "controlling shareholder" and do not have a "personal interest" in the approval of Proposal 2. If you cannot make such confirmation, please check the "NO" box. Mark "for" = yes or "against" = no. | Management | For | None | |||||||
3) | Subject to his election under Item 2, to approve a grant of options to Mr. Shafran. | Management | For | For | For | ||||||
4) | To amend the Company's compensation policy for directors and officers. | Management | For | For | For | ||||||
4A) | By marking the "YES" box, you confirm that you are not a "controlling shareholder" and do not have a "personal interest" in the approval of Proposal 4. If you cannot make such confirmation, please check the "NO" box. Mark "for" = yes or "against" = no. | Management | For | None | |||||||
5) | To approve the terms of service and compensation of the Chief Executive Officer of the Company. | Management | For | For | For | ||||||
5A) | By marking the "YES" box, you confirm that you are not a "controlling shareholder" and do not have a "personal interest" in the approval of Proposal 5. If you cannot make such confirmation, please check the "NO" box. Mark "for" = yes or "against" = no. | Management | For | None | |||||||
6) | To extend the term of the Company's existing indemnification agreements with two Company directors who are affiliated with the Company's controlling shareholders, certain limited partnerships managed by FIMI IV 2007 Ltd. and by FIMI FIVE 2012 Ltd., for a three-year period. | Management | For | For | For | ||||||
6A) | By marking the "YES" box, you confirm that you are not a "controlling shareholder" and do not have a "personal interest" in the approval of Proposal 6. If you cannot make such confirmation, please check the "NO" box. Mark "for" = yes or "against" = no. | Management | For | None | |||||||
7) | To ratify and approve the reappointment and compensation of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, as our independent registered public accountants for the fiscal year ending December 31, 2020, and for such additional period until the next annual general meeting of shareholders. | Management | For | For | For |
TAUBMAN CENTERS, INC.
Security | 876664103 | Meeting Type | Special |
Ticker Symbol | TCO | Meeting Date | 28-Dec-2020 |
ISIN | US8766641034 | Agenda | 935314675 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To adopt and approve the Amended and Restated Agreement and Plan of Merger, dated as of November 14, 2020. | Management | For | For | For | ||||||
2. | To approve, on a non-binding, advisory basis, compensation that may become payable to Taubman's named executive officers in connection with the REIT Merger and the other Transactions, as more particularly described in the Proxy Statement. | Management | For | For | For | ||||||
3. | To approve an adjournment of the special meeting, even if a quorum is present, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve Proposal 1. | Management | For | For | For |
TAUBMAN CENTERS, INC.
Security | 876664103 | Meeting Type | Special |
Ticker Symbol | TCO | Meeting Date | 28-Dec-2020 |
ISIN | US8766641034 | Agenda | 935318685 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To adopt and approve the Amended and Restated Agreement and Plan of Merger, dated as of November 14, 2020. | Management | For | For | For | ||||||
2. | To approve, on a non-binding, advisory basis, compensation that may become payable to Taubman's named executive officers in connection with the REIT Merger and the other Transactions, as more particularly described in the Proxy Statement. | Management | For | For | For | ||||||
3. | To approve an adjournment of the special meeting, even if a quorum is present, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve Proposal 1. | Management | For | For | For |
TIFFANY & CO.
Security | 886547108 | Meeting Type | Special |
Ticker Symbol | TIF | Meeting Date | 30-Dec-2020 |
ISIN | US8865471085 | Agenda | 935313053 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To adopt the Amended and Restated Agreement and Plan of Merger, dated as of October 28, 2020, (the "merger agreement"), by and among the Tiffany & Co. (the "Company"), LVMH Moët Hennessy- Louis Vuitton SE, a societas Europaea (European company) organized under the laws of France ("Parent"), Breakfast Holdings Acquisition Corp., a Delaware corporation and an indirect wholly owned subsidiary of Parent ("Holding"), and Breakfast Acquisition Corp., a Delaware corporation and a direct wholly owned subsidiary of Holding ("Merger Sub"). | Management | For | For | For | ||||||
2. | The compensation proposal - To approve, by non-binding, advisory vote, certain compensation arrangements for the Company's named executive officers in connection with the merger. | Management | For | For | For | ||||||
3. | N/A | Management | For | None |
WPX ENERGY, INC.
Security | 98212B103 | Meeting Type | Special |
Ticker Symbol | WPX | Meeting Date | 30-Dec-2020 |
ISIN | US98212B1035 | Agenda | 935310615 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | Merger Proposal - To vote on a proposal to adopt the Agreement and Plan of Merger, dated as of September 26, 2020, by and among Devon Energy Corporation, WPX and East Merger Sub, Inc., a Delaware corporation and a wholly-owned, direct subsidiary of Devon and WPX (the "Merger Proposal"). | Management | For | For | For | ||||||
2. | Advisory Compensation Proposal - To vote on a proposal to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to WPX's named executive officers that is based on or otherwise relates to the merger. | Management | For | For | For | ||||||
3. | Adjournment Proposal - To vote on a proposal to approve the adjournment of the special meeting to solicit additional proxies if there are not sufficient votes cast at the special meeting to approve the Merger Proposal. | Management | For | For | For |
FIAT CHRYSLER AUTOMOBILES N.V.
Security | N31738102 | Meeting Type | ExtraOrdinary General Meeting |
Ticker Symbol | FIAT | Meeting Date | 04-Jan-2021 |
ISIN | NL0010877643 | Agenda | 713409717 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
CMMT | PLEASE NOTE THAT BENEFICIAL OWNER DETAILS IS REQUIRED FOR THIS MEETING. IF NO-BENEFICIAL OWNER DETAILS IS PROVIDED, YOUR INSTRUCTION MAY BE REJECTED. THANK-YOU. | Non-Voting | |||||||||
CMMT | PLEASE NOTE THAT SHAREHOLDER DETAILS ARE REQUIRED TO VOTE AT THIS MEETING. IF-NO SHAREHOLDER DETAILS ARE PROVIDED, YOUR INSTRUCTION MAY CARRY A HEIGHTENED-RISK OF BEING REJECTED. THANK YOU | Non-Voting | |||||||||
E.2 | TO APPROVE THE MERGER AND ALL RELATED PROPOSALS IN CONNECTION WITH THE MERGER WITH PSA | Management | For | For | For | ||||||
E.3 | TO AMEND THE ARTICLES OF THE BYLAWS TO INCREASE, AND SUBSEQUENTLY, DECREASE THE COMBINED COMPANY'S ISSUED STOCK CAPITAL | Management | For | For | For | ||||||
CMMT | 25 NOV 2020: PLEASE NOTE THAT THE MEETING TYPE WAS CHANGED FROM OGM TO EGM.-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 | |||||||||
CMMT | 07 DEC 2020: INTERMEDIARY CLIENTS ONLY - PLEASE NOTE THAT IF YOU ARE-CLASSIFIED AS AN INTERMEDIARY CLIENT UNDER THE SHAREHOLDER RIGHTS DIRECTIVE-II, YOU SHOULD BE PROVIDING THE UNDERLYING SHAREHOLDER INFORMATION AT THE- VOTE INSTRUCTION LEVEL. IF YOU ARE UNSURE ON HOW TO PROVIDE THIS LEVEL OF-DATA TO BROADRIDGE OUTSIDE OF PROXYEDGE, PLEASE SPEAK TO YOUR DEDICATED-CLIENT SERVICE REPRESENTATIVE FOR ASSISTANCE. THANK YOU. | Non-Voting | |||||||||
CMMT | 07 DEC 2020: PLEASE NOTE THAT THIS IS A REVISION DUE TO ADDITION OF COMMENT.-IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU-DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU | Non-Voting |
FRONT YARD RESIDENTIAL CORPORATION
Security | 35904G107 | Meeting Type | Special |
Ticker Symbol | RESI | Meeting Date | 06-Jan-2021 |
ISIN | US35904G1076 | Agenda | 935317013 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To approve the merger of the Company with and into Midway AcquisitionCo REIT, a Maryland real estate investment trust (which we refer to as "Merger Sub" and to such merger as the "Merger") pursuant to the Agreement and Plan of Merger, dated as of October 19, 2020 (which we refer to as the "Original Agreement"), as amended by the First Amendment to Agreement and Plan of Merger, dated as of November 20, 2020 (which, together with the Original Agreement, as may be further amended from time to time, we refer to as the "Merger Agreement"). | Management | For | For | For | ||||||
2. | 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 contemplated by the Merger Agreement. | Management | For | For | For | ||||||
3. | 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 approve the Merger if there are insufficient votes at the time of the special meeting to approve the Merger. | Management | For | For | For |
ALTICE EUROPE N.V.
Security | N0R25F103 | Meeting Type | ExtraOrdinary General Meeting |
Ticker Symbol | ATC | Meeting Date | 07-Jan-2021 |
ISIN | NL0011333752 | Agenda | 713420545 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
CMMT | PLEASE NOTE THAT BENEFICIAL OWNER DETAILS IS REQUIRED FOR THIS MEETING. IF NO-BENEFICIAL OWNER DETAILS IS PROVIDED, YOUR INSTRUCTION MAY BE REJECTED. THANK-YOU. | Non-Voting | |||||||||
CMMT | PLEASE NOTE THAT SHAREHOLDER DETAILS ARE REQUIRED TO VOTE AT THIS MEETING. IF-NO SHAREHOLDER DETAILS ARE PROVIDED, YOUR INSTRUCTION MAY CARRY A HEIGHTENED-RISK OF BEING REJECTED. THANK YOU | Non-Voting | |||||||||
1. | OPENING | Non-Voting | |||||||||
2a. | RECOMMENDED PUBLIC OFFER: EXPLANATION OF THE RECOMMENDED PUBLIC OFFER BY NEXT-PRIVATE B.V. FOR ALL ISSUED AND OUTSTANDING COMMON SHARES A AND COMMON SHARES-B IN THE COMPANY'S SHARE CAPITAL | Non-Voting | |||||||||
2b. | RECOMMENDED PUBLIC OFFER: PROPOSAL TO ADOPT THE BACK-END RESOLUTION (MERGER) | Management | For | For | For | ||||||
2c. | RECOMMENDED PUBLIC OFFER: PROPOSAL TO ADOPT THE BACK-END RESOLUTION (ASSET SALE) | Management | For | For | For | ||||||
2d. | RECOMMENDED PUBLIC OFFER: PROPOSAL TO CONDITIONALLY AMEND THE COMPANY'S ARTICLES OF ASSOCIATION | Management | For | For | For | ||||||
3a. | TREATMENT OF SHARE-BASED INCENTIVES: DISCUSSION OF THE TREATMENT OF STOCK-OPTIONS IN CONNECTION WITH THE RECOMMENDED PUBLIC OFFER | Non-Voting | |||||||||
3b. | TREATMENT OF SHARE-BASED INCENTIVES: PROPOSAL TO SETTLE THE STOCK OPTIONS HELD BY MS. NATACHA MARTY IN CONNECTION WITH THE RECOMMENDED PUBLIC OFFER | Management | For | For | For | ||||||
3c. | TREATMENT OF SHARE-BASED INCENTIVES: PROPOSAL TO AMEND THE TERMS AND CONDITIONS OF THE 2016 FPPS AND 2018 FPPS, IN CONNECTION WITH THE RECOMMENDED PUBLIC OFFER, HELD BY MR. ALAIN WEILL | Management | For | For | For | ||||||
4. | ANY OTHER BUSINESS | Non-Voting | |||||||||
5. | CLOSING OF THE MEETING | Non-Voting | |||||||||
CMMT | 07 DEC 2020: PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION OF-NUMBERING OF ALL RESOLUTIONS AND CHANGE IN MEETING TYPE FROM AGM TO EGM WITH-ADDITION OF COMMENT. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT-VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. | Non-Voting | |||||||||
CMMT | 07 DEC 2020: INTERMEDIARY CLIENTS ONLY - PLEASE NOTE THAT IF YOU ARE-CLASSIFIED AS AN INTERMEDIARY CLIENT UNDER THE SHAREHOLDER RIGHTS DIRECTIVE-II, YOU SHOULD BE PROVIDING THE UNDERLYING SHAREHOLDER INFORMATION AT THE- VOTE INSTRUCTION LEVEL. IF YOU ARE UNSURE ON HOW TO PROVIDE THIS LEVEL OF-DATA TO BROADRIDGE OUTSIDE OF PROXYEDGE, PLEASE SPEAK TO YOUR DEDICATED-CLIENT SERVICE REPRESENTATIVE FOR ASSISTANCE. THANK YOU. | Non-Voting |
PARSLEY ENERGY, INC.
Security | 701877102 | Meeting Type | Special |
Ticker Symbol | PE | Meeting Date | 12-Jan-2021 |
ISIN | US7018771029 | Agenda | 935316415 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To approve and adopt the Agreement and Plan of Merger, dated as of October 20, 2020 (as may be amended from time to time), by and among Parsley Energy, Inc. ("Parsley"), Pioneer Natural Resources Company ("Pioneer") and certain subsidiaries of Parsley and Pioneer and the transactions contemplated thereby. | Management | For | For | For | ||||||
2. | To approve, on a non-binding advisory basis, the compensation that may be paid or become payable to Parsley's named executive officers that is based on or otherwise relates to the mergers. | Management | For | For | For |
ENDURANCE INTERNATIONAL GROUP HOLDINGS
Security | 29272B105 | Meeting Type | Special |
Ticker Symbol | EIGI | Meeting Date | 14-Jan-2021 |
ISIN | US29272B1052 | Agenda | 935317986 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To adopt the Agreement and Plan of Merger, dated as of November 1, 2020, as it may be amended from time to time in accordance with its terms (the "merger agreement"), by and among Endurance International Group Holdings, Inc., Razorback Technology Intermediate Holdings, Inc. and Razorback Technology, Inc. | Management | For | For | For | ||||||
2. | To approve, on a nonbinding advisory basis, the "golden parachute" compensation that will or may become payable to Endurance International Group Holdings, Inc.'s named executive officers in connection with the merger of Endure Digital, Inc. (formerly known as Razorback Technology, Inc.), a wholly owned subsidiary of Endure Digital Intermediate Holdings, Inc. (formerly known as Razorback Technology Intermediate Holdings, Inc.), with and into Endurance International Group Holdings, Inc., pursuant to the merger agreement. | Management | For | 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 at the time of the special meeting to adopt the merger agreement. | Management | For | For | For |
CONCHO RESOURCES INC.
Security | 20605P101 | Meeting Type | Special |
Ticker Symbol | CXO | Meeting Date | 15-Jan-2021 |
ISIN | US20605P1012 | Agenda | 935317924 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To adopt the Agreement and Plan of Merger, dated October 18, 2020 (as it may be amended from time to time, the "Merger Agreement"), by and among Concho Resources Inc., ConocoPhillips and Falcon Merger Sub Corp. | Management | For | For | For | ||||||
2. | To approve, by non-binding vote, certain compensation that may be paid or become payable to Concho Resources Inc.'s named executive officers that is based on, or otherwise relates to, the merger contemplated by the Merger Agreement. | Management | For | For | For |
NORBORD INC.
Security | 65548P403 | Meeting Type | Special |
Ticker Symbol | OSB | Meeting Date | 19-Jan-2021 |
ISIN | CA65548P4033 | Agenda | 935319776 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1 | The special resolution of shareholders, the full text of which is set forth in Appendix C to the management proxy circular of the Company dated December 15, 2020 (the "Norbord Circular"), to approve the arrangement involving the Company under Section 192 of the Canada Business Corporations Act pursuant to which West Fraser Timber Co. Ltd. will, among other things, acquire all of the issued and outstanding common shares of the Company, all as more particularly described in the Norbord Circular. | Management | For | For | For |
TELE COLUMBUS AG
Security | D8295F109 | Meeting Type | ExtraOrdinary General Meeting |
Ticker Symbol | TC1 | Meeting Date | 20-Jan-2021 |
ISIN | DE000TCAG172 | Agenda | 713464395 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
CMMT | PLEASE NOTE THAT SHAREHOLDER DETAILS ARE REQUIRED TO VOTE AT THIS MEETING. IF-NO SHAREHOLDER DETAILS ARE PROVIDED, YOUR INSTRUCTION MAY CARRY A HEIGHTENED-RISK OF BEING REJECTED. THANK YOU | Non-Voting | |||||||||
CMMT | FROM 10TH FEBRUARY, BROADRIDGE WILL CODE ALL AGENDAS FOR GERMAN MEETINGS IN-ENGLISH ONLY. IF YOU WISH TO SEE THE AGENDA IN GERMAN, THIS WILL BE MADE- AVAILABLE AS A LINK UNDER THE 'MATERIAL URL' DROPDOWN AT THE TOP OF THE-BALLOT. THE GERMAN AGENDAS FOR ANY EXISTING OR PAST MEETINGS WILL REMAIN IN-PLACE. FOR FURTHER INFORMATION, PLEASE CONTACT YOUR CLIENT SERVICE- REPRESENTATIVE | Non-Voting | |||||||||
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 | Non-Voting | |||||||||
CMMT | 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 | APPROVE EUR 191.3 MILLION INCREASE IN SHARE CAPITAL FOR PRIVATE PLACEMENT | Management | For | For | For | ||||||
2 | APPROVE CREATION OF EUR 63.7 MILLION POOL OF CAPITAL WITH PARTIAL EXCLUSION OF PREEMPTIVE RIGHTS | Management | For | For | For | ||||||
CMMT | 12 JAN 2021: INTERMEDIARY CLIENTS ONLY - PLEASE NOTE THAT IF YOU ARE-CLASSIFIED AS AN INTERMEDIARY CLIENT UNDER THE SHAREHOLDER RIGHTS DIRECTIVE-II, YOU SHOULD BE PROVIDING THE UNDERLYING SHAREHOLDER INFORMATION AT THE- VOTE INSTRUCTION LEVEL. IF YOU ARE UNSURE ON HOW TO PROVIDE THIS LEVEL OF-DATA TO BROADRIDGE OUTSIDE OF PROXYEDGE, PLEASE SPEAK TO YOUR DEDICATED-CLIENT SERVICE REPRESENTATIVE FOR ASSISTANCE. THANK YOU | Non-Voting | |||||||||
CMMT | 12 JAN 2021: PLEASE NOTE THAT THIS IS A REVISION DUE TO ADDITION OF COMMENT.-IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU-DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. | Non-Voting |
CODEMASTERS GROUP HOLDINGS PLC
Security | G2252A101 | Meeting Type | Court Meeting |
Ticker Symbol | CDM | Meeting Date | 03-Feb-2021 |
ISIN | GB00BFWZ2G72 | Agenda | 713498865 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
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 PROPOSED TO BE MADE PURSUANT TO PART 26 OF THE COMPANIES ACT 2006 (THE "SCHEME") BETWEEN THE COMPANY AND THE SCHEME SHAREHOLDERS | Management | For | For | For |
CODEMASTERS GROUP HOLDINGS PLC
Security | G2252A101 | Meeting Type | Ordinary General Meeting |
Ticker Symbol | CDM | Meeting Date | 03-Feb-2021 |
ISIN | GB00BFWZ2G72 | Agenda | 713498877 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1 | FOR THE PURPOSES OF THE SCHEME: (A) TO AUTHORISE THE DIRECTORS TO TAKE ALL SUCH ACTION AS THEY MAY CONSIDER NECESSARY OR APPROPRIATE FOR CARRYING THE SCHEME INTO EFFECT; (B) THE CANCELLATION OF THE ADMISSION OF CODEMASTERS SHARES TO TRADING ON AIM; (C) THE COMPANY'S RE- REGISTRATION AS A PRIVATE LIMITED COMPANY; AND (D) AMENDING THE ARTICLES OF ASSOCIATION OF THE COMPANY | Management | For | For | For |
IMIMOBILE PLC
Security | G4968X102 | Meeting Type | Ordinary General Meeting |
Ticker Symbol | IMO | Meeting Date | 04-Feb-2021 |
ISIN | GB00BLBP4Y22 | Agenda | 713532960 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1 | FOR THE PURPOSES OF THE SCHEME: A. TO AUTHORISE THE DIRECTORS OF THE COMPANY (OR A DULY AUTHORISED COMMITTEE OF THE DIRECTORS) TO TAKE ALL SUCH ACTION AS THEY CONSIDER NECESSARY OR APPROPRIATE FOR CARRYING THE SCHEME INTO EFFECT; AND B. TO AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY | Management | For | For | For |
IMIMOBILE PLC
Security | G4968X102 | Meeting Type | Court Meeting |
Ticker Symbol | IMO | Meeting Date | 04-Feb-2021 |
ISIN | GB00BLBP4Y22 | Agenda | 713532972 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1 | APPROVAL OF SCHEME OF ARRANGEMENT | Management | For | 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 |
CIT GROUP INC.
Security | 125581801 | Meeting Type | Special |
Ticker Symbol | CIT | Meeting Date | 09-Feb-2021 |
ISIN | US1255818015 | Agenda | 935323030 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | The CIT merger proposal: The Board of Directors recommends you vote FOR the proposal to adopt the Agreement and Plan of Merger (the "Merger Agreement"), dated as of October 15, 2020, by and among CIT Group Inc. ("CIT"), First Citizens BancShares, Inc., First-Citizens Bank & Trust Company and FC Merger Subsidiary IX, Inc. | Management | For | For | For | ||||||
2. | The CIT compensation proposal: The Board of Directors recommends that you vote FOR the proposal to approve, on an advisory (non- binding) basis, the executive officer compensation that will or may be paid to CIT's named executive officers in connection with the transactions contemplated by the Merger Agreement. | Management | For | For | For | ||||||
3. | The CIT adjournment proposal: The Board of Directors recommends that you vote FOR the proposal to adjourn the CIT special meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, there are not sufficient votes to approve the CIT merger proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to holders of CIT common stock. | Management | For | For | For |
PNM RESOURCES, INC.
Security | 69349H107 | Meeting Type | Special |
Ticker Symbol | PNM | Meeting Date | 12-Feb-2021 |
ISIN | US69349H1077 | Agenda | 935324397 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | Approve the Agreement and Plan of Merger, dated as of October 20, 2020, as it may be amended from time to time, or the merger agreement, by and among PNM Resources, Inc. (the Company), Avangrid, Inc. and NM Green Holdings, Inc. | Management | For | For | For | ||||||
2. | Approve, by non-binding, advisory vote, certain existing compensation arrangements for the Company's named executive officers in connection with the merger contemplated by the merger agreement. | Management | For | For | For | ||||||
3. | 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 merger agreement. | Management | For | For | For |
APPLEGREEN PLC
Security | G04145101 | Meeting Type | ExtraOrdinary General Meeting |
Ticker Symbol | APGN | Meeting Date | 17-Feb-2021 |
ISIN | IE00BXC8D038 | Agenda | 713572003 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
CMMT | PLEASE NOTE THAT SHAREHOLDER DETAILS ARE REQUIRED TO VOTE AT THIS MEETING. IF-NO SHAREHOLDER DETAILS ARE PROVIDED, YOUR INSTRUCTION MAY CARRY A HEIGHTENED-RISK OF BEING REJECTED. THANK YOU | Non-Voting | |||||||||
1 | APPROVE ACQUISITION OF APPLEGREEN PLC BY CAUSEWAY CONSORTIUM LIMITED | Management | For | For | For | ||||||
2 | AMEND ARTICLES OF ASSOCIATION | Management | For | For | For | ||||||
3 | AMEND SHARE PLANS | Management | For | For | For |
APPLEGREEN PLC
Security | G04145101 | Meeting Type | Scheme Meeting |
Ticker Symbol | APGN | Meeting Date | 17-Feb-2021 |
ISIN | IE00BXC8D038 | Agenda | 713572015 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
CMMT | PLEASE NOTE THAT SHAREHOLDER DETAILS ARE REQUIRED TO VOTE AT THIS MEETING. IF-NO SHAREHOLDER DETAILS ARE PROVIDED, YOUR INSTRUCTION MAY CARRY A HEIGHTENED-RISK OF BEING REJECTED. THANK YOU | Non-Voting | |||||||||
1 | APPROVE SCHEME OF ARRANGEMENT | Management | For | For | For | ||||||
CMMT | 29 JAN 2021: PLEASE NOTE THAT THE MEETING TYPE CHANGED FROM CRT TO SCH. 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 |
APPLEGREEN PLC
Security | G04145101 | Meeting Type | Scheme Meeting |
Ticker Symbol | APGN | Meeting Date | 17-Feb-2021 |
ISIN | IE00BXC8D038 | Agenda | 713572027 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
CMMT | PLEASE NOTE THAT SHAREHOLDER DETAILS ARE REQUIRED TO VOTE AT THIS MEETING. IF-NO SHAREHOLDER DETAILS ARE PROVIDED, YOUR INSTRUCTION MAY CARRY A HEIGHTENED-RISK OF BEING REJECTED. THANK YOU | Non-Voting | |||||||||
1 | APPROVE SCHEME OF ARRANGEMENT | Management | For | For | For | ||||||
CMMT | 29 JAN 2021: PLEASE NOTE THAT THE MEETING TYPE CHANGED FROM CRT TO SCH. 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 |
TORC OIL & GAS LTD.
Security | 890895303 | Meeting Type | Special |
Ticker Symbol | VREYF | Meeting Date | 18-Feb-2021 |
ISIN | CA8908953034 | Agenda | 935325541 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1 | A special resolution, the full text of which is set forth in Appendix A to the joint management information circular of TORC Oil & Gas Ltd. ("TORC") and Whitecap Resources Inc. ("Whitecap") dated January 5, 2021 (the "Information Circular"), approving a plan of arrangement under section 193 of the Business Corporations Act (Alberta) involving TORC, holders of common shares of TORC and Whitecap, as more particularly described in the Information Circular. | Management | Against | For | Against |
AHLSTROM-MUNKSJO OYJ
Security | X0035T109 | Meeting Type | ExtraOrdinary General Meeting |
Ticker Symbol | AMI | Meeting Date | 19-Feb-2021 |
ISIN | FI4000048418 | Agenda | 713572457 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
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 | |||||||||
CMMT | PLEASE NOTE THAT SHAREHOLDER DETAILS ARE REQUIRED TO VOTE AT THIS MEETING. IF-NO SHAREHOLDER DETAILS ARE PROVIDED, YOUR INSTRUCTION MAY CARRY A HEIGHTENED-RISK OF BEING REJECTED. THANK YOU | 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 ADOPTION OF THE LIST OF VOTES | Non-Voting | |||||||||
6 | RESOLUTION ON THE NUMBER OF MEMBERS OF THE BOARD OF DIRECTORS | Management | For | For | For | ||||||
7 | CHANGES TO THE COMPOSITION OF THE BOARD OF DIRECTORS: REELECT ALEXANDER EHRNROOTH AND LASSE HEINONEN AS DIRECTORS ELECT HALVOR MEYER HORTEN, PETER SELIGSON, IVANO SESSA, MICHAEL SIEFKE AND KARL-HENRIK SUNDSTROM AS NEW DIRECTORS | Management | For | For | For | ||||||
8 | RESOLUTION ON THE REMUNERATION OF THE MEMBERS OF THE BOARD OF DIRECTORS | Management | For | For | For | ||||||
9 | RESOLUTION ON THE DISBANDMENT OF THE SHAREHOLDERS' NOMINATION BOARD | Management | For | For | For | ||||||
10 | RESOLUTION TO AMEND THE AUTHORISATION OF THE BOARD OF DIRECTORS TO RESOLVE ON THE ISSUANCE OF SHARES AND SPECIAL RIGHTS ENTITLING TO SHARES GRANTED BY THE ANNUAL GENERAL MEETING OF AHLSTROM-MUNKSJ HELD ON MARCH 25, 2020 | Management | For | For | For | ||||||
11 | RESOLUTION TO INSTRUCT THE BOARD OF DIRECTORS OF AHLSTROM- MUNKSJ TO INVESTIGATE WHETHER IT WOULD BE IN THE INTEREST OF THE COMPANY TO CHANGE ITS DOMICILE FROM HELSINKI TO ANOTHER EU COUNTRY, INCLUDING CHANGING ITS CORPORATE FORM TO A SOCIETAS EUROPAEA | Management | For | For | For | ||||||
CMMT | 03 FEB 2021: PLEASE NOTE THAT THIS IS A REVISION DUE TO NON-VOTABLE- RESOLUTION 12. 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 | |||||||||
CMMT | 27 JAN 2021: INTERMEDIARY CLIENTS ONLY - PLEASE NOTE THAT IF YOU ARE-CLASSIFIED AS AN INTERMEDIARY CLIENT UNDER THE SHAREHOLDER RIGHTS DIRECTIVE-II, YOU SHOULD BE PROVIDING THE UNDERLYING SHAREHOLDER INFORMATION AT THE- VOTE INSTRUCTION LEVEL. IF YOU ARE UNSURE ON HOW TO PROVIDE THIS LEVEL OF-DATA TO BROADRIDGE OUTSIDE OF PROXYEDGE, PLEASE SPEAK TO YOUR DEDICATED-CLIENT SERVICE REPRESENTATIVE FOR ASSISTANCE. THANK YOU | Non-Voting | |||||||||
12 | CLOSING OF THE MEETING | Non-Voting |
TOWER LTD
Security | Q91556102 | Meeting Type | Annual General Meeting |
Ticker Symbol | TWR | Meeting Date | 23-Feb-2021 |
ISIN | NZTWRE0011S2 | Agenda | 713565666 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1 | THAT THE BOARD BE AUTHORISED TO DETERMINE THE AUDITOR'S FEES AND EXPENSES FOR THE 2021 FINANCIAL YEAR | Management | For | For | For | ||||||
2.1 | THAT WENDY THORPE, WHO RETIRES ON ROTATION IN ACCORDANCE WITH NZX LISTING RULE 2.7.1, BE RE- ELECTED AS A DIRECTOR OF THE COMPANY | Management | For | For | For | ||||||
2.2 | THAT STEVE SMITH, WHO RETIRES ON ROTATION IN ACCORDANCE WITH NZX LISTING RULE 2.7.1 BE RE-ELECTED AS A DIRECTOR OF THE COMPANY | Management | For | For | For |
OXFORD IMMUNOTEC GLOBAL PLC
Security | G6855A103 | Meeting Type | Annual |
Ticker Symbol | OXFD | Meeting Date | 26-Feb-2021 |
ISIN | GB00BGFBB958 | Agenda | 935332433 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | Authorize the Board of Directors to take all such actions that it considers necessary or appropriate to carry the Scheme into effect and to approve an amendment to the Company's articles of association as set forth in the Notice of General Meeting of the Proxy Statement/Scheme Circular. | Management | For | For | For | ||||||
2. | Subject to and conditional on the Scheme becoming Effective (as defined in the Proxy Statement/Scheme Circular), approve to re- register the Company as a private limited company with the name "Oxford Immunotec Global Limited". | Management | For | For | For |
OXFORD IMMUNOTEC GLOBAL PLC
Security | G6855A111 | Meeting Type | Annual |
Ticker Symbol | OXFD | Meeting Date | 26-Feb-2021 |
ISIN | Agenda | 935332445 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To approve the Scheme as set forth in the Proxy Statement/Scheme Circular. | Management | For | For | For |
OXFORD IMMUNOTEC GLOBAL PLC
Security | G6855A103 | Meeting Type | Annual |
Ticker Symbol | OXFD | Meeting Date | 26-Feb-2021 |
ISIN | GB00BGFBB958 | Agenda | 935340290 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | Authorize the Board of Directors to take all such actions that it considers necessary or appropriate to carry the Scheme into effect and to approve an amendment to the Company's articles of association as set forth in the Notice of General Meeting of the Proxy Statement/Scheme Circular. | Management | For | For | For | ||||||
2. | Subject to and conditional on the Scheme becoming Effective (as defined in the Proxy Statement/Scheme Circular), approve to re- register the Company as a private limited company with the name "Oxford Immunotec Global Limited". | Management | For | For | For |
OXFORD IMMUNOTEC GLOBAL PLC
Security | G6855A111 | Meeting Type | Annual |
Ticker Symbol | OXFD | Meeting Date | 26-Feb-2021 |
ISIN | Agenda | 935340303 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To approve the Scheme as set forth in the Proxy Statement/Scheme Circular. | Management | For | For | For |
ACACIA COMMUNICATIONS, INC.
Security | 00401C108 | Meeting Type | Special |
Ticker Symbol | ACIA | Meeting Date | 01-Mar-2021 |
ISIN | US00401C1080 | Agenda | 935334742 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To adopt the Amended and Restated Agreement and Plan of Merger, dated as of January 14, 2021, as it may be amended from time to time, by and among Acacia Communications, Inc., Cisco Systems, Inc., and Amarone Acquisition Corp. (the "Amended and Restated Agreement and Plan of Merger"). | Management | For | For | For | ||||||
2. | To approve, on a nonbinding advisory basis, the compensation that may be payable to Acacia Communications, Inc.'s named executive officers in connection with the merger. | Management | For | 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 approve the proposal to adopt the Amended and Restated Agreement and Plan of Merger. | Management | For | For | For |
NAVISTAR INTERNATIONAL CORPORATION
Security | 63934E108 | Meeting Type | Annual |
Ticker Symbol | NAV | Meeting Date | 02-Mar-2021 |
ISIN | US63934E1082 | Agenda | 935333081 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | |||||||
1. | To adopt the Merger Agreement and transactions contemplated thereby. | Management | For | For | For | |||||||
2. | To approve certain compensation arrangements for the Company's named executive officers in connection with the Merger. | Management | For | For | For | |||||||
3. | DIRECTOR | Management | ||||||||||
1 | Troy A. Clarke | For | For | For | ||||||||
2 | José María Alapont | For | For | For | ||||||||
3 | Stephen R. D'Arcy | For | For | For | ||||||||
4 | Vincent J. Intrieri | For | For | For | ||||||||
5 | Mark H. Rachesky, M.D. | For | For | For | ||||||||
6 | Christian Schulz | For | For | For | ||||||||
7 | Kevin M. Sheehan | For | For | For | ||||||||
8 | Dennis A. Suskind | For | For | For | ||||||||
9 | Janet T. Yeung | For | For | For | ||||||||
4. | Advisory Vote on Executive Compensation. | Management | For | For | For | |||||||
5. | Vote to ratify the selection of KPMG LLP as our independent registered public accounting firm. | Management | For | For | For | |||||||
6. | To approve the adjournment or postponement of the Annual Meeting, if necessary, to continue to solicit votes for the Merger Proposal. | Management | For | For | For |
PRGX GLOBAL, INC.
Security | 69357C503 | Meeting Type | Special |
Ticker Symbol | PRGX | Meeting Date | 02-Mar-2021 |
ISIN | US69357C5031 | Agenda | 935332394 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To adopt the Agreement and Plan of Merger, dated as of December 24, 2020, by and among Pluto Acquisitionco Inc., a Delaware corporation, Pluto Merger Sub Inc., a Georgia corporation and a wholly owned subsidiary of Pluto Acquisitionco Inc., and PRGX Global, Inc., a Georgia corporation, as it may be amended from time to time (the "Merger Agreement"). | Management | For | For | For | ||||||
2. | To adjourn the special meeting, if necessary or appropriate, to solicit additional votes in favor of the proposal to adopt the Merger Agreement, if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting. | Management | For | For | For | ||||||
3. | To approve on an advisory (non-binding) basis specified compensation that may become payable to our named executive officers in connection with the merger contemplated by the Merger Agreement. | Management | For | For | For |
SLACK TECHNOLOGIES, INC.
Security | 83088V102 | Meeting Type | Special |
Ticker Symbol | WORK | Meeting Date | 02-Mar-2021 |
ISIN | US83088V1026 | Agenda | 935332623 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | A proposal to adopt the Agreement and Plan of Merger, dated as of December 1, 2020 (as it may be amended from time to time, the "merger agreement"), among salesforce.com, inc., Skyline Strategies I Inc., Skyline Strategies II LLC and Slack Technologies, Inc. ("Slack") and approve the transactions contemplated thereby. | Management | For | For | For | ||||||
2. | A proposal to approve, by a non-binding advisory vote, certain compensation that may be paid or become payable to Slack's named executive officers that is based on or otherwise relates to the mergers contemplated by the merger agreement. | Management | For | For | For |
MTS SYSTEMS CORPORATION
Security | 553777103 | Meeting Type | Special |
Ticker Symbol | MTSC | Meeting Date | 04-Mar-2021 |
ISIN | US5537771033 | Agenda | 935332647 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | Proposal to approve and adopt the Agreement and Plan of Merger, dated as of December 8, 2020 (as may be amended from time to time and including the Plan of Merger attached as Exhibit A thereto, the "merger agreement"), by and among MTS Systems Corporation, a Minnesota corporation (the "Company"), Amphenol Corporation,a Delaware corporation ("Parent") and Moon Merger Sub Corporation, a Minnesota corporation and a wholly owned subsidiary of Parent ("Sub"). | Management | For | For | For | ||||||
2. | 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 and that is based on, or otherwise relates to, the merger of Sub with and into the Company, as contemplated by the merger agreement. | Management | For | For | For | ||||||
3. | Proposal to adjourn the special meeting from time to time 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 | For |
REALPAGE, INC.
Security | 75606N109 | Meeting Type | Special |
Ticker Symbol | RP | Meeting Date | 08-Mar-2021 |
ISIN | US75606N1090 | Agenda | 935334261 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To approve the adoption of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of December 20, 2020, by and among Mirasol Parent, LLC, Mirasol Merger Sub, Inc., and RealPage, Inc. ("RealPage"). | Management | For | For | For | ||||||
2. | To approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to RealPage'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 | For | ||||||
3. | 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 Proposal 1 at the time of the special meeting. | Management | For | For | For |
STELLANTIS N.V.
Security | N82405106 | Meeting Type | ExtraOrdinary General Meeting |
Ticker Symbol | STLA | Meeting Date | 08-Mar-2021 |
ISIN | NL00150001Q9 | Agenda | 713572421 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
CMMT | PLEASE NOTE THAT BENEFICIAL OWNER DETAILS IS REQUIRED FOR THIS MEETING. IF NO-BENEFICIAL OWNER DETAILS IS PROVIDED, YOUR INSTRUCTION MAY BE REJECTED. THANK-YOU. | Non-Voting | |||||||||
CMMT | PLEASE NOTE THAT SHAREHOLDER DETAILS ARE REQUIRED TO VOTE AT THIS MEETING. IF-NO SHAREHOLDER DETAILS ARE PROVIDED, YOUR INSTRUCTION MAY CARRY A HEIGHTENED-RISK OF BEING REJECTED. THANK YOU | Non-Voting | |||||||||
1 | OPEN MEETING | Non-Voting | |||||||||
2 | APPROVE FAURECIA DISTRIBUTION | Management | Abstain | For | Against | ||||||
3 | CLOSE MEETING | Non-Voting | |||||||||
CMMT | 28 JAN 2021: INTERMEDIARY CLIENTS ONLY - PLEASE NOTE THAT IF YOU ARE-CLASSIFIED AS AN INTERMEDIARY CLIENT UNDER THE SHAREHOLDER RIGHTS DIRECTIVE-II, YOU SHOULD BE PROVIDING THE UNDERLYING SHAREHOLDER INFORMATION AT THE- VOTE INSTRUCTION LEVEL. IF YOU ARE UNSURE ON HOW TO PROVIDE THIS LEVEL OF-DATA TO BROADRIDGE OUTSIDE OF PROXYEDGE, PLEASE SPEAK TO YOUR DEDICATED-CLIENT SERVICE REPRESENTATIVE FOR ASSISTANCE. THANK YOU | Non-Voting | |||||||||
CMMT | 28 JAN 2021: PLEASE NOTE THAT THIS IS A REVISION DUE TO ADDITION OF COMMENT.-IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU-DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU | Non-Voting |
AEROJET ROCKETDYNE HOLDINGS, INC.
Security | 007800105 | Meeting Type | Special |
Ticker Symbol | AJRD | Meeting Date | 09-Mar-2021 |
ISIN | US0078001056 | Agenda | 935333966 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | Adoption of the Merger Agreement and the transactions contemplated thereby. | Management | For | For | For | ||||||
2. | Adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement and the transactions contemplated thereby at the time of the Special Meeting. | Management | For | For | For | ||||||
3. | Adoption of a non-binding, advisory proposal to approve certain compensation payable to Aerojet Rocketdyne's named executive officers in connection with the Merger. | Management | For | For | For |
PLURALSIGHT, INC.
Security | 72941B106 | Meeting Type | Contested-Special |
Ticker Symbol | PS | Meeting Date | 09-Mar-2021 |
ISIN | US72941B1061 | Agenda | 935332318 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To adopt the Agreement and Plan of Merger, dated as of December 11, 2020, as it may be amended from time to time, by and among Pluralsight, Inc., Lake Holdings, LP, Lake Guarantor, LLC, Lake Merger Sub I, Inc., Lake Merger Sub II, LLC and Pluralsight Holdings, LLC. | Management | 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 | ||||||||
3. | To approve, on a non-binding, advisory basis, the compensation that may be paid or become payable by Pluralsight, Inc. to its named executive officers in connection with the mergers. | Management | For |
PLURALSIGHT, INC.
Security | 72941B106 | Meeting Type | Contested-Special |
Ticker Symbol | PS | Meeting Date | 09-Mar-2021 |
ISIN | US72941B1061 | Agenda | 935335869 - Opposition |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | Pluralsight's Merger Agreement Proposal. | Management | Against | Against | For | ||||||
2. | Pluralsight's Adjournment Proposal. | Management | Against | Against | For | ||||||
3. | Pluralsight's Compensation Proposal. | Management | Against | Against | For |
IHS MARKIT LTD
Security | G47567105 | Meeting Type | Special |
Ticker Symbol | INFO | Meeting Date | 11-Mar-2021 |
ISIN | BMG475671050 | Agenda | 935329462 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | Approval and Adoption of the Merger Agreement, the Statutory Merger Agreement and the Transactions Contemplated Thereby. To vote on a proposal to approve and adopt the Agreement and Plan of Merger, dated as of November 29, 2020, as amended by Amendment No. 1, dated as of January 20, 2021, and as it may further be amended from time to time, by and among S&P Global Inc., Sapphire Subsidiary, Ltd., and IHS Markit Ltd., the statutory merger agreement among the same, and the transactions contemplated thereby. | Management | For | For | For | ||||||
2. | IHS Markit Ltd. Merger-Related Compensation. To vote on a proposal to approve, by advisory (non-binding) vote, certain compensation arrangements that may be paid or become payable to IHS Markit Ltd.'s named executive officers in connection with the merger. | Management | For | For | For |
SCAPA GROUP PLC
Security | G78486134 | Meeting Type | Ordinary General Meeting |
Ticker Symbol | SCPA | Meeting Date | 17-Mar-2021 |
ISIN | GB0007281198 | Agenda | 713623406 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1 | APPROVE RECOMMENDED CASH OFFER FOR SCAPA GROUP PLC BY AMS HOLDCO 2 LIMITED | Management | For | For | For | ||||||
2 | AMEND ARTICLES OF ASSOCIATION | Management | For | For | For | ||||||
3 | APPROVE CANCELLATION OF ADMISSION OF ORDINARY SHARES TO TRADING ON AIM RE-REGISTER THE COMPANY AS A PRIVATE LIMITED COMPANY UNDER THE NAME OF SCAPA GROUP LIMITED AMEND ARTICLES OF ASSOCIATION | Management | For | For | For | ||||||
CMMT | 25 FEB 2021: PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN MEETING-TYPE TO OGM. 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 |
SCAPA GROUP PLC
Security | G78486134 | Meeting Type | Court Meeting |
Ticker Symbol | SCPA | Meeting Date | 17-Mar-2021 |
ISIN | GB0007281198 | Agenda | 713623418 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
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 | For |
SIGNATURE AVIATION PLC
Security | G8127H114 | Meeting Type | Court Meeting |
Ticker Symbol | SIG | Meeting Date | 18-Mar-2021 |
ISIN | GB00BKDM7X41 | Agenda | 713620828 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
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 PROPOSED TO BE MADE PURSUANT TO PART 26 OF THE COMPANIES ACT 2006 BETWEEN SIGNATURE AVIATION PLC (THE "COMPANY") AND THE HOLDERS OF SCHEME SHARES (THE "SCHEME") | Management | For | For | For |
SIGNATURE AVIATION PLC
Security | G8127H114 | Meeting Type | Ordinary General Meeting |
Ticker Symbol | SIG | Meeting Date | 18-Mar-2021 |
ISIN | GB00BKDM7X41 | Agenda | 713620830 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1 | THAT: (A) FOR THE PURPOSE OF GIVING EFFECT TO THE SCHEME OF ARRANGEMENT DATED 22 FEBRUARY 2021 (THE "SCHEME") BETWEEN THE COMPANY AND THE HOLDERS OF SCHEME SHARES (AS DEFINED IN THE SCHEME), A COPY OF WHICH HAS BEEN PRODUCED TO THIS MEETING AND FOR THE PURPOSES OF IDENTIFICATION SIGNED BY THE CHAIR OF THIS MEETING, IN ITS ORIGINAL FORM OR WITH OR SUBJECT TO ANY MODIFICATION, ADDITION, OR CONDITION AGREED BY THE COMPANY AND BIDCO AND APPROVED OR IMPOSED BY THE HIGH COURT OF JUSTICE OF ENGLAND AND WALES, THE DIRECTORS OF THE COMPANY (OR A DULY AUTHORISED COMMITTEE THEREOF) BE AUTHORISED TO TAKE ALL SUCH ACTION AS THEY MAY CONSIDER NECESSARY OR APPROPRIATE FOR CARRYING THE SCHEME INTO EFFECT; AND (B) WITH EFFECT FROM THE PASSING OF THIS RESOLUTION, THE ARTICLES OF ASSOCIATION OF THE COMPANY BE AND ARE HEREBY AMENDED BY THE ADOPTION AND INCLUSION OF THE FOLLOWING NEW ARTICLE 132. 132. SCHEME OF ARRANGEMENT 132.1 IN THIS ARTICLE 132, REFERENCES TO THE "SCHEME" ARE TO THE SCHEME OF ARRANGEMENT UNDER PART 26 OF THE COMPANIES ACT 2006 BETWEEN THE COMPANY AND THE HOLDERS OF SCHEME SHARES (AS DEFINED IN THE SCHEME) DATED 22 FEBRUARY 2021 (WITH OR SUBJECT TO ANY MODIFICATION, ADDITION OR CONDITION APPROVED OR IMPOSED BY THE COURT AND AGREED BY THE COMPANY AND BROWN BIDCO LIMITED ("BIDCO")) AND (SAVE AS DEFINED IN THIS ARTICLE) TERMS DEFINED IN THE SCHEME SHALL HAVE THE SAME MEANINGS IN THIS ARTICLE. 132.2 NOTWITHSTANDING ANY OTHER PROVISIONS IN THESE ARTICLES, IF THE COMPANY ISSUES OR TRANSFERS OUT OF TREASURY ANY SIGNATURE SHARES (OTHER THAN TO BIDCO, ANY SUBSIDIARY OF BIDCO, ANY PARENT UNDERTAKING OF BIDCO OR ANY SUBSIDIARY OF SUCH PARENT UNDERTAKING, OR ANY NOMINEE OF BIDCO (EACH A "BIDCO COMPANY")) ON OR AFTER THE DATE OF THE ADOPTION OF THIS ARTICLE 132 AND PRIOR TO THE SCHEME RECORD TIME, SUCH SIGNATURE SHARES SHALL BE ISSUED OR TRANSFERRED SUBJECT TO THE TERMS OF THE SCHEME (AND SHALL BE SCHEME SHARES FOR THE PURPOSES THEREOF) AND THE ORIGINAL OR SUBSEQUENT HOLDER OR HOLDERS OF SUCH SIGNATURE SHARES SHALL BE BOUND BY THE SCHEME ACCORDINGLY. 132.3 NOTWITHSTANDING ANY OTHER PROVISION OF THESE ARTICLES, SUBJECT TO THE SCHEME BECOMING EFFECTIVE, ANY SHARES ISSUED, TRANSFERRED OUT OF TREASURY OR TRANSFERRED PURSUANT TO ARTICLE 132.4 BELOW, TO ANY PERSON (OTHER THAN A BIDCO COMPANY) AFTER THE SCHEME RECORD TIME (A "NEW MEMBER") (EACH A "POST-SCHEME SHARE") SHALL BE ISSUED OR TRANSFERRED ON TERMS THAT THEY SHALL (ON THE EFFECTIVE DATE (AS DEFINED IN THE SCHEME) OR, IF LATER, ON ISSUE OR TRANSFER (BUT SUBJECT TO THE TERMS OF ARTICLES 132.4 AND 132.5 BELOW)), BE IMMEDIATELY TRANSFERRED TO BIDCO (OR SUCH PERSON AS IT MAY DIRECT) (THE "PURCHASER"), WHO SHALL BE OBLIGED TO ACQUIRE EACH POST-SCHEME SHARE IN CONSIDERATION OF AND CONDITIONAL UPON THE PAYMENT BY OR ON BEHALF OF BIDCO TO THE NEW MEMBER OF AN AMOUNT IN CASH FOR EACH POST-SCHEME SHARE EQUAL TO THE CONSIDERATION TO WHICH A NEW MEMBER WOULD HAVE BEEN ENTITLED UNDER THE SCHEME HAD SUCH POST- SCHEME SHARE BEEN A SCHEME SHARE. 132.4 ANY PERSON WHO IS BENEFICIALLY ENTITLED TO SHARES ISSUED OR TRANSFERRED TO A NEW MEMBER (OTHER THAN, FOR THE AVOIDANCE OF DOUBT, A PERSON WHO BECOMES BENEFICIALLY ENTITLED TO SHARES BY VIRTUE OF A TRANSFER PURSUANT TO THIS ARTICLE 132.4) MAY, PRIOR TO THE ISSUE OR TRANSFER OF POST- SCHEME SHARES TO THE NEW MEMBER PURSUANT TO THE EXERCISE OF AN OPTION OR SATISFACTION OF AN AWARD UNDER ONE OF THE SIGNATURE SHARE PLANS (AS DEFINED IN THE SCHEME), GIVE NOT LESS THAN TWO BUSINESS DAYS' WRITTEN NOTICE TO THE COMPANY IN SUCH MANNER AS THE BOARD SHALL PRESCRIBE OF HIS OR HER INTENTION TO TRANSFER THE BENEFICIAL OWNERSHIP OF SOME OR ALL OF SUCH POST-SCHEME SHARES TO HIS OR HER SPOUSE OR CIVIL PARTNER AND MAY, IF SUCH NOTICE HAS BEEN VALIDLY GIVEN, ON OR BEFORE SUCH POST-SCHEME SHARES BEING ISSUED OR TRANSFERRED TO THE NEW MEMBER, IMMEDIATELY TRANSFER TO HIS OR HER SPOUSE OR CIVIL PARTNER BENEFICIAL OWNERSHIP OF ANY SUCH POST-SCHEME SHARES, PROVIDED THAT SUCH POST-SCHEME SHARES (INCLUDING BOTH LEGAL AND BENEFICIAL OWNERSHIP THEREOF) WILL THEN BE IMMEDIATELY TRANSFERRED TO THE PURCHASER PURSUANT TO ARTICLE 132.3 ABOVE. IF NOTICE HAS BEEN VALIDLY GIVEN PURSUANT TO THIS ARTICLE 132.4 BUT THE BENEFICIAL OWNER DOES NOT IMMEDIATELY TRANSFER TO HIS OR HER SPOUSE OR CIVIL PARTNER BOTH THE LEGAL AND BENEFICIAL OWNERSHIP OF THE POST-SCHEME SHARES IN RESPECT OF WHICH NOTICE WAS GIVEN, SUCH LEGAL AND BENEFICIAL OWNERSHIP WILL BE TRANSFERRED TO THE PURCHASER PURSUANT TO ARTICLE 132.3 ABOVE. IF NOTICE IS NOT GIVEN PURSUANT TO THIS ARTICLE 132.4, BOTH THE LEGAL AND BENEFICIAL OWNERSHIP OF THE POST-SCHEME SHARES WILL BE IMMEDIATELY TRANSFERRED TO THE PURCHASER PURSUANT TO ARTICLE 132.3 ABOVE. 132.5 ON ANY REORGANISATION OF, OR MATERIAL ALTERATION TO, THE SHARE CAPITAL OF THE COMPANY (INCLUDING, WITHOUT LIMITATION, ANY SUBDIVISION AND/OR CONSOLIDATION) CARRIED OUT AFTER THE EFFECTIVE DATE (AS DEFINED IN THE SCHEME), THE VALUE OF THE CONSIDERATION PER POST-SCHEME SHARE TO BE PAID UNDER ARTICLE 132.3 SHALL BE ADJUSTED BY THE COMPANY IN SUCH MANNER AS THE AUDITORS OF THE COMPANY MAY DETERMINE TO BE APPROPRIATE TO REFLECT SUCH REORGANISATION OR ALTERATION. REFERENCES IN THIS ARTICLE 132 TO SUCH SHARES SHALL, FOLLOWING SUCH ADJUSTMENT, BE CONSTRUED ACCORDINGLY. 132.6 TO GIVE EFFECT TO ANY TRANSFER OF POST-SCHEME SHARES REQUIRED PURSUANT TO ARTICLE 132.3, THE COMPANY MAY APPOINT ANY PERSON AS ATTORNEY AND/OR AGENT FOR THE NEW MEMBER TO TRANSFER THE POST- SCHEME SHARES TO THE PURCHASER AND DO ALL SUCH OTHER THINGS AND EXECUTE AND DELIVER ALL SUCH DOCUMENTS OR DEEDS AS MAY IN THE OPINION OF SUCH ATTORNEY OR AGENT BE NECESSARY OR DESIRABLE TO VEST THE POST-SCHEME SHARES IN THE PURCHASER AND PENDING SUCH VESTING TO EXERCISE ALL SUCH RIGHTS ATTACHING TO THE POST-SCHEME SHARES AS THE PURCHASER MAY DIRECT. IF AN ATTORNEY OR AGENT IS SO APPOINTED, THE NEW MEMBER SHALL NOT THEREAFTER (EXCEPT TO THE EXTENT THAT THE ATTORNEY OR AGENT FAILS TO ACT IN ACCORDANCE WITH THE DIRECTIONS OF THE PURCHASER) BE ENTITLED TO EXERCISE ANY RIGHTS ATTACHING TO THE POST-SCHEME SHARES UNLESS SO AGREED IN WRITING BY THE PURCHASER. THE ATTORNEY OR AGENT SHALL BE EMPOWERED TO EXECUTE AND DELIVER AS TRANSFEROR A FORM OF TRANSFER OR INSTRUCTIONS OF TRANSFER ON BEHALF OF THE NEW MEMBER (OR ANY SUBSEQUENT HOLDER) IN FAVOUR OF THE PURCHASER AND THE COMPANY MAY GIVE A GOOD RECEIPT FOR THE CONSIDERATION FOR THE POST-SCHEME SHARES AND MAY REGISTER THE PURCHASER AS HOLDER THEREOF AND ISSUE TO IT CERTIFICATE(S) FOR THE SAME. THE COMPANY SHALL NOT BE OBLIGED TO ISSUE A CERTIFICATE TO THE NEW MEMBER FOR THE POST-SCHEME SHARES. THE PURCHASER SHALL SETTLE THE CONSIDERATION DUE TO THE NEW MEMBER PURSUANT TO ARTICLE 132.3 ABOVE BY SENDING A CHEQUE DRAWN ON A UK CLEARING BANK IN FAVOUR OF THE NEW MEMBER (OR ANY SUBSEQUENT HOLDER), OR BY ANY ALTERNATIVE METHOD COMMUNICATED BY THE PURCHASER TO THE NEW MEMBER, FOR THE PURCHASE PRICE OF SUCH POST-SCHEME SHARES NO LATER THAN 14 DAYS AFTER THE DATE ON WHICH THE POST-SCHEME SHARES ARE ISSUED TO THE NEW MEMBER. 132.7 IF THE SCHEME SHALL NOT HAVE BECOME EFFECTIVE BY THE APPLICABLE DATE REFERRED TO IN (OR OTHERWISE SET IN ACCORDANCE WITH) SECTION 6(B) OF THE SCHEME, THIS ARTICLE 132 SHALL CEASE TO BE OF ANY EFFECT. 132.8 NOTWITHSTANDING ANY OTHER PROVISION OF THESE ARTICLES, BOTH THE COMPANY AND THE BOARD SHALL REFUSE TO REGISTER THE TRANSFER OF ANY SCHEME SHARES EFFECTED BETWEEN THE SCHEME RECORD TIME AND THE EFFECTIVE DATE OTHER THAN TO THE PURCHASER PURSUANT TO THE SCHEME | Management | For | For | For |
SPORTSMAN'S WAREHOUSE HOLDINGS, INC.
Security | 84920Y106 | Meeting Type | Special |
Ticker Symbol | SPWH | Meeting Date | 23-Mar-2021 |
ISIN | US84920Y1064 | Agenda | 935337471 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To adopt and approve the Agreement and Plan of Merger, dated December 21, 2020, by and among Great Outdoors Group, LLC, Phoenix Merger Sub I, Inc., a wholly-owned subsidiary of Great Outdoors Group, LLC, and Sportsman's Warehouse Holdings, Inc., as amended from time to time, pursuant to which Phoenix Merger Sub I, Inc. will be merged with an into Sportsman's Warehouse Holdings, Inc., with Sportsman's Warehouse Holdings, Inc. continuing as the surviving corporation in the merger and a wholly-owned subsidiary of Great Outdoors Group, LLC. | Management | For | For | For | ||||||
2. | To approve, on a non-binding, advisory basis, the specified compensation that may be paid or may become payable to Sportsman's Warehouse Holdings, Inc.'s named executive officers based on or otherwise relating to the merger. | Management | For | For | For | ||||||
3. | To adjourn the special meeting from time to time to a later date or time, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the special meeting (or any adjournment thereof) to adopt and approve the merger agreement. | Management | For | For | For |
WADDELL & REED FINANCIAL, INC.
Security | 930059100 | Meeting Type | Special |
Ticker Symbol | WDR | Meeting Date | 23-Mar-2021 |
ISIN | US9300591008 | Agenda | 935337988 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | A proposal to adopt the Agreement and Plan of Merger (as amended or supplemented from time to time, the "merger agreement"), by and among Waddell & Reed Financial, Inc. (the "Company"), Macquarie Management Holdings, Inc. ("Macquarie"), Merry Merger Sub, Inc., and (solely for limited purposes) Macquarie Financial Holdings Pty Ltd, pursuant to which, among other things, Merger Sub will be merged with and into the Company (the "merger"), with the Company surviving the merger as a wholly-owned subsidiary of Macquarie. | Management | For | For | For | ||||||
2. | A proposal to approve, by a non-binding advisory vote, the compensation that may be paid or become payable to the Company's principal executive officer, principal financial officer and three most highly compensated executive officers other than the principal executive officer and principal financial officer that is based on or otherwise relates to the merger and the other transactions contemplated by the merger agreement. | Management | For | For | For | ||||||
3. | A proposal to adjourn the special meeting to a later date or time, if necessary or appropriate, 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 approve the proposal to adopt the merger agreement. | Management | For | For | For |
TCF FINANCIAL CORPORATION
Security | 872307103 | Meeting Type | Special |
Ticker Symbol | TCF | Meeting Date | 25-Mar-2021 |
ISIN | US8723071036 | Agenda | 935338043 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | Approval of the Agreement and Plan of Merger, dated as of December 13, 2020 (as it may be amended from time to time), by and between TCF Financial Corporation ("TCF") and Huntington Bancshares Incorporated ("Huntington"), pursuant to which TCF will merge with and into Huntington, with Huntington surviving the merger (the "TCF merger proposal"). | Management | For | For | For | ||||||
2. | Approval of, on an advisory (non-binding) basis, the merger- related named executive officer compensation that will or may be paid to TCF's named executive officers in connection with the merger (the "TCF compensation proposal"). | Management | For | For | For | ||||||
3. | Approval of the adjournment of the special meeting of TCF shareholders to a later date or dates, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, there are not sufficient votes at the time of the TCF special meeting to approve the TCF merger proposal or to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to holders of TCF common stock (the "TCF adjournment proposal"). | Management | For | For | For |
HMS HOLDINGS CORP.
Security | 40425J101 | Meeting Type | Special |
Ticker Symbol | HMSY | Meeting Date | 26-Mar-2021 |
ISIN | US40425J1016 | Agenda | 935339540 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To adopt the Agreement and Plan of Merger, dated as of December 20, 2020, by and among HMS Holdings Corp. ("HMS"), Gainwell Acquisition Corp. ("Gainwell"), Mustang MergerCo Inc., a wholly owned subsidiary of Gainwell ("Merger Sub"), and Gainwell Intermediate Holding Corp., and approve the transactions contemplated thereby, including the merger of Merger Sub with and into HMS (the "Merger"), with HMS continuing as the surviving corporation and a wholly owned subsidiary of Gainwell (the "Merger Proposal"). | Management | For | For | For | ||||||
2. | To approve, on an advisory non-binding basis, the compensation that may be paid or become payable to HMS's named executive officers in connection with the Merger. | Management | For | 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 | For |
WATFORD HOLDINGS LTD
Security | G94787101 | Meeting Type | Special |
Ticker Symbol | WTRE | Meeting Date | 30-Mar-2021 |
ISIN | BMG947871015 | Agenda | 935340151 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | Approval and adoption of the Agreement and Plan of Merger dated Oct 9, 2020, as amended by Amendment No. 1 thereto dated Nov 2, 2020 ("Merger Agreement"), and the related statutory merger agreement, among Watford Holdings Ltd. ("Company"), Arch Capital Group Ltd. ("Arch") and Greysbridge Ltd., a wholly- owned subsidiary of Greysbridge Holdings Ltd., a newly-formed company organized by Arch for the purpose of facilitating the merger, and the other transactions contemplated thereby (the "Merger Proposal") | Management | Abstain | For | Against | ||||||
2. | Advisory (non binding) approval of specified compensation that may become payable to the named executive officers of the Company in connection with the merger (the "Compensation Advisory Proposal"). | Management | Abstain | For | Against | ||||||
3. | Approval of adjournment of the special general meeting, if necessary, to solicit additional proxies if there are insufficient votes at the time of the special general meeting to approve the Merger Proposal (the "Adjournment Proposal"). | Management | Abstain | For | Against |
MAGELLAN HEALTH, INC.
Security | 559079207 | Meeting Type | Special |
Ticker Symbol | MGLN | Meeting Date | 31-Mar-2021 |
ISIN | US5590792074 | Agenda | 935337990 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To adopt the Agreement and Plan of Merger, dated as of January 4, 2021 (as it may be amended from time to time, the "Merger Agreement"), by and among Magellan Health, Inc., Centene Corporation and Mayflower Merger Sub, Inc. | Management | For | For | For | ||||||
2. | To approve, by a non-binding advisory vote, the compensation that may be paid or become payable to the named executive officers of Magellan Health, Inc. that is based on or otherwise relates to the merger contemplated by the Merger Agreement. | Management | For | For | For | ||||||
3. | To approve the adjournment of 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 | For |
XILINX, INC.
Security | 983919101 | Meeting Type | Special |
Ticker Symbol | XLNX | Meeting Date | 07-Apr-2021 |
ISIN | US9839191015 | Agenda | 935346735 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | Proposal to adopt the Agreement and Plan of Merger, dated October 26, 2020, as it may be amended from time to time, which is referred to as the "merger agreement," among Advanced Micro Devices, Inc., which is referred to as "AMD," Thrones Merger Sub, Inc., a wholly owned subsidiary of AMD, which is referred to as "Merger Sub," and Xilinx, which proposal is referred to as the "Xilinx merger proposal". | Management | For | For | For | ||||||
2. | Proposal to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to Xilinx's named executive officers that is based on or otherwise relates to the transactions contemplated by the merger agreement, which proposal is referred to as the "Xilinx compensation proposal". | Management | For | For | For | ||||||
3. | Proposal to approve the adjournment of the Xilinx special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Xilinx special meeting to approve the Xilinx merger proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to Xilinx stockholders, which proposal is referred to as the "Xilinx adjournment proposal". | Management | For | For | For |
DIALOG SEMICONDUCTOR PLC
Security | G5821P111 | Meeting Type | Court Meeting |
Ticker Symbol | DLG | Meeting Date | 09-Apr-2021 |
ISIN | GB0059822006 | Agenda | 713667674 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1 | APPROVE SCHEME OF ARRANGEMENT | Management | For | For | For | ||||||
CMMT | 10 MAR 2021: 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 | |||||||||
CMMT | 10 MAR 2021: PLEASE NOTE THAT THIS IS A REVISION DUE TO ADDITION OF COMMENT.-IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU-DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU | Non-Voting |
DIALOG SEMICONDUCTOR PLC
Security | G5821P111 | Meeting Type | Ordinary General Meeting |
Ticker Symbol | DLG | Meeting Date | 09-Apr-2021 |
ISIN | GB0059822006 | Agenda | 713675621 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1 | THAT: (1) FOR THE PURPOSE OF GIVING EFFECT TO THE SCHEME OF ARRANGEMENT DATED 8 MARCH 2021 (THE "SCHEME") BETWEEN THE COMPANY AND ITS SCHEME SHAREHOLDERS (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 THEREOF, IN ITS ORIGINAL FORM OR SUBJECT TO ANY MODIFICATION, ADDITION OR CONDITION AGREED BY THE COMPANY AND RENESAS ELECTRONIC CORPORATION ("RENESAS") AND APPROVED OR IMPOSED BY THE COURT, THE DIRECTORS OF THE COMPANY BE AUTHORISED TO TAKE ALL SUCH ACTION AS THEY MAY CONSIDER NECESSARY OR APPROPRIATE FOR CARRYING THE SCHEME INTO EFFECT; AND (2) WITH EFFECT FROM THE PASSING OF THIS RESOLUTION, THE ARTICLES OF ASSOCIATION OF THE COMPANY BE AMENDED BY THE ADOPTION AND INCLUSION OF THE FOLLOWING NEW ARTICLE 167: "167 SCHEME OF ARRANGEMENT (A) IN THIS ARTICLE, THE "SCHEME" MEANS THE SCHEME OF ARRANGEMENT DATED 8 MARCH 2021 BETWEEN THE COMPANY AND ITS SCHEME SHAREHOLDERS (AS DEFINED IN THE SCHEME) UNDER PART 26 OF THE COMPANIES ACT 2006 IN ITS ORIGINAL FORM OR WITH OR SUBJECT TO ANY MODIFICATION, ADDITION OR CONDITION APPROVED OR IMPOSED BY THE COURT AND AGREED BY THE COMPANY AND RENESAS ELECTRONICS CORPORATION ("RENESAS") AND (SAVE AS DEFINED IN THIS ARTICLE) EXPRESSIONS DEFINED IN THE SCHEME SHALL HAVE THE SAME MEANINGS IN THIS ARTICLE. (B) NOTWITHSTANDING ANY OTHER PROVISION OF THESE ARTICLES OR THE TERMS OF ANY OTHER RESOLUTION PASSED BY THE COMPANY IN ANY GENERAL MEETING, IF THE COMPANY ISSUES OR TRANSFERS OUT OF TREASURY ANY ORDINARY SHARES (OTHER THAN TO RENESAS OR ITS NOMINEE(S)) ON OR AFTER THE ADOPTION OF THIS ARTICLE AND BEFORE THE SCHEME RECORD TIME, SUCH SHARES SHALL BE ISSUED OR TRANSFERRED SUBJECT TO THE TERMS OF THE SCHEME (AND SHALL BE SCHEME SHARES FOR THE PURPOSES THEREOF) AND THE HOLDERS OF SUCH SHARES SHALL BE BOUND BY THE SCHEME ACCORDINGLY. (C) SUBJECT TO THE SCHEME BECOMING EFFECTIVE, IF ANY ORDINARY SHARES ARE ISSUED OR TRANSFERRED OUT OF TREASURY TO ANY PERSON (A "NEW MEMBER") (OTHER THAN TO RENESAS OR ITS NOMINEE(S)) ON OR AFTER THE SCHEME RECORD TIME (THE "POST-SCHEME SHARES"), THEY SHALL BE IMMEDIATELY TRANSFERRED TO RENESAS (OR AS IT MAY DIRECT) IN CONSIDERATION OF THE PAYMENT TO THE NEW MEMBER OF AN AMOUNT IN CASH FOR EACH POST-SCHEME SHARE EQUAL TO THE CASH CONSIDERATION PER SCHEME SHARE PAYABLE PURSUANT TO THE SCHEME. (D) ON ANY REORGANISATION OF, OR MATERIAL ALTERATION TO, THE SHARE CAPITAL OF THE COMPANY (INCLUDING, WITHOUT LIMITATION, ANY SUBDIVISION AND/ OR CONSOLIDATION) EFFECTED AFTER THE SCHEME EFFECTIVE DATE, THE VALUE OF THE CASH PAYMENT PER SHARE TO BE PAID UNDER PARAGRAPH (C) OF THIS ARTICLE MAY BE ADJUSTED BY THE DIRECTORS IN SUCH MANNER AS THE AUDITORS OF THE COMPANY OR AN INDEPENDENT INVESTMENT BANK SELECTED BY THE COMPANY MAY DETERMINE TO BE APPROPRIATE TO REFLECT SUCH REORGANISATION OR ALTERATION. REFERENCES IN THIS ARTICLE TO ORDINARY SHARES SHALL, FOLLOWING SUCH ADJUSTMENT, BE CONSTRUED ACCORDINGLY. (E) TO GIVE EFFECT TO ANY TRANSFER OF POST-SCHEME SHARES, THE COMPANY MAY APPOINT ANY PERSON AS ATTORNEY AND/ OR AGENT FOR THE NEW MEMBER TO TRANSFER THE POST-SCHEME SHARES TO RENESAS AND/ OR ITS NOMINEE(S) AND DO ALL SUCH OTHER THINGS AND EXECUTE AND DELIVER ALL SUCH DOCUMENTS AS MAY IN THE OPINION OF THE ATTORNEY OR AGENT BE NECESSARY OR DESIRABLE TO VEST THE POST- SCHEME SHARES IN RENESAS OR ITS NOMINEE(S) AND PENDING SUCH VESTING TO EXERCISE ALL SUCH RIGHTS ATTACHING TO THE POST- SCHEME SHARES AS RENESAS MAY DIRECT. IF AN ATTORNEY OR AGENT IS SO APPOINTED, THE NEW MEMBER SHALL NOT THEREAFTER (EXCEPT TO THE EXTENT THAT THE ATTORNEY OR AGENT FAILS TO ACT IN ACCORDANCE WITH THE DIRECTIONS OF RENESAS) BE ENTITLED TO EXERCISE ANY RIGHTS ATTACHING TO THE POST- SCHEME SHARES UNLESS SO AGREED BY RENESAS. THE ATTORNEY OR AGENT SHALL BE EMPOWERED TO EXECUTE AND DELIVER AS TRANSFEROR A FORM OF TRANSFER OR OTHER INSTRUMENT OR INSTRUCTION OF TRANSFER ON BEHALF OF THE NEW MEMBER IN FAVOUR OF RENESAS AND/ OR ITS NOMINEE(S) AND THE COMPANY MAY GIVE A GOOD RECEIPT FOR THE CONSIDERATION FOR THE POST- SCHEME SHARES AND MAY REGISTER RENESAS AND/ OR ITS NOMINEE(S) AS HOLDER THEREOF AND ISSUE TO IT CERTIFICATES FOR THE SAME. THE COMPANY SHALL NOT BE OBLIGED TO ISSUE A CERTIFICATE TO THE NEW MEMBER FOR THE POST-SCHEME SHARES. RENESAS SHALL SEND A CHEQUE IN EURO DRAWN ON A GERMAN / UK CLEARING BANK IN FAVOUR OF THE NEW MEMBER FOR THE CONSIDERATION FOR SUCH POST- SCHEME SHARES TO THE NEW MEMBER WITHIN TEN BUSINESS DAYS OF THE ISSUE OR TRANSFER OF THE POST-SCHEME SHARES TO THE NEW MEMBER. (F) NOTWITHSTANDING ANY OTHER PROVISION OF THESE ARTICLES, NEITHER THE COMPANY NOR THE DIRECTORS SHALL REGISTER THE TRANSFER OF ANY SCHEME SHARES BETWEEN THE SCHEME RECORD TIME AND THE EFFECTIVE DATE." | Management | For | For | For | ||||||
CMMT | 12 MAR 2021: PLEASE NOTE THAT THE MEETING TYPE CHANGED FROM AGM TO OGM. 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 |
CHANGE HEALTHCARE INC
Security | 15912K100 | Meeting Type | Special |
Ticker Symbol | CHNG | Meeting Date | 13-Apr-2021 |
ISIN | US15912K1007 | Agenda | 935344983 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To adopt the Agreement and Plan of Merger, dated as of January 5, 2021, among Change Healthcare Inc., UnitedHealth Group Incorporated and Cambridge Merger Sub Inc. | Management | For | For | For | ||||||
2. | To approve, on a non-binding, advisory basis, certain compensation that may be paid or become payable to Change's named executive officers in connection with the Merger. | Management | For | For | For | ||||||
3. | To adjourn or postpone the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the proposal described above in Proposal 1. | Management | For | For | For |
CUBIC CORPORATION
Security | 229669106 | Meeting Type | Annual |
Ticker Symbol | CUB | Meeting Date | 13-Apr-2021 |
ISIN | US2296691064 | Agenda | 935394558 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | |||||||
1. | DIRECTOR | Management | ||||||||||
1 | Prithviraj Banerjee | For | For | For | ||||||||
2 | Bruce G. Blakley | For | For | For | ||||||||
3 | Maureen Breakiron-Evans | For | For | For | ||||||||
4 | Denise L. Devine | For | For | For | ||||||||
5 | Bradley H. Feldmann | For | For | For | ||||||||
6 | Carolyn A. Flowers | For | For | For | ||||||||
7 | Janice M. Hamby | For | For | For | ||||||||
8 | David F. Melcher | For | For | For | ||||||||
9 | Steven J. Norris | For | For | For | ||||||||
2. | Approval, on an advisory, non-binding basis, of the Company's named executive office compensation. | Management | For | For | For | |||||||
3. | Ratification of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending September 30, 2021. | Management | For | For | For |
INPHI CORPORATION
Security | 45772F107 | Meeting Type | Special |
Ticker Symbol | IPHI | Meeting Date | 15-Apr-2021 |
ISIN | US45772F1075 | Agenda | 935353487 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | Approval of Inphi Merger Proposal. To approve and adopt the Agreement and Plan of Merger and Reorganization, dated as of October 29, 2020 (the "Merger Agreement"), by and among Inphi, Marvell Technology Group Ltd. ("Marvell"), Marvell Technology, Inc. (f/k/a Maui HoldCo, Inc.), a wholly owned subsidiary of Marvell ("HoldCo"), Maui Acquisition Company Ltd, a wholly owned subsidiary of HoldCo ("Bermuda Merger Sub"),and Indigo Acquisition Corp., a wholly owned subsidiary of HoldCo ("Delaware Merger Sub"). | Management | For | For | For | ||||||
2. | Adjournment of Inphi Stockholder Meeting. To solicit additional proxies if there are not sufficient votes to approve and adopt the Merger Agreement. | Management | For | For | For | ||||||
3. | Approval of Compensation. To approve on an advisory (non-binding) basis, the compensation that may be received by Inphi's named executive officers in connection with the Mergers. | Management | For | For | For |
RDI REIT PLC
Security | G7392E103 | Meeting Type | ExtraOrdinary General Meeting |
Ticker Symbol | RDI | Meeting Date | 16-Apr-2021 |
ISIN | IM00BH3JLY32 | Agenda | 713731481 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1.A | FOR THE PURPOSE IN EACH CASE OF GIVING EFFECT TO THE SCHEME OF ARRANGEMENT: TO AUTHORISE THE DIRECTORS OF THE COMPANY TO TAKE ALL SUCH NECESSARY OR APPROPRIATE ACTION TO EFFECT THE SCHEME | Management | For | For | For | ||||||
1.B | FOR THE PURPOSE IN EACH CASE OF GIVING EFFECT TO THE SCHEME OF ARRANGEMENT: TO AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY | Management | For | For | For |
RDI REIT PLC
Security | G7392E103 | Meeting Type | Court Meeting |
Ticker Symbol | RDI | Meeting Date | 16-Apr-2021 |
ISIN | IM00BH3JLY32 | Agenda | 713732231 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
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 | For |
NIC INC.
Security | 62914B100 | Meeting Type | Special |
Ticker Symbol | EGOV | Meeting Date | 19-Apr-2021 |
ISIN | US62914B1008 | Agenda | 935358437 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To adopt the Agreement and Plan of Merger, dated as of February 9, 2021, as may be amended from time to time (which we refer to as the "merger agreement"), by and among NIC Inc. (which we refer to as "NIC"), Tyler Technologies Inc. (which we refer to as "Tyler") and Topos Acquisition, Inc. (which we refer to as "Merger Sub"), pursuant to which Merger Sub will merge with and into NIC (which we refer to as the "merger"), and NIC will continue as the surviving corporation and a wholly-owned subsidiary of Tyler. | Management | For | For | For | ||||||
2. | To approve, on a non-binding advisory basis, specified compensation that may be paid or become payable to NIC's named executive officers in connection with the merger and contemplated by the merger agreement. | Management | For | 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 constitute a quorum or to approve the proposal to adopt the merger agreement. | Management | For | For | For |
SBANKEN ASA
Security | R7565B108 | Meeting Type | Annual General Meeting |
Ticker Symbol | SBANK | Meeting Date | 22-Apr-2021 |
ISIN | NO0010739402 | Agenda | 713832310 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
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: POWER OF ATTORNEY (POA) REQUIREMENTS-VARY BY CUSTODIAN. GLOBAL CUSTODIANS MAY HAVE A POA IN PLACE WHICH WOULD-ELIMINATE THE NEED FOR THE INDIVIDUAL BENEFICIAL OWNER POA. IN THE ABSENCE OF-THIS ARRANGEMENT, AN INDIVIDUAL BENEFICIAL OWNER POA MAY BE REQUIRED. IF YOU-HAVE ANY QUESTIONS PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE. THANK-YOU | Non-Voting | |||||||||
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 | PLEASE NOTE THAT SHAREHOLDER DETAILS ARE REQUIRED TO VOTE AT THIS MEETING. IF-NO SHAREHOLDER DETAILS ARE PROVIDED, YOUR INSTRUCTION MAY CARRY A HEIGHTENED-RISK OF BEING REJECTED. THANK YOU | Non-Voting | |||||||||
CMMT | PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 539121 DUE TO RECEIPT OF-"CHANGE IN RECORD DATE" AND RECEIPT OF "UPDATED AGENDA". ALL VOTES RECEIVED-ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT-ON THIS MEETING NOTICE. THANK YOU | Non-Voting | |||||||||
1 | ELECTION OF MR FILIP TRUYEN TO CHAIR THE MEETING | Management | For | ||||||||
2 | APPROVAL OF THE NOTICE AND AGENDA | Management | For | ||||||||
3 | ELECTION OF A PERSON TO COSIGN THE MINUTES TOGETHER WITH THE CHAIRMAN OF THE MEETING | Management | For | ||||||||
4.A | APPROVAL OF THE ANNUAL REPORT AND ANNUAL FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR 2020 | Management | For | ||||||||
4.B | AUTHORISATION TO THE BOARD OF DIRECTORS TO DISTRIBUTE UP TO NOK 4.40 PER SHARE IN DIVIDEND FOR THE FINANCIAL YEAR 2020 | Management | For | ||||||||
5 | APPROVAL OF THE REMUNERATION TO THE AUDITOR FOR THE FINANCIAL YEAR 2020 | Management | For | ||||||||
6 | DETERMINATION OF THE REMUNERATION TO THE MEMBERS OF THE BOARD OF DIRECTORS AND THE BOARD COMMITTEES | Management | For | ||||||||
7 | DETERMINATION OF THE REMUNERATION TO THE MEMBERS OF THE NOMINATION COMMITTEE | Management | For | ||||||||
8 | APPROVAL OF THE POLICY ON THE FIXING OF SALARIES AND OTHER REMUNERATION TO EXECUTIVE MANAGEMENT AND NONEXECUTIVE DIRECTORS PURSUANT TO SECTION 6 16A OF THE PUBLIC LIMITED COMPANIES ACT | Management | For | ||||||||
9 | STATEMENT OF CORPORATE GOVERNANCE PURSUANT TO SECTION 3 3B OF THE ACCOUNTING-ACT | Non-Voting | |||||||||
10.1 | ELECTION OF THE CHAIRMAN AND MEMBER TO THE NOMINATION COMMITTEE: SUSANNE MUNCH THORE (CHAIRMAN, ELECTION) | Management | For | ||||||||
10.2 | ELECTION OF THE CHAIRMAN AND MEMBER TO THE NOMINATION COMMITTEE: BERIT HENRIKSEN (MEMBER, ELECTION) | Management | For | ||||||||
10.3 | ELECTION OF THE CHAIRMAN AND MEMBER TO THE NOMINATION COMMITTEE: OISTEIN WIDDING (MEMBER, ELECTION) | Management | For | ||||||||
11.1 | ELECTION OF THE CHAIRMAN AND MEMBER TO THE BOARD OF THE DIRECTORS: NIKLAS MIDTBY (CHAIRMAN, REELECTION) | Management | For | ||||||||
11.2 | ELECTION OF THE CHAIRMAN AND MEMBER TO THE BOARD OF THE DIRECTORS: MAILILL IBSEN (MEMBER, REELECTION) | Management | For | ||||||||
11.3 | ELECTION OF THE CHAIRMAN AND MEMBER TO THE BOARD OF THE DIRECTORS: RAGNHILD WIBORG (MEMBER, REELECTION) | Management | For | ||||||||
11.4 | ELECTION OF THE CHAIRMAN AND MEMBER TO THE BOARD OF THE DIRECTORS: HERMAN KORSGAARD (MEMBER, NEW) | Management | For | ||||||||
12 | AUTHORISATION TO THE BOARD OF DIRECTORS TO ACQUIRE OWN SHARES | Management | For | ||||||||
13.1 | AUTHORISATION TO THE BOARD OF DIRECTORS TO ISSUE: HYBRID CAPITAL INSTRUMENTS (TIER 1) | Management | For | ||||||||
13.2 | AUTHORISATION TO THE BOARD OF DIRECTORS TO ISSUE: SUBORDINATED DEBT (TIER 2) | Management | For | ||||||||
13.3 | AUTHORISATION TO THE BOARD OF DIRECTORS TO ISSUE: SENIOR NON- PREFERRED DEBT (TIER 3) | Management | For | ||||||||
14 | AUTHORISATION TO THE BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL BY SUBSCRIPTION OF NEW SHARES | Management | For |
GW PHARMACEUTICALS PLC
Security | 36197T103 | Meeting Type | Special |
Ticker Symbol | GWPH | Meeting Date | 23-Apr-2021 |
ISIN | US36197T1034 | Agenda | 935358374 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
C1 | To approve (with or without modification) a scheme of arrangement pursuant to Part 26 of the UK Companies Act 2006 (the "Scheme"). | Management | For | For | For | ||||||
S1 | Special Resolution: To authorize the Board of Directors of GW Pharmaceuticals plc (the "Company") to take all such action to give effect to the Scheme, including the amendments to the Articles of Association of the Company. | Management | For | For | For | ||||||
O1 | Ordinary Resolution: To approve (on a non- binding, advisory basis) certain compensation arrangements that may be paid or become payable to the Company's named executive officers. | Management | For | For | For |
GLU MOBILE INC.
Security | 379890106 | Meeting Type | Special |
Ticker Symbol | GLUU | Meeting Date | 26-Apr-2021 |
ISIN | US3798901068 | Agenda | 935371853 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To adopt the Agreement and Plan of Merger (as it may be amended from time to time, the "Merger Agreement"), dated as of February 8, 2021, by and among Electronic Arts Inc. ("Electronic Arts"), a Delaware corporation, Giants Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of Electronic Arts, and Glu Mobile Inc., a Delaware corporation. | Management | For | 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. | Management | For | For | For | ||||||
3. | To approve the adjournment of the virtual special meeting to a later date or dates, if our board of directors determines that it is necessary or appropriate, and is permitted by the Merger Agreement, to (i) solicit additional proxies if (a) there is not a quorum present or represented by proxy or (b) there are insufficient votes to adopt the Merger Agreement, (ii) give holders of our common stock, par value $0.0001 per share, additional time to evaluate any supplemental or amended disclosure or (iii) otherwise comply with applicable law. | Management | For | For | For |
CERVED GROUP S.P.A.
Security | T2R840120 | Meeting Type | Annual General Meeting |
Ticker Symbol | CERV | Meeting Date | 27-Apr-2021 |
ISIN | IT0005010423 | Agenda | 713908955 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
CMMT | PLEASE NOTE THAT BENEFICIAL OWNER DETAILS IS REQUIRED FOR THIS MEETING. IF NO-BENEFICIAL OWNER DETAILS IS PROVIDED, YOUR INSTRUCTION MAY BE REJECTED. THANK-YOU. | Non-Voting | |||||||||
CMMT | PLEASE NOTE THAT SHAREHOLDER DETAILS ARE REQUIRED TO VOTE AT THIS MEETING. IF-NO SHAREHOLDER DETAILS ARE PROVIDED, YOUR INSTRUCTION MAY CARRY A HEIGHTENED-RISK OF BEING REJECTED. THANK YOU | Non-Voting | |||||||||
CMMT | PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 539105 DUE TO RECEIPT OF-ADDITIONAL RESOLUTION O.1.bis. ALL VOTES RECEIVED ON THE PREVIOUS MEETING-WILL BE DISREGARDED IF VOTE DEADLINE EXTENSIONS ARE GRANTED. THEREFORE PLEASE- REINSTRUCT ON THIS MEETING NOTICE ON THE NEW JOB. IF HOWEVER VOTE DEADLINE- EXTENSIONS ARE NOT GRANTED IN THE MARKET, THIS MEETING WILL BE CLOSED AND-YOUR VOTE INTENTIONS ON THE ORIGINAL MEETING WILL BE APPLICABLE. PLEASE-ENSURE VOTING IS SUBMITTED PRIOR TO CUTOFF ON THE ORIGINAL MEETING, AND AS-SOON AS POSSIBLE ON THIS NEW AMENDED MEETING. THANK YOU | Non-Voting | |||||||||
CMMT | INTERMEDIARY CLIENTS ONLY - PLEASE NOTE THAT IF YOU ARE CLASSIFIED AS AN-INTERMEDIARY CLIENT UNDER THE SHAREHOLDER RIGHTS DIRECTIVE II, YOU SHOULD BE- PROVIDING THE UNDERLYING SHAREHOLDER INFORMATION AT THE VOTE INSTRUCTION-LEVEL. IF YOU ARE UNSURE ON HOW TO PROVIDE THIS LEVEL OF DATA TO BROADRIDGE- OUTSIDE OF PROXYEDGE, PLEASE SPEAK TO YOUR DEDICATED CLIENT SERVICE-REPRESENTATIVE FOR ASSISTANCE | Non-Voting | |||||||||
o.1.a | THE ANNUAL FINANCIAL STATEMENTS AT 31 DECEMBER 2020; PRESENTATION OF THE CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER 2020; THE DIRECTORS', BOARD OF STATUTORY AUDITORS' AND INDEPENDENT AUDITORS' REPORTS: APPROVAL OF THE ANNUAL FINANCIAL STATEMENTS; RELATED AND CONSEQUENT RESOLUTIONS | Management | For | For | For | ||||||
o.1.b | THE ANNUAL FINANCIAL STATEMENTS AT 31 DECEMBER 2020; PRESENTATION OF THE CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER 2020; THE DIRECTORS', BOARD OF STATUTORY AUDITORS' AND INDEPENDENT AUDITORS' REPORTS: ALLOCATION OF THE ANNUAL RESULT; RELATED AND CONSEQUENT RESOLUTIONS | Management | For | For | For | ||||||
o1bis | DISTRIBUTION TO THE SHAREHOLDERS OF AN EXTRAORDINARY DIVIDEND OF EUR0.50 (EURO FIFTY CENTS) FOR EACH OUTSTANDING SHARE, THROUGH THE USE OF THE AVAILABLE RESERVES, EVEN IN THE ABSENCE OF A DISTRIBUTABLE PROFIT; RELATED AND CONSEQUENT RESOLUTIONS | Management | Against | For | Against | ||||||
o.2.a | REPORT ON REMUNERATION POLICY AND FEES PAID PURSUANT TO ARTICLE 123-TER, PARAGRAPHS 3-BIS AND 6 OF LEGISLATIVE DECREE 58/98:BINDING RESOLUTION ON THE FIRST SECTION RELATING TO THE REMUNERATION POLICY, PREPARED PURSUANT TO ARTICLE 123-TER PARAGRAPH 3 OF LEGISLATIVE DECREE 58/98 | Management | For | For | For | ||||||
o.2.b | REPORT ON REMUNERATION POLICY AND FEES PAID PURSUANT TO ARTICLE 123-TER, PARAGRAPHS 3-BIS AND 6 OF LEGISLATIVE DECREE 58/98:NON-BINDING RESOLUTION ON THE SECOND SECTION RELATING TO THE FEES PAID, PREPARED PURSUANT TO ARTICLE 123-TER PARAGRAPH 4 OF LEGISLATIVE DECREE 58/98 | Management | For | For | For | ||||||
o.3 | AUTHORISATION FOR PURCHASE AND DISPOSAL OF TREASURY SHARES, AFTER REVOCATION OF THE PREVIOUS AUTHORISATION GRANTED BY THE SHAREHOLDERS' MEETING ON 20 MAY 2020; RELATED AND CONSEQUENT RESOLUTIONS | Management | For | For | For | ||||||
o.4 | APPOINTMENT OF THE INDEPENDENT AUDITOR FOR THE PERIOD 2023-2031 AND DETERMINATION OF THE FEE. RELATED AND CONSEQUENT RESOLUTIONS | Management | For | For | For |
CUBIC CORPORATION
Security | 229669106 | Meeting Type | Special |
Ticker Symbol | CUB | Meeting Date | 27-Apr-2021 |
ISIN | US2296691064 | Agenda | 935368262 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | Proposal to adopt the Agreement and Plan of Merger, dated as of February 7, 2021 (as may be amended from time to time, the "merger agreement"), by and among Cubic Corporation, a Delaware corporation (the "Company"), Atlas CC Acquisition Corp., a Delaware corporation ("Parent"), and Atlas Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Sub"). | Management | Against | For | Against | ||||||
2. | 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 and that is based on, or otherwise relates to, the merger of Sub with and into the Company, as contemplated by the merger agreement. | Management | Against | For | Against | ||||||
3. | Proposal to adjourn the special meeting from time to time 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 | Against | For | Against |
FIRST CITIZENS BANCSHARES, INC.
Security | 31946M103 | Meeting Type | Annual |
Ticker Symbol | FCNCA | Meeting Date | 27-Apr-2021 |
ISIN | US31946M1036 | Agenda | 935346925 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | |||||||
1. | DIRECTOR | Management | ||||||||||
1 | John M. Alexander, Jr. | Withheld | For | Against | ||||||||
2 | Victor E. Bell III | Withheld | For | Against | ||||||||
3 | Peter M. Bristow | Withheld | For | Against | ||||||||
4 | Hope H. Bryant | Withheld | For | Against | ||||||||
5 | H. Lee Durham, Jr. | Withheld | For | Against | ||||||||
6 | Daniel L. Heavner | Withheld | For | Against | ||||||||
7 | Frank B. Holding, Jr. | Withheld | For | Against | ||||||||
8 | Robert R. Hoppe | Withheld | For | Against | ||||||||
9 | Floyd L. Keels | Withheld | For | Against | ||||||||
10 | Robert E. Mason IV | Withheld | For | Against | ||||||||
11 | Robert T. Newcomb | Withheld | For | Against | ||||||||
2. | Non-binding advisory resolution ("say-on- pay" resolution) to approve compensation paid or provided to BancShares' named executive officers as disclosed in the proxy statement for the Annual Meeting. | Management | Abstain | For | Against | |||||||
3. | Proposal to ratify the appointment of BancShares' independent accountants for 2021. | Management | Abstain | For | Against |
CORELOGIC, INC.
Security | 21871D103 | Meeting Type | Special |
Ticker Symbol | CLGX | Meeting Date | 28-Apr-2021 |
ISIN | US21871D1037 | Agenda | 935382046 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | Proposal to adopt the Agreement and Plan of Merger, dated as of February 4, 2021 (as it may be amended from time to time, the "Merger Agreement"), by and among Celestial-Saturn Parent Inc., Celestial- Saturn Merger Sub Inc., and CoreLogic, Inc. | Management | For | For | For | ||||||
2. | Non-binding, advisory proposal to approve compensation that will or may become payable by CoreLogic, Inc. to its named executive officers in connection with the merger contemplated by the Merger Agreement. | Management | For | For | For |
CANTEL MEDICAL CORP.
Security | 138098108 | Meeting Type | Special |
Ticker Symbol | CMD | Meeting Date | 29-Apr-2021 |
ISIN | US1380981084 | Agenda | 935389280 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | Proposal No. 1: Cantel Merger Proposal. To adopt the Agreement and Plan of Merger, dated as of January 12, 2021, as such agreement may be amended from time to time, among Cantel, and STERIS plc, Solar New US Holding Co, LLC, which is referred to as US Holdco, and Crystal Merger Sub 1, LLC, which is referred to as Crystal Merger Sub, as amended on March 1, 2021. | Management | For | For | For | ||||||
2. | Proposal No. 2: Compensation Proposal. To approve, by a non-binding advisory vote, certain compensation that may be paid or become payable to Cantel's named executive officers that is based on or otherwise relates to the Mergers. | Management | For | For | For |
COOPER TIRE & RUBBER COMPANY
Security | 216831107 | Meeting Type | Special |
Ticker Symbol | CTB | Meeting Date | 30-Apr-2021 |
ISIN | US2168311072 | Agenda | 935389254 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | Adopt the Agreement and Plan of Merger, dated as of February 22, 2021, by and among The Goodyear Tire & Rubber Company, Vulcan Merger Sub Inc., a wholly owned subsidiary of The Goodyear Tire & Rubber Company, and Cooper Tire & Rubber Company. | Management | For | For | For | ||||||
2. | Approve, on a non-binding advisory basis, the compensation that may be paid or become payable to Cooper Tire & Rubber Company's named executive officers that is based on or otherwise relates to the merger. | Management | For | For | For | ||||||
3. | Approve the adjournment of the Cooper Tire & Rubber Company special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to adopt the merger agreement. | Management | For | For | For |
BOSTON PRIVATE FINANCIAL HOLDINGS, INC.
Security | 101119105 | Meeting Type | Contested-Special |
Ticker Symbol | BPFH | Meeting Date | 04-May-2021 |
ISIN | US1011191053 | Agenda | 935364276 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | Approve the Agreement and Plan of Merger, dated as of January 4, 2021, as it may be amended from time to time, by and between SVB Financial Group, a Delaware corporation, and Boston Private Financial Holdings, Inc., a Massachusetts corporation (the "merger agreement"). | Management | For | For | For | ||||||
2. | Approve, on an advisory (non-binding) basis, certain compensation arrangements for Boston Private's named executive officers in connection with the merger contemplated by the merger agreement. | Management | For | For | For | ||||||
3. | Adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting or any adjournment or postponement thereof to approve the merger agreement. | Management | For | For | For |
BOSTON PRIVATE FINANCIAL HOLDINGS, INC.
Security | 101119105 | Meeting Type | Contested-Special |
Ticker Symbol | BPFH | Meeting Date | 04-May-2021 |
ISIN | US1011191053 | Agenda | 935364276 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | Approve the Agreement and Plan of Merger, dated as of January 4, 2021, as it may be amended from time to time, by and between SVB Financial Group, a Delaware corporation, and Boston Private Financial Holdings, Inc., a Massachusetts corporation (the "merger agreement"). | Management | For | For | For | ||||||
2. | Approve, on an advisory (non-binding) basis, certain compensation arrangements for Boston Private's named executive officers in connection with the merger contemplated by the merger agreement. | Management | For | For | For | ||||||
3. | Adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting or any adjournment or postponement thereof to approve the merger agreement. | Management | For | For | For |
BOSTON PRIVATE FINANCIAL HOLDINGS, INC.
Security | 101119105 | Meeting Type | Contested-Special |
Ticker Symbol | BPFH | Meeting Date | 04-May-2021 |
ISIN | US1011191053 | Agenda | 935371790 - Opposition |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | The Company's proposal the Agreement and Plan of Merger, dated as of January 4, 2021, as it may be amended from time to time, by and between SVB Financial Group, a Delaware corporation, and Boston Private Financial Holdings, Inc., a Massachusetts corporation. | Management | Against | ||||||||
2. | The Company's proposal to approve, on an advisory (non-binding) basis, certain compensation arrangements for Boston Private's named executive officers in connection with the merger contemplated by the merger agreement. | Management | Against | ||||||||
3. | The Company's proposal to approve an 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 or any adjournment or postponement thereof to approve the merger agreement. | Management | Against |
DIALOG SEMICONDUCTOR PLC
Security | G5821P111 | Meeting Type | Annual General Meeting |
Ticker Symbol | DIG | Meeting Date | 04-May-2021 |
ISIN | GB0059822006 | Agenda | 713744452 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1 | RECEIPT OF THE COMPANY'S REPORT AND ACCOUNTS | Management | For | For | For | ||||||
2 | APPROVAL OF DIRECTORS' REMUNERATION REPORT | Management | For | For | For | ||||||
3 | RE-APPOINTMENT OF DELOITTE LLP AS AUDITOR OF THE COMPANY | Management | For | For | For | ||||||
4 | AUTHORITY TO AGREE THE AUDITOR'S REMUNERATION | Management | For | For | For | ||||||
5 | RE-APPOINTMENT OF ALAN CAMPBELL AS A DIRECTOR OF THE COMPANY | Management | For | For | For | ||||||
6 | RE-APPOINTMENT OF NICHOLAS JEFFERY AS A DIRECTOR OF THE COMPANY | Management | For | For | For | ||||||
7 | RE-APPOINTMENT OF EAMONN O'HARE AS A DIRECTOR OF THE COMPANY | Management | For | For | For | ||||||
8 | DIRECTORS' AUTHORITY TO ALLOT SHARES | Management | For | For | For | ||||||
9 | ADDITIONAL AUTHORITY TO ALLOT SHARES IN CONNECTION WITH A RIGHTS ISSUE | Management | For | For | For | ||||||
10 | DISAPPLICATION OF PRE-EMPTION RIGHTS | Management | For | For | For | ||||||
11 | ADDITIONAL DISAPPLICATION OF PRE- EMPTION RIGHTS | Management | For | For | For | ||||||
12 | AUTHORITY TO ENTER INTO CONTINGENT FORWARD SHARE PURCHASE CONTRACT WITH BARCLAYS BANK PLC | Management | For | For | For | ||||||
13 | AUTHORITY TO ENTER INTO CONTINGENT FORWARD SHARE PURCHASE CONTRACT WITH GOLDMAN SACHS INTERNATIONAL | Management | For | For | For | ||||||
14 | AUTHORITY TO ENTER INTO CONTINGENT FORWARD SHARE PURCHASE CONTRACT WITH HSBC BANK PLC | Management | For | For | For | ||||||
15 | AUTHORITY TO ENTER INTO CONTINGENT FORWARD SHARE PURCHASE CONTRACT WITH MERRILL LYNCH INTERNATIONAL | Management | For | For | For | ||||||
16 | NOTICE PERIOD FOR GENERAL MEETINGS | Management | For | For | For |
AEROJET ROCKETDYNE HOLDINGS, INC.
Security | 007800105 | Meeting Type | Annual |
Ticker Symbol | AJRD | Meeting Date | 05-May-2021 |
ISIN | US0078001056 | Agenda | 935353780 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | |||||||
1 | DIRECTOR | Management | ||||||||||
1 | Gen Kevin P. Chilton | For | For | For | ||||||||
2 | Thomas A. Corcoran | For | For | For | ||||||||
3 | Eileen P. Drake | For | For | For | ||||||||
4 | James R. Henderson | For | For | For | ||||||||
5 | Warren G. Lichtenstein | For | For | For | ||||||||
6 | Gen Lance W. Lord | For | For | For | ||||||||
7 | Audrey A. McNiff | For | For | For | ||||||||
8 | Martin Turchin | For | For | For | ||||||||
2. | Advisory vote to approve Aerojet Rocketdyne's executive compensation. | Management | For | For | For | |||||||
3. | Ratification of the appointment of PricewaterhouseCoopers LLP, an independent registered public accounting firm, as independent auditors of the Company for the year ending December 31, 2021. | Management | For | For | For |
IHS MARKIT LTD
Security | G47567105 | Meeting Type | Annual |
Ticker Symbol | INFO | Meeting Date | 05-May-2021 |
ISIN | BMG475671050 | Agenda | 935359679 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1A. | Election of Director: Lance Uggla | Management | For | For | For | ||||||
1B. | Election of Director: John Browne (The Lord Browne of Madingley) | Management | For | For | For | ||||||
1C. | Election of Director: Dinyar S. Devitre | Management | For | For | For | ||||||
1D. | Election of Director: Ruann F. Ernst | Management | For | For | For | ||||||
1E. | Election of Director: Jacques Esculier | Management | For | For | For | ||||||
1F. | Election of Director: Gay Huey Evans | Management | For | For | For | ||||||
1G. | Election of Director: William E. Ford | Management | For | For | For | ||||||
1H. | Election of Director: Nicoletta Giadrossi | Management | For | For | For | ||||||
1I. | Election of Director: Robert P. Kelly | Management | For | For | For | ||||||
1J. | Election of Director: Deborah Doyle McWhinney | Management | For | For | For | ||||||
1K. | Election of Director: Jean-Paul L. Montupet | Management | For | For | For | ||||||
1L. | Election of Director: Deborah K. Orida | Management | For | For | For | ||||||
1M. | Election of Director: James A. Rosenthal | Management | For | For | For | ||||||
2. | To approve, on an advisory, non-binding basis, the compensation of the Company's named executive officers. | Management | For | For | For | ||||||
3. | To approve the appointment of Ernst & Young LLP as the Company's independent registered public accountants until the close of the next Annual General Meeting of Shareholders and to authorize the Company's Board of Directors, acting by the Audit Committee, to determine the remuneration of the independent registered public accountants. | Management | For | For | For |
ORANGE BELGIUM S.A.
Security | B6404X104 | Meeting Type | Ordinary General Meeting |
Ticker Symbol | OBEL | Meeting Date | 05-May-2021 |
ISIN | BE0003735496 | Agenda | 713773061 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
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) MAY BE 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 | PLEASE NOTE THAT SHAREHOLDER DETAILS ARE REQUIRED TO VOTE AT THIS MEETING. IF-NO SHAREHOLDER DETAILS ARE PROVIDED, YOUR INSTRUCTION MAY CARRY A HEIGHTENED-RISK OF BEING REJECTED. THANK YOU | Non-Voting | |||||||||
A | PRESENTATION AND DISCUSSION OF THE BOARD OF DIRECTORS' MANAGEMENT REPORT ON-THE COMPANY'S ANNUAL ACCOUNTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2020 | Non-Voting | |||||||||
B | PRESENTATION AND DISCUSSION OF THE STATUTORY AUDITOR'S REPORT ON THE-COMPANY'S SAID ANNUAL ACCOUNTS | Non-Voting | |||||||||
1 | THE GENERAL MEETING APPROVES THE REMUNERATION REPORT FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2020 | Management | For | For | For | ||||||
2 | THE GENERAL MEETING APPROVES THE REMUNERATION POLICY ESTABLISHED PURSUANT TO ARTICLE 7:89/1 OF THE CODE ON COMPANIES AND ASSOCIATIONS | Management | For | For | For | ||||||
3 | THE GENERAL MEETING APPROVES THE COMPANY'S ANNUAL ACCOUNTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2020, INCLUDING THE APPROPRIATION OF THE RESULT AS PROPOSED, IN PARTICULAR DISTRIBUTION OF AN ORDINARY GROSS DIVIDEND OF FIFTY EUROCENTS (EUR 0.50) PER SHARE, PAYABLE IN EXCHANGE FOR COUPON NO. 21 AS FOLLOWS: "EX DIVIDEND DATE" ON 15 JUNE 2021; "RECORD DATE" ON 16 JUNE 2021; AND "PAYMENT DATE" ON 17 JUNE 2021. THE GENERAL MEETING DECIDES TO GRANT AN IDENTICAL PROFIT PREMIUM PURSUANT TO THE LAW OF 22 MAY 2001 REGARDING THE EMPLOYEE PARTICIPATION IN THE COMPANY'S CAPITAL AND THE ESTABLISHMENT OF A PROFIT PREMIUM FOR EMPLOYEES, IN ORDER TO INVOLVE THE EMPLOYEES IN THE RESULTS OF THE FINANCIAL YEAR STARTING ON 1 JANUARY 2020 AND ENDING ON 31 DECEMBER 2020. THE IDENTICAL PROFIT PREMIUM THAT THE GENERAL MEETING DECIDES TO GRANT THE EMPLOYEES SHALL COMPLY WITH THE FOLLOWING TERMS: - THE GROSS PROFIT PREMIUM AMOUNTS TO EIGHT HUNDRED FIFTY EUROS AND NINETEEN EUROCENTS (EUR 850.19) FOR AN EMPLOYEE HAVING AN EMPLOYMENT CONTRACT WITH ORANGE BELGIUM SA AND HAVING WORKED ON A FULL TIME BASIS DURING THE FINANCIAL YEAR STARTING ON 1 JANUARY 2020 AND ENDING ON 31 DECEMBER 2020. THE AMOUNT WILL BE GRANTED PROPORTIONALLY IN RELATION TO THE ACTUAL OCCUPATION OF THE EMPLOYEES DURING THE FINANCIAL YEAR 2020. - THE AMOUNT OF THE PROFIT PREMIUM WILL BE CALCULATED PRORATA TEMPORIS (ON A DAILY BASIS) IN CASE OF VOLUNTARY SUSPENSION OR TERMINATION OF THE EMPLOYMENT CONTRACT. NO PROFIT PREMIUM WILL BE GRANTED TO EMPLOYEES DISMISSED FOR SERIOUS CAUSE OR WHO VOLUNTARILY TERMINATED THEIR EMPLOYMENT WITH THE COMPANY DURING THE FINANCIAL YEAR STARTING ON 1 JANUARY 2020 AND ENDING ON 31 DECEMBER 2020 | Management | For | For | For | ||||||
4 | THE GENERAL MEETING GRANTS THE DIRECTORS DISCHARGE FOR THE PERFORMANCE OF THEIR FUNCTION UP TO AND INCLUDING 31 DECEMBER 2020 | Management | For | For | For | ||||||
5 | THE GENERAL MEETING GRANTS THE STATUTORY AUDITOR DISCHARGE FOR THE PERFORMANCE OF ITS FUNCTION UP TO AND INCLUDING 31 DECEMBER 2020 | Management | For | For | For | ||||||
6 | THE GENERAL MEETING RESOLVES TO PROCEED TO THE APPOINTMENT OF MR MATTHIEU BOUCHERY AS DIRECTOR OF THE COMPANY, WITH EFFECT AS OF TODAY, FOR A TERM OF TWO YEARS. HIS MANDATE WILL BE UNREMUNERATED AND WILL EXPIRE AFTER THE ORDINARY GENERAL MEETING IN 2023 | Management | For | For | For | ||||||
7 | THE GENERAL MEETING RESOLVES TO RE-APPOINT MRS CLARISSE HERIARD DUBREUIL AS DIRECTOR FOR A TERM OF TWO YEARS. HER MANDATE WILL EXPIRE AFTER THE ORDINARY GENERAL MEETING IN 2023 | Management | For | For | For | ||||||
8 | THE GENERAL MEETING RESOLVES TO PROCEED TO THE FINAL APPOINTMENT OF MRS MARI-NOELLE JEGO- LAVEISSIERE (CO-OPTED BY THE BOARD OF DIRECTORS ON 23 JULY 2020, WITH EFFECT AS OF 1 SEPTEMBER 2020, IN REPLACEMENT OF MRS VALERIE LE BOULANGER, RESIGNING DIRECTOR) AS DIRECTOR OF THE COMPANY, AND TO RENEW HER MANDATE FOR A TERM OF TWO YEARS. HER MANDATE WILL EXPIRE AFTER THE ORDINARY GENERAL MEETING IN 2023 | Management | For | For | For | ||||||
9 | THE GENERAL MEETING RESOLVES TO RE-APPOINT BVBA K2A MANAGEMENT AND INVESTMENT SERVICES REPRESENTED BY MR WILFRIED VERSTRAETE AS DIRECTOR FOR A TERM OF TWO YEARS. ITS MANDATE WILL EXPIRE AFTER THE ORDINARY GENERAL MEETING IN 2023. IT APPEARS FROM THE ELEMENTS KNOWN BY THE COMPANY AND FROM THE STATEMENT MADE BY BVBA K2A MANAGEMENT AND INVESTMENT SERVICES REPRESENTED BY MR WILFRIED VERSTRAETE THAT THEY MEET THE INDEPENDENCE CRITERIA SET OUT IN ARTICLE 7:87 OF THE CODE ON COMPANIES AND ASSOCIATIONS AND IN ARTICLE 3.5 OF THE CODE OF CORPORATE GOVERNANCE | Management | For | For | For | ||||||
10 | THE GENERAL MEETING RESOLVES TO RE-APPOINT SPRL LEADERSHIP AND MANAGEMENT ADVISORY SERVICES (LMAS) REPRESENTED BY MR GREGOIRE DALLEMAGNE AS DIRECTOR FOR A TERM OF TWO YEARS. ITS MANDATE WILL EXPIRE AFTER THE ORDINARY GENERAL MEETING IN 2023. IT APPEARS FROM THE ELEMENTS KNOWN BY THE COMPANY AND FROM THE STATEMENT MADE BY SPRL LEADERSHIP AND MANAGEMENT ADVISORY SERVICES REPRESENTED BY MR GREGOIRE DALLEMAGNE THAT THEY MEET THE INDEPENDENCE CRITERIA SET OUT IN ARTICLE 7:87 OF THE CODE ON COMPANIES AND ASSOCIATIONS AND IN ARTICLE 3.5 OF THE CODE OF CORPORATE GOVERNANCE | Management | For | For | For | ||||||
11 | THE GENERAL MEETING RESOLVES TO RE-APPOINT MRS BEATRICE MANDINE AS DIRECTOR FOR A TERM OF TWO YEARS. HER MANDATE WILL EXPIRE AFTER THE ORDINARY GENERAL MEETING IN 2023 | Management | For | For | For | ||||||
12 | THE GENERAL MEETING RESOLVES TO RE-APPOINT MR CHRISTOPHE NAULLEAU AS DIRECTOR FOR A TERM OF TWO YEARS. HIS MANDATE WILL EXPIRE AFTER THE ORDINARY GENERAL MEETING IN 2023 | Management | For | For | For | ||||||
13 | THE GENERAL MEETING RESOLVES TO PROCEED TO THE FINAL APPOINTMENT OF MR XAVIER PICHON (CO-OPTED BY THE BOARD OF DIRECTORS ON 23 JULY 2020, WITH EFFECT AS OF 1 SEPTEMBER 2020, IN REPLACEMENT OF MR ICHAEL TRABBIA, RESIGNING DIRECTOR) AS DIRECTOR OF THE COMPANY, AND TO RENEW HIS MANDATE FOR A TERM OF TWO YEARS. HIS MANDATE WILL EXPIRE AFTER THE ORDINARY GENERAL MEETING IN 2023 | Management | For | For | For | ||||||
14 | THE GENERAL MEETING RESOLVES TO RE-APPOINT BVBA THE HOUSE OF VALUE - ADVISORY & SOLUTIONS REPRESENTED BY MR JOHAN DESCHUYFFELEER AS DIRECTOR FOR A TERM OF TWO YEARS. ITS MANDATE WILL EXPIRE AFTER THE ORDINARY GENERAL MEETING IN 2023 | Management | For | For | For | ||||||
15 | THE GENERAL MEETING RESOLVES TO RE-APPOINT SPRL SOCIETE DE CONSEIL EN GESTION ET STRATEGIE D'ENTREPRISES (SOGESTRA) REPRESENTED BY MRS NADINE ROZENCWZEIG-LEMAITRE AS DIRECTOR FOR A TERM OF TWO YEARS. ITS MANDATE WILL EXPIRE AFTER THE ORDINARY GENERAL MEETING IN 2023. IT APPEARS FROM THE ELEMENTS KNOWN BY THE COMPANY AND FROM THE STATEMENT MADE BY SPRL SOCIETE DE CONSEIL EN GESTION ET STRATEGIE D'ENTREPRISES REPRESENTED BY MRS NADINE ROZENCWZEIG-LEMAITRE THAT THEY MEET THE INDEPENDENCE CRITERIA SET OUT IN ARTICLE 7:87 OF THE CODE ON COMPANIES AND ASSOCIATIONS AND IN ARTICLE 3.5 OF THE CODE OF CORPORATE GOVERNANCE | Management | For | For | For | ||||||
16 | THE GENERAL MEETING RESOLVES TO RE-APPOINT MR JEAN-MARC VIGNOLLES AS DIRECTOR FOR A TERM OF TWO YEARS. HIS MANDATE WILL EXPIRE AFTER THE ANNUAL GENERAL MEETING IN 2023 | Management | For | For | For | ||||||
17 | ON THE PROPOSAL OF THE BOARD OF DIRECTORS, THE GENERAL MEETING RESOLVES AS FOLLOWS: - THE REMUNERATION OF EACH INDEPENDENT DIRECTOR IS FIXED AT A LUMP SUM OF THIRTY-SIX THOUSAND EURO (EUR 36,000) PER FULL FINANCIAL YEAR. ADDITIONAL REMUNERATION OF TWO THOUSAND FOUR HUNDRED EURO (EUR 2,400) WILL BE GRANTED TO EACH INDEPENDENT DIRECTOR FOR EACH MEETING OF A COMMITTEE OF THE COMPANY OF WHICH THAT INDEPENDENT DIRECTOR IS A MEMBER AND WHICH THAT INDEPENDENT DIRECTOR HAS PERSONALLY ATTENDED. THIS ADDITIONAL REMUNERATION IS CAPPED, FOR EACH INDEPENDENT DIRECTOR, AT FOURTEEN THOUSAND FOUR HUNDRED EURO (EUR 14,400) PER FINANCIAL YEAR AND PER STATUTORY COMMITTEE AND AT TWELVE THOUSAND EURO (EUR 12,000) FOR NON-STATUTORY COMMITTEES. THE PAYMENT OF ALL REMUNERATION WILL BE MADE (WHERE APPLICABLE PRO RATA) AFTER THE GENERAL MEETING APPROVING THE ANNUAL ACCOUNTS FOR THE RELEVANT FINANCIAL YEAR. - THE REMUNERATION OF THE CHAIRMAN OF THE BOARD OF DIRECTORS IS FIXED AT A LUMP SUM OF SEVENTY-TWO THOUSAND EURO (EUR 72,000) PER FULL FINANCIAL YEAR AND FOR THE ENTIRE DURATION OF HIS MANDATE AS CHAIRMAN. ADDITIONAL REMUNERATION OF TWO THOUSAND FOUR HUNDRED EURO (EUR 2,400) WILL BE GRANTED TO THE CHAIRMAN FOR EACH MEETING OF A COMMITTEE OF THE COMPANY OF WHICH THE CHAIRMAN IS A MEMBER AND WHICH HE HAS PERSONALLY ATTENDED. THE ABOVE-MENTIONED CAPS WILL ALSO APPLY TO HIM. THE PAYMENT OF ALL REMUNERATION WILL BE MADE (WHERE APPLICABLE PRO RATA) AFTER THE GENERAL MEETING APPROVING THE ANNUAL ACCOUNTS FOR THE RELEVANT FINANCIAL YEAR. - AN ADDITIONAL LUMP SUM PAYMENT OF EUR 3,000 IS GRANTED TO THE VICE-CHAIRMAN AND TO THE PRESIDENTS OF THE STATUTORY COMMITTEES. THIS REMUNERATION WILL ONLY BE PAID IF THE CONCERNED PERSON IS AN INDEPENDENT DIRECTOR OF THE COMPANY OR THE CHAIRMAN OF THE BOARD. THE PAYMENT OF THIS ADDITIONAL LUMP SUM WILL BE MADE (WHERE APPLICABLE PRO RATA) AFTER THE GENERAL MEETING APPROVING THE ANNUAL ACCOUNTS FOR THE RELEVANT FINANCIAL YEAR. - THE MANDATE OF THE OTHER DIRECTORS IS NOT REMUNERATED, PURSUANT TO ARTICLE 20 OF THE COMPANY'S ARTICLES OF ASSOCIATION AND THE COMPANY'S CORPORATE GOVERNANCE CHARTER | Management | For | For | For | ||||||
18 | THE GENERAL MEETING GRANTS FULL POWERS TO B-DOCS SPRL HAVING ITS REGISTERED OFFICE AT RUE DU TACITURNE 27, 1000 BRUSSELS, AS WELL AS TO ITS RESPECTIVE EMPLOYEES, SERVANTS AND AGENTS, WITH RIGHT OF SUBSTITUTION, TO FULFIL ALL REQUIRED AND/OR NECESSARY ACTIONS, PROCEDURES AND/OR FORMALITIES WITH THE LEGAL ENTITIES REGISTER, AN ENTERPRISE COUNTER ("GUICHET D'ENTREPRISE"), THE BELGIAN OFFICIAL JOURNAL AND/ OR THE CROSSROADS BANK FOR ENTERPRISES, TO ENSURE (I) THE NECESSARY FILINGS, (II) THE PUBLICATION IN THE ANNEXES TO THE BELGIAN OFFICIAL JOURNAL AND, (III) THE RECORDING/MODIFICATION OF THE DATA IN THE CROSSROADS BANK FOR ENTERPRISES | Management | For | For | For |
PERSPECTA INC.
Security | 715347100 | Meeting Type | Special |
Ticker Symbol | PRSP | Meeting Date | 05-May-2021 |
ISIN | US7153471005 | Agenda | 935389292 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To adopt the Agreement and Plan of Merger, dated as of January 27, 2021, as amended from time to time (the "Merger Agreement"), among (i) Perspecta Inc. (the "Company"), (ii) Jaguar ParentCo Inc., and (iii) Jaguar Merger Sub Inc. ("Merger Sub"), pursuant to which Merger Sub will merge with and into the Company (the "Merger"). | Management | For | For | For | ||||||
2. | To approve, by non-binding, advisory vote, certain compensation arrangements for the Company's named executive officers in connection with the Merger. | Management | For | For | For | ||||||
3. | To approve the adjournment of the Special Meeting, if necessary or appropriate, including adjournment to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to adopt the Merger Agreement. | Management | For | For | For |
CA-IMMOBILIEN-ANLAGEN AG
Security | A1144Q155 | Meeting Type | Ordinary General Meeting |
Ticker Symbol | CAI | Meeting Date | 06-May-2021 |
ISIN | AT0000641352 | Agenda | 713841345 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
CMMT | 12 APR 2021: DELETION OF COMMENT | Non-Voting | |||||||||
CMMT | PLEASE NOTE THAT BENEFICIAL OWNER DETAILS IS REQUIRED FOR THIS MEETING. IF NO-BENEFICIAL OWNER DETAILS IS PROVIDED, YOUR INSTRUCTION MAY BE REJECTED. THANK-YOU. | Non-Voting | |||||||||
CMMT | PLEASE NOTE THAT SHAREHOLDER DETAILS ARE REQUIRED TO VOTE AT THIS MEETING. IF-NO SHAREHOLDER DETAILS ARE PROVIDED, YOUR INSTRUCTION MAY CARRY A HEIGHTENED-RISK OF BEING REJECTED. THANK YOU | Non-Voting | |||||||||
1 | PRESENTATION OF ANNUAL REPORTS | Non-Voting | |||||||||
2 | APPROVAL OF USAGE OF EARNINGS | Management | For | For | For | ||||||
3 | DISCHARGE MGMT BOARD | Management | For | For | For | ||||||
4 | DISCHARGE SUPERVISORY BOARD | Management | For | For | For | ||||||
5 | APPROVAL OF REMUNERATION FOR SUPERVISORY BOARD | Management | For | For | For | ||||||
6 | ELECTION EXTERNAL AUDITOR | Management | For | For | For | ||||||
7 | APPROVAL OF REMUNERATION REPORT | Management | For | For | For | ||||||
8.A | ELECTIONS OF A PERSON TO SUPERVISORY BOARD: TORSTEN HOLLSTEIN | Management | For | For | For | ||||||
8.B | ELECTIONS OF A PERSON TO SUPERVISORY BOARD: FLORIAN KOSCHAT | Management | For | For | For | ||||||
9 | BUYBACK OF OWN SHARES | Management | For | For | For | ||||||
CMMT | 21 APR 2021: PLEASE NOTE THAT THIS IS A REVISION DUE TO DELETION OF COMMENT-AND MODIFICATION TEXT OF RESOLUTIONS 8.1 AND 8.2 AND FURTHER TO ADDITION OF-COMMENT. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN- UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU | Non-Voting | |||||||||
CMMT | 21 APR 2021: INTERMEDIARY CLIENTS ONLY - PLEASE NOTE THAT IF YOU ARE-CLASSIFIED AS AN INTERMEDIARY CLIENT UNDER THE SHAREHOLDER RIGHTS DIRECTIVE-II, YOU SHOULD BE PROVIDING THE UNDERLYING SHAREHOLDER INFORMATION AT THE- VOTE INSTRUCTION LEVEL. IF YOU ARE UNSURE ON HOW TO PROVIDE THIS LEVEL OF-DATA TO BROADRIDGE OUTSIDE OF PROXYEDGE, PLEASE SPEAK TO YOUR DEDICATED-CLIENT SERVICE REPRESENTATIVE FOR ASSISTANCE | Non-Voting |
COHERENT, INC.
Security | 192479103 | Meeting Type | Annual |
Ticker Symbol | COHR | Meeting Date | 06-May-2021 |
ISIN | US1924791031 | Agenda | 935354718 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1A. | Election of Director: Jay T. Flatley | Management | For | For | For | ||||||
1B. | Election of Director: Pamela Fletcher | Management | For | For | For | ||||||
1C. | Election of Director: Andreas W. Mattes | Management | For | For | For | ||||||
1D. | Election of Director: Beverly Kay Matthews | Management | For | For | For | ||||||
1E. | Election of Director: Michael R. McMullen | Management | For | For | For | ||||||
1F. | Election of Director: Garry W. Rogerson | Management | For | For | For | ||||||
1G. | Election of Director: Steve Skaggs | Management | For | For | For | ||||||
1H. | Election of Director: Sandeep Vij | Management | For | For | For | ||||||
2. | To approve our amended and restated Employee Stock Purchase Plan. | Management | For | For | For | ||||||
3. | To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending October 2, 2021. | Management | For | For | For | ||||||
4. | To approve, on a non-binding advisory basis, our named executive officer compensation. | Management | For | For | For |
CARDTRONICS PLC
Security | G1991C105 | Meeting Type | Special |
Ticker Symbol | CATM | Meeting Date | 07-May-2021 |
ISIN | GB00BYT18414 | Agenda | 935384761 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To approve (with or without modification) a scheme of arrangement (the "Scheme") to be made between Cardtronics plc ("Cardtronics") and the holders of the Scheme Shares (as defined in the Scheme). | Management | For | For | For |
CARDTRONICS PLC
Security | G1991C115 | Meeting Type | Special |
Ticker Symbol | CATM | Meeting Date | 07-May-2021 |
ISIN | Agenda | 935384773 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | That for the purposes of giving effect to the scheme of arrangement ("Scheme") between Cardtronics plc ("Cardtronics") and the holders of the Scheme Shares: I. the directors of Cardtronics be authorized to take all such action as they may consider necessary or appropriate for carrying the Scheme into effect; and, II. with effect from the passing of this special resolution, to approve the amendments to the articles of association of Cardtronics as set out in the Notice of General Meeting contained in the accompanying proxy statement. | Management | For | For | For | ||||||
2. | To consider and, if thought fit, approve, in accordance with Section 14A of the Securities Exchange Act of 1934, as amended, on an advisory, non-binding basis, the compensation that will or may be paid or become payable to Cardtronics's named executive officers that is based on or otherwise relates to in connection with the proposed acquisition by NCR UK Group Financing Limited of all of the issued and to be issued ordinary shares of Cardtronics. | Management | For | For | For |
COOPER TIRE & RUBBER COMPANY
Security | 216831107 | Meeting Type | Annual |
Ticker Symbol | CTB | Meeting Date | 07-May-2021 |
ISIN | US2168311072 | Agenda | 935354275 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | |||||||
1. | DIRECTOR | Management | ||||||||||
1 | Steven M. Chapman | Withheld | For | Against | ||||||||
2 | Susan F. Davis | Withheld | For | Against | ||||||||
3 | Kathryn P. Dickson | Withheld | For | Against | ||||||||
4 | John J. Holland | Withheld | For | Against | ||||||||
5 | Bradley E. Hughes | Withheld | For | Against | ||||||||
6 | Tyrone M. Jordan | Withheld | For | Against | ||||||||
7 | Tracey I. Joubert | Withheld | For | Against | ||||||||
8 | Gary S. Michel | Withheld | For | Against | ||||||||
9 | Brian C. Walker | Withheld | For | Against | ||||||||
2. | To ratify the selection of the Company's independent registered public accounting firm for the year ending December 31, 2021. | Management | Abstain | For | Against | |||||||
3. | To approve, on a non-binding advisory basis, the Company's named executive officer compensation. | Management | Abstain | For | Against |
ENABLE MIDSTREAM PARTNERS LP
Security | 292480100 | Meeting Type | Consent |
Ticker Symbol | ENBL | Meeting Date | 07-May-2021 |
ISIN | US2924801002 | Agenda | 935403662 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | Approve the Agreement and Plan of Merger, dated as of February 16, 2021 (the "merger agreement"), by and among Energy Transfer, Elk Merger Sub LLC ("Merger Sub"), Elk GP Merger Sub LLC, a direct wholly owned subsidiary of Energy Transfer ("GP Merger Sub"), the Partnership, the General Partner, solely for purposes of Section 2.1(a)(i) therein, LE GP, LLC, the sole general partner of Energy Transfer, and solely for purposes of Section 1.1(b)(i) therein, CenterPoint Energy Inc. ("CenterPoint"). | Management | Abstain | For | Against | ||||||
2. | Approve, on a non-binding, advisory basis, the compensation that will or may become payable to the Partnership's named executive officers in connection with the transactions contemplated by the merger agreement. | Management | Abstain | For | Against |
ALEXION PHARMACEUTICALS, INC.
Security | 015351109 | Meeting Type | Special |
Ticker Symbol | ALXN | Meeting Date | 11-May-2021 |
ISIN | US0153511094 | Agenda | 935410124 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To adopt the Agreement and Plan of Merger, dated as of December 12, 2020 (as it may be amended from time to time, the "merger agreement") by and among Alexion, AstraZeneca PLC ("AstraZeneca"), Delta Omega Sub Holdings Inc., a wholly owned subsidiary of AstraZeneca ("Bidco"), Delta Omega Sub Holdings Inc. 1, a direct, wholly owned subsidiary of Bidco and Delta Omega Sub Holdings LLC 2, a direct, wholly owned subsidiary of Bidco (the "merger proposal"). | Management | For | For | For | ||||||
2. | To approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to Alexion's named executive officers that is based on or otherwise relates to the transactions contemplated by the merger agreement. | Management | For | For | For | ||||||
3. | To approve the adjournment of the Alexion special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes at the time of the Alexion special meeting to approve the merger proposal or to ensure that any supplement or amendment to this proxy statement/ prospectus is timely provided to Alexion stockholders. | Management | For | For | For |
WILLIS TOWERS WATSON PLC
Security | G96629103 | Meeting Type | Annual |
Ticker Symbol | WLTW | Meeting Date | 11-May-2021 |
ISIN | IE00BDB6Q211 | Agenda | 935364973 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1A. | Election of Director: Anna C. Catalano | Management | For | For | For | ||||||
1B. | Election of Director: Victor F. Ganzi | Management | For | For | For | ||||||
1C. | Election of Director: John J. Haley | Management | For | For | For | ||||||
1D. | Election of Director: Wendy E. Lane | Management | For | For | For | ||||||
1E. | Election of Director: Brendan R. O'Neill | Management | For | For | For | ||||||
1F. | Election of Director: Jaymin B. Patel | Management | For | For | For | ||||||
1G. | Election of Director: Linda D. Rabbitt | Management | For | For | For | ||||||
1H. | Election of Director: Paul D. Thomas | Management | For | For | For | ||||||
1I. | Election of Director: Wilhelm Zeller | Management | For | For | For | ||||||
2. | Ratify, on an advisory basis, the appointment of (i) Deloitte & Touche LLP to audit our financial statements and (ii) Deloitte Ireland LLP to audit our Irish Statutory Accounts, and authorize, in a binding vote, the Board, acting through the Audit Committee, to fix the independent auditors' remuneration. | Management | For | For | For | ||||||
3. | Approve, on an advisory basis, the named executive officer compensation. | Management | For | For | For | ||||||
4. | Renew the Board's existing authority to issue shares under Irish law. | Management | For | For | For | ||||||
5. | Renew the Board's existing authority to opt out of statutory pre-emption rights under Irish law. | Management | For | For | For |
FORTERRA, INC.
Security | 34960W106 | Meeting Type | Annual |
Ticker Symbol | FRTA | Meeting Date | 12-May-2021 |
ISIN | US34960W1062 | Agenda | 935400678 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | |||||||
1. | DIRECTOR | Management | ||||||||||
1 | Chris Meyer | For | For | For | ||||||||
2 | R. "Chip" Cammerer, Jr. | For | For | For | ||||||||
3 | Rafael Colorado | For | For | For | ||||||||
4 | Maureen Harrell | For | For | For | ||||||||
5 | Chad Lewis | For | For | For | ||||||||
6 | Karl H. Watson, Jr. | For | For | For | ||||||||
2. | To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2021. | Management | For | For | For | |||||||
3. | To approve, on an advisory basis, the compensation of our named executive officers. | Management | For | For | For |
FLIR SYSTEMS, INC.
Security | 302445101 | Meeting Type | Special |
Ticker Symbol | FLIR | Meeting Date | 13-May-2021 |
ISIN | US3024451011 | Agenda | 935403624 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To adopt the Agreement and Plan of Merger by and among Teledyne Technologies Incorporated ("Teledyne"), Firework Merger Sub I, Inc. ("Merger Sub I"), Firework Merger Sub II, LLC ("Merger Sub II"), and FLIR Systems, Inc. ("FLIR"), pursuant to which Merger Sub I will merge with and into FLIR, with FLIR surviving, and immediately thereafter FLIR will merge with and into Merger Sub II ("Mergers"), with Merger Sub II surviving and continuing as a wholly owned subsidiary of Teledyne ("FLIR Merger Proposal"). | Management | For | For | For | ||||||
2. | To approve, on a non-binding, advisory basis, the compensation that will or may become payable to FLIR's named executive officers in connection with the Mergers. | Management | For | For | For | ||||||
3. | To approve one or more adjournments of the special meeting of stockholders of FLIR, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the FLIR Merger Proposal at the time of the special meeting. | Management | For | For | For |
AEGION CORPORATION
Security | 00770F104 | Meeting Type | Special |
Ticker Symbol | AEGN | Meeting Date | 14-May-2021 |
ISIN | US00770F1049 | Agenda | 935386816 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To adopt the Agreement and Plan of Merger, dated February 16, 2021 and amended March 13, 2021 (the "merger agreement"), among Carter Intermediate, Inc., Carter Acquisition, Inc. ("Merger Sub") and Aegion Corporation, pursuant to which Merger Sub will merge with and into Aegion Corporation (the "merger"). | Management | Against | For | Against | ||||||
2. | To approve, on a non-binding advisory basis, specified compensation that may be paid or become payable to Aegion Corporation's named executive officers in connection with the merger and contemplated by the merger agreement. | Management | Against | For | Against | ||||||
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 | For |
PEOPLE'S UNITED FINANCIAL, INC.
Security | 712704105 | Meeting Type | Special |
Ticker Symbol | PBCT | Meeting Date | 25-May-2021 |
ISIN | US7127041058 | Agenda | 935420226 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | Adoption of the Agreement and Plan of Merger, dated as of February 21, 2021 (as it may be amended from time to time), by and among People's United Financial, Inc. ("People's United"), M&T Bank Corporation ("M&T") and Bridge Merger Corp. ("Merger Sub"), pursuant to which Merger Sub will merge with and into People's United and, as soon as reasonably practicable thereafter, People's United will merge with and into M&T, with M&T as the surviving entity (the "People's United merger proposal"). | Management | For | For | For | ||||||
2. | Approval of, on an advisory (non-binding) basis, the merger-related compensation payments that will or may be paid to the named executive officers of People's United in connection with the transactions contemplated by the merger agreement (the "People's United compensation proposal"). | Management | For | For | For | ||||||
3. | Approval of the adjournment of the People's United special meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, there are not sufficient votes to approve the People's United merger proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to People's United shareholders (the "People's United adjournment proposal"). | Management | For | For | For |
BOINGO WIRELESS, INC.
Security | 09739C102 | Meeting Type | Special |
Ticker Symbol | WIFI | Meeting Date | 01-Jun-2021 |
ISIN | US09739C1027 | Agenda | 935427662 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To adopt the Merger Agreement and Plan of Merger, dated as of February 26, 2021, by and among White Sands Parent, Inc., White Sands Bidco, Inc., and Boingo Wireless, Inc., as it may be amended from time to time. | Management | For | 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 adopt the Merger Agreement at the time of the Special Meeting. | Management | For | For | For | ||||||
3. | To approve, by non-binding, advisory vote, compensation that will or may become payable by Boingo Wireless, Inc. to its named executive officers in connection with the merger. | Management | For | For | For |
EUSKALTEL S.A.
Security | E4R02W105 | Meeting Type | Annual General Meeting |
Ticker Symbol | EKT | Meeting Date | 02-Jun-2021 |
ISIN | ES0105075008 | Agenda | 714033038 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
CMMT | PLEASE NOTE THAT SHAREHOLDER DETAILS ARE REQUIRED TO VOTE AT THIS MEETING. IF-NO SHAREHOLDER DETAILS ARE PROVIDED, YOUR INSTRUCTION MAY CARRY A HEIGHTENED-RISK OF BEING REJECTED. THANK YOU | Non-Voting | |||||||||
CMMT | PLEASE NOTE IN THE EVENT THE MEETING DOES NOT REACH QUORUM, THERE WILL BE A-SECOND CALL ON 03 JUN 2020. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL-REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. THANK YOU. | Non-Voting | |||||||||
1 | APPROVE CONSOLIDATED AND STANDALONE FINANCIAL STATEMENTS | Management | For | For | For | ||||||
2 | APPROVE CONSOLIDATED AND STANDALONE MANAGEMENT REPORTS | Management | For | For | For | ||||||
3 | APPROVE NON-FINANCIAL INFORMATION STATEMENT | Management | For | For | For | ||||||
4 | APPROVE DISCHARGE OF BOARD | Management | For | For | For | ||||||
5 | RENEW APPOINTMENT OF KPMG AUDITORES AS AUDITOR | Management | For | For | For | ||||||
6 | APPROVE ALLOCATION OF INCOME AND DIVIDENDS | Management | Against | For | Against | ||||||
7 | AMEND REMUNERATION POLICY FOR FY 2019, 2020 AND 2021 | Management | For | For | For | ||||||
8 | RECEIVE AMENDMENTS TO BOARD OF DIRECTORS REGULATIONS | Non-Voting | |||||||||
9 | AUTHORIZE BOARD TO RATIFY AND EXECUTE APPROVED RESOLUTIONS | Management | For | For | For | ||||||
10 | ADVISORY VOTE ON REMUNERATION REPORT | Management | For | For | For | ||||||
CMMT | 04 MAY 2021: PLEASE NOTE THAT IF YOU HOLD CREST DEPOSITORY INTERESTS (CDIS)-AND PARTICIPATE AT THIS MEETING, YOU (OR YOUR CREST SPONSORED- MEMBER/CUSTODIAN) WILL BE REQUIRED TO INSTRUCT A TRANSFER OF THE RELEVANT-CDIS TO THE ESCROW ACCOUNT SPECIFIED IN THE ASSOCIATED CORPORATE EVENT IN THE-CREST SYSTEM. THIS TRANSFER WILL NEED TO BE COMPLETED BY THE SPECIFIED CREST-SYSTEM DEADLINE. | Non-Voting | |||||||||
ONCE THIS TRANSFER HAS SETTLED, THE CDIS WILL BE BLOCKED IN-THE CREST SYSTEM. THE CDIS WILL BE RELEASED FROM ESCROW AS SOON AS-PRACTICABLE ON THE BUSINESS DAY PRIOR TO MEETING DATE UNLESS OTHERWISE-SPECIFIED. IN ORDER FOR A VOTE TO BE ACCEPTED, THE VOTED POSITION MUST BE-BLOCKED IN THE REQUIRED ESCROW ACCOUNT IN THE CREST SYSTEM. BY VOTING ON THIS- MEETING, YOUR CREST SPONSORED MEMBER/CUSTODIAN MAY USE YOUR VOTE INSTRUCTION-AS THE AUTHORIZATION TO TAKE THE NECESSARY ACTION WHICH WILL INCLUDE-TRANSFERRING YOUR INSTRUCTED POSITION TO ESCROW. PLEASE CONTACT YOUR CREST- SPONSORED MEMBER/CUSTODIAN DIRECTLY FOR FURTHER INFORMATION ON THE CUSTODY- PROCESS AND WHETHER OR NOT THEY REQUIRE SEPARATE INSTRUCTIONS FROM YOU | |||||||||||
CMMT | 04 MAY 2021: PLEASE NOTE THAT THIS IS A REVISION DUE TO ADDITION OF COMMENT.-IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU-DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU | Non-Voting |
HUNTER DOUGLAS NV
Security | N4327C122 | Meeting Type | ExtraOrdinary General Meeting |
Ticker Symbol | HDG | Meeting Date | 02-Jun-2021 |
ISIN | ANN4327C1220 | Agenda | 714169441 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1 | OTHER BUSINESS | Management | Abstain | Abstain | For |
HUNTER DOUGLAS NV
Security | N4327C122 | Meeting Type | Annual General Meeting |
Ticker Symbol | HDG | Meeting Date | 02-Jun-2021 |
ISIN | ANN4327C1220 | Agenda | 714169465 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1 | REPORT TO THE SHAREHOLDERS | Management | Abstain | For | Against | ||||||
2 | ACCEPT FINANCIAL STATEMENTS AND STATUTORY REPORTS | Management | Abstain | For | Against | ||||||
3 | APPROVE DISCHARGE OF BOARD OF DIRECTORS | Management | Abstain | For | Against | ||||||
4 | REELECT A. NUHN, A. RUYS, R. SONNENBERG, F. WAGENER AS DIRECTORS | Management | Abstain | For | Against | ||||||
5 | RATIFY ERNST YOUNG ACCOUNTANTS LLP AS AUDITORS | Management | Abstain | For | Against | ||||||
6 | OTHER BUSINESS | Management | Abstain | Abstain | For | ||||||
CMMT | 17 MAY 2021: PLEASE NOTE THAT BENEFICIAL OWNER DETAILS IS REQUIRED FOR THIS-MEETING. IF NO BENEFICIAL OWNER DETAILS IS PROVIDED, YOUR INSTRUCTION MAY BE-REJECTED. THANK YOU | Non-Voting | |||||||||
CMMT | 17 MAY 2021: PLEASE NOTE THAT SHAREHOLDER DETAILS ARE REQUIRED TO VOTE AT-THIS MEETING. IF NO SHAREHOLDER DETAILS ARE PROVIDED, YOUR INSTRUCTION MAY- CARRY A HEIGHTENED RISK OF BEING REJECTED. THANK YOU | Non-Voting | |||||||||
CMMT | 17 MAY 2021: PLEASE NOTE THAT THIS IS A REVISION DUE TO ADDITION OF COMMENTS.-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 |
FLY LEASING LTD
Security | 34407D109 | Meeting Type | Special |
Ticker Symbol | FLY | Meeting Date | 10-Jun-2021 |
ISIN | US34407D1090 | Agenda | 935439679 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To approve amendment of bye-law 73 of the existing bye-laws of the Company by replacing the existing bye-law 73 with the following new bye-law 73 (the "Bye-Law Proposal"): "73. AMALGAMATIONS OR MERGERS, 73.1. Subject to Bye-law 73.2, the Company shall not engage in any amalgamation or merger unless such amalgamation or merger has been approved by a resolution of the Members including the affirmative votes of at least 66% of all votes attaching to all shares in issue entitling the holder ...(due to space limits, see proxy material for full proposal). | Management | For | For | For | ||||||
2. | To approve (i) the merger of Carlyle Aviation Elevate Merger Subsidiary Ltd. ("Merger Sub") with and into the Company (the "Merger"), whereby upon the effectiveness of the Merger, the corporate existence of Merger Sub shall cease, and the Company shall continue as the surviving company in the Merger and a wholly-owned, direct subsidiary of Carlyle Aviation Elevate Ltd. ("Parent"); (ii) the agreement and plan of merger, dated as of March 27, 2021, as may be amended from time to time (the "Merger ...(due to space limits, see proxy material for full proposal). | Management | For | For | For | ||||||
3. | To approve the adjournment of the special meeting as the chairman of the special meeting determines in accordance with the bye-laws of the Company in order for the Company to take such actions as the Board may determine as are 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 (the "Adjournment Proposal"). | Management | For | For | For |
GRUBHUB INC.
Security | 400110102 | Meeting Type | Special |
Ticker Symbol | GRUB | Meeting Date | 10-Jun-2021 |
ISIN | US4001101025 | Agenda | 935439580 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To adopt the Agreement and Plan of Merger, dated as of 10 June 2020, as amended by the First Amendment to the Agreement and Plan of Merger, dated as of 4 September 2020, as further amended by the Second Amendment to the Agreement and Plan of Merger, dated as of 12 March 2021, and as it may be further amended from time to time (the "Merger Agreement"), by and among Grubhub Inc. ("Grubhub"), Just Eat Takeaway.com N.V., Checkers Merger Sub I, Inc. and Checkers Merger Sub II, Inc. (such proposal, the "Merger Agreement Proposal"). | Management | For | For | For | ||||||
2. | To approve, by a non-binding, advisory vote, certain compensation that may be paid or become payable to named executive officers of Grubhub in connection with the transactions contemplated by the Merger Agreement. | Management | For | For | For | ||||||
3. | To adjourn the Special Meeting of the Stockholders of Grubhub (the "Grubhub Stockholder 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 Grubhub Stockholder Meeting to approve the Merger Agreement Proposal. | Management | For | For | For |
LEAF GROUP LTD.
Security | 52177G102 | Meeting Type | Special |
Ticker Symbol | LEAF | Meeting Date | 10-Jun-2021 |
ISIN | US52177G1022 | Agenda | 935436635 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To consider and vote on a proposal to adopt the Agreement and Plan of Merger, dated as of April 3, 2021 as it may be amended, supplemented or otherwise modified from time to time (referred to as the "merger agreement"), by and among Leaf Group Ltd. (referred to as the "Company"), Graham Holdings Company, a Delaware corporation (referred to as "Parent"), and Pacifica Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (referred to as the "merger subsidiary") (referred to as the "merger proposal"). | Management | For | For | For | ||||||
2. | To consider and vote on a non-binding, advisory proposal to approve the compensation that may be paid or may become payable to the Company's named executive officers in connection with the merger of the merger subsidiary with and into the Company pursuant to the merger agreement (referred to as the "advisory, non-binding compensation proposal"). | Management | For | For | For | ||||||
3. | To consider and vote on a proposal to adjourn or postpone the special meeting of the Company's stockholders (referred to as the "special meeting") to a later date or time, if necessary or appropriate as determined by the Company, to solicit additional proxies if there are insufficient votes at the time of the special meeting or any adjournment or postponement thereof to approve the merger proposal. | Management | For | For | For |
TIKKURILA OYJ
Security | X90959101 | Meeting Type | Annual General Meeting |
Ticker Symbol | TIK1V | Meeting Date | 10-Jun-2021 |
ISIN | FI4000008719 | Agenda | 714202455 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
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 | |||||||||
CMMT | PLEASE NOTE THAT SHAREHOLDER DETAILS ARE REQUIRED TO VOTE AT THIS MEETING. IF-NO SHAREHOLDER DETAILS ARE PROVIDED, YOUR INSTRUCTION MAY CARRY A HEIGHTENED-RISK OF BEING REJECTED. THANK YOU | Non-Voting | |||||||||
CMMT | PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 581297 DUE TO RESOLUTION-16 IS SINGLE VOTABLE ITEM. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE- DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK-YOU. | Non-Voting | |||||||||
CMMT | INTERMEDIARY CLIENTS ONLY - PLEASE NOTE THAT IF YOU ARE CLASSIFIED AS AN-INTERMEDIARY CLIENT UNDER THE SHAREHOLDER RIGHTS DIRECTIVE II, YOU SHOULD BE- PROVIDING THE UNDERLYING SHAREHOLDER INFORMATION AT THE VOTE INSTRUCTION-LEVEL. IF YOU ARE UNSURE ON HOW TO PROVIDE THIS LEVEL OF DATA TO BROADRIDGE- OUTSIDE OF PROXYEDGE, PLEASE SPEAK TO YOUR DEDICATED CLIENT SERVICE-REPRESENTATIVE FOR ASSISTANCE | Non-Voting | |||||||||
1 | OPENING OF THE MEETING | Non-Voting | |||||||||
2 | CALLING THE MEETING TO ORDER | Non-Voting | |||||||||
3 | ELECTION OF PERSON 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 ADOPTION OF THE LIST OF VOTES | Non-Voting | |||||||||
6 | PRESENTATION OF THE FINANCIAL STATEMENTS, THE CONSOLIDATED FINANCIAL-STATEMENTS, THE BOARD OF DIRECTORS' REPORT, AND THE AUDITOR'S REPORT FOR 2020 | Non-Voting | |||||||||
7 | ADOPTION OF THE FINANCIAL STATEMENTS AND THE CONSOLIDATED FINANCIAL STATEMENT | Management | For | For | For | ||||||
8 | DUE TO THE ONGOING TENDER OFFER FOR ALL THE ISSUED AND OUTSTANDING SHARES OF THE COMPANY BY PPG INDUSTRIES, INC., THE BOARD OF DIRECTORS PROPOSES THAT TIKKURILA'S ANNUAL GENERAL MEETING DECIDES THAT NO DIVIDEND BE PAID FROM THE FINANCIAL YEAR 2020 RESOLUTION ON THE USE OF THE PROFIT SHOWN ON THE BALANCE SHEET AND THE PAYMENT OF DIVIDEND | Management | For | For | For | ||||||
9 | RESOLUTION ON THE DISCHARGE OF THE MEMBERS OF THE BOARD OF DIRECTORS AND THE CEO FROM LIABILITY | Management | For | For | For | ||||||
10 | THE BOARD OF DIRECTORS PROPOSES THAT THE ANNUAL GENERAL MEETING ADOPTS THE REMUNERATION REPORT FOR THE YEAR 2020 ADOPTION OF THE REMUNERATION REPORT FOR GOVERNING BODIES | Management | For | For | For | ||||||
11 | THE NOMINATION BOARD PROPOSES TO THE ANNUAL GENERAL MEETING THAT THE REMUNERATION OF THE MEMBERS OF THE BOARD OF DIRECTORS WOULD REMAIN UNCHANGED AND THAT THE ANNUAL REMUNERATION WOULD BE: EUR 64,000 FOR THE CHAIRMAN, EUR 40,000 FOR THE VICE CHAIRMAN OF THE BOARD OF DIRECTORS AND THE | Management | For | �� | For | For | |||||
CHAIRMAN OF THE AUDIT COMMITTEE, AND EUR 32,000 FOR OTHER MEMBERS OF THE BOARD OF DIRECTORS. THE ANNUAL REMUNERATION IS PAID FULLY IN CASH. RESOLUTION ON THE REMUNERATION OF THE MEMBERS OF THE BOARD OF DIRECTORS | |||||||||||
12 | THE NOMINATION BOARD PROPOSES TO THE ANNUAL GENERAL MEETING THAT THE NUMBER OF THE MEMBERS OF THE BOARD OF DIRECTORS TO BE ELECTED BE SEVEN (7). RESOLUTION ON THE NUMBER OF MEMBERS OF THE BOARD OF DIRECTORS | Management | For | For | For | ||||||
13 | THE NOMINATION BOARD PROPOSES TO THE ANNUAL GENERAL MEETING THAT THE PRESENT MEMBERS LARS PETER LINDFORS, RIITTA MYNTTINEN, JARI PAASIKIVI, ANDREY PANTYUKHOV, CATHERINE SAHLGREN, PETTERI WALLD N AND HEIKKI WESTERLUND WOULD BE RE-ELECTED FOR A TERM ENDING AT THE CLOSURE OF THE NEXT ANNUAL GENERAL MEETING, UNLESS THE CONDITIONAL RESOLUTION PROPOSED UNDER ITEM 16 BECOMES EFFECTIVE AT AN EARLIER DATE WITH RESPECT TO THE TERM OF ANY SUCH BOARD MEMBERS. ELECTION OF MEMBERS, CHAIRMAN AND VICE CHAIRMAN OF THE BOARD OF DIRECTORS | Management | For | For | For | ||||||
14 | THE BOARD OF DIRECTORS PROPOSES TO THE ANNUAL GENERAL MEETING, ON THE RECOMMENDATION OF THE AUDIT COMMITTEE, THAT THE AUDITOR'S FEES BE PAID AGAINST AN INVOICE APPROVED BY THE COMPANY. RESOLUTION ON THE REMUNERATION OF THE AUDITOR | Management | For | For | For | ||||||
15 | THE BOARD OF DIRECTORS PROPOSES TO THE ANNUAL GENERAL MEETING, ON THE RECOMMENDATION OF THE AUDIT COMMITTEE, THAT THE AUTHORIZED PUBLIC ACCOUNTANT FIRM ERNST & YOUNG OY BE RE- ELECTED AS THE COMPANY'S AUDITOR FOR THE TERM THAT ENDS AT THE END OF THE NEXT ANNUAL GENERAL MEETING. ERNST & YOUNG OY HAS INFORMED THAT APA ANTTI SUOMINEN WILL ACT AS THE PRINCIPAL AUDITOR ELECTION OF THE AUDITOR | Management | For | For | For | ||||||
16 | DUE TO THE PENDING TENDER OFFER, THE NOMINATION BOARD PROPOSES THAT THE ANNUAL GENERAL MEETING RESOLVES CONDITIONALLY ON THE MATTERS SET FORTH IN ITEMS 16 (A) - (B) BELOW. THE PROPOSALS OF THE NOMINATION BOARD SET FORTH IN ITEMS 16 (A) - (B) BELOW FORM AN ENTIRETY THAT REQUIRES THE ADOPTION OF ALL ITS INDIVIDUAL ITEMS BY A SINGLE DECISION CONDITIONAL RESOLUTIONS RELATING TO THE BOARD OF DIRECTORS | Management | For | For | For | ||||||
17 | DUE TO THE ONGOING THE TENDER OFFER, THE BOARD OF DIRECTORS PROPOSES TO THE ANNUAL GENERAL MEETING THAT THE ANNUAL GENERAL MEETING DECIDES TO DISBAND THE NOMINATION BOARD, SUCH RESOLUTION BEING CONDITIONAL AND BECOMING EFFECTIVE UPON PPG INDUSTRIES, INC. OR ITS SUBSIDIARY OBTAINING MORE THAN NINETY (90) PERCENT OF ALL THE SHARES AND VOTING RIGHTS ATTACHED TO THE SHARES AND THE SUBSEQUENT REGISTRATION OF THE RIGHT AND OBLIGATION OF PPG INDUSTRIES, INC. OR ITS SUBSIDIARY TO REDEEM MINORITY SHARES WITH THE FINNISH TRADE REGISTER. CONDITIONAL RESOLUTION RELATING TO THE DISBANDMENT OF THE NOMINATION BOARD | Management | For | For | For | ||||||
18 | THE BOARD OF DIRECTORS PROPOSES THAT THE ANNUAL GENERAL MEETING AUTHORIZE THE BOARD OF DIRECTORS TO DECIDE UPON THE REPURCHASE OF A MAXIMUM 4,400,000 OF THE COMPANY'S OWN SHARES WITH ASSETS PERTAINING TO THE COMPANY'S UNRESTRICTED EQUITY IN ONE OR SEVERAL TRANCHES. AUTHORIZING THE BOARD OF DIRECTORS TO DECIDE ON THE REPURCHASE OF THE COMPANY'S OWN SHARES | Management | For | For | For | ||||||
19 | THE BOARD OF DIRECTORS PROPOSES THAT THE ANNUAL GENERAL MEETING AUTHORIZE THE BOARD OF DIRECTORS TO DECIDE TO TRANSFER THE COMPANY'S OWN SHARES HELD BY THE COMPANY OR TO ISSUE NEW SHARES IN ONE OR SEVERAL TRANCHES LIMITED TO A MAXIMUM OF 4,400,000 SHARES AUTHORIZING THE BOARD OF DIRECTORS TO DECIDE ON THE ISSUANCE OF SHARES | Management | For | For | For | ||||||
20 | CLOSING OF THE MEETING | Non-Voting |
EXTENDED STAY AMERICA, INC.
Security | 30224P200 | Meeting Type | Special |
Ticker Symbol | STAY | Meeting Date | 11-Jun-2021 |
ISIN | US30224P2002 | Agenda | 935422345 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To adopt the merger agreement and approve the mergers and the other transactions contemplated by the merger agreement. | Management | For | 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 that is based on or otherwise relates to the mergers. | Management | For | For | For | ||||||
3. | To approve, any adjournment of the meeting for the purpose of soliciting additional proxies. | Management | For | For | For |
EXTENDED STAY AMERICA, INC.
Security | 30224P211 | Meeting Type | Special |
Ticker Symbol | STAY | Meeting Date | 11-Jun-2021 |
ISIN | Agenda | 935422357 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | Proposal to adopt the merger agreement and approve the mergers and the other transactions contemplated by the merger agreement. | Management | For | For | For | ||||||
2. | Proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to Hospitality's named executive officers that is based on or otherwise relates to the mergers. | Management | For | For | For |
EXTENDED STAY AMERICA, INC.
Security | 30224P200 | Meeting Type | Contested-Special |
Ticker Symbol | STAY | Meeting Date | 11-Jun-2021 |
ISIN | US30224P2002 | Agenda | 935435772 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To adopt the merger agreement and approve the mergers and the other transactions contemplated by the merger agreement. | Management | For | 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 that is based on or otherwise relates to the mergers. | Management | For | For | For | ||||||
3. | To approve, any adjournment of the meeting for the purpose of soliciting additional proxies. | Management | For | For | For |
EXTENDED STAY AMERICA, INC.
Security | 30224P200 | Meeting Type | Contested-Special |
Ticker Symbol | STAY | Meeting Date | 11-Jun-2021 |
ISIN | US30224P2002 | Agenda | 935435784 - Opposition |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | STAY's Merger Agreement Proposal | Management | Against | ||||||||
2. | STAY's Compensation Proposal | Management | Against | ||||||||
3. | STAY's Adjournment Proposal | Management | Against |
NUANCE COMMUNICATIONS, INC.
Security | 67020Y100 | Meeting Type | Special |
Ticker Symbol | NUAN | Meeting Date | 15-Jun-2021 |
ISIN | US67020Y1001 | Agenda | 935445406 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To adopt the Agreement and Plan of Merger, dated as of April 11, 2021, by and among Microsoft Corporation, Big Sky Merger Sub Inc. ("Sub") and Nuance Communications, Inc. (the "Company"), pursuant to which Sub will merge with and into the Company (the "Merger"). | Management | For | For | For | ||||||
2. | To approve, by means of a non-binding, advisory vote, compensation that will or may become payable to the Company's named executive officers in connection with the Merger. | Management | For | For | For |
PRA HEALTH SCIENCES, INC.
Security | 69354M108 | Meeting Type | Special |
Ticker Symbol | PRAH | Meeting Date | 15-Jun-2021 |
ISIN | US69354M1080 | Agenda | 935427650 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To adopt the Agreement and Plan of Merger, dated as of February 24, 2021, by and among ICON plc ("ICON"), PRA Health Sciences, Inc. ("PRA"), ICON US Holdings Inc., a wholly owned subsidiary of ICON ("US HoldCo"), and Indigo Merger Sub, Inc., a wholly owned subsidiary of ICON and US HoldCo (such agreement, as it may be amended from time to time, the "merger agreement" and such proposal, the "PRA merger agreement proposal"). | Management | For | For | For | ||||||
2. | To approve, on an advisory (non-binding) basis, the executive officer compensation that will or may be paid to PRA's named executive officers that is based on or otherwise relates to the transactions contemplated by the merger agreement (the "PRA compensation proposal"). | Management | For | For | For | ||||||
3. | To approve the adjournment of the PRA stockholder meeting to solicit additional proxies if there are not sufficient votes at the time of the PRA stockholder meeting to approve the PRA merger agreement proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to PRA stockholders (the "PRA adjournment proposal"). | Management | For | For | For |
GRUBHUB INC.
Security | 400110102 | Meeting Type | Annual |
Ticker Symbol | GRUB | Meeting Date | 18-Jun-2021 |
ISIN | US4001101025 | Agenda | 935421076 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | |||||||
1. | DIRECTOR | Management | ||||||||||
1 | Katrina Lake | Withheld | For | Against | ||||||||
2 | Matthew Maloney | Withheld | For | Against | ||||||||
3 | Brian McAndrews | Withheld | For | Against | ||||||||
2. | Ratification of the appointment of Crowe LLP as Grubhub Inc.'s independent registered accounting firm for the fiscal year ending December 31, 2021. | Management | Abstain | For | Against | |||||||
3. | Advisory vote to approve named executive officer compensation. | Management | Abstain | For | Against |
LUMINEX CORPORATION
Security | 55027E102 | Meeting Type | Special |
Ticker Symbol | LMNX | Meeting Date | 21-Jun-2021 |
ISIN | US55027E1029 | Agenda | 935446193 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To adopt the Agreement and Plan of Merger, dated as of April 11, 2021, as it may be amended, supplemented or modified from time to time, by and among Luminex Corporation, DiaSorin S.p.A., and Diagonal Subsidiary Inc. and approve the Merger. | Management | For | For | For | ||||||
2. | To adjourn the Special Meeting, if necessary and for a minimum period of time reasonable under the circumstances, to ensure that any necessary supplement or amendment to the proxy statement is provided to the stockholders of Luminex Corporation a reasonable amount of time in advance of the Special Meeting, or 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 and approve the Merger. | Management | For | For | For | ||||||
3. | To approve, by non-binding, advisory vote, the compensation that will or may be paid or become payable to Luminex Corporation's named executive officers that is based on or otherwise relates to the Merger. | Management | For | For | For |
COHERENT, INC.
Security | 192479103 | Meeting Type | Special |
Ticker Symbol | COHR | Meeting Date | 24-Jun-2021 |
ISIN | US1924791031 | Agenda | 935434578 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To adopt the Agreement and Plan of Merger, dated as of March 25, 2021, by and among Coherent, Inc., II-VI Incorporated and Watson Merger Sub Inc. (the "merger agreement"). | Management | For | For | For | ||||||
2. | To approve, on an advisory (non-binding) basis, the executive officer compensation that will or may be paid to Coherent's named executive officers in connection with the transactions contemplated by the merger agreement. | Management | For | For | For | ||||||
3. | To adjourn Coherent's special meeting of stockholders (the "Special Meeting"), if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, there are not sufficient votes to approve the Coherent merger proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to Coherent stockholders. | Management | For | For | For |
COHERENT, INC.
Security | 192479103 | Meeting Type | Special |
Ticker Symbol | COHR | Meeting Date | 24-Jun-2021 |
ISIN | US1924791031 | Agenda | 935443008 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To adopt the Agreement and Plan of Merger, dated as of March 25, 2021, by and among Coherent, Inc., II-VI Incorporated and Watson Merger Sub Inc. (the "merger agreement"). | Management | For | For | For | ||||||
2. | To approve, on an advisory (non-binding) basis, the executive officer compensation that will or may be paid to Coherent's named executive officers in connection with the transactions contemplated by the merger agreement. | Management | For | For | For | ||||||
3. | To adjourn Coherent's special meeting of stockholders (the "Special Meeting"), if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, there are not sufficient votes to approve the Coherent merger proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to Coherent stockholders. | Management | For | For | For |
TALEND S.A.
Security | 874224207 | Meeting Type | Annual |
Ticker Symbol | TLND | Meeting Date | 29-Jun-2021 |
ISIN | US8742242071 | Agenda | 935441458 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
O1 | To ratify the provisional appointment of Ms. Elissa Fink as Director. | Management | For | For | For | ||||||
O2 | To ratify the provisional appointment of Mr. Ryan Kearny as Director. | Management | For | For | For | ||||||
O3 | To renew the term of office of Mr. Ryan Kearny as Director. | Management | For | For | For | ||||||
O4 | To renew the term of office of Mr. Patrick Jones as Director. | Management | For | For | For | ||||||
O5 | To renew the term of office of Ms. Christal Bemont as Director. | Management | For | For | For | ||||||
O6 | To approve, on an advisory basis, the compensation of our named executive officers. | Management | For | For | For | ||||||
O7 | To approve the statutory financial statements for the year ended December 31, 2020. | Management | For | For | For | ||||||
O8 | To allocate earnings for the year ended December 31, 2020. | Management | For | For | For | ||||||
O9 | To approve the consolidated financial statements for the year ended December 31, 2020 prepared in accordance with IFRS. | Management | For | For | For | ||||||
O10 | To approve an indemnification agreement entered into with Ms. Elissa Fink (agreement referred to in Articles L. 225-38 et seq. of the French Commercial Code). | Management | For | For | For | ||||||
O11 | To approve an indemnification agreement entered into with Mr. Ryan Kearny (agreement referred to in Articles L. 225-38 et seq. of the French Commercial Code). | Management | For | For | For | ||||||
O12 | To approve a consulting agreement entered into with Mr. Michael Tuchen (agreement referred to in Articles L. 225-38 et seq. of the French Commercial Code). | Management | For | For | For | ||||||
O13 | To approve a separation agreement and release entered into with Mr. Laurent Bride (agreement referred to in Articles L.225-38 et seq. of the French Commercial Code). | Management | For | For | For | ||||||
O14 | To ratify the selection of KPMG LLP as the independent registered public accountant for the Company for the fiscal year ending December 31, 2021 with respect to the Company's financial statements prepared in accordance with generally accepted accounting principles in the United States for SEC reporting purposes. | Management | For | For | For | ||||||
E15 | To delegate authority to the board of directors to grant existing and/or newly issued free shares of the Company to all or certain employees and/or all or certain corporate officers of the Company or companies in the group, in accordance with the provisions of Articles L. 225-197-1 et seq. of the French Commercial Code. | Management | For | For | For | ||||||
E16 | To delegate authority to the board of directors to issue share warrants (bons de souscription d'actions), without shareholders' preferential subscription right, for the benefit of a category of persons meeting certain characteristics. | Management | For | For | For | ||||||
E17 | To delegate authority to the board of directors to grant options to subscribe for new ordinary shares or options to purchase ordinary shares of the Company, pursuant to the provisions of Articles L. 225-177 et seq. of the French Commercial Code to all or certain employees and/or all or certain corporate officers of the Company or companies in the group, in accordance with the provisions of Articles L. 225-180 et seq. of the French Commercial Code. | Management | For | For | For | ||||||
E18 | To limit the amount of issues under Proposal Nos. 15, 16 and 17. | Management | For | For | For | ||||||
E19 | To delegate authority to the board of directors to increase the share capital by way of the issue of shares of the Company to participants in a company savings plan (plan d'épargned'entreprise) established in accordance with Articles L. 3332-1et seq. of the French Labor Code. | Management | For | For | For |
SUEZ SA
Security | F6327G101 | Meeting Type | Ordinary General Meeting |
Ticker Symbol | SEV | Meeting Date | 30-Jun-2021 |
ISIN | FR0010613471 | Agenda | 714038444 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
CMMT | THE FOLLOWING APPLIES TO SHAREHOLDERS THAT DO NOT HOLD SHARES DIRECTLY WITH A-FRENCH CUSTODIAN: PROXY CARDS: VOTING INSTRUCTIONS WILL BE FORWARDED TO THE-GLOBAL CUSTODIANS ON THE VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED-INTERMEDIARY, THE GLOBAL CUSTODIANS WILL SIGN THE PROXY CARDS AND FORWARD-THEM TO THE LOCAL CUSTODIAN. IF YOU REQUEST MORE INFORMATION, PLEASE CONTACT-YOUR CLIENT REPRESENTATIVE | Non-Voting | |||||||||
CMMT | FOLLOWING CHANGES IN THE FORMAT OF PROXY CARDS FOR FRENCH MEETINGS, ABSTAIN-IS NOW A VALID VOTING OPTION. FOR ANY ADDITIONAL ITEMS RAISED AT THE MEETING-THE VOTING OPTION WILL DEFAULT TO 'AGAINST', OR FOR POSITIONS WHERE THE PROXY-CARD IS NOT COMPLETED BY BROADRIDGE, TO THE PREFERENCE OF YOUR CUSTODIAN | Non-Voting | |||||||||
CMMT | 04 MAY 2021: PLEASE NOTE THAT IF YOU HOLD CREST DEPOSITORY INTERESTS (CDIs)-AND PARTICIPATE AT THIS MEETING, YOU (OR YOUR CREST SPONSORED- MEMBER/CUSTODIAN) WILL BE REQUIRED TO INSTRUCT A TRANSFER OF THE RELEVANT-CDIs TO THE ESCROW ACCOUNT SPECIFIED IN THE ASSOCIATED CORPORATE EVENT IN THE-CREST SYSTEM. THIS TRANSFER WILL NEED TO BE COMPLETED BY THE SPECIFIED CREST-SYSTEM DEADLINE. ONCE THIS TRANSFER HAS SETTLED, THE CDIs WILL BE BLOCKED IN-THE CREST SYSTEM. THE CDIs WILL BE RELEASED FROM ESCROW AS SOON AS-PRACTICABLE ON THE BUSINESS DAY PRIOR TO MEETING DATE UNLESS OTHERWISE-SPECIFIED. IN ORDER FOR A VOTE TO BE ACCEPTED, THE VOTED POSITION MUST BE-BLOCKED IN THE REQUIRED ESCROW ACCOUNT IN THE CREST SYSTEM. BY VOTING ON THIS- | Non-Voting | |||||||||
MEETING, YOUR CREST SPONSORED MEMBER/CUSTODIAN MAY USE YOUR VOTE INSTRUCTION-AS THE AUTHORIZATION TO TAKE THE NECESSARY ACTION WHICH WILL INCLUDE-TRANSFERRING YOUR INSTRUCTED POSITION TO ESCROW. PLEASE CONTACT YOUR CREST- SPONSORED MEMBER/CUSTODIAN DIRECTLY FOR FURTHER INFORMATION ON THE CUSTODY- PROCESS AND WHETHER OR NOT THEY REQUIRE SEPARATE INSTRUCTIONS FROM YOU AND- PLEASE NOTE THAT SHAREHOLDER DETAILS ARE REQUIRED TO VOTE AT THIS MEETING. IF-NO SHAREHOLDER DETAILS ARE PROVIDED, YOUR INSTRUCTION MAY CARRY A HEIGHTENED-RISK OF BEING REJECTED. THANK YOU | |||||||||||
CMMT | PLEASE NOTE THAT DUE TO THE CURRENT COVID19 CRISIS AND IN ACCORDANCE WITH THE-PROVISIONS ADOPTED BY THE FRENCH GOVERNMENT UNDER LAW NO. 2020- 1379 OF-NOVEMBER 14, 2020, EXTENDED AND MODIFIED BY LAW NO 2020-1614 OF DECEMBER 18,-2020 THE GENERAL MEETING WILL TAKE PLACE BEHIND CLOSED DOORS WITHOUT THE-PHYSICAL PRESENCE OF THE SHAREHOLDERS. TO COMPLY WITH THESE LAWS, PLEASE DO-NOT SUBMIT ANY REQUESTS TO ATTEND THE MEETING IN PERSON. SHOULD THIS- SITUATION CHANGE, THE COMPANY ENCOURAGES ALL SHAREHOLDERS TO REGULARLY-CONSULT THE COMPANY WEBSITE | Non-Voting | |||||||||
1 | THE SHAREHOLDERS' MEETING, AFTER HAVING REVIEWED THE REPORTS OF THE BOARD OF DIRECTORS AND THE AUDITORS, APPROVES THE COMPANY'S FINANCIAL STATEMENTS FOR THE FISCAL YEAR THAT ENDED IN 2020, AS PRESENTED, SHOWING NET EARNINGS AMOUNTING TO EUR 246,143,041.04. THE SHAREHOLDERS' MEETING APPROVES THE NON- DEDUCTIBLE EXPENSES AND CHARGES AMOUNTING TO EUR 24,600.00 | Management | For | For | For | ||||||
2 | THE SHAREHOLDERS' MEETING, AFTER HAVING REVIEWED THE REPORTS OF THE BOARD OF DIRECTORS AND THE AUDITORS, APPROVES THE CONSOLIDATED FINANCIAL STATEMENTS FOR SAID FISCAL YEAR AS PRESENTED TO THE MEETING | Management | For | For | For |
3 | THE SHAREHOLDERS' MEETING APPROVES THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS AND RESOLVES TO ALLOCATE THE EARNINGS AS FOLLOWS: ORIGIN EARNINGS FOR THE FINANCIAL YEAR: EUR 246,143,041.04 RETAINED EARNINGS: EUR 706,351,321.19 DISTRIBUTABLE INCOME: EUR 952,494,362.23 ALLOCATION DIVIDENDS: EUR 408,435,676.35 (DIVIDED INTO 628,362,579 SHARES) RETAINED EARNINGS: EUR 544,058,685.88 EQUITY SHARE CAPITAL: EUR 2,557,256,896.00 LEGAL RESERVE: EUR 255,735,689.60 SHARE PREMIUM: EUR 5,363,982,724.63 2020 RETAINED EARNINGS: EUR 544,058,685.88 THE SHAREHOLDERS WILL BE GRANTED A NET DIVIDEND OF EUR 0.65 PER SHARE, WHICH WILL BE ELIGIBLE FOR THE 40 PERCENT DEDUCTION PROVIDED BY THE FRENCH GENERAL TAX CODE. THIS DIVIDEND WILL BE PAID ON JUNE 30TH 2021. AS REQUIRED BY LAW, IT IS REMINDED THAT, FOR THE LAST THREE FINANCIAL YEARS, THE DIVIDENDS WERE PAID FOLLOWS: EUR 0.65 PER SHARE FOR FISCAL YEARS 2017 AND 2018 EUR 0.45 PER SHARE FOR FISCAL YEAR 2019 | Management | For | For | For | ||||||
4 | THE SHAREHOLDERS' MEETING RATIFIES THE APPOINTMENT OF MR BERTRAND MEUNIER AS A DIRECTOR, TO REPLACE MR ISIDRO FAINE CASAS, FOR THE REMAINDER OF MR CASAS'S TERM OF OFFICE, I.E. UNTIL THE SHAREHOLDERS' MEETING CALLED TO RULE ON THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR 2023 | Management | For | For | For | ||||||
5 | THE SHAREHOLDERS' MEETING RATIFIES THE APPOINTMENT OF MR JACQUES RICHIER AS A DIRECTOR, TO REPLACE MR FRANCESCO CALTAGIRONE, FOR THE REMAINDER OF MR CALTAGIRONE'S TERM OF OFFICE, I.E. UNTIL THE SHAREHOLDERS' MEETING CALLED TO RULE ON THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR 2021 | Management | For | For | For | ||||||
6 | THE SHAREHOLDERS' MEETING RATIFIES THE APPOINTMENT OF MR ANTHONY R. COSCIA AS A DIRECTOR, TO REPLACE MR FRANCK BRUEL, FOR THE REMAINDER OF MR BRUEL'S TERM OF OFFICE, I.E. UNTIL THE SHAREHOLDERS' MEETING CALLED TO RULE ON THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR 2021 | Management | For | For | For | ||||||
7 | THE SHAREHOLDERS' MEETING RATIFIES THE APPOINTMENT OF MR PHILIPPE PETITCOLIN AS A DIRECTOR, TO REPLACE MRS ISABELLE KOCHER, FOR THE REMAINDER OF MR KOCHER'S TERM OF OFFICE, I.E. UNTIL THE SHAREHOLDERS' MEETING CALLED TO RULE ON THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR 2022 | Management | For | For | For | ||||||
8 | THE SHAREHOLDERS' MEETING, AFTER REVIEWING THE SPECIAL REPORT OF THE AUDITORS ON AGREEMENTS GOVERNED BY ARTICLE L.225-38 ET SEQ. OF THE FRENCH COMMERCIAL CODE, APPROVES SAID REPORT AND NOTES THAT THE AGREEMENT CONCLUDED AND PREVIOUSLY APPROVED BY THE MEETING, REFERRED TO THEREIN, CONTINUED DURING THE PAST FINANCIAL YEAR | Management | For | For | For |
9 | THE SHAREHOLDERS' MEETING APPROVES THE INFORMATION MENTIONED IN ARTICLE L.22-10-9 OF THE FRENCH COMMERCIAL CODE REGARDING THE COMPENSATION OF THE CORPORATE OFFICERS FOR THE 2020 FISCAL YEAR | Management | For | For | For | ||||||
10 | THE SHAREHOLDERS' MEETING APPROVES THE COMPONENTS OF THE COMPENSATION AS WELL AS THE BENEFITS OR PERKS OF ANY KIND PAID AND AWARDED TO MR JEAN- LOUIS CHAUSSADE, CHAIRMAN OF THE BOARD OF DIRECTORS, FROM JANUARY 1ST 2020 TO MAY 12TH 2020 | Management | For | For | For | ||||||
11 | THE SHAREHOLDERS' MEETING APPROVES THE COMPONENTS OF THE COMPENSATION AS WELL AS THE BENEFITS OR PERKS OF ANY KIND PAID AND AWARDED TO MR PHILIPPE VARIN, CHAIRMAN OF THE BOARD OF DIRECTORS, FROM MAY 12TH 2020 TO DECEMBER 31ST 2020 | Management | For | For | For | ||||||
12 | THE SHAREHOLDERS' MEETING APPROVES THE COMPONENTS OF THE COMPENSATION AS WELL AS THE BENEFITS OR PERKS OF ANY KIND PAID AND AWARDED TO MR BERTRAND CAMUS, MANAGING DIRECTOR, FOR THE 2020 FISCAL YEAR | Management | For | For | For | ||||||
13 | THE SHAREHOLDERS' MEETING APPROVES THE COMPENSATION POLICY APPLICABLE TO THE CHAIRMAN OF THE BOARD OF DIRECTORS FOR THE 2021 FISCAL YEAR | Management | For | For | For | ||||||
14 | THE SHAREHOLDERS' MEETING APPROVES THE COMPENSATION POLICY APPLICABLE TO THE MANAGING DIRECTOR FOR THE 2021 FISCAL YEAR | Management | For | For | For | ||||||
15 | THE SHAREHOLDERS' MEETING APPROVES THE COMPENSATION POLICY APPLICABLE TO THE DIRECTORS FOR THE 2021 FISCAL YEAR | Management | For | For | For | ||||||
16 | THE SHAREHOLDERS' MEETING GRANTS FULL POWERS TO THE BEARER OF AN ORIGINAL, A COPY OR EXTRACT OF THE MINUTES OF THIS MEETING TO CARRY OUT ALL FILINGS, PUBLICATIONS AND OTHER FORMALITIES PRESCRIBED BY LAW | Management | For | For | For | ||||||
CMMT | 15 JUNE 2021: PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS-AVAILABLE BY CLICKING ON THE MATERIAL URL LINK:- https://www.journal- officiel.gouv.fr/balo/document/20210430210 1322-52 AND-PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION OF COMMENT AND-POSTPONEMENT OF THE MEETING DATE FROM 22 JUNE 2021 TO 30 JUNE 2021 AND CHANGE-IN RECORD DATE FROM 17 JUNE 2021 TO 25 JUNE 2021 AND ADDITION OF UPDATED-EVENT ID. 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 |
WATER ISLAND EVENT-DRIVEN FUND (formerly, Water Island Diversified Event-Driven Fund)
Investment Company Report
MASMOVIL IBERCOM SA
Security | E7386C164 | Meeting Type | Ordinary General Meeting |
Ticker Symbol | MAS | Meeting Date | 08-Jul-2020 |
ISIN | ES0184696104 | Agenda | 712797969 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
CMMT | PLEASE NOTE IN THE EVENT THE MEETING DOES NOT REACH QUORUM, THERE WILL BE A-SECOND CALL ON 09TH JULY 2020. CONSEQUENTLY, YOUR VOTING INSTRUCTIONS WILL- REMAIN VALID FOR ALL CALLS UNLESS THE AGENDA IS AMENDED. THANK YOU' | Non-Voting | |||||||||
1 | EXAMINATION AND, IF APPROPRIATE, APPROVAL OF THE INDIVIDUAL ANNUAL ACCOUNTS (BALANCE SHEET, PROFIT AND LOSS ACCOUNT, STATEMENT OF THE CHANGES IN THE NET EQUITY, CASH FLOW STATEMENT AND NOTES) AND THE INDIVIDUAL MANAGEMENT REPORT WITH RESPECT TO THE FINANCIAL YEAR ENDED ON DECEMBER 31ST, 2019 | Management | For | For | For | ||||||
2 | EXAMINATION AND, IF APPROPRIATE, APPROVAL OF THE CONSOLIDATED ANNUAL ACCOUNTS (CONSOLIDATED STATEMENT OF FINANCIAL POSITION, CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME, CONSOLIDATED STATEMENT OF CHANGES IN THE NET EQUITY, CONSOLIDATED CASH FLOW STATEMENT AND CONSOLIDATED NOTES) AND CONSOLIDATED MANAGEMENT REPORT OF THE COMPANY AND ITS AFFILIATES WITH RESPECT TO THE FINANCIAL YEAR ENDED ON DECEMBER 31ST, 2019 | Management | For | For | For | ||||||
3 | EXAMINATION AND, IF APPROPRIATE, APPROVAL OF THE CONSOLIDATED STATEMENT OF NON-FINANCIAL INFORMATION WITH RESPECT TO THE FINANCIAL YEAR ENDED ON DECEMBER 31ST, 2019 | Management | For | For | For | ||||||
4 | EXAMINATION AND, IF APPROPRIATE, APPROVAL OF THE PROPOSAL OF APPLICATION OF THE COMPANY'S RESULTS OF THE FINANCIAL YEAR ENDED ON DECEMBER 31ST, 2019 | Management | For | For | For | ||||||
5 | EXAMINATION AND, IF APPROPRIATE, APPROVAL OF THE MANAGEMENT OF THE BOARD OF DIRECTORS DURING THE FINANCIAL YEAR ENDED ON DECEMBER 31ST, 2019 | Management | For | For | For | ||||||
6 | REELECTION OF KPMG AUDITORES, S.L. AS AUDITORS OF THE COMPANY AND ITS CONSOLIDATED GROUP FOR THE FINANCIAL YEAR 2020 | Management | For | For | For | ||||||
7.1 | REELECTION OF MR. JOHN CARL HAHN AS PROPRIETARY DIRECTOR | Management | For | For | For | ||||||
7.2 | REELECTION OF MR. BORJA FERNANDEZ ESPEJEL AS INDEPENDENT DIRECTOR | Management | For | For | For | ||||||
7.3 | REELECTION OF MS. PILAR ZULUETA DE OYA AS INDEPENDENT DIRECTOR | Management | For | For | For | ||||||
7.4 | RATIFICATION OF THE APPOINTMENT OF MS. CRISTINA ALDAMIZ- ECHEVARRIA GONZALEZ DE DURANA AS INDEPENDENT DIRECTOR, APPOINTED BY COOPTATION BY RESOLUTION OF THE BOARD OF DECEMBER 27TH, 2019 | Management | For | For | For | ||||||
8 | APPROVAL, IN ACCORDANCE WITH ARTICLES 219 OF THE SPANISH CORPORATE ENTERPRISES ACT AND 38 OF THE BY-LAWS, OF A SHARES APPRECIATION RIGHTS' PLAN IN FAVOUR OF THE CHIEF EXECUTIVE OFFICER, MANAGEMENT TEAM AND EMPLOYEES OF GRUPO MASMOVIL | Management | For | For | For | ||||||
9 | AMENDMENT OF THE DIRECTORS' REMUNERATION POLICY FOR THE FINANCIAL YEARS 2018, 2019 Y 2020 | Management | For | For | For | ||||||
10 | APPROVAL OF THE DIRECTORS' REMUNERATION POLICY FOR THE FINANCIAL YEARS 2021, 2022 AND 2023 | Management | For | For | For | ||||||
11 | CONSULTATIVE VOTE ON THE ANNUAL REPORT ON DIRECTORS' REMUNERATION FOR THE FINANCIAL YEAR ENDED ON DECEMBER 31ST, 2019 | Management | For | For | For | ||||||
12.1 | AMENDMENT OF ARTICLE 22 ("ATTENDANCE AT MEETINGS") | Management | For | For | For | ||||||
12.2 | AMENDMENT OF ARTICLE 23 ("REPRESENTATION") | Management | For | For | For | ||||||
13 | APPROVAL OF THE ADDITION OF A NEW ARTICLE 12 BIS ("ATTENDANCE AT THE GENERAL MEETING THROUGH REAL-TIME REMOTE PROCEDURES") OF THE REGULATIONS OF THE GENERAL SHAREHOLDERS' MEETING | Management | For | For | For | ||||||
14 | AUTHORISATION TO THE BOARD OF DIRECTORS TO AGREE SHARE CAPITAL INCREASES, IN ACCORDANCE WITH ARTICLES 297.1.B) AND 506 OF THE SPANISH CORPORATE ENTERPRISES ACT, WITH THE LIMIT OF 20% OF THE CURRENT SHARE CAPITAL, WITHIN THE LEGAL PERIOD OF FIVE YEARS FROM THE DATE OF THIS MEETING, IN ONE OR SEVERAL TRANCHES, AND WITH THE AUTHORISATION TO EXCLUDE THE SHAREHOLDERS' PREEMPTIVE RIGHTS TO SUBSCRIPTION. REVOCATION OF THE AUTHORISATION GRANTED BY THE ORDINARY GENERAL SHAREHOLDERS' MEETING OF JUNE 22ND, 2017 FOR THOSE PARTS YET TO BE COMPLETED | Management | For | For | For | ||||||
15 | AUTHORISATION TO SHORTEN THE PERIOD FOR CALLING EXTRAORDINARY GENERAL MEETINGS, IN ACCORDANCE WITH THE PROVISIONS OF ARTICLE 515 OF THE SPANISH CORPORATE ENTERPRISES ACT | Management | For | For | For | ||||||
16 | RATIFICATION, PURSUANT TO THE PROVISIONS OF ARTICLE 160.F) OF THE SPANISH CORPORATE ENTERPRISES ACT, OF THE PLEDGE GRANTED OVER THE SHARES OF THE WHOLLY-OWNED SUBSIDIARY OF MASMOVIL IBERCOM, S.A., THAT IS, MASMOVIL PHONE & INTERNET, S.A.U., AS WELL AS ALL EXTENSIONS OF THE AFOREMENTIONED PLEDGE, AND APPROVAL OF THE WAIVER OF SELF- CONTRACTING, MULTIPLE REPRESENTATION AND CONFLICT OF INTERESTS WITH RESPECT TO ANY IRREVOCABLE POWERS OF ATTORNEY GRANTED AND TO BE GRANTED CONCERNING THE AFOREMENTIONED PLEDGE OF SHARES | Management | For | For | For | ||||||
17 | DELEGATION OF POWERS FOR THE FORMALIZATION, REMEDY, REGISTRATION, INTERPRETATION, DEVELOPMENT AND EXECUTION OF THE RESOLUTIONS ADOPTED BY THE GENERAL MEETING AND POWER OF ATTORNEY TO FORMALIZE THE DEPOSIT OF THE ANNUAL ACCOUNTS | Management | For | For | For |
E*TRADE FINANCIAL CORPORATION
Security | 269246401 | Meeting Type | Special |
Ticker Symbol | ETFC | Meeting Date | 17-Jul-2020 |
ISIN | US2692464017 | Agenda | 935240298 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | Proposal to adopt the Agreement and Plan of Merger, dated as of February 20, 2020 (as it may be amended from time to time, the "merger agreement"), by and among Morgan Stanley, Moon-Eagle Merger Sub, Inc. and E*TRADE Financial Corporation ("E*TRADE"). | Management | For | For | For | ||||||
2. | Proposal to approve, on an advisory (non- binding) basis, certain compensation that may be paid or become payable to E*TRADE's named executive officers in connection with the merger. | Management | For | For | For | ||||||
3. | Proposal to adjourn the E*TRADE special meeting, if necessary or appropriate, to solicit additional proxies in favor of the merger agreement proposal if there are not sufficient votes at the time of such adjournment to adopt the merger agreement. | Management | For | For | For |
GRAF INDUSTRIAL CORP.
Security | 384278107 | Meeting Type | Special |
Ticker Symbol | GRAF | Meeting Date | 23-Jul-2020 |
ISIN | US3842781078 | Agenda | 935248636 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1) | Amend (the "Extension Amendment") the Company's second amended and restated certificate of incorporation (as amended, the "charter") to extend the date by which the Company has to consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a "business combination") from July 31, 2020 to October 31, 2020 (the "Extension," and such date, the "Extended Date") ("the Extension Amendment Proposal"). | Management | For | For | For | ||||||
2) | Approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal (the "Adjournment Proposal"). | Management | For | For | For |
CAESARS ENTERTAINMENT CORPORATION
Security | 127686103 | Meeting Type | Annual |
Ticker Symbol | CZR | Meeting Date | 24-Jul-2020 |
ISIN | US1276861036 | Agenda | 935241860 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1A. | Election of Director: Thomas Benninger | Management | Abstain | For | Against | ||||||
1B. | Election of Director: Jan Jones Blackhurst | Management | Abstain | For | Against | ||||||
1C. | Election of Director: Juliana Chugg | Management | Abstain | For | Against | ||||||
1D. | Election of Director: Denise Clark | Management | Abstain | For | Against | ||||||
1E. | Election of Director: Keith Cozza | Management | Abstain | For | Against | ||||||
1F. | Election of Director: John Dionne | Management | Abstain | For | Against | ||||||
1G. | Election of Director: James Hunt | Management | Abstain | For | Against | ||||||
1H. | Election of Director: Don Kornstein | Management | Abstain | For | Against | ||||||
1I. | Election of Director: Courtney Mather | Management | Abstain | For | Against | ||||||
1J. | Election of Director: James Nelson | Management | Abstain | For | Against | ||||||
1K. | Election of Director: Anthony Rodio | Management | Abstain | For | Against | ||||||
2. | To approve, on an advisory, non-binding basis, named executive officer compensation. | Management | Abstain | For | Against | ||||||
3. | To ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the year ending December 31, 2020. | Management | Abstain | For | Against |
TAUBMAN CENTERS, INC.
Security | 876664103 | Meeting Type | Annual |
Ticker Symbol | TCO | Meeting Date | 28-Jul-2020 |
ISIN | US8766641034 | Agenda | 935246240 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | |||||||
1. | DIRECTOR | Management | ||||||||||
1 | Mayree C. Clark | For | For | For | ||||||||
2 | Michael J. Embler | For | For | For | ||||||||
3 | Janice L. Fields | For | For | For | ||||||||
4 | Michelle J. Goldberg | For | For | For | ||||||||
5 | Nancy Killefer | For | For | For | ||||||||
6 | Cia Buckley Marakovits | For | For | For | ||||||||
7 | Robert S. Taubman | For | For | For | ||||||||
8 | Ronald W. Tysoe | For | For | For | ||||||||
9 | Myron E. Ullman, III | For | For | For | ||||||||
2. | Ratification of the appointment of KPMG LLP as the independent registered public accounting firm for the year ending December 31, 2020. | Management | For | For | For | |||||||
3. | Advisory approval of the named executive officer compensation. | Management | For | For | For |
PACIFIC BIOSCIENCES OF CALIFORNIA, INC.
Security | 69404D108 | Meeting Type | Annual |
Ticker Symbol | PACB | Meeting Date | 04-Aug-2020 |
ISIN | US69404D1081 | Agenda | 935242189 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1.1 | Election Of Class I Director: Christian O. Henry | Management | For | For | For | ||||||
1.2 | Election Of Class I Director: John F. Milligan, Ph.D. | Management | For | For | For | ||||||
1.3 | Election Of Class I Director: Lucy Shapiro, Ph.D | Management | For | For | For | ||||||
2. | Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2020. | Management | For | For | For | ||||||
3. | Advisory approval of the Company's executive compensation. | Management | For | For | For | ||||||
4. | Approval of the Company's 2020 Equity Incentive Plan. | Management | For | For | For |
PERSPECTA INC.
Security | 715347100 | Meeting Type | Annual |
Ticker Symbol | PRSP | Meeting Date | 05-Aug-2020 |
ISIN | US7153471005 | Agenda | 935240072 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1a. | Election of Director: Sanju K. Bansal | Management | Against | For | Against | ||||||
1b. | Election of Director: Sondra L. Barbour | Management | Against | For | Against | ||||||
1c. | Election of Director: John M. Curtis | Management | Against | For | Against | ||||||
1d. | Election of Director: Lisa S. Disbrow | Management | Against | For | Against | ||||||
1e. | Election of Director: Glenn A. Eisenberg | Management | Against | For | Against | ||||||
1f. | Election of Director: Pamela O. Kimmet | Management | Against | For | Against | ||||||
1g. | Election of Director: Ramzi M. Musallam | Management | Against | For | Against | ||||||
1h. | Election of Director: Philip O. Nolan | Management | Against | For | Against | ||||||
1i. | Election of Director: Betty J. Sapp | Management | Against | For | Against | ||||||
1j. | Election of Director: Michael E. Ventling | Management | Against | For | Against | ||||||
2. | Ratification of the appointment of Deloitte & Touche as our independent registered public accounting firm for the fiscal year ending April 2, 2021 | Management | Against | For | Against | ||||||
3. | Approval, in a non-binding advisory vote, of our named executive officer compensation | Management | Against | For | Against | ||||||
4. | Approval of the Perspecta Inc. Employee Stock Purchase Plan | Management | Against | For | Against |
ADVANCED DISPOSAL SERVICES INC.
Security | 00790X101 | Meeting Type | Special |
Ticker Symbol | ADSW | Meeting Date | 25-Aug-2020 |
ISIN | US00790X1019 | Agenda | 935255578 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To adopt the Agreement and Plan of Merger, dated as of April 14, 2019, as amended by Amendment No. 1 thereto, dated as of June 24, 2020, as may be further amended from time to time (the amended merger agreement), 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 (the merger). | Management | Abstain | For | Against | ||||||
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 amended merger agreement. | Management | Abstain | For | Against | ||||||
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 amended merger agreement. | Management | Abstain | For | Against |
WILLIS TOWERS WATSON PLC
Security | G96629103 | Meeting Type | Special |
Ticker Symbol | WLTW | Meeting Date | 26-Aug-2020 |
ISIN | IE00BDB6Q211 | Agenda | 935249234 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | Ordinary Resolution to approve the scheme, as described in the joint proxy statement, in its original form or with or subject to any modification(s), addition(s) or condition(s) approved or imposed by the High Court of Ireland, and to authorize the directors of WTW to take all such actions as they consider necessary or appropriate for carrying the scheme into effect. | Management | For | For | For | ||||||
2. | Special Resolution to amend the constitution of WTW, referred to as the "WTW Constitution," so that any WTW Shares that are issued on or after the WTW Voting Record Time will either be subject to the terms of the scheme or will be immediately and automatically acquired by Aon for the scheme consideration. | Management | For | For | For | ||||||
3. | Ordinary Resolution to approve, on a non- binding, advisory basis, specified compensatory arrangements between WTW and its named executive officers relating to the transaction. | Management | For | For | For | ||||||
4. | Ordinary Resolution to approve any motion by the chairman of the WTW EGM to adjourn the WTW EGM, or any adjournments thereof, to solicit additional proxies in favour of the approval of the resolutions if there are insufficient votes at the time of the WTW EGM to approve resolutions 1 and 2. | Management | For | For | For |
WILLIS TOWERS WATSON PLC
Security | G96629111 | Meeting Type | Special |
Ticker Symbol | WLTW | Meeting Date | 26-Aug-2020 |
ISIN | IE00B4XGY116 | Agenda | 935249246 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To approve the scheme, as described in the joint proxy statement, in its original form or with or subject to any modification(s), addition(s) or condition(s) approved or imposed by the High Court of Ireland. | Management | For | For | For |
HENNESSY CAPITAL ACQUISITION CORP. IV
Security | 42589C104 | Meeting Type | Special |
Ticker Symbol | HCAC | Meeting Date | 27-Aug-2020 |
ISIN | US42589C1045 | Agenda | 935260012 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | Extension Amendment Proposal - Amend the Company's amended and restated certificate of incorporation to extend the date by which the Company has to consummate a business combination from September 5, 2020 to December 31, 2020 or such earlier date as determined by the board of directors. | Management | For | For | For | ||||||
2. | Adjournment Proposal - Adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal. | Management | For | For | For |
58.COM (WUBA)
Security | 31680Q104 | Meeting Type | Special |
Ticker Symbol | WUBA | Meeting Date | 07-Sep-2020 |
ISIN | US31680Q1040 | Agenda | 935261002 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
S1. | IT IS RESOLVED, as a Special Resolution, THAT: the execution, delivery and performance of the agreement and plan of merger, dated as of June 15, 2020 (the "Merger Agreement"), among Quantum Bloom Group Ltd, an exempted company with limited liability incorporated under the laws of the Cayman Islands ("Parent"), Quantum Bloom Company Ltd, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent ("Merger Sub"), ...(due to space limits, see proxy material for full proposal). | Management | Against | For | Against | ||||||
S2. | IT IS RESOLVED, as a Special Resolution, THAT: each of directors and officers of the Company be and are hereby authorized to do all things necessary to give effect to the Merger Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, the Variation of Capital and the Amendment of the M&A. | Management | Against | For | Against | ||||||
O3. | IT IS RESOLVED, as an Ordinary Resolution, THAT: the extraordinary general meeting be adjourned in order to allow the Company to solicit additional proxies in the event that there are insufficient proxies received at the time of the extraordinary general meeting to pass the special resolutions to be proposed at the extraordinary general meeting. | Management | Against | For | Against |
CF FINANCE ACQUISITION CORP.
Security | 12528N107 | Meeting Type | Special |
Ticker Symbol | CFFA | Meeting Date | 10-Sep-2020 |
ISIN | US12528N1072 | Agenda | 935263830 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | Extension Amendment Proposal: Amend the Company's amended and restated certificate of incorporation to extend the date by which the Company has to consummate a business combination from September 17, 2020 to December 17, 2020 or such earlier date as determined by the board of directors. | Management | For | For | For | ||||||
2. | Adjournment Proposal: Adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of Proposal 1. | Management | For | For | For |
LF CAPITAL ACQUISTION CORP
Security | 50200K108 | Meeting Type | Special |
Ticker Symbol | LFAC | Meeting Date | 17-Sep-2020 |
ISIN | US50200K1088 | Agenda | 935267915 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | Extension Amendment: Proposal to amend the Company's Amended and Restated Certificate of Incorporation, as previously amended, to extend the date by which the Company must consummate a business combination from September 22, 2020 to December 22, 2020. | Management | For | For | For | ||||||
2. | Adjournment of the Special Meeting Proposal to direct the chairman of the special meeting to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Meeting, there are not sufficient votes to approve the foregoing proposal. | Management | For | For | For |
CINCINNATI BELL INC.
Security | 171871502 | Meeting Type | Annual |
Ticker Symbol | CBB | Meeting Date | 24-Sep-2020 |
ISIN | US1718715022 | Agenda | 935257217 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1A. | Election of Director for one-year term expiring in 2021: Meredith J. Ching | Management | For | For | For | ||||||
1B. | Election of Director for one-year term expiring in 2021: Walter A. Dods, Jr. | Management | For | For | For | ||||||
1C. | Election of Director for one-year term expiring in 2021: John W. Eck | Management | For | For | For | ||||||
1D. | Election of Director for one-year term expiring in 2021: Leigh R. Fox | Management | For | For | For | ||||||
1E. | Election of Director for one-year term expiring in 2021: Jakki L. Haussler | Management | For | For | For | ||||||
1F. | Election of Director for one-year term expiring in 2021: Craig F. Maier | Management | For | For | For | ||||||
1G. | Election of Director for one-year term expiring in 2021: Russel P. Mayer | Management | For | For | For | ||||||
1H. | Election of Director for one-year term expiring in 2021: Theodore H. Torbeck | Management | For | For | For | ||||||
1I. | Election of Director for one-year term expiring in 2021: Lynn A. Wentworth | Management | For | For | For | ||||||
1J. | Election of Director for one-year term expiring in 2021: Martin J. Yudkovitz | Management | For | For | For | ||||||
2. | Approval, by a non-binding advisory vote, of our executive officers' compensation. | Management | For | For | For | ||||||
3. | Ratification of our Audit and Finance Committee's appointment of our independent registered public accounting firm for 2020. | Management | For | For | For |
CNX MIDSTREAM PARTNERS LP
Security | 12654A101 | Meeting Type | Consent |
Ticker Symbol | CNXM | Meeting Date | 26-Sep-2020 |
ISIN | US12654A1016 | Agenda | 935269589 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | The undersigned, being a holder of record as of the Record Date of CNXM Limited Partner Interests, hereby consents to and approves, by written consent without a meeting, the Merger Agreement (as defined below) and the transactions contemplated thereby, including the Merger (as defined below). | Management | Against | For | Against |
IPL PLASTICS INC.
Security | 44987Y100 | Meeting Type | Special |
Ticker Symbol | IPLPF | Meeting Date | 28-Sep-2020 |
ISIN | CA44987Y1007 | Agenda | 935264313 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1 | The special resolution, the full text of which is set forth in Appendix B to the Company's management information circular dated August 18, 2020 in connection with the Meeting (the "Circular"), to approve an arrangement under Section 192 of the Canada Business Corporations Act, all as more particularly described in the Circular. | Management | For | For | For |
GRAF INDUSTRIAL CORP.
Security | 384278107 | Meeting Type | Special |
Ticker Symbol | GRAF | Meeting Date | 29-Sep-2020 |
ISIN | US3842781078 | Agenda | 935274338 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | The Business Combination Proposal - To approve and adopt the Agreement and Plan of Merger, ("Merger Agreement") by and among the Company, its wholly owned subsidiary VL Merger Sub Inc. ("Merger Sub"), and Velodyne Lidar, Inc. ("Velodyne"), and approve the transactions contemplated thereby ("Business Combination"), including the merger of Merger Sub with and into Velodyne, with Velodyne surviving the merger as a wholly owned subsidiary of Company, and the issuance of common stock to Velodyne equity holders. | Management | For | For | For | ||||||
2. | The Nasdaq Stock Issuance Proposal - To approve, for purposes of complying with applicable listing rules of the Nasdaq Stock Market ("Nasdaq"), the issuance of more than 20% of Company's outstanding common stock in connection with the Business Combination & Subscription Agreements, including up to 15,000,000 shares of our common stock to PIPE Investors, which includes Graf Acquisition LLC (our "Sponsor") that subscribed for 950,000 shares of common stock, and up to 150,453,811 shares to Velodyne equity holders. | Management | For | For | For | ||||||
3. | The Charter Approval Proposal: To adopt the proposed Amended and Restated Certificate of Incorporation of the Company (the "Amended and Restated Certificate of Incorporation") in the form attached hereto as Annex B. | Management | For | For | For | ||||||
4A. | Change the Stockholder Vote Required to Amend the Certificate of Incorporation - To amend the Amended and Restated Certificate of Incorporation to require the approval by affirmative vote of the holders of at least two-thirds of the common stock of the post-combination company to make any amendment to certain provisions of the post-combination company certificate of incorporation. | Management | For | For | For | ||||||
4B. | Election Not to be Governed by Section 203 of the DGCL: To amend the Amended and Restated Certificate of Incorporation to cause the post-combination company to not be governed by Section 203 of the DGCL and, instead, include a provision in the Amended and Restated Certificate of Incorporation that is substantially similar to Section 203 of the DGCL, but excludes David S. Hall and his respective successors, affiliates and associates from the definition of "interested stockholder". | Management | For | For | For | ||||||
4C | Change in Authorized Shares: To amend the Amended and Restated Certificate of Incorporation to increase the total number of authorized shares of common stock to 2,250,000,000 shares and increase the total number of authorized shares of preferred stock to 25,000,000 shares. | Management | For | For | For | ||||||
4D. | Corporate Opportunity - To amend the Amended and Restated Certificate of Incorporation to provide that we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any matter, transaction or interest that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of, any director of the Company who is not an employee of the Company or any of its subsidiaries ("Covered Persons") a Covered Person expressly and solely in such Covered Person's capacity as director of company | Management | For | For | For | ||||||
5. | Incentive Plan Proposal: To approve the Velodyne Lidar, Inc. 2020 Equity Incentive Plan (the "Incentive Plan"), including the authorization of the initial share reserve under the Incentive Plan. | Management | For | For | For | ||||||
6. | ESPP Proposal: To approve the Velodyne Lidar, Inc. 2020 Employee Stock Purchase Plan (the "ESPP"), including the authorization of the initial share reserve under the ESPP | Management | For | For | For | ||||||
7. | Adjournment Proposal - To approve, if necessary, the adjournment of the Special Meeting to a later date or dates to permit further solicitation and votes of proxies in the event that there are insufficient votes for, or otherwise in connection with, approval of the Business Combination Proposal, the Nasdaq Stock Issuance Proposal, the Charter Approval Proposal, the Incentive Plan Proposal or the ESPP Proposal. This proposal will only be presented at the Special Meeting if there are not sufficient votes to approve above proposals. | Management | For | For | For |
NATIONAL GENERAL HOLDINGS CORP.
Security | 636220303 | Meeting Type | Special |
Ticker Symbol | NGHC | Meeting Date | 30-Sep-2020 |
ISIN | US6362203035 | Agenda | 935267434 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To adopt the Agreement and Plan of Merger, dated as of July 7, 2020 (as it may be amended from time to time, the "Merger Agreement"), by and among National General Holdings Corp., a Delaware corporation (the "Company"), The Allstate Corporation, a Delaware corporation ("Parent"), and Bluebird Acquisition Corp., a Delaware corporation and an indirect wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which, subject to the satisfaction of customary closing conditions, Merger Sub will be merged with and into the Company (the "Merger"). | Management | For | 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 | 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 | For |
VIVINT SOLAR, INC.
Security | 92854Q106 | Meeting Type | Special |
Ticker Symbol | VSLR | Meeting Date | 01-Oct-2020 |
ISIN | US92854Q1067 | Agenda | 935269503 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To adopt the Agreement and Plan of Merger, dated as of July 6, 2020 (as it may be amended from time to time, the "merger agreement"), by and among Sunrun Inc., Viking Merger Sub, Inc. and Vivint Solar, Inc. ("Vivint Solar") (the "Vivint Solar merger proposal"). | Management | For | For | For | ||||||
2. | To approve, on a non-binding, advisory basis, certain compensation that will or may be paid by Vivint Solar to certain of its named executive officers that is based on or otherwise relates to the merger contemplated by the merger agreement. | Management | For | For | For | ||||||
3. | To adjourn the virtual special meeting of stockholders of Vivint Solar 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 virtual special meeting to approve the Vivint Solar merger proposal. | Management | For | For | For |
METLIFECARE LIMITED
Security | Q6070M105 | Meeting Type | Scheme Meeting |
Ticker Symbol | MET | Meeting Date | 02-Oct-2020 |
ISIN | NZMETE0001S2 | Agenda | 713084971 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1 | THAT THE SCHEME (THE TERMS OF WHICH ARE DESCRIBED IN THE SCHEME BOOKLET) BE APPROVED | Management | For | For | For |
NOBLE ENERGY, INC.
Security | 655044105 | Meeting Type | Special |
Ticker Symbol | NBL | Meeting Date | 02-Oct-2020 |
ISIN | US6550441058 | Agenda | 935267422 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To adopt the Agreement and Plan of Merger, dated as of July 20, 2020 (as may be amended from time to time, the "merger agreement"), by and among Chevron Corporation, Chelsea Merger Sub Inc. and Noble Energy, Inc. ("Noble Energy"). | Management | For | For | For | ||||||
2. | To approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to Noble Energy's named executive officers that is based on or otherwise related to the merger. | Management | For | For | For | ||||||
3. | To 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 | For |
MAXIM INTEGRATED PRODUCTS, INC.
Security | 57772K101 | Meeting Type | Special |
Ticker Symbol | MXIM | Meeting Date | 08-Oct-2020 |
ISIN | US57772K1016 | Agenda | 935270455 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To adopt the Agreement and Plan of Merger, dated as of July 12, 2020 (as it may be amended from time to time, the "Merger Agreement"), by and among Analog Devices, Inc. ("Analog Devices"), Magneto Corp., a Delaware corporation and wholly- owned subsidiary of Analog Devices, and Maxim Integrated Products, Inc. ("Maxim" and, this proposal, the "Maxim merger proposal"). | Management | For | For | For | ||||||
2. | To approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to Maxim's named executive officers that is based on or otherwise relates to the transactions contemplated by the Merger Agreement (the "Maxim compensation proposal"). | Management | For | For | For | ||||||
3. | To adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve the Maxim merger proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to Maxim stockholders (the "Maxim adjournment proposal"). | Management | For | For | For |
CINEPLEX INC.
Security | 172454100 | Meeting Type | Annual and Special Meeting |
Ticker Symbol | CPXGF | Meeting Date | 13-Oct-2020 |
ISIN | CA1724541000 | Agenda | 935267092 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | |||||||
1 | DIRECTOR | Management | ||||||||||
1 | Jordan Banks | For | For | For | ||||||||
2 | Robert Bruce | For | For | For | ||||||||
3 | Joan Dea | For | For | For | ||||||||
4 | Janice Fukakusa | For | For | For | ||||||||
5 | Donna Hayes | For | For | For | ||||||||
6 | Ellis Jacob | For | For | For | ||||||||
7 | Sarabjit Marwah | For | For | For | ||||||||
8 | Nadir Mohamed | For | For | For | ||||||||
9 | Phyllis Yaffe | For | For | For | ||||||||
2 | The appointment of PricewaterhouseCoopers LLP as auditors of the Corporation and the authorization of the directors to fix their remuneration. | Management | For | For | For | |||||||
3 | Non-binding say-on-pay advisory resolution set forth in the accompanying management information circular on the Corporation's approach to executive compensation. | Management | For | For | For | |||||||
4 | The resolution adopting the Corporation's shareholder rights plan resolution set forth in the accompanying management information circular and approved by the board of directors of the Corporation. | Management | For | For | For | |||||||
5 | The resolution approving and ratifying the Corporation's Omnibus Equity Incentive Plan and the grant of awards thereunder as described in the management information circular and approved by the board of directors of the Corporation. | Management | For | For | For |
VARIAN MEDICAL SYSTEMS, INC.
Security | 92220P105 | Meeting Type | Special |
Ticker Symbol | VAR | Meeting Date | 15-Oct-2020 |
ISIN | US92220P1057 | Agenda | 935274821 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To approve and adopt the Agreement and Plan of Merger, dated as of August 2, 2020 (as it may be amended from time to time, the "merger agreement"). | Management | For | For | For | ||||||
2. | To adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve and adopt the merger agreement if there are not sufficient votes at the time of such adjournment to approve and adopt the merger agreement. | Management | For | For | For | ||||||
3. | To approve, on a non-binding, advisory basis, certain compensation that will or may be paid or become payable to Varian's named executive officers that is based on or otherwise relates to the merger. | Management | For | For | For |
CONYERS PARK II ACQUISITION CORP
Security | 212896104 | Meeting Type | Special |
Ticker Symbol | CPAA | Meeting Date | 27-Oct-2020 |
ISIN | US2128961040 | Agenda | 935285141 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | The Business Combination Proposal - To consider and vote upon a proposal to approve the business combination described in the accompanying proxy statement, including (a) adopting the Agreement and Plan of Merger, dated as of September 7, 2020 (the "Merger Agreement"), by and among Conyers Park, CP II Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Conyers Park ("Merger Sub"), Advantage Solutions Inc., a Delaware corporation ("Advantage"), and Karman Topco L.P., a Delaware limited partnership. | Management | For | For | For | ||||||
2. | The Charter Proposal - To consider and vote upon a proposal to approve and adopt the second amended and restated certificate of incorporation of Conyers Park in the form attached to the accompanying proxy statement as Annex B (the "second amended and restated certificate of incorporation") (this proposal is referred to herein as the "Charter Proposal" or "Proposal No 2"). | Management | For | For | For | ||||||
3. | The Governance Proposal - To consider and vote upon, on a non- binding advisory basis, certain governance provisions in the second amended and restated certificate of incorporation, presented separately in accordance with the United States Securities and Exchange Commission requirements (this proposal is referred to herein as the "Governance Proposal" or "Proposal No 3"). | Management | For | For | For | ||||||
3A. | To change Conyers Park's corporate name from "Conyers Park II Acquisition Corp." to "Advantage Solutions Inc.". | Management | For | For | For | ||||||
3B. | To increase the total number of authorized shares of all classes of capital stock from 551,000,000 shares to 3,300,000,000 shares, which would consist of (i) increasing the amount of Class A common stock from 500,000,000 shares to 3,290,000,000 shares and (ii) increasing the amount of preferred stock from 1,000,000 shares to 10,000,000 shares. | Management | For | For | For | ||||||
3C. | To eliminate provisions specific to Conyers Park's status as a blank check company, including providing for perpetual existence, and to make conforming changes. | Management | For | For | For | ||||||
4. | Incentive Plan Proposal - To consider and vote on a proposal to approve and adopt the Advantage Solutions Inc. 2020 Incentive Plan, which is attached to the accompanying proxy statement as Annex G, and the material terms thereunder, including the authorization of the initial share reserve thereunder (this proposal is referred to herein as the "Incentive Plan Proposal" or "Proposal No 4"). | Management | For | For | For | ||||||
5. | Employee Purchase Plan Proposal - To consider and vote on a proposal to approve and adopt the Advantage Solutions Inc. 2020 Employee Stock Purchase Plan, which is attached to the accompanying proxy statement as Annex H, and the material terms thereunder, including the authorization of the initial share reserve thereunder (this proposal is referred to herein as the "Employee Purchase Plan Proposal" or "Proposal No 5"). | Management | For | For | For | ||||||
6. | NASDAQ Proposal - To consider and vote upon a proposal to approve, for purposes of complying with the applicable provisions of NASDAQ Listing Rule 5635, the issuance of more than 20% of Conyers Park's issued and outstanding shares of common stock in connection with the business combination, including, without limitation, the PIPE Investment (as described in the accompanying proxy statement) (this proposal is referred to herein as the "NASDAQ Proposal" or "Proposal No 6"). | Management | For | For | For | ||||||
7. | Adjournment Proposal - To consider and vote upon a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the business combination proposal, the charter proposal, the governance proposal, the incentive plan proposal, the employee purchase plan proposal or the NASDAQ proposal (this proposal is referred to herein as the "Adjournment Proposal" or "Proposal No 7"). | Management | For | For | For |
WRIGHT MEDICAL GROUP N V
Security | N96617118 | Meeting Type | Annual |
Ticker Symbol | WMGI | Meeting Date | 28-Oct-2020 |
ISIN | NL0011327523 | Agenda | 935270936 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1A. | Appointment of Robert J. Palmisano for executive director. Mark "For" to appoint Palmisano. | Management | For | For | For | ||||||
1B. | Appointment of David D. Stevens for non- executive director. Mark "For" to appoint Stevens. | Management | For | For | For | ||||||
1C. | Appointment of Gary D. Blackford for non- executive director. Mark "For" to appoint Blackford. | Management | For | For | For | ||||||
1D. | Appointment of J. Patrick Mackin for non- executive director. Mark "For" to appoint Mackin. | Management | For | For | For | ||||||
1E. | Appointment of John L. Miclot for non- executive director. Mark "For" to appoint Miclot. | Management | For | For | For | ||||||
1F. | Appointment of Kevin C. O'Boyle for non- executive director. Mark "For" to appoint O'Boyle. | Management | For | For | For | ||||||
1G. | Appointment of Amy S. Paul for non- executive director. Mark "For" to appoint Paul. | Management | For | For | For | ||||||
1H. | Appointment of Richard F. Wallman for non- executive director. Mark "For" to appoint Wallman. | Management | For | For | For | ||||||
1I. | Appointment of Elizabeth H. Weatherman for non-executive director. Mark "For" to appoint Weatherman. | Management | For | For | For | ||||||
2. | Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 27, 2020. | Management | For | For | For | ||||||
3. | Appointment of KPMG N.V. as the auditor for our Dutch statutory annual accounts for the fiscal year ending December 27, 2020. | Management | For | For | For | ||||||
4. | Adoption of our Dutch statutory annual accounts for the fiscal year ended December 29, 2019. | Management | For | For | For | ||||||
5. | Release of each member of our board of directors from liability with respect to the exercise of his or her duties during the fiscal year ended December 29, 2019. | Management | For | For | For | ||||||
6. | Renewal of the authority of our board of directors to repurchase up to 10% of our issued share capital (including depositary receipts issued for our shares) until April 28, 2022 on the open market, through privately negotiated transactions or in one or more selftender offers for a price per share (or depositary receipt) not less than the nominal value of a share and not higher than 110% of the market price of a share (or depositary receipt) at the time of the transaction. | Management | For | For | For | ||||||
7. | Renewal of the authority of our board of directors to issue ordinary shares or grant rights to subscribe for ordinary shares up to 20% of our issued and outstanding shares at the time of the issue until October 28, 2022. | Management | For | For | For | ||||||
8. | Renewal of the authority of our board of directors to resolve to exclude or restrict our shareholders' pre-emptive rights under Dutch law with respect to the ordinary shares and rights to subscribe therefor that the board of directors may issue or grant pursuant to the authority in agenda item 7 above until October 28, 2022. | Management | For | For | For | ||||||
9. | Approval, on an advisory basis, of our executive compensation. | Management | For | For | For |
WRIGHT MEDICAL GROUP N V
Security | N96617118 | Meeting Type | Annual |
Ticker Symbol | WMGI | Meeting Date | 28-Oct-2020 |
ISIN | NL0011327523 | Agenda | 935282094 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1A. | Appointment of Robert J. Palmisano for executive director. Mark "For" to appoint Palmisano. | Management | For | For | For | ||||||
1B. | Appointment of David D. Stevens for non- executive director. Mark "For" to appoint Stevens. | Management | For | For | For | ||||||
1C. | Appointment of Gary D. Blackford for non- executive director. Mark "For" to appoint Blackford. | Management | For | For | For | ||||||
1D. | Appointment of J. Patrick Mackin for non- executive director. Mark "For" to appoint Mackin. | Management | For | For | For | ||||||
1E. | Appointment of John L. Miclot for non- executive director. Mark "For" to appoint Miclot. | Management | For | For | For | ||||||
1F. | Appointment of Kevin C. O'Boyle for non- executive director. Mark "For" to appoint O'Boyle. | Management | For | For | For | ||||||
1G. | Appointment of Amy S. Paul for non- executive director. Mark "For" to appoint Paul. | Management | For | For | For | ||||||
1H. | Appointment of Richard F. Wallman for non- executive director. Mark "For" to appoint Wallman. | Management | For | For | For | ||||||
1I. | Appointment of Elizabeth H. Weatherman for non-executive director. Mark "For" to appoint Weatherman. | Management | For | For | For | ||||||
2. | Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 27, 2020. | Management | For | For | For | ||||||
3. | Appointment of KPMG N.V. as the auditor for our Dutch statutory annual accounts for the fiscal year ending December 27, 2020. | Management | For | For | For | ||||||
4. | Adoption of our Dutch statutory annual accounts for the fiscal year ended December 29, 2019. | Management | For | For | For | ||||||
5. | Release of each member of our board of directors from liability with respect to the exercise of his or her duties during the fiscal year ended December 29, 2019. | Management | For | For | For | ||||||
6. | Renewal of the authority of our board of directors to repurchase up to 10% of our issued share capital (including depositary receipts issued for our shares) until April 28, 2022 on the open market, through privately negotiated transactions or in one or more selftender offers for a price per share (or depositary receipt) not less than the nominal value of a share and not higher than 110% of the market price of a share (or depositary receipt) at the time of the transaction. | Management | For | For | For | ||||||
7. | Renewal of the authority of our board of directors to issue ordinary shares or grant rights to subscribe for ordinary shares up to 20% of our issued and outstanding shares at the time of the issue until October 28, 2022. | Management | For | For | For | ||||||
8. | Renewal of the authority of our board of directors to resolve to exclude or restrict our shareholders' pre-emptive rights under Dutch law with respect to the ordinary shares and rights to subscribe therefor that the board of directors may issue or grant pursuant to the authority in agenda item 7 above until October 28, 2022. | Management | For | For | For | ||||||
9. | Approval, on an advisory basis, of our executive compensation. | Management | For | For | For |
CF FINANCE ACQUISITION CORP.
Security | 12528N107 | Meeting Type | Special |
Ticker Symbol | CFFA | Meeting Date | 03-Nov-2020 |
ISIN | US12528N1072 | Agenda | 935285684 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | The Business Combination Proposal - To consider and vote upon a proposal to (a) approve and adopt the Transaction Agreement, dated as of August 2, 2020 (as the same may be amended, the "Transaction Agreement"), by and among CFAC, CF Finance Intermediate Acquisition, LLC ("IntermediateCo"), CF Finance Holdings, LLC (the "Sponsor"), Grosvenor Capital Management Holdings, LLLP ("GCMH"), the GCMH Equityholders, GCMHGP LLC, GCM V, LLC ("GCM V") and GCM Grosvenor Inc. ("GCM PubCo"). | Management | For | ||||||||
2a. | Organizational Documents Proposal A - To authorize the change in the authorized capital stock of CFAC from 100,000,000 shares of Class A common stock, par value $0.0001 per share (the "CFAC Class A common stock"), 10,000,000 shares of Class B common stock, par value $0.0001 per share (the "CFAC Class B common stock"), and 1,000,000 preferred shares, par value. | Management | For | ||||||||
2b. | Organizational Documents Proposal B - To authorize that holders of shares of GCM Class A common stock will be entitled to cast one vote per share of GCM Class A common stock and holders of shares of GCM Class C common stock will, (1) prior to the Sunset Date, be entitled to cast the lesser of (x) 10 votes per share and (y) the Class C Share Voting Amount and (2) from and after the Sunset Date, be entitled to cast one vote per share. | Management | For | ||||||||
2c. | Organizational Documents Proposal C - To authorize that certain provisions of the certificate of incorporation of GCM PubCo and certain provisions of the bylaws of GCM PubCo, in each case, will be subject to the Stockholders' Agreement. | Management | For | ||||||||
2d. | Organizational Documents Proposal D - To authorize all other changes in connection with the replacement of CFAC's amended and restated certificate of incorporation and bylaws with GCM PubCo's amended and restated certificate of incorporation and bylaws as part of the Merger. | Management | For | ||||||||
3. | The Nasdaq Proposal - To consider and vote upon a proposal to approve, for purposes of complying with applicable listing rules of The Nasdaq Capital Market, the issuance and sale of (a) 3,500,000 shares of GCM Class A common stock and 1,500,000 GCM PubCo private placement warrants to the Sponsor, (b) 19,500,000 shares of GCM Class A common stock to certain third- party investors and (c) a number of shares of GCM Class C common stock to GCM V equal to the GCM V Class C Allocation. | Management | For | ||||||||
4. | The 2020 Plan Proposal - To consider and vote upon a proposal to approve and adopt the CF Finance Acquisition Corp. 2020 Incentive Award Plan and material terms thereunder. | Management | For | ||||||||
5. | The Adjournment Proposal - 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 permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Organizational Documents Proposals, the Nasdaq Proposal and the 2020 Plan Proposal. | Management | For |
MAXIM INTEGRATED PRODUCTS, INC.
Security | 57772K101 | Meeting Type | Annual |
Ticker Symbol | MXIM | Meeting Date | 05-Nov-2020 |
ISIN | US57772K1016 | Agenda | 935275506 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1A. | Election of Director: William P. Sullivan | Management | For | For | For | ||||||
1B. | Election of Director: Tunc Doluca | Management | For | For | For | ||||||
1C. | Election of Director: Tracy C. Accardi | Management | For | For | For | ||||||
1D. | Election of Director: James R. Bergman | Management | For | For | For | ||||||
1E. | Election of Director: Joseph R. Bronson | Management | For | For | For | ||||||
1F. | Election of Director: Robert E. Grady | Management | For | For | For | ||||||
1G. | Election of Director: Mercedes Johnson | Management | For | For | For | ||||||
1H. | Election of Director: William D. Watkins | Management | For | For | For | ||||||
1I. | Election of Director: MaryAnn Wright | Management | For | For | For | ||||||
2. | To ratify the appointment of PricewaterhouseCoopers LLP as Maxim Integrated's independent registered public accounting firm for the fiscal year ending June 26, 2021. | Management | For | For | For | ||||||
3. | Advisory vote to approve named executive officer compensation. | Management | For | For | For |
SUNRISE COMMUNICATIONS GROUP AG
Security | H8365C107 | Meeting Type | ExtraOrdinary General Meeting |
Ticker Symbol | SRCG | Meeting Date | 09-Nov-2020 |
ISIN | CH0565630669 | Agenda | 713247648 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
CMMT | PLEASE NOTE THAT BENEFICIAL OWNER DETAILS ARE REQUIRED FOR THIS MEETING. IF-NO BENEFICIAL OWNER DETAILS ARE PROVIDED, YOUR INSTRUCTION MAY BE REJECTED.-THANK YOU. | Non-Voting | |||||||||
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 | |||||||||
1.1.1 | ELECT MIKE FRIES AS DIRECTOR | Management | Abstain | For | Against | ||||||
1.1.2 | ELECT BAPTIEST COOPMANS AS DIRECTOR | Management | Abstain | For | Against | ||||||
1.1.3 | ELECT MIRANDA CURTIS AS DIRECTOR | Management | Abstain | For | Against | ||||||
1.1.4 | ELECT MANUEL KOHNSTAMM AS DIRECTOR | Management | Abstain | For | Against | ||||||
1.1.5 | ELECT ANDREA SALVATO AS DIRECTOR | Management | Abstain | For | Against | ||||||
1.1.6 | ELECT MARISA DREW AS DIRECTOR | Management | Abstain | For | Against | ||||||
1.1.7 | ELECT THOMAS MEYER AS DIRECTOR | Management | Abstain | For | Against | ||||||
1.1.8 | ELECT JOSEPH DEISS AS DIRECTOR | Management | Abstain | For | Against | ||||||
1.1.9 | ELECT MIKE FRIES AS BOARD CHAIRMAN | Management | Abstain | For | Against | ||||||
1.2.1 | APPOINT MIRANDA CURTIS AS MEMBER OF THE COMPENSATION COMMITTEE | Management | Abstain | For | Against | ||||||
1.2.2 | APPOINT MANUEL KOHNSTAMM AS MEMBER OF THE COMPENSATION COMMITTEE | Management | Abstain | For | Against | ||||||
1.2.3 | APPOINT ANDREA SALVATO AS MEMBER OF THE COMPENSATION COMMITTEE | Management | Abstain | For | Against | ||||||
1.2.4 | APPOINT MIRANDA CURTIS AS CHAIRMAN OF THE COMPENSATION COMMITTEE | Management | Abstain | For | Against | ||||||
2 | APPROVE DELISTING OF SHARES FROM SIX SWISS EXCHANGE | Management | Abstain | For | Against |
MONTAGE RESOURCES CORPORATION
Security | 61179L100 | Meeting Type | Special |
Ticker Symbol | MR | Meeting Date | 12-Nov-2020 |
ISIN | US61179L1008 | Agenda | 935284365 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To adopt the Agreement and Plan of Merger, dated as of August 12, 2020, by and between Southwestern Energy Company and Montage Resources Corporation ("Montage") (the "Merger Proposal"). | Management | For | For | For | ||||||
2. | To approve, on an advisory (non-binding) basis, the payments that will or may be paid to Montage's named executive officers in connection with the merger. | Management | For | For | For | ||||||
3. | To approve 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 Proposal or to ensure that any supplement or amendment to the accompanying proxy statement/prospectus is timely provided to Montage stockholders. | Management | For | For | For |
CORELOGIC, INC.
Security | 21871D103 | Meeting Type | Contested-Special |
Ticker Symbol | CLGX | Meeting Date | 17-Nov-2020 |
ISIN | US21871D1037 | Agenda | 935277396 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | The repeal of each provision of, or amendment to, the Company's Amended and Restated Bylaws (the "Bylaws") adopted by the Company's board of directors (the "Board") without the approval of the Company's stockholders subsequent to July 6, 2020. | Management | Against | ||||||||
2A. | The removal from office as director of the Company of the following, (such directors, the "Incumbent Directors" and such proposal, the "Director Removal Proposal"): J. David Chatham | Management | Against | ||||||||
2B. | The removal from office as director of the Company of the following, (such directors, the "Incumbent Directors" and such proposal, the "Director Removal Proposal"): Douglas C. Curling | Management | Against | ||||||||
2C. | The removal from office as director of the Company of the following, (such directors, the "Incumbent Directors" and such proposal, the "Director Removal Proposal"): John C. Dorman | Management | Against | ||||||||
2D. | The removal from office as director of the Company of the following, (such directors, the "Incumbent Directors" and such proposal, the "Director Removal Proposal"): Paul F. Folino | Management | Against | ||||||||
2E. | The removal from office as director of the Company of the following, (such directors, the "Incumbent Directors" and such proposal, the "Director Removal Proposal"): Thomas C. O'Brien | Management | Against | ||||||||
2F. | The removal from office as director of the Company of the following, (such directors, the "Incumbent Directors" and such proposal, the "Director Removal Proposal"): Pamela H. Patenaude | Management | Against | ||||||||
2G. | The removal from office as director of the Company of the following, (such directors, the "Incumbent Directors" and such proposal, the "Director Removal Proposal"): Vikrant Raina | Management | Against | ||||||||
2H. | The removal from office as director of the Company of the following, (such directors, the "Incumbent Directors" and such proposal, the "Director Removal Proposal"): J. Michael Shepherd | Management | Against | ||||||||
2I. | The removal from office as director of the Company of the following, (such directors, the "Incumbent Directors" and such proposal, the "Director Removal Proposal"): David F. Walker | Management | Against | ||||||||
3A. | The nomination of the following individuals for appointment to the Board by the directors then in office, if and to the extent one or more of the Incumbent Directors is removed from the Board pursuant to the valid adoption of the Director Removal Proposal (the "Nomination Proposal"): W. Steve Albrecht | Management | Against | ||||||||
3B. | The nomination of the following individual for appointment to the Board by the directors then in office, if and to the extent one or more of the Incumbent Directors is removed from the Board pursuant to the valid adoption of the Director Removal Proposal (the "Nomination Proposal"): Martina Lewis Bradford | Management | Against | ||||||||
3C. | The nomination of the following individual for appointment to the Board by the directors then in office, if and to the extent one or more of the Incumbent Directors is removed from the Board pursuant to the valid adoption of the Director Removal Proposal (the "Nomination Proposal"): Gail Landis | Management | Against | ||||||||
3D. | The nomination of the following individual for appointment to the Board by the directors then in office, if and to the extent one or more of the Incumbent Directors is removed from the Board pursuant to the valid adoption of the Director Removal Proposal (the "Nomination Proposal"): Wendy Lane | Management | Against | ||||||||
3E. | The nomination of the following individual for appointment to the Board by the directors then in office, if and to the extent one or more of the Incumbent Directors is removed from the Board pursuant to the valid adoption of the Director Removal Proposal (the "Nomination Proposal"): Ryan McKendrick | Management | Against | ||||||||
3F. | The nomination of the following individual for appointment to the Board by the directors then in office, if and to the extent one or more of the Incumbent Directors is removed from the Board pursuant to the valid adoption of the Director Removal Proposal (the "Nomination Proposal"): Katherine "KT" Rabin | Management | Against | ||||||||
3G. | The nomination of the following individual for appointment to the Board by the directors then in office, if and to the extent one or more of the Incumbent Directors is removed from the Board pursuant to the valid adoption of the Director Removal Proposal (the "Nomination Proposal"): Sreekanth Ravi | Management | Against | ||||||||
3H. | The nomination of the following individual for appointment to the Board by the directors then in office, if and to the extent one or more of the Incumbent Directors is removed from the Board pursuant to the valid adoption of the Director Removal Proposal (the "Nomination Proposal"): Lisa Wardell | Management | Against | ||||||||
3I. | The nomination of the following individual for appointment to the Board by the directors then in office, if and to the extent one or more of the Incumbent Directors is removed from the Board pursuant to the valid adoption of the Director Removal Proposal (the "Nomination Proposal"): Henry W. "Jay" Winship | Management | Against | ||||||||
4. | Amendment to add a new clause (which shall be designated clause b)) to Section 2.2 of Article II of the Bylaws to provide mechanics for calling a special meeting of stockholders if no directors or less than a majority of directors are in office following the passing of the Director Removal Proposal. | Management | Against |
CORELOGIC, INC.
Security | 21871D103 | Meeting Type | Contested-Special |
Ticker Symbol | CLGX | Meeting Date | 17-Nov-2020 |
ISIN | US21871D1037 | Agenda | 935277409 - Opposition |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1A. | To Remove J. David Chatham as director of the Company (For = remove director, Abstain/withhold = do not remove director) | Management | For | For | For | ||||||
1B. | To Remove Douglas C. Curling as director of the Company (For = remove director, Abstain/withhold = do not remove director) | Management | Abstain | For | Against | ||||||
1C. | To Remove John C. Dorman as director of the Company (For = remove director, Abstain/withhold = do not remove director) | Management | Abstain | For | Against | ||||||
1D. | To Remove Paul F. Folino as director of the Company (For = remove director, Abstain/withhold = do not remove director) | Management | For | For | For | ||||||
1E. | To Remove Thomas C. O'Brien as director of the Company (For = remove director, Abstain/withhold = do not remove director) | Management | For | For | For | ||||||
1F. | To Remove Pamela H. Patenaude as director of the Company (For = remove director, Abstain/withhold = do not remove director) | Management | Abstain | For | Against | ||||||
1G. | To Remove Vikrant Raina as director of the Company (For = remove director, Abstain/withhold = do not remove director) | Management | Abstain | For | Against | ||||||
1H. | To Remove J. Michael Shepherd as director of the Company (For = remove director, Abstain/withhold = do not remove director) | Management | Abstain | For | Against | ||||||
1I. | To Remove David F. Walker as director of the Company (For = remove director, Abstain/withhold = do not remove director) | Management | For | For | For | ||||||
2A. | To Nominate W. Steve Albrecht for appointment to the Board | Management | For | For | For | ||||||
2B. | To Nominate Martina Lewis Bradford for appointment to the Board | Management | Against | For | Against | ||||||
2C. | To Nominate Gail Landis for appointment to the Board | Management | Against | For | Against | ||||||
2D. | To Nominate Wendy Lane for appointment to the Board | Management | For | For | For | ||||||
2E. | To Nominate Ryan McKendrick for appointment to the Board | Management | For | For | For | ||||||
2F. | To Nominate Katherine "KT" Rabin for appointment to the Board | Management | Against | For | Against | ||||||
2G. | To Nominate Sreekanth Ravi for appointment to the Board | Management | Against | For | Against | ||||||
2H. | To Nominate Lisa Wardell for appointment to the Board | Management | Against | For | Against | ||||||
2I. | To Nominate Henry W. "Jay" Winship for appointment to the Board | Management | For | For | For | ||||||
3. | To Repeal Any Bylaw Amendment to the Version Filed on July 6, 2020 (other than any amendments to the Bylaws set forth in these Proposals) | Management | For | For | For | ||||||
4. | To Amend Article II, Section 2.2 of the Bylaws to provide mechanics for calling a special meeting if no or less than a majority of directors are then in office | Management | For | For | For |
WILLIAM HILL PLC
Security | G9645P117 | Meeting Type | Court Meeting |
Ticker Symbol | WMH | Meeting Date | 19-Nov-2020 |
ISIN | GB0031698896 | Agenda | 713281690 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1 | APPROVE SCHEME OF ARRANGEMENT | Management | For | For | For | ||||||
CMMT | 05 NOV 2020: 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 | |||||||||
CMMT | 05 NOV 2020: PLEASE NOTE THAT THIS IS A REVISION DUE TO ADDITION OF COMMENT.-IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU-DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. | Non-Voting |
WILLIAM HILL PLC
Security | G9645P117 | Meeting Type | Ordinary General Meeting |
Ticker Symbol | WMH | Meeting Date | 19-Nov-2020 |
ISIN | GB0031698896 | Agenda | 713281703 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1 | FOR THE PURPOSES OF THE SCHEME: A. TO AUTHORISE THE DIRECTORS OF THE COMPANY TO TAKE ALL SUCH ACTION AS THEY MAY CONSIDER NECESSARY OR APPROPRIATE FOR CARRYING THE SCHEME INTO EFFECT; AND B. TO AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY | Management | For | For | For |
VIRTUSA CORPORATION
Security | 92827P102 | Meeting Type | Special |
Ticker Symbol | VRTU | Meeting Date | 20-Nov-2020 |
ISIN | US92827P1021 | Agenda | 935287866 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To adopt the Agreement and Plan of Merger, dated as of September 9, 2020 (as it may be amended, supplemented or otherwise modified from time to time, the "merger agreement"), by and among Austin HoldCo Inc., a Delaware corporation ("Parent"), Austin BidCo Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Sub"), and Virtusa Corporation, a Delaware corporation ("Virtusa" or the "Company"), pursuant to which Sub will be merged with and into the Company (the "merger"). | Management | For | For | For | ||||||
2. | To approve an advisory, non-binding proposal to approve the compensation that may be paid or may become payable to the Company's named executive officers in connection with the consummation of the merger. | Management | For | For | For | ||||||
3. | To approve a proposal to adjourn or postpone the special meeting to a later date or time, if necessary or appropriate as determined by the Company, to solicit additional proxies if there are insufficient votes at the time of the special meeting or any adjournment or postponement thereof to approve the merger proposal. | Management | For | For | For |
MOBILEIRON, INC.
Security | 60739U204 | Meeting Type | Special |
Ticker Symbol | MOBL | Meeting Date | 24-Nov-2020 |
ISIN | US60739U2042 | Agenda | 935290964 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To consider and vote on the proposal to adopt the Agreement and Plan of Merger (as it may be amended from time to time), dated September 26, 2020, by and among MobileIron, Ivanti, Inc. and Oahu Merger Sub, Inc. (the "merger agreement"). | Management | For | For | For | ||||||
2. | To consider and vote on the proposal to approve, on a non- binding, advisory basis, the compensation that will or may become payable by MobileIron to its named executive officers in connection with the merger of Oahu Merger Sub, Inc., a wholly owned subsidiary of Ivanti, Inc., with and into MobileIron pursuant to the merger agreement (the "merger"). | Management | For | For | For | ||||||
3. | To consider and vote on any proposal to adjourn the special meeting to a later date or time, 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 | For |
MCCARTHY & STONE PLC
Security | G59248180 | Meeting Type | Ordinary General Meeting |
Ticker Symbol | MCS | Meeting Date | 07-Dec-2020 |
ISIN | GB00BYNVD082 | Agenda | 713398320 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1 | APPROVE MATTERS RELATING TO THE RECOMMENDED CASH OFFER FOR MCCARTHY STONE PLC BY MASTIFF BIDCO LIMITED | Management | Abstain | For | Against |
MCCARTHY & STONE PLC
Security | G59248180 | Meeting Type | Court Meeting |
Ticker Symbol | MCS | Meeting Date | 07-Dec-2020 |
ISIN | GB00BYNVD082 | Agenda | 713398344 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1 | APPROVE SCHEME OF ARRANGEMENT | Management | Abstain | For | Against | ||||||
CMMT | 19 NOV 2020: 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 | |||||||||
CMMT | 19 NOV 2020: PLEASE NOTE THAT THIS IS A REVISION DUE TO ADDITION OF COMMENT.-IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU-DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU | Non-Voting |
TRINE ACQUISITION CORP.
Security | 89628U108 | Meeting Type | Special |
Ticker Symbol | TRNE | Meeting Date | 08-Dec-2020 |
ISIN | US89628U1088 | Agenda | 935301313 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | The Business Combination Proposal - To consider and vote upon a proposal to approve the Agreement and Plan of Merger, dated as of August 26, 2020 (as it may be amended and/or restated from time to time, the "Merger Agreement"), by and among Trine, Sparrow Merger Sub, Inc. ("Merger Sub") and Desktop Metal, Inc. ("Desktop Metal") and the transactions contemplated thereby, pursuant to which Merger Sub will merge with and into Desktop Metal with Desktop Metal surviving the merger as a wholly owned subsidiary of Trine (the "Business Combination"). | Management | For | For | For | ||||||
2. | The Charter Amendment Proposal - To consider and vote upon a proposal to adopt an amendment to Trine's amended and restated certificate of incorporation currently in effect in the form attached to the Merger Agreement. | Management | For | For | For | ||||||
3. | The Charter Approval Proposal - To consider and vote upon a proposal to adopt the Second Amended and Restated Certificate of Incorporation (the "Proposed Charter") in the form attached to the Proxy Statement/Consent Solicitation Statement/Prospectus. | Management | For | For | For | ||||||
4A. | Required Vote to Amend the Charter | Management | For | For | For | ||||||
4B. | Required Vote to Amend the Bylaws | Management | For | For | For | ||||||
4C. | Director Removal | Management | For | For | For | ||||||
4D. | Removal of Blank Check Company Provisions | Management | For | For | For | ||||||
5A. | Election Director: Ric Fulop | Management | For | For | For | ||||||
5B. | Election Director: Dayna Grayson | Management | For | For | For | ||||||
5C. | Election Director: Leo Hindery, Jr. | Management | For | For | For | ||||||
5D. | Election Director: Wen Hsieh | Management | For | For | For | ||||||
5E. | Election Director: Jeff Immelt | Management | For | For | For | ||||||
5F. | Election Director: Byron Knight | Management | For | For | For | ||||||
5G. | Election Director: Stephen Nigro | Management | For | For | For | ||||||
5H. | Election Director: Steve Papa | Management | For | For | For | ||||||
5I. | Election Director: Andy Wheeler | Management | For | For | For | ||||||
5J. | Election Director: Bilal Zuberi | Management | For | For | For | ||||||
6. | The Merger Issuance Proposal - To consider and vote upon a proposal to approve, for purposes of complying with applicable listing rules of the New York Stock Exchange (the "NYSE"), the issuance of shares of Class A common stock pursuant to the Business Combination. | Management | For | For | For | ||||||
7. | The Subscription Agreements Proposal - To consider and vote upon a proposal to approve, for purposes of complying with applicable listing rules of the NYSE, the issuance of shares of Class A common stock pursuant to the Subscription Agreements. | Management | For | For | For | ||||||
8. | The Incentive Plan Proposal - To consider and vote upon a proposal to approve and adopt the Desktop Metal, Inc. 2020 Incentive Award Plan. | Management | For | For | For | ||||||
9. | The Adjournment Proposal - To consider & vote upon a proposal to approve adjournment of Special Meeting to a later date or dates, if necessary, to permit further solicitation & vote of proxies in event that there are insufficient votes for, or otherwise in connection with, approval of Business Combination Proposal, Charter Amendment Proposal, Charter Approval Proposal, Merger Issuance Proposal, Subscription Agreements Proposal or Incentive Plan Proposal, or Trine determines that one or more of closing conditions to Merger Agreement is not satisfied or waived. | Management | For | For | For |
LF CAPITAL ACQUISTION CORP
Security | 50200K108 | Meeting Type | Special |
Ticker Symbol | LFAC | Meeting Date | 14-Dec-2020 |
ISIN | US50200K1088 | Agenda | 935311352 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | Proposal to adopt the Agreement and Plan of Merger, dated as of August 31, 2020 ("Merger Agreement") by and among the Company, LFCA Merger Sub, Inc. ("Merger Sub"), Landsea Homes Incorporated, ("Landsea"), and Landsea Holdings Corporation, (the "Seller"), and approve the transactions contemplated thereby, including, among other things, the merger of Merger Sub with and into Landsea, with Landsea continuing as the surviving corporation (the "Merger" and, together with the other transactions, the "Business Combination"). | Management | For | For | For | ||||||
2. | Proposal to approve for purposes of complying with applicable Nasdaq listing rules, the issuance of more than 20% of the Company's issued and outstanding Common Stock pursuant to the Business Combination. The Nasdaq Proposal is conditioned on stockholder approval of the Business Combination Proposal. | Management | For | For | For | ||||||
3. | Proposal to adopt the Second Amended and Restated Certificate of Incorporation of the Company in the form attached to the Proxy Statement as Annex B. The Charter Approval Proposal is conditioned on stockholder approval of the Business Combination Proposal. | Management | For | For | For | ||||||
4a. | Declassification of the Board of Directors - Proposal to amend the certificate of incorporation of the Company to change the classification of the board of directors of the Company from three classes to one class, with each being elected to annual terms at each annual meeting of stockholders. | Management | For | For | For | ||||||
4b. | Action by Written Consent - Proposal to amend the certificate of incorporation of the Company to permit the Seller to act by written consent as a stockholder of the Company so long as the Seller and its affiliates, collectively, beneficially own at least a majority of the outstanding shares of the Company. | Management | For | For | For | ||||||
4c. | Stockholder Special Meetings - Proposal to amend the certificate of incorporation of the Company to provide that any stockholder (or group of stockholders) of the Company that beneficially owns at least 25% of the voting power of the stock outstanding and entitled to vote on the matter or matters proposed to be brought before a special meeting shall have the right to call a special meeting of the stockholders of the Company. | Management | For | For | For | ||||||
4d. | Election Not to be Governed by Section 203 of the General Corporation Law of the State of Delaware - Amend the certificate of incorporation of the Company to elect not to be governed by Section 203 of the General Corporation Law of the State of Delaware ("DGCL") and, instead, include a provision in the certificate of incorporation that is substantially similar to Section 203, but excludes the Seller and its successors and affiliates from the definition of "interested stockholder", and to make certain related changes. | Management | For | For | For | ||||||
4e. | 80% Stockholder Approval for Mergers or Consolidations - Proposal to amend the certificate of incorporation of the Company to require the approval of no less than 80% of the outstanding shares of the Company's common stock for any merger or consolidation with any other entity, when the Seller and its affiliates, collectively, beneficially own more than 20% of the outstanding shares of the Company's common stock. | Management | For | For | For | ||||||
4f. | Changes to Corporate Opportunity Provisions - Proposal to amend the certificate of incorporation of the Company to delete the current corporate opportunities provision and replace it with a requirement that not less than 70% of the voting power of the outstanding shares of common stock of the Company is required to amend that certain provision of that certain stockholders agreement to be entered into as of the consummation of the Business Combination. | Management | For | For | For | ||||||
4g. | Amendment of Second Amended and Restated Certificate of Incorporation - Proposal to amend the certificate of incorporation of the Company to require the affirmative vote of at least 70% of the voting power of the stock outstanding and entitled to vote thereon for any proposed amendment to the certificate of incorporation of the Company. | Management | For | For | For | ||||||
4h. | Amendment of Bylaws - Proposal to amend the certificate of incorporation of the Company to require the affirmative vote of at least 70% of the voting power of the stock outstanding and entitled to vote thereon for any proposed amendment to the bylaws of the Company. | Management | For | For | For | ||||||
4i. | Increase of Authorized Shares - Proposal to amend the certificate of incorporation of the Company to provide for a single class of common stock of Company, entitled to one vote for each share of common stock held of record by such holder on all matters on which stockholders generally are entitled to vote (other than certain amendments relating to preferred stock) and increase the total number of authorized shares of common stock from 115,000,000 shares to 500,000,000 shares. | Management | For | For | For | ||||||
4j. | Exclusive Forum - Proposal to amend the certificate of incorporation of the Company to provide for the sole and exclusive forums with respect to internal corporate claims and claims arising under the Securities Act of 1933. | Management | For | For | For | ||||||
5. | Proposal to elect two (2) directors to our board of directors to serve as Class II directors for a term of three years expiring at the annual meeting of stockholders to be held in 2023 or until each such director's successor has been duly elected and qualified, or until each such director's earlier death, resignation, retirement or removal. Assuming that Proposal No. 3 is approved. | Management | For | For | For | ||||||
6. | Proposal to approve the Landsea Homes Corporation 2020 Stock Incentive Plan (the "Incentive Plan"), including the authorization of the initial share reserve under the Incentive Plan. The Incentive Plan Proposal is conditioned on stockholder approval of the Business Combination Proposal. | Management | For | For | For | ||||||
7. | Proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Nasdaq Proposal or the Charter Approval Proposal. This proposal will only be presented at the Special Meeting if there are not sufficient votes to approve the Business Combination Proposal, the Nasdaq Proposal or the Charter Approval Proposal. | Management | For | For | For |
GCI LIBERTY, INC.
Security | 36164V305 | Meeting Type | Special |
Ticker Symbol | GLIBA | Meeting Date | 15-Dec-2020 |
ISIN | US36164V3050 | Agenda | 935296194 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | A proposal to approve the adoption of the Agreement and Plan of Merger, dated August 6, 2020 (as may be amended from time to time), by and among Liberty Broadband Corporation, GCI Liberty, Inc., Grizzly Merger Sub 1, LLC and Grizzly Merger Sub 2, Inc. | Management | For | For | For | ||||||
2. | A proposal to approve the adjournment of the GCI Liberty, Inc. special meeting from time to time to solicit additional proxies in favor of Proposal 1 if there are insufficient votes at the time of such adjournment to approve that proposal or if otherwise determined by the chairperson of the meeting to be necessary or appropriate. | Management | For | For | For |
FLYING EAGLE ACQUISITION CORP
Security | 34407Y103 | Meeting Type | Special |
Ticker Symbol | FEAC | Meeting Date | 16-Dec-2020 |
ISIN | US34407Y1038 | Agenda | 935313522 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | The Business Combination Proposal: To consider and vote upon a proposal to approve the agreement and plan of merger, dated as of September 1, 2020 (as may be amended and/or restated from time to time, the "Merger Agreement"), by and among Flying Eagle Acquisition Corp. ("FEAC"); FEAC Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of FEAC ("Merger Sub"); "Skillz, Inc.", a Delaware corporation ("Skillz"). | Management | For | For | For | ||||||
2. | The Charter Proposal: To consider and vote upon a proposal to approve, assuming the Business Combination Proposal is approved and adopted, the proposed third amended and restated certificate of incorporation of FEAC (the "Proposed Charter") a copy of which is attached to this proxy statement/prospectus as Annex B, which will replace FEAC's second amended and restated certificate of incorporation, dated March 5, 2020 (the "Current Charter") and will be in effect upon the Closing of the Business Combination. | Management | For | For | For | ||||||
3a. | Advisory Charter Proposal A: Under the Proposed Charter, New Skillz will be authorized to issue 635,000,000 shares of capital stock, consisting of (i) 500,000,000 shares of New Skillz Class A common stock, par value $0.0001 per share, (ii) 125,000,000 shares of New Skillz Class B common stock, par value $0.0001 per share, and (iii) 10,000,000 shares of preferred stock, par value $0.0001 per share, as opposed to the Current Charter authorizing FEAC to issue 401,000,000 shares of capital stock,. | Management | For | For | For | ||||||
3b. | Advisory Charter Proposal B: Holders of shares of New Skillz Class A common stock will be entitled to cast one vote per share of New Skillz Class A common stock and holders of shares of New Skillz Class B common stock will be entitled to cast 20 votes per share of New Skillz Class B common stock on each matter properly submitted to New Skillz's stockholders entitled to vote, as opposed to each share of FEAC Class A common stock and FEAC Class B common stock being entitled to one vote per share on each matter properly submitted to FEAC's shareholders. | Management | For | For | For | ||||||
3c. | Advisory Charter Proposal C: Each member of the board of directors of New Skillz will be elected at each annual meeting of stockholders (or special meeting in lieu thereof), as opposed to the board of directors of FEAC having three classes of directors, with only one class of directors being elected in each year and each class serving a three-year term. | Management | For | For | For | ||||||
3d. | Advisory Charter Proposal D: Any action required or permitted to be taken by the stockholders of New Skillz may be taken by written consent until the time the issued and outstanding shares of Class B common stock represent less than 50% of the voting power of the then outstanding shares of capital stock of New Skillz, as opposed to only holders of shares of FEAC Class B common stock having the ability to take stockholder action by written consent. | Management | For | For | For | ||||||
3e. | Advisory Charter Proposal E: Amendments to certain provisions of Proposed Charter relating to rights of Class A and Class B common stock will require (i) so long as any shares of Class B common stock remain outstanding, affirmative vote of holders of at least two-thirds of outstanding shares of Class B common stock of New Skillz, voting as a separate class, (ii) so long as any shares of Class A common stock remain outstanding ...(due to space limits, see proxy material for full proposal). | Management | For | For | For | ||||||
3f. | Advisory Charter Proposal F: The bylaws of New Skillz may be amended, altered or repealed or adopted either (x) by the affirmative vote of a majority of the New Skillz board of directors present at any regular or special meeting of the Board at which a quorum is present or (y). | Management | For | For | For | ||||||
3g. | Advisory Charter Proposal G: The number of directors will be fixed and may be modified by the New Skillz board of directors, provided that the number of directors cannot exceed a certain threshold without the affirmative vote of the holders of (x) at least two-thirds of the voting power of the outstanding capital stock of New Skillz when outstanding Class B common stock represents less than 50% of the total voting power, or, prior to such time, (y) a majority of the voting power of the outstanding capital stock of New Skillz,. | Management | For | For | For | ||||||
4. | The Stock Issuance Proposal: To consider and vote upon a proposal to approve, assuming the Business Combination Proposal and the Charter Proposal are approved and adopted, for the purposes of complying with the applicable listing rules of the NYSE, the issuance of (x) shares of FEAC Class A common stock pursuant to the terms of the Merger Agreement and (y) shares of FEAC Class A common stock to certain institutional investors in connection with the Private Placement, plus any additional shares pursuant to subscription agreements. | Management | For | For | For | ||||||
5. | The Incentive Plan Proposal: To consider and vote upon a proposal to approve, assuming the Business Combination Proposal, the Charter Proposal and the Stock Issuance Proposal are approved and adopted, the Skillz 2020 Omnibus Incentive Plan (the "Incentive Plan"), a copy of which is attached to this proxy statement/prospectus as Annex F, including the authorization of the initial share reserve under the Incentive Plan. | Management | For | For | For | ||||||
6. | The ESPP Proposal: To consider and vote upon a proposal to approve, assuming the Business Combination Proposal, the Charter Proposal, the Stock Issuance Proposal and the Incentive Plan Proposal are approved and adopted, the "Skillz, Inc." 2020 Employee Stock Purchase Plan (the "ESPP"), a copy of which is attached to this proxy statement/prospectus as Annex G, including the authorization of the initial share reserve under the ESPP. | Management | For | For | For | ||||||
7. | The Adjournment Proposal: To consider and vote upon a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, any of the Business Combination Proposal, the Charter Proposal, the Stock Issuance Proposal, the Incentive Plan Proposal and the ESPP Proposal would not be duly approved and adopted by our stockholders or we determine that one or more of the Closing conditions under Merger. | Management | For | For | For |
CODEMASTERS GROUP HOLDINGS PLC
Security | G2252A101 | Meeting Type | Ordinary General Meeting |
Ticker Symbol | CDM | Meeting Date | 21-Dec-2020 |
ISIN | GB00BFWZ2G72 | Agenda | 713456451 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1 | FOR THE PURPOSES OF THE SCHEME: (A) TO AUTHORISE THE DIRECTORS TO TAKE ALL SUCH ACTION AS THEY CONSIDER NECESSARY OR APPROPRIATE FOR CARRYING THE SCHEME INTO EFFECT; (B) THE CANCELLATION OF THE ADMISSION OF CODEMASTERS SHARES TO TRADING ON AIM; (C) THE COMPANY'S RE- REGISTRATION AS A PRIVATE LIMITED COMPANY; AND (D) AMENDING THE ARTICLES OF ASSOCIATION OF THE COMPANY | Management | Abstain | For | Against |
CODEMASTERS GROUP HOLDINGS PLC
Security | G2252A101 | Meeting Type | Court Meeting |
Ticker Symbol | CDM | Meeting Date | 21-Dec-2020 |
ISIN | GB00BFWZ2G72 | Agenda | 713456463 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
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 PROPOSED TO BE MADE PURSUANT TO PART 26 OF THE COMPANIES ACT 2006 (THE "SCHEME") BETWEEN THE COMPANY AND THE SCHEME SHAREHOLDERS | Management | Abstain | For | Against |
HENNESSY CAPITAL ACQUISITION CORP. IV
Security | 42589C104 | Meeting Type | Special |
Ticker Symbol | HCAC | Meeting Date | 21-Dec-2020 |
ISIN | US42589C1045 | Agenda | 935314625 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | |||||||
1. | The Business Combination Proposal - To approve and adopt the Merger Agreement, dated as of August 17, 2020 (as may be amended from time to time, the "Merger Agreement"). | Management | For | For | For | |||||||
2. | To approve the amendment of the Company's Amended and Restated Certificate of Incorporation (the "Existing Charter"), which is reflected in the proposed Second Amended and Restated Certificate of Incorporation of the Company (the "Proposed Charter") to increase the authorized shares of the Company's common stock to 500,000,000 shares and authorized shares of preferred stock to 10,000,000. Each of the Charter Proposals is conditioned on the approval of the Business Combination Proposal. | Management | For | For | For | |||||||
3. | To approve the amendment of the Company's Existing Charter to require an affirmative vote of 66 2/3% of the outstanding shares of Company common stock to alter, amend, or repeal the proposed bylaws of the Company. Each of the Charter Proposals is conditioned on the approval of the Business Combination Proposal. | Management | For | For | For | |||||||
4. | To approve the amendment of the Company's Existing Charter to require an affirmative vote of 66 2/3% of the outstanding shares of Company common stock to alter, amend, or repeal Articles V, VI, VII and VIII of the Proposed Charter. Each of the Charter Proposals is conditioned on the approval of the Business Combination Proposal. | Management | For | For | For | |||||||
5. | To approve and adopt the Proposed Charter that includes the approval of Proposal 2, Proposal 3 and Proposal 4 and provides for certain additional changes, including changing the Company's name from "Hennessy Capital Acquisition Corp. IV" to "Canoo Inc.," which our board of directors believes are necessary to adequately address the needs of the Company immediately following the consummation of the Business Combination and approval of the Proposed Charter. | Management | For | For | For | |||||||
6. | DIRECTOR | Management | ||||||||||
1 | Foster Chiang | For | For | For | ||||||||
2 | Greg Ethridge | For | For | For | ||||||||
3 | Thomas Dattilo | For | For | For | ||||||||
4 | Rainer Schmueckle | For | For | For | ||||||||
5 | Josette Sheeran | For | For | For | ||||||||
6 | Tony Aquila | For | For | For | ||||||||
7. | Incentive Plan Proposal - To approve and adopt the Canoo Inc. 2020 Equity Incentive Plan. The Incentive Plan Proposal is conditioned on the approval of the Business Combination Proposal and Proposal 2. | Management | For | For | For |
8. | Purchase Plan Proposal - To approve and adopt the Canoo Inc. 2020 Employee Stock Purchase Plan. The Purchase Plan Proposal is conditioned on the approval of the Business Combination Proposal and Proposal 2. | Management | For | For | For | ||||||
9. | Nasdaq Proposal - To approve, for purposes of complying with the applicable listing rules of the Nasdaq Stock Market, the issuance of up to 190,000,000 shares of the Company's Class A common stock to the Canoo shareholders pursuant to the Merger Agreement and 32,325,000 shares of the Company's Class A common stock to certain investors in the private placement of securities pursuant to the terms of certain subscription agreements entered into in connection with the Business Combination. | Management | For | For | For | ||||||
10. | Adjournment Proposal - To adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve the Business Combination Proposal, the Charter Proposals, the Director Election Proposal, the Incentive Plan Proposal, the Purchase Plan Proposal or the Nasdaq Proposal. | Management | For | For | For |
LF CAPITAL ACQUISTION CORP
Security | 50200K108 | Meeting Type | Special |
Ticker Symbol | LFAC | Meeting Date | 21-Dec-2020 |
ISIN | US50200K1088 | Agenda | 935313546 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | Extension Amendment: Proposal to amend the Company's Amended and Restated Certificate of Incorporation, as previously amended, to extend the date by which the Company must consummate a business combination from December 22, 2020 to January 22, 2021. | Management | For | For | For | ||||||
2. | Adjournment of the Special Meeting Proposal to direct the chairman of the special meeting to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Meeting, there are not sufficient votes to approve the foregoing proposal. | Management | For | For | For |
PIVOTAL INVESTMENT CORPORATION II
Security | 72582K100 | Meeting Type | Annual |
Ticker Symbol | PIC | Meeting Date | 21-Dec-2020 |
ISIN | US72582K1007 | Agenda | 935316390 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | |||||||
1. | To approve and adopt the Merger Agreement, and the transactions contemplated thereby, including the merger of PIC II Merger Sub Corp. with and into XL Hybrids, Inc., and the issuance of shares of Pivotal II's Class A common stock to XL's securityholders in the Merger. | Management | For | For | For | |||||||
2. | To approve the issuance of 15,000,000 shares in a private placement. | Management | For | For | For | |||||||
3. | To approve amendments to Pivotal II's current amended and restated certificate of incorporation to: change the name of Pivotal II to "XL Fleet Corp." | Management | For | For | For | |||||||
4. | To approve amendments to Pivotal II's current amended and restated certificate of incorporation to: increase the number of shares of Class A common stock Pivotal II is authorized to issue to 350,000,000 shares and remove the provisions for Pivotal's current Class B common stock. | Management | For | For | For | |||||||
5. | To approve amendments to Pivotal II's current amended and restated certificate of incorporation to: remove the various provisions applicable only to special purpose acquisition companies and make certain other changes that the Pivotal II board deems appropriate for a public operating company. | Management | For | For | For | |||||||
6. | DIRECTOR | Management | ||||||||||
1 | Sarah Sclarsic# | For | For | For | ||||||||
2 | Declan P. Flanagan# | For | For | For | ||||||||
3 | Debora Frodl# | For | For | For | ||||||||
4 | Kevin Griffin* | For | For | For | ||||||||
5 | Niharika Ramdev* | For | For | For | ||||||||
6 | Christopher Hayes* | For | For | For | ||||||||
7 | Jonathan J. Ledecky** | For | For | For | ||||||||
8 | Thomas J. Hynes III** | For | For | For | ||||||||
9 | Dimitri N. Kazarinoff** | For | For | For | ||||||||
7. | To approve the 2020 Equity Incentive Plan. | Management | For | For | For | |||||||
8. | To adjourn the annual meeting to a later date or dates if it is determined by the officer presiding over the annual meeting that more time is necessary for Pivotal II to consummate the Merger and the other transactions contemplated by the Merger Agreement. | Management | For | For | For |
GENWORTH MI CANADA INC.
Security | 37252B102 | Meeting Type | Special |
Ticker Symbol | GMICF | Meeting Date | 22-Dec-2020 |
ISIN | CA37252B1022 | Agenda | 935307492 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1 | To pass, with or without variation, the special resolution, the full text of which is set forth in Appendix A to the management information circular of Genworth MI Canada Inc. (the "Company") dated November 20, 2020 (the "Circular") to approve an arrangement pursuant to Section 192 of the Canada Business Corporations Act involving the Company, Falcon Holding LP (the "Parent") and Falcon Holding Acquisition Corporation (the "Purchaser"), whereby, among other things, the Purchaser will acquire all of the issued and outstanding common shares (the "Shares") of the Company (other than Shares owned by Brookfield Business Partners L.P. and certain of its affiliates and institutional partners, including the Purchaser and the Parent), as further described in the Circular. | Management | For | For | For | ||||||
2 | To pass, with or without variation, the special resolution, the full text of which is set forth in Appendix G to the Circular, authorizing an amendment to the articles of the Company to create an unlimited number of a new class of preferred shares designated as "Class A Preferred Shares", with the rights, privileges, restrictions and conditions as set out in Appendix H to the Circular, as further described in the Circular. | Management | For | For | For | ||||||
3 | To pass, with or without variation, the special resolution, the full text of which is set forth in Appendix I to the Circular, authorizing an amendment to the articles of the Company to change the name of the Company from "Genworth MI Canada Inc." to "Sagen MI Canada Inc.", as further described in the Circular. | Management | For | For | For |
GILAT SATELLITE NETWORKS LTD.
Security | M51474118 | Meeting Type | Annual |
Ticker Symbol | GILT | Meeting Date | 28-Dec-2020 |
ISIN | IL0010825102 | Agenda | 935313015 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1A) | Re-election of Director: Dov Baharav | Management | For | For | For | ||||||
1B) | Re-election of Director: Amiram Boehm | Management | For | For | For | ||||||
1C) | Re-election of Director: Ishay Davidi | Management | For | For | For | ||||||
1D) | Election of Director: Aylon (Lonny) Rafaeli | Management | For | For | For | ||||||
1E) | Re-election of Director: Meir Shamir | Management | For | For | For | ||||||
1F) | Re-election of Director: Dafna Sharir | Management | For | For | For | ||||||
2) | To elect Mr. Ami Shafran to serve as an external director for a three-year term. | Management | For | For | For | ||||||
2A) | By marking the "YES" box, you confirm that you are not a "controlling shareholder" and do not have a "personal interest" in the approval of Proposal 2. If you cannot make such confirmation, please check the "NO" box. Mark "for" = yes or "against" = no. | Management | For | None | |||||||
3) | Subject to his election under Item 2, to approve a grant of options to Mr. Shafran. | Management | For | For | For | ||||||
4) | To amend the Company's compensation policy for directors and officers. | Management | For | For | For |
4A) | By marking the "YES" box, you confirm that you are not a "controlling shareholder" and do not have a "personal interest" in the approval of Proposal 4. If you cannot make such confirmation, please check the "NO" box. Mark "for" = yes or "against" = no. | Management | For | None | |||||||
5) | To approve the terms of service and compensation of the Chief Executive Officer of the Company. | Management | For | For | For | ||||||
5A) | By marking the "YES" box, you confirm that you are not a "controlling shareholder" and do not have a "personal interest" in the approval of Proposal 5. If you cannot make such confirmation, please check the "NO" box. Mark "for" = yes or "against" = no. | Management | For | None | |||||||
6) | To extend the term of the Company's existing indemnification agreements with two Company directors who are affiliated with the Company's controlling shareholders, certain limited partnerships managed by FIMI IV 2007 Ltd. and by FIMI FIVE 2012 Ltd., for a three-year period. | Management | For | For | For | ||||||
6A) | By marking the "YES" box, you confirm that you are not a "controlling shareholder" and do not have a "personal interest" in the approval of Proposal 6. If you cannot make such confirmation, please check the "NO" box. Mark "for" = yes or "against" = no. | Management | For | None | |||||||
7) | To ratify and approve the reappointment and compensation of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, as our independent registered public accountants for the fiscal year ending December 31, 2020, and for such additional period until the next annual general meeting of shareholders. | Management | For | For | For |
LIVE OAK ACQUISITION CORP.
Security | 53804F103 | Meeting Type | Special |
Ticker Symbol | LOAK | Meeting Date | 28-Dec-2020 |
ISIN | US53804F1030 | Agenda | 935318697 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | The Business Combination Proposal - To consider and vote upon a proposal to approve and adopt the merger agreement, dated as of October 3, 2020 (as amended, the "Merger Agreement"), by and among Live Oak, Green Merger Corp., Meredian Holdings Group, Inc. (the "Danimer"), Live Oak Sponsor Partners, LLC and John A. Dowdy, Jr. and the transactions contemplated thereby (the "Business Combination"). | Management | For | For | For | ||||||
2A. | The Charter Amendment Proposal - To consider and vote upon a proposal to approve the material differences between the proposed fourth amended and restated certificate of incorporation of Live Oak that will be in effect upon the closing of the Business Combination and Live Oak's current certificate of incorporation: To change Live Oak's name to "Danimer Scientific, Inc." The Charter Amendment Proposal (including each sub-proposal) is conditioned on the approval of the Business Combination Proposal. | Management | For | For | For |
2B. | The Charter Amendment Proposal - To consider and vote upon a proposal to approve the material differences between the proposed fourth amended and restated certificate of incorporation of Live Oak that will be in effect upon the closing of the Business Combination and Live Oak's current certificate of incorporation: To revise Live Oak's purpose. The Charter Amendment Proposal (including each sub- proposal) is conditioned on the approval of the Business Combination Proposal. | Management | For | For | For | ||||||
2C. | The Charter Amendment Proposal - To consider and vote upon a proposal to approve the material differences between the proposed fourth amended and restated certificate of incorporation of Live Oak that will be in effect upon the closing of the Business Combination and Live Oak's current certificate of incorporation: To increase the authorized shares of Live Oak's Class A Common Stock, par value $0.0001 per share to 200,000,000 and Live Oak's preferred stock to 10,000,000. | Management | For | For | For | ||||||
2D. | The Charter Amendment Proposal - To consider and vote upon a proposal to approve the material differences between the proposed fourth amended and restated certificate of incorporation of Live Oak that will be in effect upon the closing of the Business Combination and Live Oak's current certificate of incorporation: To remove the business combination requirements. The Charter Amendment Proposal (including each sub-proposal) is conditioned on the approval of the Business Combination Proposal. | Management | For | For | For | ||||||
2E. | The Charter Amendment Proposal - To consider and vote upon a proposal to approve the material differences between the proposed fourth amended and restated certificate of incorporation of Live Oak that will be in effect upon the closing of the Business Combination and Live Oak's current certificate of incorporation: To revise the choice of forum provisions. The Charter Amendment Proposal (including each sub- proposal) is conditioned on the approval of the Business Combination Proposal. | Management | For | For | For | ||||||
2F. | The Charter Amendment Proposal - To consider and vote upon a proposal to approve the material differences between the proposed fourth amended and restated certificate of incorporation of Live Oak that will be in effect upon the closing of the Business Combination and Live Oak's current certificate of incorporation: To add the supermajority voting provisions. The Charter Amendment Proposal (including each sub-proposal) is conditioned on the approval of the Business Combination Proposal. | Management | For | For | For |
2G. | The Charter Amendment Proposal - To consider and vote upon a proposal to approve the material differences between the proposed fourth amended and restated certificate of incorporation of Live Oak that will be in effect upon the closing of the Business Combination and Live Oak's current certificate of incorporation: To remove the provision renouncing the corporate opportunity doctrine. The Charter Amendment Proposal (including each sub- proposal) is conditioned on the approval of the Business Combination Proposal. | Management | For | For | For | |||||||
2H. | The Charter Amendment Proposal - To consider and vote upon a proposal to approve the material differences between the proposed fourth amended and restated certificate of incorporation of Live Oak that will be in effect upon the closing of the | Management | For | For | For | |||||||
Business Combination and Live Oak's current certificate of incorporation: To remove the provisions providing for a classified board of directors. The Charter Amendment Proposal (including each sub- proposal) is conditioned on the approval of the Business Combination Proposal. | ||||||||||||
2I. | The Charter Amendment Proposal - To consider and vote upon a proposal to approve the material differences between the proposed fourth amended and restated certificate of incorporation of Live Oak that will be in effect upon the closing of the Business Combination and Live Oak's current certificate of incorporation: To approve all other changes. The Charter Amendment Proposal (including each sub- proposal) is conditioned on the approval of the Business Combination Proposal. | Management | For | For | For | |||||||
3. | DIRECTOR | Management | ||||||||||
1 | Stephen E. Croskrey | For | For | For | ||||||||
2 | John P. Amboian | For | For | For | ||||||||
3 | Richard J. Hendrix | For | For | For | ||||||||
4 | Christy Basco | For | For | For | ||||||||
5 | Philip Gregory Calhoun | For | For | For | ||||||||
6 | Gregory Hunt | For | For | For | ||||||||
7 | Dr. Isao Noda | For | For | For | ||||||||
8 | Stuart Pratt | For | For | For | ||||||||
4. | The NYSE Proposal - To consider and vote upon a proposal to approve, for purposes of complying with the applicable provisions of Section 312.03 of the New York Stock Exchange's ("NYSE") Listed Company Manual: (i) the issuance of more than 20% of Live Oak's Class A Common Stock in connection with the Business Combination, including, without limitation, to the investors in the PIPE; (ii) the issuance of shares of Live Oak's Class A Common Stock to a Related Party in connection with the Business Combination. | Management | For | For | For |
5. | The Equity Incentive Plan Proposal - To consider and vote upon a proposal to approve and adopt the equity incentive award plan established to be effective after the Closing of the Business Combination. The Equity Incentive Plan Proposal is conditioned on the approval of the Business Combination Proposal. | Management | For | For | For | ||||||
6. | The Employee Stock Purchase Plan Proposal - To consider and vote upon a proposal approve and adopt the employee stock purchase plan established to be effective after the Closing of the Business Combination. The Employee Stock Purchase Plan Proposal is conditioned on the approval of the Business Combination Proposal. | Management | For | For | For | ||||||
7. | The Adjournment Proposal - To consider and vote upon a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote. | Management | For | For | For |
TAUBMAN CENTERS, INC.
Security | 876664103 | Meeting Type | Special |
Ticker Symbol | TCO | Meeting Date | 28-Dec-2020 |
ISIN | US8766641034 | Agenda | 935314675 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To adopt and approve the Amended and Restated Agreement and Plan of Merger, dated as of November 14, 2020. | Management | For | For | For | ||||||
2. | To approve, on a non-binding, advisory basis, compensation that may become payable to Taubman's named executive officers in connection with the REIT Merger and the other Transactions, as more particularly described in the Proxy Statement. | Management | For | For | For | ||||||
3. | To approve an adjournment of the special meeting, even if a quorum is present, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve Proposal 1. | Management | For | For | For |
TAUBMAN CENTERS, INC.
Security | 876664103 | Meeting Type | Special |
Ticker Symbol | TCO | Meeting Date | 28-Dec-2020 |
ISIN | US8766641034 | Agenda | 935318685 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To adopt and approve the Amended and Restated Agreement and Plan of Merger, dated as of November 14, 2020. | Management | For | For | For |
2. | To approve, on a non-binding, advisory basis, compensation that may become payable to Taubman's named executive officers in connection with the REIT Merger and the other Transactions, as more particularly described in the Proxy Statement. | Management | For | For | For | ||||||
3. | To approve an adjournment of the special meeting, even if a quorum is present, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve Proposal 1. | Management | For | For | For |
TIFFANY & CO.
Security | 886547108 | Meeting Type | Special |
Ticker Symbol | TIF | Meeting Date | 30-Dec-2020 |
ISIN | US8865471085 | Agenda | 935313053 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To adopt the Amended and Restated Agreement and Plan of Merger, dated as of October 28, 2020, (the "merger agreement"), by and among the Tiffany & Co. (the "Company"), LVMH Moët Hennessy- Louis Vuitton SE, a societas Europaea (European company) organized under the laws of France ("Parent"), Breakfast Holdings Acquisition Corp., a Delaware corporation and an indirect wholly owned subsidiary of Parent ("Holding"), and Breakfast Acquisition Corp., a Delaware corporation and a direct wholly owned subsidiary of Holding ("Merger Sub"). | Management | For | For | For | ||||||
2. | The compensation proposal - To approve, by non-binding, advisory vote, certain compensation arrangements for the Company's named executive officers in connection with the merger. | Management | For | For | For | ||||||
3. | N/A | Management | For | None |
WPX ENERGY, INC.
Security | 98212B103 | Meeting Type | Special |
Ticker Symbol | WPX | Meeting Date | 30-Dec-2020 |
ISIN | US98212B1035 | Agenda | 935310615 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | Merger Proposal - To vote on a proposal to adopt the Agreement and Plan of Merger, dated as of September 26, 2020, by and among Devon Energy Corporation, WPX and East Merger Sub, Inc., a Delaware corporation and a wholly-owned, direct subsidiary of Devon and WPX (the "Merger Proposal"). | Management | For | For | For | ||||||
2. | Advisory Compensation Proposal - To vote on a proposal to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to WPX's named executive officers that is based on or otherwise relates to the merger. | Management | For | For | For |
3. | Adjournment Proposal - To vote on a proposal to approve the adjournment of the special meeting to solicit additional proxies if there are not sufficient votes cast at the special meeting to approve the Merger Proposal. | Management | For | For | For |
FIAT CHRYSLER AUTOMOBILES N.V.
Security | N31738102 | Meeting Type | ExtraOrdinary General Meeting |
Ticker Symbol | FIAT | Meeting Date | 04-Jan-2021 |
ISIN | NL0010877643 | Agenda | 713409717 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
CMMT | PLEASE NOTE THAT BENEFICIAL OWNER DETAILS IS REQUIRED FOR THIS MEETING. IF NO-BENEFICIAL OWNER DETAILS IS PROVIDED, YOUR INSTRUCTION MAY BE REJECTED. THANK-YOU. | Non-Voting | |||||||||
CMMT | PLEASE NOTE THAT SHAREHOLDER DETAILS ARE REQUIRED TO VOTE AT THIS MEETING. IF-NO SHAREHOLDER DETAILS ARE PROVIDED, YOUR INSTRUCTION MAY CARRY A HEIGHTENED-RISK OF BEING REJECTED. THANK YOU | Non-Voting | |||||||||
E.2 | TO APPROVE THE MERGER AND ALL RELATED PROPOSALS IN CONNECTION WITH THE MERGER WITH PSA | Management | For | For | For | ||||||
E.3 | TO AMEND THE ARTICLES OF THE BYLAWS TO INCREASE, AND SUBSEQUENTLY, DECREASE THE COMBINED COMPANY'S ISSUED STOCK CAPITAL | Management | For | For | For | ||||||
CMMT | 25 NOV 2020: PLEASE NOTE THAT THE MEETING TYPE WAS CHANGED FROM OGM TO EGM.-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 | |||||||||
CMMT | 07 DEC 2020: INTERMEDIARY CLIENTS ONLY - PLEASE NOTE THAT IF YOU ARE-CLASSIFIED AS AN INTERMEDIARY CLIENT UNDER THE SHAREHOLDER RIGHTS DIRECTIVE-II, YOU SHOULD BE PROVIDING THE UNDERLYING SHAREHOLDER INFORMATION AT THE- VOTE INSTRUCTION LEVEL. IF YOU ARE UNSURE ON HOW TO PROVIDE THIS LEVEL OF-DATA TO BROADRIDGE OUTSIDE OF PROXYEDGE, PLEASE SPEAK TO YOUR DEDICATED-CLIENT SERVICE REPRESENTATIVE FOR ASSISTANCE. THANK YOU. | Non-Voting | |||||||||
CMMT | 07 DEC 2020: PLEASE NOTE THAT THIS IS A REVISION DUE TO ADDITION OF COMMENT.-IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU-DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU | Non-Voting |
FRONT YARD RESIDENTIAL CORPORATION
Security | 35904G107 | Meeting Type | Special |
Ticker Symbol | RESI | Meeting Date | 06-Jan-2021 |
ISIN | US35904G1076 | Agenda | 935317013 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To approve the merger of the Company with and into Midway AcquisitionCo REIT, a Maryland real estate investment trust (which we refer to as "Merger Sub" and to such merger as the "Merger") pursuant to the Agreement and Plan of Merger, dated as of October 19, 2020 (which we refer to as the "Original Agreement"), as amended by the First Amendment to Agreement and Plan of Merger, dated as of November 20, 2020 (which, together with the Original Agreement, as may be further amended from time to time, we refer to as the "Merger Agreement"). | Management | For | For | For | ||||||
2. | 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 contemplated by the Merger Agreement. | Management | For | For | For | ||||||
3. | 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 approve the Merger if there are insufficient votes at the time of the special meeting to approve the Merger. | Management | For | For | For |
ALTICE EUROPE N.V.
Security | N0R25F103 | Meeting Type | ExtraOrdinary General Meeting |
Ticker Symbol | ATC | Meeting Date | 07-Jan-2021 |
ISIN | NL0011333752 | Agenda | 713420545 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
CMMT | PLEASE NOTE THAT BENEFICIAL OWNER DETAILS IS REQUIRED FOR THIS MEETING. IF NO-BENEFICIAL OWNER DETAILS IS PROVIDED, YOUR INSTRUCTION MAY BE REJECTED. THANK-YOU. | Non-Voting | |||||||||
CMMT | PLEASE NOTE THAT SHAREHOLDER DETAILS ARE REQUIRED TO VOTE AT THIS MEETING. IF-NO SHAREHOLDER DETAILS ARE PROVIDED, YOUR INSTRUCTION MAY CARRY A HEIGHTENED-RISK OF BEING REJECTED. THANK YOU | Non-Voting | |||||||||
1. | OPENING | Non-Voting | |||||||||
2a. | RECOMMENDED PUBLIC OFFER: EXPLANATION OF THE RECOMMENDED PUBLIC OFFER BY NEXT-PRIVATE B.V. FOR ALL ISSUED AND OUTSTANDING COMMON SHARES A AND COMMON SHARES-B IN THE COMPANY'S SHARE CAPITAL | Non-Voting | |||||||||
2b. | RECOMMENDED PUBLIC OFFER: PROPOSAL TO ADOPT THE BACK-END RESOLUTION (MERGER) | Management | For | For | For | ||||||
2c. | RECOMMENDED PUBLIC OFFER: PROPOSAL TO ADOPT THE BACK-END RESOLUTION (ASSET SALE) | Management | For | For | For |
2d. | RECOMMENDED PUBLIC OFFER: PROPOSAL TO CONDITIONALLY AMEND THE COMPANY'S ARTICLES OF ASSOCIATION | Management | For | For | For | ||||||
3a. | TREATMENT OF SHARE-BASED INCENTIVES: DISCUSSION OF THE TREATMENT OF STOCK-OPTIONS IN CONNECTION WITH THE RECOMMENDED PUBLIC OFFER | Non-Voting | |||||||||
3b. | TREATMENT OF SHARE-BASED INCENTIVES: PROPOSAL TO SETTLE THE STOCK OPTIONS HELD BY MS. NATACHA MARTY IN CONNECTION WITH THE RECOMMENDED PUBLIC OFFER | Management | For | For | For | ||||||
3c. | TREATMENT OF SHARE-BASED INCENTIVES: PROPOSAL TO AMEND THE TERMS AND CONDITIONS OF THE 2016 FPPS AND 2018 FPPS, IN CONNECTION WITH THE RECOMMENDED PUBLIC OFFER, HELD BY MR. ALAIN WEILL | Management | For | For | For | ||||||
4. | ANY OTHER BUSINESS | Non-Voting | |||||||||
5. | CLOSING OF THE MEETING | Non-Voting | |||||||||
CMMT | 07 DEC 2020: PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION OF-NUMBERING OF ALL RESOLUTIONS AND CHANGE IN MEETING TYPE FROM AGM TO EGM WITH-ADDITION OF COMMENT. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT-VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. | Non-Voting | |||||||||
CMMT | 07 DEC 2020: INTERMEDIARY CLIENTS ONLY - PLEASE NOTE THAT IF YOU ARE-CLASSIFIED AS AN INTERMEDIARY CLIENT UNDER THE SHAREHOLDER RIGHTS DIRECTIVE-II, YOU SHOULD BE PROVIDING THE UNDERLYING SHAREHOLDER INFORMATION AT THE- VOTE INSTRUCTION LEVEL. IF YOU ARE UNSURE ON HOW TO PROVIDE THIS LEVEL OF-DATA TO BROADRIDGE OUTSIDE OF PROXYEDGE, PLEASE SPEAK TO YOUR DEDICATED-CLIENT SERVICE REPRESENTATIVE FOR ASSISTANCE. THANK YOU. | Non-Voting |
PARSLEY ENERGY, INC.
Security | 701877102 | Meeting Type | Special |
Ticker Symbol | PE | Meeting Date | 12-Jan-2021 |
ISIN | US7018771029 | Agenda | 935316415 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To approve and adopt the Agreement and Plan of Merger, dated as of October 20, 2020 (as may be amended from time to time), by and among Parsley Energy, Inc. ("Parsley"), Pioneer Natural Resources Company ("Pioneer") and certain subsidiaries of Parsley and Pioneer and the transactions contemplated thereby. | Management | For | For | For |
2. | To approve, on a non-binding advisory basis, the compensation that may be paid or become payable to Parsley's named executive officers that is based on or otherwise relates to the mergers. | Management | For | For | For |
ENDURANCE INTERNATIONAL GROUP HOLDINGS
Security | 29272B105 | Meeting Type | Special |
Ticker Symbol | EIGI | Meeting Date | 14-Jan-2021 |
ISIN | US29272B1052 | Agenda | 935317986 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To adopt the Agreement and Plan of Merger, dated as of November 1, 2020, as it may be amended from time to time in accordance with its terms (the "merger agreement"), by and among Endurance International Group Holdings, Inc., Razorback Technology Intermediate Holdings, Inc. and Razorback Technology, Inc. | Management | For | For | For | ||||||
2. | To approve, on a nonbinding advisory basis, the "golden parachute" compensation that will or may become payable to Endurance International Group Holdings, Inc.'s named executive officers in connection with the merger of Endure Digital, Inc. (formerly known as Razorback Technology, Inc.), a wholly owned subsidiary of Endure Digital Intermediate Holdings, Inc. (formerly known as Razorback Technology Intermediate Holdings, Inc.), with and into Endurance International Group Holdings, Inc., pursuant to the merger agreement. | Management | For | 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 at the time of the special meeting to adopt the merger agreement. | Management | For | For | For |
CONCHO RESOURCES INC.
Security | 20605P101 | Meeting Type | Special |
Ticker Symbol | CXO | Meeting Date | 15-Jan-2021 |
ISIN | US20605P1012 | Agenda | 935317924 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To adopt the Agreement and Plan of Merger, dated October 18, 2020 (as it may be amended from time to time, the "Merger Agreement"), by and among Concho Resources Inc., ConocoPhillips and Falcon Merger Sub Corp. | Management | For | For | For | ||||||
2. | To approve, by non-binding vote, certain compensation that may be paid or become payable to Concho Resources Inc.'s named executive officers that is based on, or otherwise relates to, the merger contemplated by the Merger Agreement. | Management | For | For | For |
CC NEUBERGER PRINCIPAL HOLDINGS
Security | G1992Y114 | Meeting Type | Special |
Ticker Symbol | PCPL | Meeting Date | 02-Feb-2021 |
ISIN | KYG1992Y1145 | Agenda | 935326442 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | The Domestication Proposal - to consider and vote upon a proposal by special resolution to change the corporate structure and domicile of CCNB1 by way of continuation from an exempted company incorporated under the laws of the Cayman Islands to a corporation incorporated under the laws of the State of Delaware (the "Domestication"). The Domestication will be effected simultaneously with the Business Combination (as defined below) by CCNB1 filing a Certificate of Corporate Domestication ...(due to space limits, see proxy statement for full proposal). | Management | For | For | For | ||||||
2. | The Business Combination Proposal - to consider and vote upon a proposal by ordinary resolution to approve the Business Combination Agreement, dated as of October 14, 2020 (as amended or supplemented from time to time, the "Business Combination Agreement"), by and among CCNB1, Sonar Merger Sub I, LLC, a Delaware limited liability company ("Blocker Merger Sub 1"), Sonar Merger Sub II, LLC, a Delaware limited liability company ("Blocker Merger Sub 2"), Sonar Merger Sub III, LLC ...(due to space limits, see proxy statement for full proposal). | Management | For | For | For | ||||||
3. | The Equity Incentive Plan Proposal - to consider and vote upon the approval by ordinary resolution of the Equity Incentive Plan. CCNB1 refers to this as the "Equity Incentive Plan Proposal." A copy of the Equity Incentive Plan is attached to an amendment to the accompanying proxy statement/prospectus. | Management | For | For | For | ||||||
4. | The Charter Proposal - to consider and vote upon the approval by special resolution of the amendment and restatement of the Existing Organizational Documents (as defined herein) in their entirety by the proposed new certificate of incorporation (the "Certificate of Incorporation") of the Company (a corporation incorporated in the State of Delaware, assuming the Domestication Proposal is approved and adopted, and the filing with and acceptance by the Secretary of State of Delaware ...(due to space limits, see proxy statement for full proposal). | Management | For | For | For | ||||||
5A. | Organizational Documents Proposal 5a - an amendment to change the authorized capital stock of CCNB1 from (i) 500,000,000 Class A ordinary shares, par value $0.0001 per share (the "Class A ordinary shares"), 50,000,000 Class B ordinary shares, par value $0.001 per share (the "Class B ordinary shares"), and 1,000,000 preference shares, par value $0.0001 per share, to (ii) 2,500,000,000 shares of Class A common stock, par value $0.0001 per share, of the Company (the "Class A common stock") ...(due to space limits, see proxy statement for full proposal). | Management | For | For | For | ||||||
5B. | Organizational Documents Proposal 5b - an amendment to authorize the board of the directors of the Company subsequent to the completion of the Business Combination (the "Company Board") to make future issuances of any or all shares of Preferred Stock in one or more classes or series, with such terms and conditions as may be expressly determined by the Company Board and as may be permitted by the DGCL. | Management | For | For | For | ||||||
5C. | Organizational Documents Proposal 5c - an amendment to provide that certain provisions of the Certificate of Incorporation are subject to certain provisions of the Investor Rights Agreement (as defined in the accompanying proxy statement/prospectus). | Management | For | For | For | ||||||
5D. | Organizational Documents Proposal 5d - an amendment to remove the ability of the Company's stockholders to take action by written consent in lieu of a meeting unless such action is recommended or approved by all directors then in office. | Management | For | For | For | ||||||
5E. | Organizational Documents Proposal 5e - an amendment to authorize the classification of the Company Board into three classes of directors with staggered three-year terms of office and make certain related changes. | Management | For | For | For | ||||||
5F. | Organizational Documents Proposal 5f - an amendment to adopt Delaware as the exclusive forum for certain stockholder litigation. | Management | For | For | For | ||||||
5G. | Organizational Documents Proposal 5g - certain other changes in connection with the replacement of Existing Organizational Documents with the Certificate of Incorporation and Bylaws to be adopted as part of the Domestication (copies of which are attached to the accompanying proxy statement/ prospectus as Annex E and Annex F, respectively), including (1) changing the post-Business Combination corporate name from "CC Neuberger Principal Holdings I" to "E2open Parent Holdings, Inc. | Management | For | For | For | ||||||
6. | The NYSE Proposal - to consider and vote upon a proposal by ordinary resolution to approve, for the purposes of complying with the applicable provisions of NYSE Listing Rule 312.03, the issuance of shares of Class A common stock, and securities convertible into or exchangeable for Class A common stock, in connection with the Business Combination, the PIPE Investment, the Backstop Agreement, and any Permitted Equity Financing and shares of Class A common stock underlying Restricted Sponsor Shares (the "NYSE Proposal"). | Management | For | For | For | ||||||
7. | The Adjournment Proposal - to consider and vote upon a proposal by ordinary resolution to approve the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting (this proposal is referred to herein as the "Adjournment Proposal") | Management | For | For | For |
CODEMASTERS GROUP HOLDINGS PLC
Security | G2252A101 | Meeting Type | Court Meeting |
Ticker Symbol | CDM | Meeting Date | 03-Feb-2021 |
ISIN | GB00BFWZ2G72 | Agenda | 713498865 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
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 PROPOSED TO BE MADE PURSUANT TO PART 26 OF THE COMPANIES ACT 2006 (THE "SCHEME") BETWEEN THE COMPANY AND THE SCHEME SHAREHOLDERS | Management | For | For | For |
CODEMASTERS GROUP HOLDINGS PLC
Security | G2252A101 | Meeting Type | Ordinary General Meeting |
Ticker Symbol | CDM | Meeting Date | 03-Feb-2021 |
ISIN | GB00BFWZ2G72 | Agenda | 713498877 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1 | FOR THE PURPOSES OF THE SCHEME: (A) TO AUTHORISE THE DIRECTORS TO TAKE ALL SUCH ACTION AS THEY MAY CONSIDER NECESSARY OR APPROPRIATE FOR CARRYING THE SCHEME INTO EFFECT; (B) THE CANCELLATION OF THE ADMISSION OF CODEMASTERS SHARES TO TRADING ON AIM; (C) THE COMPANY'S RE- REGISTRATION AS A PRIVATE LIMITED COMPANY; AND (D) AMENDING THE ARTICLES OF ASSOCIATION OF THE COMPANY | Management | For | For | For |
CELLULAR BIOMEDICINE GROUP, INC.
Security | 15117P102 | Meeting Type | Special |
Ticker Symbol | CBMG | Meeting Date | 08-Feb-2021 |
ISIN | US15117P1021 | Agenda | 935327317 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To adopt the Agreement and Plan of Merger, dated as of August 11, 2020 (as it may be amended from time to time, the "Merger Agreement"), by and among CBMG Holdings, an exempted company with limited liability incorporated under the laws of the Cayman Islands ("Parent"), CBMG Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), and the Company, pursuant to which Merger Sub will be merged with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly-owned subsidiary of Parent. | Management | Abstain | For | Against | ||||||
2. | 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 | Abstain | For | Against | ||||||
3. | To approve, on a non-binding, advisory basis, specified compensation that may become payable to the named executive officers of the Company in connection with the Merger. | Management | Abstain | For | Against |
CIT GROUP INC.
Security | 125581801 | Meeting Type | Special |
Ticker Symbol | CIT | Meeting Date | 09-Feb-2021 |
ISIN | US1255818015 | Agenda | 935323030 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | The CIT merger proposal: The Board of Directors recommends you vote FOR the proposal to adopt the Agreement and Plan of Merger (the "Merger Agreement"), dated as of October 15, 2020, by and among CIT Group Inc. ("CIT"), First Citizens BancShares, Inc., First-Citizens Bank & Trust Company and FC Merger Subsidiary IX, Inc. | Management | For | For | For | ||||||
2. | The CIT compensation proposal: The Board of Directors recommends that you vote FOR the proposal to approve, on an advisory (non- binding) basis, the executive officer compensation that will or may be paid to CIT's named executive officers in connection with the transactions contemplated by the Merger Agreement. | Management | For | For | For | ||||||
3. | The CIT adjournment proposal: The Board of Directors recommends that you vote FOR the proposal to adjourn the CIT special meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, there are not sufficient votes to approve the CIT merger proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to holders of CIT common stock. | Management | For | For | For |
LONGVIEW ACQUISITION CORP.
Security | 543195101 | Meeting Type | Special |
Ticker Symbol | LGVW | Meeting Date | 12-Feb-2021 |
ISIN | US5431951012 | Agenda | 935330275 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | The Business Combination Proposal - to approve the Business Combination Agreement, dated as of November 19, 2020 (as may be amended, the "Business Combination Agreement"), by and among Longview Acquisition Corp. ("Longview"), Clay Merger Sub, Inc., a wholly-owned subsidiary of Longview, and Butterfly Network, Inc. ("Butterfly"), and the transactions contemplated thereby, pursuant to which Clay Merger Sub, Inc. will merge with and into Butterfly (the "Merger"), with Butterfly surviving the Merger as a wholly owned subsidiary of Longview. | Management | For | For | For | ||||||
2. | The Charter Amendment Proposal, including the Advisory Charter Amendment Proposals - to approve, assuming Proposal 1 is approved, the proposed amended and restated certificate of incorporation (the "Proposed Charter") to replace Longview's current amended and restated certificate of incorporation, dated May 20, 2020 (the "Current Charter") and to be in effect as of the effective time of the Merger; and to approve, on a non- binding advisory basis, the following material differences between the Proposed Charter and Current Charter. | Management | For | For | For | ||||||
2A. | The Proposed Charter will authorize the issuance of (i) 600,000,000 shares of New Butterfly Class A common stock, (ii) 27,000,000 shares of New Butterfly Class B common stock, and (iii) 1,000,000 shares of preferred stock, as opposed to the Current Charter, which authorizes the issuance of (a) 220,000,000 shares of common stock, including 200,000,000 shares of Longview Class A common stock and 20,000,000 shares of Longview Class B common stock, and (b) 1,000,000 shares of Longview preferred stock. | Management | For | For | For | ||||||
2B. | Under the Proposed Charter, holders of New Butterfly Class A common stock will be entitled to cast one vote per share and holders of New Butterfly Class B common stock will be entitled to cast 20 votes per share, as opposed to the Current Charter, which provides that each share of Longview Class A common stock and Longview Class B common stock is entitled to one vote per share on each matter properly submitted to Longview's stockholders entitled to vote. | Management | For | For | For | ||||||
2C. | Under the Proposed Charter, any action required or permitted to be taken by the stockholders of New Butterfly may be taken by written consent until the time the issued and outstanding shares of New Butterfly Class B common stock represent less than 50% of the voting power of the then outstanding shares of capital stock of New Butterfly that would be entitled to vote for the election of directors, as opposed to the Bylaws of Longview, which permit holders of Longview capital stock to take stockholder action by written consent. | Management | For | For | For | ||||||
2D. | Amendments to the Proposed Charter relating to stockholders' rights will require the affirmative vote of (i) so long as any shares of Class A or Class B common stock are outstanding, at least a majority or two- thirds of the outstanding shares of such class, respectively, voting separately; and (ii) a majority of the voting power of the then-outstanding capital stock entitled to vote in the election of directors, as opposed to the Current Charter, which requires any such amendment be approved in accordance with Delaware law. | Management | For | For | For | ||||||
2E. | The proposed Bylaws may be amended by (i) the majority vote of the Board at any meeting at which a quorum is present or (ii) depending on whether the voting power of the outstanding Class B common stock is more or less than 50% of the total voting power, the vote of a majority or 2/3, respectively, of the holders of capital stock entitled to vote, as opposed to the current Bylaws, which may be amended by a majority of the Board or the holders of a majority of the outstanding shares entitled to vote generally in the election of directors. | Management | For | For | For | ||||||
2F. | The Proposed Charter provides that the number of directors will be fixed and may be modified solely by the Board, but cannot exceed a certain threshold without the affirmative vote of the holders of, depending on whether the voting power of the outstanding Class B common stock is more or less than 50% of the total voting power, the vote of a majority or 2/3, respectively, of the holders of capital stock entitled to vote, as opposed to the Current Charter, which provides that the number of directors will be determined by the Board. | Management | For | For | For | ||||||
3. | The NYSE Proposal - to approve, assuming Proposals 1 and 2 are approved, the issuance of up to 7,500,000 shares of Class A common stock pursuant to the Forward Purchase; 17,500,000 shares of Class A common stock to the Pipe Investors pursuant to the Subscription Agreements, plus any additional shares pursuant to Subscription Agreements entered into prior to Closing; and 118,401,695 shares of capital stock to existing Butterfly stockholders per the Business Combination Agreement, assuming a January 31, 2021 closing date. | Management | For | For | For | ||||||
4A. | Election of Director: Jonathan M. Rothberg, Ph.D. | Management | For | For | For | ||||||
4B. | Election of Director: Larry Robbins | Management | For | For | For | ||||||
4C. | Election of Director: Todd M. Fruchterman, M.D., Ph.D. | Management | For | For | For | ||||||
4D. | Election of Director: Dawn Carfora | Management | For | For | For | ||||||
4E. | Election of Director: John Hammergren | Management | For | For | For | ||||||
4F. | Election of Director: Gianluca Pettiti | Management | For | For | For | ||||||
4G. | Election of Director: S. Louise Phanstiel | Management | For | For | For | ||||||
5. | The Equity Incentive Plan Proposal - to approve, assuming Proposals 1, 2 and 3 are approved and adopted, the 2020 Equity Incentive Plan (the "Plan"), including the authorization of the initial share reserve under the Plan, including with respect to the number of shares that may be issued pursuant to the exercise of incentive stock options granted. | Management | For | For | For | ||||||
6. | The Adjournment Proposal - to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, any of Proposals 1, 2, 3 or 5 would not be duly approved and adopted by the stockholders or we determine that one or more of the closing conditions under the Business Combination Agreement is not satisfied or waived. | Management | For | For | For |
PNM RESOURCES, INC.
Security | 69349H107 | Meeting Type | Special |
Ticker Symbol | PNM | Meeting Date | 12-Feb-2021 |
ISIN | US69349H1077 | Agenda | 935324397 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | Approve the Agreement and Plan of Merger, dated as of October 20, 2020, as it may be amended from time to time, or the merger agreement, by and among PNM Resources, Inc. (the Company), Avangrid, Inc. and NM Green Holdings, Inc. | Management | For | For | For | ||||||
2. | Approve, by non-binding, advisory vote, certain existing compensation arrangements for the Company's named executive officers in connection with the merger contemplated by the merger agreement. | Management | For | For | For | ||||||
3. | 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 merger agreement. | Management | For | For | For |
TELENAV, INC.
Security | 879455103 | Meeting Type | Special |
Ticker Symbol | TNAV | Meeting Date | 16-Feb-2021 |
ISIN | US8794551031 | Agenda | 935325224 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | The proposal to adopt and approve the Agreement and Plan of Merger, dated as of November 2, 2020, (as amended on December 17, 2020, and as may be further amended, supplemented, or otherwise modified in accordance with its terms, the "Merger Agreement") among Telenav, Inc., a Delaware corporation, V99, Inc., a Delaware corporation and Telenav99, Inc., a newly formed Delaware corporation and a wholly owned subsidiary of V99. | Management | For | For | For | ||||||
2. | The proposal to approve the adjournment or postponement of the special meeting, if necessary or appropriate, to solicit additional proxies in the event that there are not sufficient votes at the time of the special meeting to adopt and approve the Merger Agreement. | Management | For | For | For | ||||||
3. | The nonbinding, advisory proposal to approve compensation that will or may become payable to Telenav's named executive officers in connection with the merger. | Management | For | For | For |
APPLEGREEN PLC
Security | G04145101 | Meeting Type | ExtraOrdinary General Meeting |
Ticker Symbol | APGN | Meeting Date | 17-Feb-2021 |
ISIN | IE00BXC8D038 | Agenda | 713572003 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
CMMT | PLEASE NOTE THAT SHAREHOLDER DETAILS ARE REQUIRED TO VOTE AT THIS MEETING. IF-NO SHAREHOLDER DETAILS ARE PROVIDED, YOUR INSTRUCTION MAY CARRY A HEIGHTENED-RISK OF BEING REJECTED. THANK YOU | Non-Voting | |||||||||
1 | APPROVE ACQUISITION OF APPLEGREEN PLC BY CAUSEWAY CONSORTIUM LIMITED | Management | For | For | For | ||||||
2 | AMEND ARTICLES OF ASSOCIATION | Management | For | For | For | ||||||
3 | AMEND SHARE PLANS | Management | For | For | For |
APPLEGREEN PLC
Security | G04145101 | Meeting Type | Scheme Meeting |
Ticker Symbol | APGN | Meeting Date | 17-Feb-2021 |
ISIN | IE00BXC8D038 | Agenda | 713572015 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
CMMT | PLEASE NOTE THAT SHAREHOLDER DETAILS ARE REQUIRED TO VOTE AT THIS MEETING. IF-NO SHAREHOLDER DETAILS ARE PROVIDED, YOUR INSTRUCTION MAY CARRY A HEIGHTENED-RISK OF BEING REJECTED. THANK YOU | Non-Voting | |||||||||
1 | APPROVE SCHEME OF ARRANGEMENT | Management | For | For | For | ||||||
CMMT | 29 JAN 2021: PLEASE NOTE THAT THE MEETING TYPE CHANGED FROM CRT TO SCH. 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 |
APPLEGREEN PLC
Security | G04145101 | Meeting Type | Scheme Meeting |
Ticker Symbol | APGN | Meeting Date | 17-Feb-2021 |
ISIN | IE00BXC8D038 | Agenda | 713572027 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
CMMT | PLEASE NOTE THAT SHAREHOLDER DETAILS ARE REQUIRED TO VOTE AT THIS MEETING. IF-NO SHAREHOLDER DETAILS ARE PROVIDED, YOUR INSTRUCTION MAY CARRY A HEIGHTENED-RISK OF BEING REJECTED. THANK YOU | Non-Voting | |||||||||
1 | APPROVE SCHEME OF ARRANGEMENT | Management | For | For | For | ||||||
CMMT | 29 JAN 2021: PLEASE NOTE THAT THE MEETING TYPE CHANGED FROM CRT TO SCH. 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 |
TORC OIL & GAS LTD.
Security | 890895303 | Meeting Type | Special |
Ticker Symbol | VREYF | Meeting Date | 18-Feb-2021 |
ISIN | CA8908953034 | Agenda | 935325541 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1 | A special resolution, the full text of which is set forth in Appendix A to the joint management information circular of TORC Oil & Gas Ltd. ("TORC") and Whitecap Resources Inc. ("Whitecap") dated January 5, 2021 (the "Information Circular"), approving a plan of arrangement under section 193 of the Business Corporations Act (Alberta) involving TORC, holders of common shares of TORC and Whitecap, as more particularly described in the Information Circular. | Management | Against | For | Against |
AHLSTROM-MUNKSJO OYJ
Security | X0035T109 | Meeting Type | ExtraOrdinary General Meeting |
Ticker Symbol | AMI | Meeting Date | 19-Feb-2021 |
ISIN | FI4000048418 | Agenda | 713572457 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
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 | |||||||||
CMMT | PLEASE NOTE THAT SHAREHOLDER DETAILS ARE REQUIRED TO VOTE AT THIS MEETING. IF-NO SHAREHOLDER DETAILS ARE PROVIDED, YOUR INSTRUCTION MAY CARRY A HEIGHTENED-RISK OF BEING REJECTED. THANK YOU | 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 ADOPTION OF THE LIST OF VOTES | Non-Voting | |||||||||
6 | RESOLUTION ON THE NUMBER OF MEMBERS OF THE BOARD OF DIRECTORS | Management | For | For | For | ||||||
7 | CHANGES TO THE COMPOSITION OF THE BOARD OF DIRECTORS: REELECT ALEXANDER EHRNROOTH AND LASSE HEINONEN AS DIRECTORS ELECT HALVOR MEYER HORTEN, PETER SELIGSON, IVANO SESSA, MICHAEL SIEFKE AND KARL-HENRIK SUNDSTROM AS NEW DIRECTORS | Management | For | For | For | ||||||
8 | RESOLUTION ON THE REMUNERATION OF THE MEMBERS OF THE BOARD OF DIRECTORS | Management | For | For | For | ||||||
9 | RESOLUTION ON THE DISBANDMENT OF THE SHAREHOLDERS' NOMINATION BOARD | Management | For | For | For | ||||||
10 | RESOLUTION TO AMEND THE AUTHORISATION OF THE BOARD OF DIRECTORS TO RESOLVE ON THE ISSUANCE OF SHARES AND SPECIAL RIGHTS ENTITLING TO SHARES GRANTED BY THE ANNUAL GENERAL MEETING OF AHLSTROM-MUNKSJ HELD ON MARCH 25, 2020 | Management | For | For | For | ||||||
11 | RESOLUTION TO INSTRUCT THE BOARD OF DIRECTORS OF AHLSTROM- MUNKSJ TO INVESTIGATE WHETHER IT WOULD BE IN THE INTEREST OF THE COMPANY TO CHANGE ITS DOMICILE FROM HELSINKI TO ANOTHER EU COUNTRY, INCLUDING CHANGING ITS CORPORATE FORM TO A SOCIETAS EUROPAEA | Management | For | For | For | ||||||
CMMT | 03 FEB 2021: PLEASE NOTE THAT THIS IS A REVISION DUE TO NON-VOTABLE- RESOLUTION 12. 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 | |||||||||
CMMT | 27 JAN 2021: INTERMEDIARY CLIENTS ONLY - PLEASE NOTE THAT IF YOU ARE-CLASSIFIED AS AN INTERMEDIARY CLIENT UNDER THE SHAREHOLDER RIGHTS DIRECTIVE-II, YOU SHOULD BE PROVIDING THE UNDERLYING SHAREHOLDER INFORMATION AT THE- VOTE INSTRUCTION LEVEL. IF YOU ARE UNSURE ON HOW TO PROVIDE THIS LEVEL OF-DATA TO BROADRIDGE OUTSIDE OF PROXYEDGE, PLEASE SPEAK TO YOUR DEDICATED-CLIENT SERVICE REPRESENTATIVE FOR ASSISTANCE. THANK YOU | Non-Voting | |||||||||
12 | CLOSING OF THE MEETING | Non-Voting |
AECOM
Security | 00766T100 | Meeting Type | Annual |
Ticker Symbol | ACM | Meeting Date | 24-Feb-2021 |
ISIN | US00766T1007 | Agenda | 935326377 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1A. | Election of Director: Bradley W. Buss | Management | For | For | For | ||||||
1B. | Election of Director: Robert G. Card | Management | For | For | For | ||||||
1C. | Election of Director: Diane C. Creel | Management | For | For | For | ||||||
1D. | Election of Director: Jacqueline C. Hinman | Management | For | For | For | ||||||
1E. | Election of Director: Lydia H. Kennard | Management | For | For | For | ||||||
1F. | Election of Director: W. Troy Rudd | Management | For | For | For | ||||||
1G. | Election of Director: Clarence T. Schmitz | Management | For | For | For | ||||||
1H. | Election of Director: Douglas W. Stotlar | Management | For | For | For | ||||||
1I. | Election of Director: Daniel R. Tishman | Management | For | For | For | ||||||
1J. | Election of Director: Sander van't Noordende | Management | For | For | For | ||||||
1K. | Election of Director: General Janet C. Wolfenbarger | Management | For | For | For | ||||||
2. | Ratify the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending September 30, 2021. | Management | For | For | For | ||||||
3. | Advisory vote to approve the Company's executive compensation. | Management | For | For | For | ||||||
4. | Stockholder proposal regarding lobbying disclosure. | Shareholder | Against | Against | For |
OXFORD IMMUNOTEC GLOBAL PLC
Security | G6855A103 | Meeting Type | Annual |
Ticker Symbol | OXFD | Meeting Date | 26-Feb-2021 |
ISIN | GB00BGFBB958 | Agenda | 935332433 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | Authorize the Board of Directors to take all such actions that it considers necessary or appropriate to carry the Scheme into effect and to approve an amendment to the Company's articles of association as set forth in the Notice of General Meeting of the Proxy Statement/Scheme Circular. | Management | For | For | For | ||||||
2. | Subject to and conditional on the Scheme becoming Effective (as defined in the Proxy Statement/Scheme Circular), approve to re- register the Company as a private limited company with the name "Oxford Immunotec Global Limited". | Management | For | For | For |
OXFORD IMMUNOTEC GLOBAL PLC
Security | G6855A111 | Meeting Type | Annual |
Ticker Symbol | OXFD | Meeting Date | 26-Feb-2021 |
ISIN | Agenda | 935332445 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To approve the Scheme as set forth in the Proxy Statement/Scheme Circular. | Management | For | For | For |
OXFORD IMMUNOTEC GLOBAL PLC
Security | G6855A103 | Meeting Type | Annual |
Ticker Symbol | OXFD | Meeting Date | 26-Feb-2021 |
ISIN | GB00BGFBB958 | Agenda | 935340290 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | Authorize the Board of Directors to take all such actions that it considers necessary or appropriate to carry the Scheme into effect and to approve an amendment to the Company's articles of association as set forth in the Notice of General Meeting of the Proxy Statement/Scheme Circular. | Management | For | For | For | ||||||
2. | Subject to and conditional on the Scheme becoming Effective (as defined in the Proxy Statement/Scheme Circular), approve to re- register the Company as a private limited company with the name "Oxford Immunotec Global Limited". | Management | For | For | For |
OXFORD IMMUNOTEC GLOBAL PLC
Security | G6855A111 | Meeting Type | Annual |
Ticker Symbol | OXFD | Meeting Date | 26-Feb-2021 |
ISIN | Agenda | 935340303 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To approve the Scheme as set forth in the Proxy Statement/Scheme Circular. | Management | For | For | For |
ACACIA COMMUNICATIONS, INC.
Security | 00401C108 | Meeting Type | Special |
Ticker Symbol | ACIA | Meeting Date | 01-Mar-2021 |
ISIN | US00401C1080 | Agenda | 935334742 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To adopt the Amended and Restated Agreement and Plan of Merger, dated as of January 14, 2021, as it may be amended from time to time, by and among Acacia Communications, Inc., Cisco Systems, Inc., and Amarone Acquisition Corp. (the "Amended and Restated Agreement and Plan of Merger"). | Management | For | For | For | ||||||
2. | To approve, on a nonbinding advisory basis, the compensation that may be payable to Acacia Communications, Inc.'s named executive officers in connection with the merger. | Management | For | 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 approve the proposal to adopt the Amended and Restated Agreement and Plan of Merger. | Management | For | For | For |
SLACK TECHNOLOGIES, INC.
Security | 83088V102 | Meeting Type | Special |
Ticker Symbol | WORK | Meeting Date | 02-Mar-2021 |
ISIN | US83088V1026 | Agenda | 935332623 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | A proposal to adopt the Agreement and Plan of Merger, dated as of December 1, 2020 (as it may be amended from time to time, the "merger agreement"), among salesforce.com, inc., Skyline Strategies I Inc., Skyline Strategies II LLC and Slack Technologies, Inc. ("Slack") and approve the transactions contemplated thereby. | Management | For | For | For | ||||||
2. | A proposal to approve, by a non-binding advisory vote, certain compensation that may be paid or become payable to Slack's named executive officers that is based on or otherwise relates to the mergers contemplated by the merger agreement. | Management | For | For | For |
CALLAWAY GOLF COMPANY
Security | 131193104 | Meeting Type | Special |
Ticker Symbol | ELY | Meeting Date | 03-Mar-2021 |
ISIN | US1311931042 | Agenda | 935332015 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | Approval of the issuance of shares of common stock of Callaway Golf Company to stockholders of Topgolf International, Inc., pursuant to the terms of the Merger Agreement, a copy of which is attached as Annex A to the accompanying proxy statement/prospectus/consent solicitation. | Management | For | For | For | ||||||
2. | Approval of an adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposal No. 1. | Management | For | For | For |
MTS SYSTEMS CORPORATION
Security | 553777103 | Meeting Type | Special |
Ticker Symbol | MTSC | Meeting Date | 04-Mar-2021 |
ISIN | US5537771033 | Agenda | 935332647 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | Proposal to approve and adopt the Agreement and Plan of Merger, dated as of December 8, 2020 (as may be amended from time to time and including the Plan of Merger attached as Exhibit A thereto, the "merger agreement"), by and among MTS Systems Corporation, a Minnesota corporation (the "Company"), Amphenol Corporation,a Delaware corporation ("Parent") and Moon Merger Sub Corporation, a Minnesota corporation and a wholly owned subsidiary of Parent ("Sub"). | Management | For | For | For | ||||||
2. | 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 and that is based on, or otherwise relates to, the merger of Sub with and into the Company, as contemplated by the merger agreement. | Management | For | For | For | ||||||
3. | Proposal to adjourn the special meeting from time to time 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 | For |
REALPAGE, INC.
Security | 75606N109 | Meeting Type | Special |
Ticker Symbol | RP | Meeting Date | 08-Mar-2021 |
ISIN | US75606N1090 | Agenda | 935334261 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To approve the adoption of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of December 20, 2020, by and among Mirasol Parent, LLC, Mirasol Merger Sub, Inc., and RealPage, Inc. ("RealPage"). | Management | For | For | For | ||||||
2. | To approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to RealPage'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 | For | ||||||
3. | 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 Proposal 1 at the time of the special meeting. | Management | For | For | For |
AEROJET ROCKETDYNE HOLDINGS, INC.
Security | 007800105 | Meeting Type | Special |
Ticker Symbol | AJRD | Meeting Date | 09-Mar-2021 |
ISIN | US0078001056 | Agenda | 935333966 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | Adoption of the Merger Agreement and the transactions contemplated thereby. | Management | For | For | For | ||||||
2. | Adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement and the transactions contemplated thereby at the time of the Special Meeting. | Management | For | For | For | ||||||
3. | Adoption of a non-binding, advisory proposal to approve certain compensation payable to Aerojet Rocketdyne's named executive officers in connection with the Merger. | Management | For | For | For |
PLURALSIGHT, INC.
Security | 72941B106 | Meeting Type | Contested-Special |
Ticker Symbol | PS | Meeting Date | 09-Mar-2021 |
ISIN | US72941B1061 | Agenda | 935332318 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To adopt the Agreement and Plan of Merger, dated as of December 11, 2020, as it may be amended from time to time, by and among Pluralsight, Inc., Lake Holdings, LP, Lake Guarantor, LLC, Lake Merger Sub I, Inc., Lake Merger Sub II, LLC and Pluralsight Holdings, LLC. | Management | 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 | ||||||||
3. | To approve, on a non-binding, advisory basis, the compensation that may be paid or become payable by Pluralsight, Inc. to its named executive officers in connection with the mergers. | Management | For |
PLURALSIGHT, INC.
Security | 72941B106 | Meeting Type | Contested-Special |
Ticker Symbol | PS | Meeting Date | 09-Mar-2021 |
ISIN | US72941B1061 | Agenda | 935335869 - Opposition |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | Pluralsight's Merger Agreement Proposal. | Management | Against | Against | For | ||||||
2. | Pluralsight's Adjournment Proposal. | Management | Against | Against | For | ||||||
3. | Pluralsight's Compensation Proposal. | Management | Against | Against | For |
IHS MARKIT LTD
Security | G47567105 | Meeting Type | Special |
Ticker Symbol | INFO | Meeting Date | 11-Mar-2021 |
ISIN | BMG475671050 | Agenda | 935329462 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | Approval and Adoption of the Merger Agreement, the Statutory Merger Agreement and the Transactions Contemplated Thereby. To vote on a proposal to approve and adopt the Agreement and Plan of Merger, dated as of November 29, 2020, as amended by Amendment No. 1, dated as of January 20, 2021, and as it may further be amended from time to time, by and among S&P Global Inc., Sapphire Subsidiary, Ltd., and IHS Markit Ltd., the statutory merger agreement among the same, and the transactions contemplated thereby. | Management | For | For | For | ||||||
2. | IHS Markit Ltd. Merger-Related Compensation. To vote on a proposal to approve, by advisory (non-binding) vote, certain compensation arrangements that may be paid or become payable to IHS Markit Ltd.'s named executive officers in connection with the merger. | Management | For | For | For |
SCAPA GROUP PLC
Security | G78486134 | Meeting Type | Ordinary General Meeting |
Ticker Symbol | SCPA | Meeting Date | 17-Mar-2021 |
ISIN | GB0007281198 | Agenda | 713623406 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1 | APPROVE RECOMMENDED CASH OFFER FOR SCAPA GROUP PLC BY AMS HOLDCO 2 LIMITED | Management | For | For | For | ||||||
2 | AMEND ARTICLES OF ASSOCIATION | Management | For | For | For | ||||||
3 | APPROVE CANCELLATION OF ADMISSION OF ORDINARY SHARES TO TRADING ON AIM RE-REGISTER THE COMPANY AS A PRIVATE LIMITED COMPANY UNDER THE NAME OF SCAPA GROUP LIMITED AMEND ARTICLES OF ASSOCIATION | Management | For | For | For | ||||||
CMMT | 25 FEB 2021: PLEASE NOTE THAT THIS IS A REVISION DUE TO CHANGE IN MEETING-TYPE TO OGM. 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 |
SCAPA GROUP PLC
Security | G78486134 | Meeting Type | Court Meeting |
Ticker Symbol | SCPA | Meeting Date | 17-Mar-2021 |
ISIN | GB0007281198 | Agenda | 713623418 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
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 | For |
SIGNATURE AVIATION PLC
Security | G8127H114 | Meeting Type | Court Meeting |
Ticker Symbol | SIG | Meeting Date | 18-Mar-2021 |
ISIN | GB00BKDM7X41 | Agenda | 713620828 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
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 PROPOSED TO BE MADE PURSUANT TO PART 26 OF THE COMPANIES ACT 2006 BETWEEN SIGNATURE AVIATION PLC (THE "COMPANY") AND THE HOLDERS OF SCHEME SHARES (THE "SCHEME") | Management | For | For | For |
SIGNATURE AVIATION PLC
Security | G8127H114 | Meeting Type | Ordinary General Meeting |
Ticker Symbol | SIG | Meeting Date | 18-Mar-2021 |
ISIN | GB00BKDM7X41 | Agenda | 713620830 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1 | THAT: (A) FOR THE PURPOSE OF GIVING EFFECT TO THE SCHEME OF ARRANGEMENT DATED 22 FEBRUARY 2021 (THE "SCHEME") BETWEEN THE COMPANY AND THE HOLDERS OF SCHEME SHARES (AS DEFINED IN THE SCHEME), A COPY OF WHICH HAS BEEN PRODUCED TO THIS MEETING AND FOR THE PURPOSES OF IDENTIFICATION SIGNED BY THE CHAIR OF THIS MEETING, IN ITS ORIGINAL FORM OR WITH OR SUBJECT TO ANY MODIFICATION, ADDITION, OR CONDITION AGREED BY THE COMPANY AND BIDCO AND APPROVED OR IMPOSED BY THE HIGH COURT OF JUSTICE OF ENGLAND AND WALES, THE DIRECTORS OF THE COMPANY (OR A DULY AUTHORISED COMMITTEE THEREOF) BE AUTHORISED TO TAKE ALL SUCH ACTION AS THEY MAY CONSIDER NECESSARY OR APPROPRIATE FOR CARRYING THE SCHEME INTO EFFECT; AND (B) WITH EFFECT FROM THE PASSING OF THIS RESOLUTION, THE ARTICLES OF ASSOCIATION OF THE COMPANY BE AND ARE HEREBY AMENDED BY THE ADOPTION AND INCLUSION OF THE FOLLOWING NEW ARTICLE 132. 132. SCHEME OF ARRANGEMENT 132.1 IN THIS ARTICLE 132, REFERENCES TO THE "SCHEME" ARE TO THE SCHEME OF ARRANGEMENT UNDER PART 26 OF THE COMPANIES ACT 2006 BETWEEN THE COMPANY AND THE HOLDERS OF SCHEME SHARES (AS DEFINED IN THE SCHEME) DATED 22 FEBRUARY 2021 (WITH OR SUBJECT TO ANY MODIFICATION, ADDITION OR CONDITION APPROVED OR IMPOSED BY THE COURT AND AGREED BY THE COMPANY AND BROWN BIDCO LIMITED ("BIDCO")) AND (SAVE AS DEFINED IN THIS ARTICLE) TERMS DEFINED IN THE SCHEME SHALL HAVE THE SAME MEANINGS IN THIS ARTICLE. 132.2 NOTWITHSTANDING ANY OTHER PROVISIONS IN THESE ARTICLES, IF THE COMPANY ISSUES OR TRANSFERS OUT OF TREASURY ANY SIGNATURE SHARES (OTHER THAN TO BIDCO, ANY SUBSIDIARY OF BIDCO, ANY PARENT UNDERTAKING OF BIDCO OR ANY SUBSIDIARY OF SUCH PARENT UNDERTAKING, OR ANY NOMINEE OF BIDCO (EACH A "BIDCO COMPANY")) ON OR AFTER THE DATE OF THE ADOPTION OF THIS ARTICLE 132 AND PRIOR TO THE SCHEME RECORD TIME, SUCH SIGNATURE SHARES SHALL BE ISSUED OR TRANSFERRED SUBJECT TO THE TERMS OF THE SCHEME (AND SHALL BE SCHEME SHARES FOR THE PURPOSES THEREOF) AND THE ORIGINAL OR SUBSEQUENT HOLDER OR HOLDERS OF SUCH SIGNATURE SHARES SHALL BE BOUND BY THE SCHEME ACCORDINGLY. 132.3 NOTWITHSTANDING ANY OTHER PROVISION OF THESE ARTICLES, SUBJECT TO THE SCHEME BECOMING EFFECTIVE, ANY SHARES ISSUED, TRANSFERRED OUT OF TREASURY OR TRANSFERRED PURSUANT TO ARTICLE 132.4 BELOW, TO ANY PERSON (OTHER THAN A BIDCO COMPANY) AFTER THE SCHEME RECORD TIME (A "NEW MEMBER") (EACH A "POST-SCHEME SHARE") SHALL BE ISSUED OR TRANSFERRED ON TERMS THAT THEY SHALL (ON THE EFFECTIVE DATE (AS DEFINED IN THE SCHEME) OR, IF LATER, ON ISSUE OR TRANSFER (BUT SUBJECT TO THE TERMS OF ARTICLES 132.4 AND 132.5 BELOW)), BE IMMEDIATELY TRANSFERRED TO BIDCO (OR SUCH PERSON AS IT MAY DIRECT) (THE "PURCHASER"), WHO SHALL BE OBLIGED TO ACQUIRE EACH POST-SCHEME SHARE IN CONSIDERATION OF AND CONDITIONAL UPON THE PAYMENT BY OR ON BEHALF OF BIDCO TO THE NEW MEMBER OF AN AMOUNT IN CASH FOR EACH POST-SCHEME SHARE EQUAL TO THE CONSIDERATION TO WHICH A NEW MEMBER WOULD HAVE BEEN ENTITLED UNDER THE SCHEME HAD SUCH POST- SCHEME SHARE BEEN A SCHEME SHARE. 132.4 ANY PERSON WHO IS BENEFICIALLY ENTITLED TO SHARES ISSUED OR TRANSFERRED TO A NEW MEMBER (OTHER THAN, FOR THE AVOIDANCE OF DOUBT, A PERSON WHO BECOMES BENEFICIALLY ENTITLED TO SHARES BY VIRTUE OF A TRANSFER PURSUANT TO THIS ARTICLE 132.4) MAY, PRIOR TO THE ISSUE OR TRANSFER OF POST- SCHEME SHARES TO THE NEW MEMBER PURSUANT TO THE EXERCISE OF AN OPTION OR SATISFACTION OF AN AWARD UNDER ONE OF THE SIGNATURE SHARE PLANS (AS DEFINED IN THE SCHEME), GIVE NOT LESS THAN TWO BUSINESS DAYS' WRITTEN NOTICE TO THE COMPANY IN SUCH MANNER AS THE BOARD SHALL PRESCRIBE OF HIS OR HER INTENTION TO TRANSFER THE BENEFICIAL OWNERSHIP OF SOME OR ALL OF SUCH POST-SCHEME SHARES TO HIS OR HER SPOUSE OR CIVIL PARTNER AND MAY, IF SUCH NOTICE HAS BEEN VALIDLY GIVEN, ON OR BEFORE SUCH POST-SCHEME SHARES BEING ISSUED OR TRANSFERRED TO THE NEW MEMBER, IMMEDIATELY TRANSFER TO HIS OR HER SPOUSE OR CIVIL PARTNER BENEFICIAL OWNERSHIP OF ANY SUCH POST-SCHEME SHARES, PROVIDED THAT SUCH POST-SCHEME SHARES (INCLUDING BOTH LEGAL AND BENEFICIAL OWNERSHIP THEREOF) WILL THEN BE IMMEDIATELY TRANSFERRED TO THE PURCHASER PURSUANT TO ARTICLE 132.3 ABOVE. IF NOTICE HAS BEEN VALIDLY GIVEN PURSUANT TO THIS ARTICLE 132.4 BUT THE BENEFICIAL OWNER DOES NOT IMMEDIATELY TRANSFER TO HIS OR HER SPOUSE OR CIVIL PARTNER BOTH THE LEGAL AND BENEFICIAL OWNERSHIP OF THE POST-SCHEME SHARES IN RESPECT OF WHICH NOTICE WAS GIVEN, SUCH LEGAL AND BENEFICIAL OWNERSHIP WILL BE TRANSFERRED TO THE PURCHASER PURSUANT TO ARTICLE 132.3 ABOVE. IF NOTICE IS NOT GIVEN PURSUANT TO THIS ARTICLE 132.4, BOTH THE LEGAL AND BENEFICIAL OWNERSHIP OF THE POST-SCHEME SHARES WILL BE IMMEDIATELY TRANSFERRED TO THE PURCHASER PURSUANT TO ARTICLE 132.3 ABOVE. 132.5 ON ANY REORGANISATION OF, OR MATERIAL ALTERATION TO, THE SHARE CAPITAL OF THE COMPANY (INCLUDING, WITHOUT LIMITATION, ANY SUBDIVISION AND/OR CONSOLIDATION) CARRIED OUT AFTER THE EFFECTIVE DATE (AS DEFINED IN THE SCHEME), THE VALUE OF THE CONSIDERATION PER POST-SCHEME SHARE TO BE PAID UNDER ARTICLE 132.3 SHALL BE ADJUSTED BY THE COMPANY IN SUCH MANNER AS THE AUDITORS OF THE COMPANY MAY DETERMINE TO BE APPROPRIATE TO REFLECT SUCH REORGANISATION OR ALTERATION. REFERENCES IN THIS ARTICLE 132 TO SUCH SHARES SHALL, FOLLOWING SUCH ADJUSTMENT, BE CONSTRUED ACCORDINGLY. 132.6 TO GIVE EFFECT TO ANY TRANSFER OF POST-SCHEME SHARES REQUIRED PURSUANT TO ARTICLE 132.3, THE COMPANY MAY APPOINT ANY PERSON AS ATTORNEY AND/OR AGENT FOR THE NEW MEMBER TO TRANSFER THE POST- SCHEME SHARES TO THE PURCHASER AND DO ALL SUCH OTHER THINGS AND EXECUTE AND DELIVER ALL SUCH DOCUMENTS OR DEEDS AS MAY IN THE OPINION OF SUCH ATTORNEY OR AGENT BE NECESSARY OR DESIRABLE TO VEST THE POST-SCHEME SHARES IN THE PURCHASER AND PENDING SUCH VESTING TO EXERCISE ALL SUCH RIGHTS ATTACHING TO THE POST-SCHEME SHARES AS THE PURCHASER MAY DIRECT. IF AN ATTORNEY OR AGENT IS SO APPOINTED, THE NEW MEMBER SHALL NOT THEREAFTER (EXCEPT TO THE EXTENT THAT THE ATTORNEY OR AGENT FAILS TO ACT IN ACCORDANCE WITH THE DIRECTIONS OF THE PURCHASER) BE ENTITLED TO EXERCISE ANY RIGHTS ATTACHING TO THE POST-SCHEME SHARES UNLESS SO AGREED IN WRITING BY THE PURCHASER. THE ATTORNEY OR AGENT SHALL BE EMPOWERED TO EXECUTE AND DELIVER AS TRANSFEROR A FORM OF TRANSFER OR INSTRUCTIONS OF TRANSFER ON BEHALF OF THE NEW MEMBER (OR ANY SUBSEQUENT HOLDER) IN FAVOUR OF THE PURCHASER AND THE COMPANY MAY GIVE A GOOD RECEIPT FOR THE CONSIDERATION FOR THE POST-SCHEME SHARES AND MAY REGISTER THE PURCHASER AS HOLDER THEREOF AND ISSUE TO IT CERTIFICATE(S) FOR THE SAME. THE COMPANY SHALL NOT BE OBLIGED TO ISSUE A CERTIFICATE TO THE NEW MEMBER FOR THE POST-SCHEME SHARES. THE PURCHASER SHALL SETTLE THE CONSIDERATION DUE TO THE NEW MEMBER PURSUANT TO ARTICLE 132.3 ABOVE BY SENDING A CHEQUE DRAWN ON A UK CLEARING BANK IN FAVOUR OF THE NEW MEMBER (OR ANY SUBSEQUENT HOLDER), OR BY ANY ALTERNATIVE METHOD COMMUNICATED BY THE PURCHASER TO THE NEW MEMBER, FOR THE PURCHASE PRICE OF SUCH POST-SCHEME SHARES NO LATER THAN 14 DAYS AFTER THE DATE ON WHICH THE POST-SCHEME SHARES ARE ISSUED TO THE NEW MEMBER. 132.7 IF THE SCHEME SHALL NOT HAVE BECOME EFFECTIVE BY THE APPLICABLE DATE REFERRED TO IN (OR OTHERWISE SET IN ACCORDANCE WITH) SECTION 6(B) OF THE SCHEME, THIS ARTICLE 132 SHALL CEASE TO BE OF ANY EFFECT. 132.8 NOTWITHSTANDING ANY OTHER PROVISION OF THESE ARTICLES, BOTH THE COMPANY AND THE BOARD SHALL REFUSE TO REGISTER THE TRANSFER OF ANY SCHEME SHARES EFFECTED BETWEEN THE SCHEME RECORD TIME AND THE EFFECTIVE DATE OTHER THAN TO THE PURCHASER PURSUANT TO THE SCHEME | Management | For | For | For |
SPORTSMAN'S WAREHOUSE HOLDINGS, INC.
Security | 84920Y106 | Meeting Type | Special |
Ticker Symbol | SPWH | Meeting Date | 23-Mar-2021 |
ISIN | US84920Y1064 | Agenda | 935337471 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To adopt and approve the Agreement and Plan of Merger, dated December 21, 2020, by and among Great Outdoors Group, LLC, Phoenix Merger Sub I, Inc., a wholly-owned subsidiary of Great Outdoors Group, LLC, and Sportsman's Warehouse Holdings, Inc., as amended from time to time, pursuant to which Phoenix Merger Sub I, Inc. will be merged with an into Sportsman's Warehouse Holdings, Inc., with Sportsman's Warehouse Holdings, Inc. continuing as the surviving corporation in the merger and a wholly-owned subsidiary of Great Outdoors Group, LLC. | Management | For | For | For | ||||||
2. | To approve, on a non-binding, advisory basis, the specified compensation that may be paid or may become payable to Sportsman's Warehouse Holdings, Inc.'s named executive officers based on or otherwise relating to the merger. | Management | For | For | For | ||||||
3. | To adjourn the special meeting from time to time to a later date or time, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the special meeting (or any adjournment thereof) to adopt and approve the merger agreement. | Management | For | For | For |
WADDELL & REED FINANCIAL, INC.
Security | 930059100 | Meeting Type | Special |
Ticker Symbol | WDR | Meeting Date | 23-Mar-2021 |
ISIN | US9300591008 | Agenda | 935337988 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | A proposal to adopt the Agreement and Plan of Merger (as amended or supplemented from time to time, the "merger agreement"), by and among Waddell & Reed Financial, Inc. (the "Company"), Macquarie Management Holdings, Inc. ("Macquarie"), Merry Merger Sub, Inc., and (solely for limited purposes) Macquarie Financial Holdings Pty Ltd, pursuant to which, among other things, Merger Sub will be merged with and into the Company (the "merger"), with the Company surviving the merger as a wholly-owned subsidiary of Macquarie. | Management | For | For | For | ||||||
2. | A proposal to approve, by a non-binding advisory vote, the compensation that may be paid or become payable to the Company's principal executive officer, principal financial officer and three most highly compensated executive officers other than the principal executive officer and principal financial officer that is based on or otherwise relates to the merger and the other transactions contemplated by the merger agreement. | Management | For | For | For | ||||||
3. | A proposal to adjourn the special meeting to a later date or time, if necessary or appropriate, 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 approve the proposal to adopt the merger agreement. | Management | For | For | For |
HMS HOLDINGS CORP.
Security | 40425J101 | Meeting Type | Special |
Ticker Symbol | HMSY | Meeting Date | 26-Mar-2021 |
ISIN | US40425J1016 | Agenda | 935339540 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To adopt the Agreement and Plan of Merger, dated as of December 20, 2020, by and among HMS Holdings Corp. ("HMS"), Gainwell Acquisition Corp. ("Gainwell"), Mustang MergerCo Inc., a wholly owned subsidiary of Gainwell ("Merger Sub"), and Gainwell Intermediate Holding Corp., and approve the transactions contemplated thereby, including the merger of Merger Sub with and into HMS (the "Merger"), with HMS continuing as the surviving corporation and a wholly owned subsidiary of Gainwell (the "Merger Proposal"). | Management | For | For | For | ||||||
2. | To approve, on an advisory non-binding basis, the compensation that may be paid or become payable to HMS's named executive officers in connection with the Merger. | Management | For | 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 | For |
WATFORD HOLDINGS LTD
Security | G94787101 | Meeting Type | Special |
Ticker Symbol | WTRE | Meeting Date | 30-Mar-2021 |
ISIN | BMG947871015 | Agenda | 935340151 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | Approval and adoption of the Agreement and Plan of Merger dated Oct 9, 2020, as amended by Amendment No. 1 thereto dated Nov 2, 2020 ("Merger Agreement"), and the related statutory merger agreement, among Watford Holdings Ltd. ("Company"), Arch Capital Group Ltd. ("Arch") and Greysbridge Ltd., a wholly- owned subsidiary of Greysbridge Holdings Ltd., a newly-formed company organized by Arch for the purpose of facilitating the merger, and the other transactions contemplated thereby (the "Merger Proposal") | Management | Abstain | For | Against | ||||||
2. | Advisory (non binding) approval of specified compensation that may become payable to the named executive officers of the Company in connection with the merger (the "Compensation Advisory Proposal"). | Management | Abstain | For | Against | ||||||
3. | Approval of adjournment of the special general meeting, if necessary, to solicit additional proxies if there are insufficient votes at the time of the special general meeting to approve the Merger Proposal (the "Adjournment Proposal"). | Management | Abstain | For | Against |
MAGELLAN HEALTH, INC.
Security | 559079207 | Meeting Type | Special |
Ticker Symbol | MGLN | Meeting Date | 31-Mar-2021 |
ISIN | US5590792074 | Agenda | 935337990 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To adopt the Agreement and Plan of Merger, dated as of January 4, 2021 (as it may be amended from time to time, the "Merger Agreement"), by and among Magellan Health, Inc., Centene Corporation and Mayflower Merger Sub, Inc. | Management | For | For | For | ||||||
2. | To approve, by a non-binding advisory vote, the compensation that may be paid or become payable to the named executive officers of Magellan Health, Inc. that is based on or otherwise relates to the merger contemplated by the Merger Agreement. | Management | For | For | For | ||||||
3. | To approve the adjournment of 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 | For |
XILINX, INC.
Security | 983919101 | Meeting Type | Special |
Ticker Symbol | XLNX | Meeting Date | 07-Apr-2021 |
ISIN | US9839191015 | Agenda | 935346735 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | Proposal to adopt the Agreement and Plan of Merger, dated October 26, 2020, as it may be amended from time to time, which is referred to as the "merger agreement," among Advanced Micro Devices, Inc., which is referred to as "AMD," Thrones Merger Sub, Inc., a wholly owned subsidiary of AMD, which is referred to as "Merger Sub," and Xilinx, which proposal is referred to as the "Xilinx merger proposal". | Management | For | For | For | ||||||
2. | Proposal to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to Xilinx's named executive officers that is based on or otherwise relates to the transactions contemplated by the merger agreement, which proposal is referred to as the "Xilinx compensation proposal". | Management | For | For | For | ||||||
3. | Proposal to approve the adjournment of the Xilinx special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Xilinx special meeting to approve the Xilinx merger proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to Xilinx stockholders, which proposal is referred to as the "Xilinx adjournment proposal". | Management | For | For | For |
DIALOG SEMICONDUCTOR PLC
Security | G5821P111 | Meeting Type | Court Meeting |
Ticker Symbol | DLG | Meeting Date | 09-Apr-2021 |
ISIN | GB0059822006 | Agenda | 713667674 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1 | APPROVE SCHEME OF ARRANGEMENT | Management | For | For | For | ||||||
CMMT | 10 MAR 2021: 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 | |||||||||
CMMT | 10 MAR 2021: PLEASE NOTE THAT THIS IS A REVISION DUE TO ADDITION OF COMMENT.-IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN UNLESS YOU-DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU | Non-Voting |
DIALOG SEMICONDUCTOR PLC
Security | G5821P111 | Meeting Type | Ordinary General Meeting |
Ticker Symbol | DLG | Meeting Date | 09-Apr-2021 |
ISIN | GB0059822006 | Agenda | 713675621 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1 | THAT: (1) FOR THE PURPOSE OF GIVING EFFECT TO THE SCHEME OF ARRANGEMENT DATED 8 MARCH 2021 (THE "SCHEME") BETWEEN THE COMPANY AND ITS SCHEME SHAREHOLDERS (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 THEREOF, IN ITS ORIGINAL FORM OR SUBJECT TO ANY MODIFICATION, ADDITION OR CONDITION AGREED BY THE COMPANY AND RENESAS ELECTRONIC CORPORATION ("RENESAS") AND APPROVED OR IMPOSED BY THE COURT, THE DIRECTORS OF THE COMPANY BE AUTHORISED TO TAKE ALL SUCH ACTION AS THEY MAY CONSIDER NECESSARY OR APPROPRIATE FOR CARRYING THE SCHEME INTO EFFECT; AND (2) WITH EFFECT FROM THE PASSING OF THIS RESOLUTION, THE ARTICLES OF ASSOCIATION OF THE COMPANY BE AMENDED BY THE ADOPTION AND INCLUSION OF THE FOLLOWING NEW ARTICLE 167: "167 SCHEME OF ARRANGEMENT (A) IN THIS ARTICLE, THE "SCHEME" MEANS THE SCHEME OF ARRANGEMENT DATED 8 MARCH 2021 BETWEEN THE COMPANY AND ITS SCHEME SHAREHOLDERS (AS DEFINED IN THE SCHEME) UNDER PART 26 OF THE COMPANIES ACT 2006 IN ITS ORIGINAL FORM OR WITH OR SUBJECT TO ANY MODIFICATION, ADDITION OR CONDITION APPROVED OR IMPOSED BY THE COURT AND AGREED BY THE COMPANY AND RENESAS ELECTRONICS CORPORATION ("RENESAS") AND (SAVE AS DEFINED IN THIS ARTICLE) EXPRESSIONS DEFINED IN THE SCHEME SHALL HAVE THE SAME MEANINGS IN THIS ARTICLE. (B) NOTWITHSTANDING ANY OTHER PROVISION OF THESE ARTICLES OR THE TERMS OF ANY OTHER RESOLUTION PASSED BY THE COMPANY IN ANY GENERAL MEETING, IF THE COMPANY ISSUES OR TRANSFERS OUT OF TREASURY ANY ORDINARY SHARES (OTHER THAN TO RENESAS OR ITS NOMINEE(S)) ON OR AFTER THE ADOPTION OF THIS ARTICLE AND BEFORE THE SCHEME RECORD TIME, SUCH SHARES SHALL BE ISSUED OR TRANSFERRED SUBJECT TO THE TERMS OF THE SCHEME (AND SHALL BE SCHEME SHARES FOR THE PURPOSES THEREOF) AND THE HOLDERS OF SUCH SHARES SHALL BE BOUND BY THE SCHEME ACCORDINGLY. (C) SUBJECT TO THE SCHEME BECOMING EFFECTIVE, IF ANY ORDINARY SHARES ARE ISSUED OR TRANSFERRED OUT OF TREASURY TO ANY PERSON (A "NEW MEMBER") (OTHER THAN TO RENESAS OR ITS NOMINEE(S)) ON OR AFTER THE SCHEME RECORD TIME (THE "POST-SCHEME SHARES"), THEY SHALL BE IMMEDIATELY TRANSFERRED TO RENESAS (OR AS IT MAY DIRECT) IN CONSIDERATION OF THE PAYMENT TO THE NEW MEMBER OF AN AMOUNT IN CASH FOR EACH POST-SCHEME SHARE EQUAL TO THE CASH CONSIDERATION PER SCHEME SHARE PAYABLE PURSUANT TO THE SCHEME. (D) ON ANY REORGANISATION OF, OR MATERIAL ALTERATION TO, THE SHARE CAPITAL OF THE COMPANY (INCLUDING, WITHOUT LIMITATION, ANY SUBDIVISION AND/ OR CONSOLIDATION) EFFECTED AFTER THE SCHEME EFFECTIVE DATE, THE VALUE OF THE CASH PAYMENT PER SHARE TO BE PAID UNDER PARAGRAPH (C) OF THIS ARTICLE MAY BE ADJUSTED BY THE DIRECTORS IN SUCH MANNER AS THE AUDITORS OF THE COMPANY OR AN INDEPENDENT INVESTMENT BANK SELECTED BY THE COMPANY MAY DETERMINE TO BE APPROPRIATE TO REFLECT SUCH REORGANISATION OR ALTERATION. REFERENCES IN THIS ARTICLE TO ORDINARY SHARES SHALL, FOLLOWING SUCH ADJUSTMENT, BE CONSTRUED ACCORDINGLY. (E) TO GIVE EFFECT TO ANY TRANSFER OF POST-SCHEME SHARES, THE COMPANY MAY APPOINT ANY PERSON AS ATTORNEY AND/ OR AGENT FOR THE NEW MEMBER TO TRANSFER THE POST-SCHEME SHARES TO RENESAS AND/ OR ITS NOMINEE(S) AND DO ALL SUCH OTHER THINGS AND EXECUTE AND DELIVER ALL SUCH DOCUMENTS AS MAY IN THE OPINION OF THE ATTORNEY OR AGENT BE NECESSARY OR DESIRABLE TO VEST THE POST- SCHEME SHARES IN RENESAS OR ITS NOMINEE(S) AND PENDING SUCH VESTING TO EXERCISE ALL SUCH RIGHTS ATTACHING TO THE POST- SCHEME SHARES AS RENESAS MAY DIRECT. IF AN ATTORNEY OR AGENT IS SO APPOINTED, THE NEW MEMBER SHALL NOT THEREAFTER (EXCEPT TO THE EXTENT THAT THE ATTORNEY OR AGENT FAILS TO ACT IN ACCORDANCE WITH THE DIRECTIONS OF RENESAS) BE ENTITLED TO EXERCISE ANY RIGHTS ATTACHING TO THE POST- SCHEME SHARES UNLESS SO AGREED BY RENESAS. THE ATTORNEY OR AGENT SHALL BE EMPOWERED TO EXECUTE AND DELIVER AS TRANSFEROR A FORM OF TRANSFER OR OTHER INSTRUMENT OR INSTRUCTION OF TRANSFER ON BEHALF OF THE NEW MEMBER IN FAVOUR OF RENESAS AND/ OR ITS NOMINEE(S) AND THE COMPANY MAY GIVE A GOOD RECEIPT FOR THE CONSIDERATION FOR THE POST- SCHEME SHARES AND MAY REGISTER RENESAS AND/ OR ITS NOMINEE(S) AS HOLDER THEREOF AND ISSUE TO IT CERTIFICATES FOR THE SAME. THE COMPANY SHALL NOT BE OBLIGED TO ISSUE A CERTIFICATE TO THE NEW MEMBER FOR THE POST-SCHEME SHARES. RENESAS SHALL SEND A CHEQUE IN EURO DRAWN ON A GERMAN / UK CLEARING BANK IN FAVOUR OF THE NEW MEMBER FOR THE CONSIDERATION FOR SUCH POST- SCHEME SHARES TO THE NEW MEMBER WITHIN TEN BUSINESS DAYS OF THE ISSUE OR TRANSFER OF THE POST-SCHEME SHARES TO THE NEW MEMBER. (F) NOTWITHSTANDING ANY OTHER PROVISION OF THESE ARTICLES, NEITHER THE COMPANY NOR THE DIRECTORS SHALL REGISTER THE TRANSFER OF ANY SCHEME SHARES BETWEEN THE SCHEME RECORD TIME AND THE EFFECTIVE DATE." | Management | For | For | For | ||||||
CMMT | 12 MAR 2021: PLEASE NOTE THAT THE MEETING TYPE CHANGED FROM AGM TO OGM. 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 |
CHANGE HEALTHCARE INC
Security | 15912K100 | Meeting Type | Special |
Ticker Symbol | CHNG | Meeting Date | 13-Apr-2021 |
ISIN | US15912K1007 | Agenda | 935344983 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To adopt the Agreement and Plan of Merger, dated as of January 5, 2021, among Change Healthcare Inc., UnitedHealth Group Incorporated and Cambridge Merger Sub Inc. | Management | For | For | For | ||||||
2. | To approve, on a non-binding, advisory basis, certain compensation that may be paid or become payable to Change's named executive officers in connection with the Merger. | Management | For | For | For | ||||||
3. | To adjourn or postpone the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the proposal described above in Proposal 1. | Management | For | For | For |
CUBIC CORPORATION
Security | 229669106 | Meeting Type | Annual |
Ticker Symbol | CUB | Meeting Date | 13-Apr-2021 |
ISIN | US2296691064 | Agenda | 935394558 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | |||||||
1. | DIRECTOR | Management | ||||||||||
1 | Prithviraj Banerjee | For | ||||||||||
2 | Bruce G. Blakley | For | ||||||||||
3 | Maureen Breakiron-Evans | For | ||||||||||
4 | Denise L. Devine | For | ||||||||||
5 | Bradley H. Feldmann | For | ||||||||||
6 | Carolyn A. Flowers | For | ||||||||||
7 | Janice M. Hamby | For | ||||||||||
8 | David F. Melcher | For | ||||||||||
9 | Steven J. Norris | For | ||||||||||
2. | Approval, on an advisory, non-binding basis, of the Company's named executive office compensation. | Management | For | |||||||||
3. | Ratification of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending September 30, 2021. | Management | For |
CUBIC CORPORATION
Security | 229669106 | Meeting Type | Annual |
Ticker Symbol | CUB | Meeting Date | 13-Apr-2021 |
ISIN | US2296691064 | Agenda | 935394558 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | |||||||
1. | DIRECTOR | Management | ||||||||||
1 | Prithviraj Banerjee | For | For | For | ||||||||
2 | Bruce G. Blakley | For | For | For | ||||||||
3 | Maureen Breakiron-Evans | For | For | For | ||||||||
4 | Denise L. Devine | For | For | For | ||||||||
5 | Bradley H. Feldmann | For | For | For | ||||||||
6 | Carolyn A. Flowers | For | For | For | ||||||||
7 | Janice M. Hamby | For | For | For | ||||||||
8 | David F. Melcher | For | For | For | ||||||||
9 | Steven J. Norris | For | For | For | ||||||||
2. | Approval, on an advisory, non-binding basis, of the Company's named executive office compensation. | Management | For | For | For | |||||||
3. | Ratification of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending September 30, 2021. | Management | For | For | For |
INPHI CORPORATION
Security | 45772F107 | Meeting Type | Special |
Ticker Symbol | IPHI | Meeting Date | 15-Apr-2021 |
ISIN | US45772F1075 | Agenda | 935353487 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | Approval of Inphi Merger Proposal. To approve and adopt the Agreement and Plan of Merger and Reorganization, dated as of October 29, 2020 (the "Merger Agreement"), by and among Inphi, Marvell Technology Group Ltd. ("Marvell"), Marvell Technology, Inc. (f/k/a Maui HoldCo, Inc.), a wholly owned subsidiary of Marvell ("HoldCo"), Maui Acquisition Company Ltd, a wholly owned subsidiary of HoldCo ("Bermuda Merger Sub"),and Indigo Acquisition Corp., a wholly owned subsidiary of HoldCo ("Delaware Merger Sub"). | Management | For | For | For | ||||||
2. | Adjournment of Inphi Stockholder Meeting. To solicit additional proxies if there are not sufficient votes to approve and adopt the Merger Agreement. | Management | For | For | For | ||||||
3. | Approval of Compensation. To approve on an advisory (non-binding) basis, the compensation that may be received by Inphi's named executive officers in connection with the Mergers. | Management | For | For | For |
RDI REIT PLC
Security | G7392E103 | Meeting Type | ExtraOrdinary General Meeting |
Ticker Symbol | RDI | Meeting Date | 16-Apr-2021 |
ISIN | IM00BH3JLY32 | Agenda | 713731481 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1.A | FOR THE PURPOSE IN EACH CASE OF GIVING EFFECT TO THE SCHEME OF ARRANGEMENT: TO AUTHORISE THE DIRECTORS OF THE COMPANY TO TAKE ALL SUCH NECESSARY OR APPROPRIATE ACTION TO EFFECT THE SCHEME | Management | For | For | For | ||||||
1.B | FOR THE PURPOSE IN EACH CASE OF GIVING EFFECT TO THE SCHEME OF ARRANGEMENT: TO AMEND THE ARTICLES OF ASSOCIATION OF THE COMPANY | Management | For | For | For |
RDI REIT PLC
Security | G7392E103 | Meeting Type | Court Meeting |
Ticker Symbol | RDI | Meeting Date | 16-Apr-2021 |
ISIN | IM00BH3JLY32 | Agenda | 713732231 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
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 | For |
NIC INC.
Security | 62914B100 | Meeting Type | Special |
Ticker Symbol | EGOV | Meeting Date | 19-Apr-2021 |
ISIN | US62914B1008 | Agenda | 935358437 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To adopt the Agreement and Plan of Merger, dated as of February 9, 2021, as may be amended from time to time (which we refer to as the "merger agreement"), by and among NIC Inc. (which we refer to as "NIC"), Tyler Technologies Inc. (which we refer to as "Tyler") and Topos Acquisition, Inc. (which we refer to as "Merger Sub"), pursuant to which Merger Sub will merge with and into NIC (which we refer to as the "merger"), and NIC will continue as the surviving corporation and a wholly-owned subsidiary of Tyler. | Management | For | For | For | ||||||
2. | To approve, on a non-binding advisory basis, specified compensation that may be paid or become payable to NIC's named executive officers in connection with the merger and contemplated by the merger agreement. | Management | For | 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 constitute a quorum or to approve the proposal to adopt the merger agreement. | Management | For | For | For |
SBANKEN ASA
Security | R7565B108 | Meeting Type | Annual General Meeting |
Ticker Symbol | SBANK | Meeting Date | 22-Apr-2021 |
ISIN | NO0010739402 | Agenda | 713832310 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
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: POWER OF ATTORNEY (POA) REQUIREMENTS-VARY BY CUSTODIAN. GLOBAL CUSTODIANS MAY HAVE A POA IN PLACE WHICH WOULD-ELIMINATE THE NEED FOR THE INDIVIDUAL BENEFICIAL OWNER POA. IN THE ABSENCE OF-THIS ARRANGEMENT, AN INDIVIDUAL BENEFICIAL OWNER POA MAY BE REQUIRED. IF YOU-HAVE ANY QUESTIONS PLEASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE. THANK-YOU | Non-Voting | |||||||||
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 | PLEASE NOTE THAT SHAREHOLDER DETAILS ARE REQUIRED TO VOTE AT THIS MEETING. IF-NO SHAREHOLDER DETAILS ARE PROVIDED, YOUR INSTRUCTION MAY CARRY A HEIGHTENED-RISK OF BEING REJECTED. THANK YOU | Non-Voting | |||||||||
CMMT | PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 539121 DUE TO RECEIPT OF-"CHANGE IN RECORD DATE" AND RECEIPT OF "UPDATED AGENDA". ALL VOTES RECEIVED-ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT-ON THIS MEETING NOTICE. THANK YOU | Non-Voting |
1 | ELECTION OF MR FILIP TRUYEN TO CHAIR THE MEETING | Management | For | ||||||||
2 | APPROVAL OF THE NOTICE AND AGENDA | Management | For | ||||||||
3 | ELECTION OF A PERSON TO COSIGN THE MINUTES TOGETHER WITH THE CHAIRMAN OF THE MEETING | Management | For | ||||||||
4.A | APPROVAL OF THE ANNUAL REPORT AND ANNUAL FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR 2020 | Management | For | ||||||||
4.B | AUTHORISATION TO THE BOARD OF DIRECTORS TO DISTRIBUTE UP TO NOK 4.40 PER SHARE IN DIVIDEND FOR THE FINANCIAL YEAR 2020 | Management | For | ||||||||
5 | APPROVAL OF THE REMUNERATION TO THE AUDITOR FOR THE FINANCIAL YEAR 2020 | Management | For | ||||||||
6 | DETERMINATION OF THE REMUNERATION TO THE MEMBERS OF THE BOARD OF DIRECTORS AND THE BOARD COMMITTEES | Management | For | ||||||||
7 | DETERMINATION OF THE REMUNERATION TO THE MEMBERS OF THE NOMINATION COMMITTEE | Management | For |
8 | APPROVAL OF THE POLICY ON THE FIXING OF SALARIES AND OTHER REMUNERATION TO EXECUTIVE MANAGEMENT AND NONEXECUTIVE DIRECTORS PURSUANT TO SECTION 6 16A OF THE PUBLIC LIMITED COMPANIES ACT | Management | For | ||||||||
9 | STATEMENT OF CORPORATE GOVERNANCE PURSUANT TO SECTION 3 3B OF THE ACCOUNTING-ACT | Non-Voting | |||||||||
10.1 | ELECTION OF THE CHAIRMAN AND MEMBER TO THE NOMINATION COMMITTEE: SUSANNE MUNCH THORE (CHAIRMAN, ELECTION) | Management | For | ||||||||
10.2 | ELECTION OF THE CHAIRMAN AND MEMBER TO THE NOMINATION COMMITTEE: BERIT HENRIKSEN (MEMBER, ELECTION) | Management | For | ||||||||
10.3 | ELECTION OF THE CHAIRMAN AND MEMBER TO THE NOMINATION COMMITTEE: OISTEIN WIDDING (MEMBER, ELECTION) | Management | For | ||||||||
11.1 | ELECTION OF THE CHAIRMAN AND MEMBER TO THE BOARD OF THE DIRECTORS: NIKLAS MIDTBY (CHAIRMAN, REELECTION) | Management | For | ||||||||
11.2 | ELECTION OF THE CHAIRMAN AND MEMBER TO THE BOARD OF THE DIRECTORS: MAILILL IBSEN (MEMBER, REELECTION) | Management | For | ||||||||
11.3 | ELECTION OF THE CHAIRMAN AND MEMBER TO THE BOARD OF THE DIRECTORS: RAGNHILD WIBORG (MEMBER, REELECTION) | Management | For | ||||||||
11.4 | ELECTION OF THE CHAIRMAN AND MEMBER TO THE BOARD OF THE DIRECTORS: HERMAN KORSGAARD (MEMBER, NEW) | Management | For | ||||||||
12 | AUTHORISATION TO THE BOARD OF DIRECTORS TO ACQUIRE OWN SHARES | Management | For | ||||||||
13.1 | AUTHORISATION TO THE BOARD OF DIRECTORS TO ISSUE: HYBRID CAPITAL INSTRUMENTS (TIER 1) | Management | For | ||||||||
13.2 | AUTHORISATION TO THE BOARD OF DIRECTORS TO ISSUE: SUBORDINATED DEBT (TIER 2) | Management | For | ||||||||
13.3 | AUTHORISATION TO THE BOARD OF DIRECTORS TO ISSUE: SENIOR NON- PREFERRED DEBT (TIER 3) | Management | For | ||||||||
14 | AUTHORISATION TO THE BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL BY SUBSCRIPTION OF NEW SHARES | Management | For |
GW PHARMACEUTICALS PLC
Security | 36197T103 | Meeting Type | Special |
Ticker Symbol | GWPH | Meeting Date | 23-Apr-2021 |
ISIN | US36197T1034 | Agenda | 935358374 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
C1 | To approve (with or without modification) a scheme of arrangement pursuant to Part 26 of the UK Companies Act 2006 (the "Scheme"). | Management | For | For | For | ||||||
S1 | Special Resolution: To authorize the Board of Directors of GW Pharmaceuticals plc (the "Company") to take all such action to give effect to the Scheme, including the amendments to the Articles of Association of the Company. | Management | For | For | For | ||||||
O1 | Ordinary Resolution: To approve (on a non- binding, advisory basis) certain compensation arrangements that may be paid or become payable to the Company's named executive officers. | Management | For | For | For |
GLU MOBILE INC.
Security | 379890106 | Meeting Type | Special |
Ticker Symbol | GLUU | Meeting Date | 26-Apr-2021 |
ISIN | US3798901068 | Agenda | 935371853 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To adopt the Agreement and Plan of Merger (as it may be amended from time to time, the "Merger Agreement"), dated as of February 8, 2021, by and among Electronic Arts Inc. ("Electronic Arts"), a Delaware corporation, Giants Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of Electronic Arts, and Glu Mobile Inc., a Delaware corporation. | Management | For | 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. | Management | For | For | For | ||||||
3. | To approve the adjournment of the virtual special meeting to a later date or dates, if our board of directors determines that it is necessary or appropriate, and is permitted by the Merger Agreement, to (i) solicit additional proxies if (a) there is not a quorum present or represented by proxy or (b) there are insufficient votes to adopt the Merger Agreement, (ii) give holders of our common stock, par value $0.0001 per share, additional time to evaluate any supplemental or amended disclosure or (iii) otherwise comply with applicable law. | Management | For | For | For |
CERVED GROUP S.P.A.
Security | T2R840120 | Meeting Type | Annual General Meeting |
Ticker Symbol | CERV | Meeting Date | 27-Apr-2021 |
ISIN | IT0005010423 | Agenda | 713908955 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
CMMT | PLEASE NOTE THAT BENEFICIAL OWNER DETAILS IS REQUIRED FOR THIS MEETING. IF NO-BENEFICIAL OWNER DETAILS IS PROVIDED, YOUR INSTRUCTION MAY BE REJECTED. THANK-YOU. | Non-Voting | |||||||||
CMMT | PLEASE NOTE THAT SHAREHOLDER DETAILS ARE REQUIRED TO VOTE AT THIS MEETING. IF-NO SHAREHOLDER DETAILS ARE PROVIDED, YOUR INSTRUCTION MAY CARRY A HEIGHTENED-RISK OF BEING REJECTED. THANK YOU | Non-Voting | |||||||||
CMMT | PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 539105 DUE TO RECEIPT OF-ADDITIONAL RESOLUTION O.1.bis. ALL VOTES RECEIVED ON THE PREVIOUS MEETING-WILL BE DISREGARDED IF VOTE DEADLINE EXTENSIONS ARE GRANTED. THEREFORE PLEASE- REINSTRUCT ON THIS MEETING NOTICE ON THE NEW JOB. IF HOWEVER VOTE DEADLINE- EXTENSIONS ARE NOT GRANTED IN THE MARKET, THIS MEETING WILL BE CLOSED AND-YOUR VOTE INTENTIONS ON THE ORIGINAL MEETING WILL BE APPLICABLE. PLEASE-ENSURE VOTING IS SUBMITTED PRIOR TO CUTOFF ON THE ORIGINAL MEETING, AND AS-SOON AS POSSIBLE ON THIS NEW AMENDED MEETING. THANK YOU | Non-Voting | |||||||||
CMMT | INTERMEDIARY CLIENTS ONLY - PLEASE NOTE THAT IF YOU ARE CLASSIFIED AS AN-INTERMEDIARY CLIENT UNDER THE SHAREHOLDER RIGHTS DIRECTIVE II, YOU SHOULD BE- PROVIDING THE UNDERLYING SHAREHOLDER INFORMATION AT THE VOTE INSTRUCTION-LEVEL. IF YOU ARE UNSURE ON HOW TO PROVIDE THIS LEVEL OF DATA TO BROADRIDGE- OUTSIDE OF PROXYEDGE, PLEASE SPEAK TO YOUR DEDICATED CLIENT SERVICE-REPRESENTATIVE FOR ASSISTANCE | Non-Voting | |||||||||
o.1.a | THE ANNUAL FINANCIAL STATEMENTS AT 31 DECEMBER 2020; PRESENTATION OF THE CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER 2020; THE DIRECTORS', BOARD OF STATUTORY AUDITORS' AND INDEPENDENT AUDITORS' REPORTS: APPROVAL OF THE ANNUAL FINANCIAL STATEMENTS; RELATED AND CONSEQUENT RESOLUTIONS | Management | For | For | For | ||||||
o.1.b | THE ANNUAL FINANCIAL STATEMENTS AT 31 DECEMBER 2020; PRESENTATION OF THE CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER 2020; THE DIRECTORS', BOARD OF STATUTORY AUDITORS' AND INDEPENDENT AUDITORS' REPORTS: ALLOCATION OF THE ANNUAL RESULT; RELATED AND CONSEQUENT RESOLUTIONS | Management | For | For | For | ||||||
o1bis | DISTRIBUTION TO THE SHAREHOLDERS OF AN EXTRAORDINARY DIVIDEND OF EUR0.50 (EURO FIFTY CENTS) FOR EACH OUTSTANDING SHARE, THROUGH THE USE OF THE AVAILABLE RESERVES, EVEN IN THE ABSENCE OF A DISTRIBUTABLE PROFIT; RELATED AND CONSEQUENT RESOLUTIONS | Management | Against | For | Against | ||||||
o.2.a | REPORT ON REMUNERATION POLICY AND FEES PAID PURSUANT TO ARTICLE 123-TER, PARAGRAPHS 3-BIS AND 6 OF LEGISLATIVE DECREE 58/98:BINDING RESOLUTION ON THE FIRST SECTION RELATING TO THE REMUNERATION POLICY, PREPARED PURSUANT TO ARTICLE 123-TER PARAGRAPH 3 OF LEGISLATIVE DECREE 58/98 | Management | For | For | For | ||||||
o.2.b | REPORT ON REMUNERATION POLICY AND FEES PAID PURSUANT TO ARTICLE 123-TER, PARAGRAPHS 3-BIS AND 6 OF LEGISLATIVE DECREE 58/98:NON-BINDING RESOLUTION ON THE SECOND SECTION RELATING TO THE FEES PAID, PREPARED PURSUANT TO ARTICLE 123-TER PARAGRAPH 4 OF LEGISLATIVE DECREE 58/98 | Management | For | For | For | ||||||
o.3 | AUTHORISATION FOR PURCHASE AND DISPOSAL OF TREASURY SHARES, AFTER REVOCATION OF THE PREVIOUS AUTHORISATION GRANTED BY THE SHAREHOLDERS' MEETING ON 20 MAY 2020; RELATED AND CONSEQUENT RESOLUTIONS | Management | For | For | For | ||||||
o.4 | APPOINTMENT OF THE INDEPENDENT AUDITOR FOR THE PERIOD 2023-2031 AND DETERMINATION OF THE FEE. RELATED AND CONSEQUENT RESOLUTIONS | Management | For | For | For |
CUBIC CORPORATION
Security | 229669106 | Meeting Type | Special |
Ticker Symbol | CUB | Meeting Date | 27-Apr-2021 |
ISIN | US2296691064 | Agenda | 935368262 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | Proposal to adopt the Agreement and Plan of Merger, dated as of February 7, 2021 (as may be amended from time to time, the "merger agreement"), by and among Cubic Corporation, a Delaware corporation (the "Company"), Atlas CC Acquisition Corp., a Delaware corporation ("Parent"), and Atlas Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Sub"). | Management | Against | For | Against | ||||||
2. | 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 and that is based on, or otherwise relates to, the merger of Sub with and into the Company, as contemplated by the merger agreement. | Management | Against | For | Against | ||||||
3. | Proposal to adjourn the special meeting from time to time 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 | Against | For | Against |
FIRST CITIZENS BANCSHARES, INC.
Security | 31946M103 | Meeting Type | Annual |
Ticker Symbol | FCNCA | Meeting Date | 27-Apr-2021 |
ISIN | US31946M1036 | Agenda | 935346925 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | |||||||
1. | DIRECTOR | Management | ||||||||||
1 | John M. Alexander, Jr. | Withheld | For | Against | ||||||||
2 | Victor E. Bell III | Withheld | For | Against | ||||||||
3 | Peter M. Bristow | Withheld | For | Against | ||||||||
4 | Hope H. Bryant | Withheld | For | Against | ||||||||
5 | H. Lee Durham, Jr. | Withheld | For | Against | ||||||||
6 | Daniel L. Heavner | Withheld | For | Against | ||||||||
7 | Frank B. Holding, Jr. | Withheld | For | Against | ||||||||
8 | Robert R. Hoppe | Withheld | For | Against | ||||||||
9 | Floyd L. Keels | Withheld | For | Against | ||||||||
10 | Robert E. Mason IV | Withheld | For | Against | ||||||||
11 | Robert T. Newcomb | Withheld | For | Against | ||||||||
2. | Non-binding advisory resolution ("say-on- pay" resolution) to approve compensation paid or provided to BancShares' named executive officers as disclosed in the proxy statement for the Annual Meeting. | Management | Abstain | For | Against | |||||||
3. | Proposal to ratify the appointment of BancShares' independent accountants for 2021. | Management | Abstain | For | Against |
REGAL BELOIT CORPORATION
Security | 758750103 | Meeting Type | Annual |
Ticker Symbol | RBC | Meeting Date | 27-Apr-2021 |
ISIN | US7587501039 | Agenda | 935350051 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1A. | Election of Director for the term expiring in 2022: Jan A. Bertsch | Management | Abstain | For | Against | ||||||
1B. | Election of Director for the term expiring in 2022: Stephen M. Burt | Management | Abstain | For | Against | ||||||
1C. | Election of Director for the term expiring in 2022: Anesa T. Chaibi | Management | Abstain | For | Against | ||||||
1D. | Election of Director for the term expiring in 2022: Christopher L. Doerr | Management | Abstain | For | Against | ||||||
1E. | Election of Director for the term expiring in 2022: Dean A. Foate | Management | Abstain | For | Against | ||||||
1F. | Election of Director for the term expiring in 2022: Michael F. Hilton | Management | Abstain | For | Against | ||||||
1G. | Election of Director for the term expiring in 2022: Louis V. Pinkham | Management | Abstain | For | Against | ||||||
1H. | Election of Director for the term expiring in 2022: Rakesh Sachdev | Management | Abstain | For | Against | ||||||
1I. | Election of Director for the term expiring in 2022: Curtis W. Stoelting | Management | Abstain | For | Against | ||||||
2. | Advisory vote on the compensation of the company's named executive officers as disclosed in the company's proxy statement. | Management | Abstain | For | Against | ||||||
3. | To ratify the selection of Deloitte & Touche LLP as the company's independent registered public accounting firm for the year ending January 1, 2022. | Management | Abstain | For | Against |
CORELOGIC, INC.
Security | 21871D103 | Meeting Type | Special |
Ticker Symbol | CLGX | Meeting Date | 28-Apr-2021 |
ISIN | US21871D1037 | Agenda | 935382046 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | Proposal to adopt the Agreement and Plan of Merger, dated as of February 4, 2021 (as it may be amended from time to time, the "Merger Agreement"), by and among Celestial-Saturn Parent Inc., Celestial- Saturn Merger Sub Inc., and CoreLogic, Inc. | Management | For | For | For | ||||||
2. | Non-binding, advisory proposal to approve compensation that will or may become payable by CoreLogic, Inc. to its named executive officers in connection with the merger contemplated by the Merger Agreement. | Management | For | For | For |
CANTEL MEDICAL CORP.
Security | 138098108 | Meeting Type | Special |
Ticker Symbol | CMD | Meeting Date | 29-Apr-2021 |
ISIN | US1380981084 | Agenda | 935389280 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | Proposal No. 1: Cantel Merger Proposal. To adopt the Agreement and Plan of Merger, dated as of January 12, 2021, as such agreement may be amended from time to time, among Cantel, and STERIS plc, Solar New US Holding Co, LLC, which is referred to as US Holdco, and Crystal Merger Sub 1, LLC, which is referred to as Crystal Merger Sub, as amended on March 1, 2021. | Management | For | For | For | ||||||
2. | Proposal No. 2: Compensation Proposal. To approve, by a non-binding advisory vote, certain compensation that may be paid or become payable to Cantel's named executive officers that is based on or otherwise relates to the Mergers. | Management | For | For | For |
COOPER TIRE & RUBBER COMPANY
Security | 216831107 | Meeting Type | Special |
Ticker Symbol | CTB | Meeting Date | 30-Apr-2021 |
ISIN | US2168311072 | Agenda | 935389254 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | Adopt the Agreement and Plan of Merger, dated as of February 22, 2021, by and among The Goodyear Tire & Rubber Company, Vulcan Merger Sub Inc., a wholly owned subsidiary of The Goodyear Tire & Rubber Company, and Cooper Tire & Rubber Company. | Management | For | For | For | ||||||
2. | Approve, on a non-binding advisory basis, the compensation that may be paid or become payable to Cooper Tire & Rubber Company's named executive officers that is based on or otherwise relates to the merger. | Management | For | For | For | ||||||
3. | Approve the adjournment of the Cooper Tire & Rubber Company special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to adopt the merger agreement. | Management | For | For | For |
BOSTON PRIVATE FINANCIAL HOLDINGS, INC.
Security | 101119105 | Meeting Type | Contested-Special |
Ticker Symbol | BPFH | Meeting Date | 04-May-2021 |
ISIN | US1011191053 | Agenda | 935364276 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | Approve the Agreement and Plan of Merger, dated as of January 4, 2021, as it may be amended from time to time, by and between SVB Financial Group, a Delaware corporation, and Boston Private Financial Holdings, Inc., a Massachusetts corporation (the "merger agreement"). | Management | For | For | For | ||||||
2. | Approve, on an advisory (non-binding) basis, certain compensation arrangements for Boston Private's named executive officers in connection with the merger contemplated by the merger agreement. | Management | For | For | For | ||||||
3. | Adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting or any adjournment or postponement thereof to approve the merger agreement. | Management | For | For | For |
BOSTON PRIVATE FINANCIAL HOLDINGS, INC.
Security | 101119105 | Meeting Type | Contested-Special |
Ticker Symbol | BPFH | Meeting Date | 04-May-2021 |
ISIN | US1011191053 | Agenda | 935364276 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | Approve the Agreement and Plan of Merger, dated as of January 4, 2021, as it may be amended from time to time, by and between SVB Financial Group, a Delaware corporation, and Boston Private Financial Holdings, Inc., a Massachusetts corporation (the "merger agreement"). | Management | For | For | For | ||||||
2. | Approve, on an advisory (non-binding) basis, certain compensation arrangements for Boston Private's named executive officers in connection with the merger contemplated by the merger agreement. | Management | For | For | For | ||||||
3. | Adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting or any adjournment or postponement thereof to approve the merger agreement. | Management | For | For | For |
BOSTON PRIVATE FINANCIAL HOLDINGS, INC.
Security | 101119105 | Meeting Type | Contested-Special |
Ticker Symbol | BPFH | Meeting Date | 04-May-2021 |
ISIN | US1011191053 | Agenda | 935371790 - Opposition |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | The Company's proposal the Agreement and Plan of Merger, dated as of January 4, 2021, as it may be amended from time to time, by and between SVB Financial Group, a Delaware corporation, and Boston Private Financial Holdings, Inc., a Massachusetts corporation. | Management | Against | ||||||||
2. | The Company's proposal to approve, on an advisory (non-binding) basis, certain compensation arrangements for Boston Private's named executive officers in connection with the merger contemplated by the merger agreement. | Management | Against | ||||||||
3. | The Company's proposal to approve an 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 or any adjournment or postponement thereof to approve the merger agreement. | Management | Against |
DIALOG SEMICONDUCTOR PLC
Security | G5821P111 | Meeting Type | Annual General Meeting |
Ticker Symbol | DLG | Meeting Date | 04-May-2021 |
ISIN | GB0059822006 | Agenda | 713744452 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1 | RECEIPT OF THE COMPANY'S REPORT AND ACCOUNTS | Management | For | For | For | ||||||
2 | APPROVAL OF DIRECTORS' REMUNERATION REPORT | Management | For | For | For | ||||||
3 | RE-APPOINTMENT OF DELOITTE LLP AS AUDITOR OF THE COMPANY | Management | For | For | For | ||||||
4 | AUTHORITY TO AGREE THE AUDITOR'S REMUNERATION | Management | For | For | For | ||||||
5 | RE-APPOINTMENT OF ALAN CAMPBELL AS A DIRECTOR OF THE COMPANY | Management | For | For | For | ||||||
6 | RE-APPOINTMENT OF NICHOLAS JEFFERY AS A DIRECTOR OF THE COMPANY | Management | For | For | For | ||||||
7 | RE-APPOINTMENT OF EAMONN O'HARE AS A DIRECTOR OF THE COMPANY | Management | For | For | For | ||||||
8 | DIRECTORS' AUTHORITY TO ALLOT SHARES | Management | For | For | For | ||||||
9 | ADDITIONAL AUTHORITY TO ALLOT SHARES IN CONNECTION WITH A RIGHTS ISSUE | Management | For | For | For | ||||||
10 | DISAPPLICATION OF PRE-EMPTION RIGHTS | Management | For | For | For | ||||||
11 | ADDITIONAL DISAPPLICATION OF PRE- EMPTION RIGHTS | Management | For | For | For | ||||||
12 | AUTHORITY TO ENTER INTO CONTINGENT FORWARD SHARE PURCHASE CONTRACT WITH BARCLAYS BANK PLC | Management | For | For | For | ||||||
13 | AUTHORITY TO ENTER INTO CONTINGENT FORWARD SHARE PURCHASE CONTRACT WITH GOLDMAN SACHS INTERNATIONAL | Management | For | For | For | ||||||
14 | AUTHORITY TO ENTER INTO CONTINGENT FORWARD SHARE PURCHASE CONTRACT WITH HSBC BANK PLC | Management | For | For | For | ||||||
15 | AUTHORITY TO ENTER INTO CONTINGENT FORWARD SHARE PURCHASE CONTRACT WITH MERRILL LYNCH INTERNATIONAL | Management | For | For | For | ||||||
16 | NOTICE PERIOD FOR GENERAL MEETINGS | Management | For | For | For |
AEROJET ROCKETDYNE HOLDINGS, INC.
Security | 007800105 | Meeting Type | Annual |
Ticker Symbol | AJRD | Meeting Date | 05-May-2021 |
ISIN | US0078001056 | Agenda | 935353780 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | |||||||
1 | DIRECTOR | Management | ||||||||||
1 | Gen Kevin P. Chilton | For | For | For | ||||||||
2 | Thomas A. Corcoran | For | For | For | ||||||||
3 | Eileen P. Drake | For | For | For | ||||||||
4 | James R. Henderson | For | For | For | ||||||||
5 | Warren G. Lichtenstein | For | For | For | ||||||||
6 | Gen Lance W. Lord | For | For | For | ||||||||
7 | Audrey A. McNiff | For | For | For | ||||||||
8 | Martin Turchin | For | For | For | ||||||||
2. | Advisory vote to approve Aerojet Rocketdyne's executive compensation. | Management | For | For | For | |||||||
3. | Ratification of the appointment of PricewaterhouseCoopers LLP, an independent registered public accounting firm, as independent auditors of the Company for the year ending December 31, 2021. | Management | For | For | For |
IHS MARKIT LTD
Security | G47567105 | Meeting Type | Annual |
Ticker Symbol | INFO | Meeting Date | 05-May-2021 |
ISIN | BMG475671050 | Agenda | 935359679 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1A. | Election of Director: Lance Uggla | Management | For | For | For | ||||||
1B. | Election of Director: John Browne (The Lord Browne of Madingley) | Management | For | For | For | ||||||
1C. | Election of Director: Dinyar S. Devitre | Management | For | For | For | ||||||
1D. | Election of Director: Ruann F. Ernst | Management | For | For | For | ||||||
1E. | Election of Director: Jacques Esculier | Management | For | For | For | ||||||
1F. | Election of Director: Gay Huey Evans | Management | For | For | For | ||||||
1G. | Election of Director: William E. Ford | Management | For | For | For | ||||||
1H. | Election of Director: Nicoletta Giadrossi | Management | For | For | For | ||||||
1I. | Election of Director: Robert P. Kelly | Management | For | For | For | ||||||
1J. | Election of Director: Deborah Doyle McWhinney | Management | For | For | For | ||||||
1K. | Election of Director: Jean-Paul L. Montupet | Management | For | For | For | ||||||
1L. | Election of Director: Deborah K. Orida | Management | For | For | For | ||||||
1M. | Election of Director: James A. Rosenthal | Management | For | For | For | ||||||
2. | To approve, on an advisory, non-binding basis, the compensation of the Company's named executive officers. | Management | For | For | For | ||||||
3. | To approve the appointment of Ernst & Young LLP as the Company's independent registered public accountants until the close of the next Annual General Meeting of Shareholders and to authorize the Company's Board of Directors, acting by the Audit Committee, to determine the remuneration of the independent registered public accountants. | Management | For | For | For |
PERSPECTA INC.
Security | 715347100 | Meeting Type | Special |
Ticker Symbol | PRSP | Meeting Date | 05-May-2021 |
ISIN | US7153471005 | Agenda | 935389292 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To adopt the Agreement and Plan of Merger, dated as of January 27, 2021, as amended from time to time (the "Merger Agreement"), among (i) Perspecta Inc. (the "Company"), (ii) Jaguar ParentCo Inc., and (iii) Jaguar Merger Sub Inc. ("Merger Sub"), pursuant to which Merger Sub will merge with and into the Company (the "Merger"). | Management | For | For | For | ||||||
2. | To approve, by non-binding, advisory vote, certain compensation arrangements for the Company's named executive officers in connection with the Merger. | Management | For | For | For | ||||||
3. | To approve the adjournment of the Special Meeting, if necessary or appropriate, including adjournment to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to adopt the Merger Agreement. | Management | For | For | For |
CA-IMMOBILIEN-ANLAGEN AG
Security | A1144Q155 | Meeting Type | Ordinary General Meeting |
Ticker Symbol | CAI | Meeting Date | 06-May-2021 |
ISIN | AT0000641352 | Agenda | 713841345 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
CMMT | 12 APR 2021: DELETION OF COMMENT | Non-Voting | |||||||||
CMMT | PLEASE NOTE THAT BENEFICIAL OWNER DETAILS IS REQUIRED FOR THIS MEETING. IF NO-BENEFICIAL OWNER DETAILS IS PROVIDED, YOUR INSTRUCTION MAY BE REJECTED. THANK-YOU. | Non-Voting | |||||||||
CMMT | PLEASE NOTE THAT SHAREHOLDER DETAILS ARE REQUIRED TO VOTE AT THIS MEETING. IF-NO SHAREHOLDER DETAILS ARE PROVIDED, YOUR INSTRUCTION MAY CARRY A HEIGHTENED-RISK OF BEING REJECTED. THANK YOU | Non-Voting | |||||||||
1 | PRESENTATION OF ANNUAL REPORTS | Non-Voting | |||||||||
2 | APPROVAL OF USAGE OF EARNINGS | Management | For | For | For | ||||||
3 | DISCHARGE MGMT BOARD | Management | For | For | For | ||||||
4 | DISCHARGE SUPERVISORY BOARD | Management | For | For | For | ||||||
5 | APPROVAL OF REMUNERATION FOR SUPERVISORY BOARD | Management | For | For | For | ||||||
6 | ELECTION EXTERNAL AUDITOR | Management | For | For | For | ||||||
7 | APPROVAL OF REMUNERATION REPORT | Management | For | For | For | ||||||
8.A | ELECTIONS OF A PERSON TO SUPERVISORY BOARD: TORSTEN HOLLSTEIN | Management | For | For | For | ||||||
8.B | ELECTIONS OF A PERSON TO SUPERVISORY BOARD: FLORIAN KOSCHAT | Management | For | For | For | ||||||
9 | BUYBACK OF OWN SHARES | Management | For | For | For | ||||||
CMMT | 21 APR 2021: PLEASE NOTE THAT THIS IS A REVISION DUE TO DELETION OF COMMENT-AND MODIFICATION TEXT OF RESOLUTIONS 8.1 AND 8.2 AND FURTHER TO ADDITION OF-COMMENT. IF YOU HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT VOTE AGAIN- UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU | Non-Voting | |||||||||
CMMT | 21 APR 2021: INTERMEDIARY CLIENTS ONLY - PLEASE NOTE THAT IF YOU ARE-CLASSIFIED AS AN INTERMEDIARY CLIENT UNDER THE SHAREHOLDER RIGHTS DIRECTIVE-II, YOU SHOULD BE PROVIDING THE UNDERLYING SHAREHOLDER INFORMATION AT THE- VOTE INSTRUCTION LEVEL. IF YOU ARE UNSURE ON HOW TO PROVIDE THIS LEVEL OF-DATA TO BROADRIDGE OUTSIDE OF PROXYEDGE, PLEASE SPEAK TO YOUR DEDICATED-CLIENT SERVICE REPRESENTATIVE FOR ASSISTANCE | Non-Voting |
COHERENT, INC.
Security | 192479103 | Meeting Type | Annual |
Ticker Symbol | COHR | Meeting Date | 06-May-2021 |
ISIN | US1924791031 | Agenda | 935354718 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1A. | Election of Director: Jay T. Flatley | Management | For | For | For | ||||||
1B. | Election of Director: Pamela Fletcher | Management | For | For | For | ||||||
1C. | Election of Director: Andreas W. Mattes | Management | For | For | For | ||||||
1D. | Election of Director: Beverly Kay Matthews | Management | For | For | For | ||||||
1E. | Election of Director: Michael R. McMullen | Management | For | For | For | ||||||
1F. | Election of Director: Garry W. Rogerson | Management | For | For | For | ||||||
1G. | Election of Director: Steve Skaggs | Management | For | For | For | ||||||
1H. | Election of Director: Sandeep Vij | Management | For | For | For | ||||||
2. | To approve our amended and restated Employee Stock Purchase Plan. | Management | For | For | For | ||||||
3. | To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending October 2, 2021. | Management | For | For | For | ||||||
4. | To approve, on a non-binding advisory basis, our named executive officer compensation. | Management | For | For | For |
COOPER TIRE & RUBBER COMPANY
Security | 216831107 | Meeting Type | Annual |
Ticker Symbol | CTB | Meeting Date | 07-May-2021 |
ISIN | US2168311072 | Agenda | 935354275 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | |||||||
1. | DIRECTOR | Management | ||||||||||
1 | Steven M. Chapman | Withheld | For | Against | ||||||||
2 | Susan F. Davis | Withheld | For | Against | ||||||||
3 | Kathryn P. Dickson | Withheld | For | Against | ||||||||
4 | John J. Holland | Withheld | For | Against | ||||||||
5 | Bradley E. Hughes | Withheld | For | Against | ||||||||
6 | Tyrone M. Jordan | Withheld | For | Against | ||||||||
7 | Tracey I. Joubert | Withheld | For | Against | ||||||||
8 | Gary S. Michel | Withheld | For | Against | ||||||||
9 | Brian C. Walker | Withheld | For | Against | ||||||||
2. | To ratify the selection of the Company's independent registered public accounting firm for the year ending December 31, 2021. | Management | Abstain | For | Against | |||||||
3. | To approve, on a non-binding advisory basis, the Company's named executive officer compensation. | Management | Abstain | For | Against |
ENABLE MIDSTREAM PARTNERS LP
Security | 292480100 | Meeting Type | Consent |
Ticker Symbol | ENBL | Meeting Date | 07-May-2021 |
ISIN | US2924801002 | Agenda | 935403662 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | Approve the Agreement and Plan of Merger, dated as of February 16, 2021 (the "merger agreement"), by and among Energy Transfer, Elk Merger Sub LLC ("Merger Sub"), Elk GP Merger Sub LLC, a direct wholly owned subsidiary of Energy Transfer ("GP Merger Sub"), the Partnership, the General Partner, solely for purposes of Section 2.1(a)(i) therein, LE GP, LLC, the sole general partner of Energy Transfer, and solely for purposes of Section 1.1(b)(i) therein, CenterPoint Energy Inc. ("CenterPoint"). | Management | Abstain | For | Against | ||||||
2. | Approve, on a non-binding, advisory basis, the compensation that will or may become payable to the Partnership's named executive officers in connection with the transactions contemplated by the merger agreement. | Management | Abstain | For | Against |
TEGNA INC.
Security | 87901J105 | Meeting Type | Contested-Annual |
Ticker Symbol | TGNA | Meeting Date | 07-May-2021 |
ISIN | US87901J1051 | Agenda | 935375724 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | |||||||
1. | DIRECTOR | Management | ||||||||||
1 | Gina L. Bianchini | Withheld | For | Against | ||||||||
2 | Howard D. Elias | Withheld | For | Against | ||||||||
3 | Stuart J. Epstein | Withheld | For | Against | ||||||||
4 | Lidia Fonseca | Withheld | For | Against | ||||||||
5 | Karen H. Grimes | Withheld | For | Against | ||||||||
6 | David T. Lougee | Withheld | For | Against | ||||||||
7 | Scott K. McCune | Withheld | For | Against | ||||||||
8 | Henry W. McGee | Withheld | For | Against | ||||||||
9 | Susan Ness | Withheld | For | Against | ||||||||
10 | Bruce P. Nolop | Withheld | For | Against | ||||||||
11 | Neal Shapiro | Withheld | For | Against | ||||||||
12 | Melinda C. Witmer | Withheld | For | Against | ||||||||
2. | PROPOSAL TO RATIFY the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the 2021 fiscal year. | Management | Abstain | For | Against | |||||||
3. | PROPOSAL TO APPROVE, ON AN ADVISORY BASIS, the compensation of the Company's named executive officers. | Management | Abstain | For | Against | |||||||
4. | COMPANY PROPOSAL TO APPROVE the Elimination of Supermajority Voting Provisions. | Management | Abstain | For | Against |
TEGNA INC.
Security | 87901J105 | Meeting Type | Contested-Annual |
Ticker Symbol | TGNA | Meeting Date | 07-May-2021 |
ISIN | US87901J1051 | Agenda | 935383240 - Opposition |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | |||||||
1. | DIRECTOR | Management | ||||||||||
1 | Colleen B. Brown | For | ||||||||||
2 | Carlos P. Salas | For | ||||||||||
3 | Elizabeth A. Tumulty | For | ||||||||||
4 | Mgt Nom: G. Bianchini | For | ||||||||||
5 | Mgt Nom: S. Epstein | For | ||||||||||
6 | Mgt Nom: L. Fonseca | For | ||||||||||
7 | Mgt Nom: K. Grimes | For | ||||||||||
8 | Mgt Nom: S. McCune | For | ||||||||||
9 | Mgt Nom: H. McGee | For | ||||||||||
10 | Mgt Nom: S. Ness | For | ||||||||||
11 | Mgt Nom: B. Nolop | For | ||||||||||
12 | Mgt Nom: M. Witmer | For | ||||||||||
2. | Company's proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for fiscal 2021. | Management | For | |||||||||
3. | Company's proposal of an advisory resolution to approve executive compensation. | Management | Against | |||||||||
4. | Company's proposal to eliminate the Supermajority Voting Requirement. | Management | For |
ALEXION PHARMACEUTICALS, INC.
Security | 015351109 | Meeting Type | Special |
Ticker Symbol | ALXN | Meeting Date | 11-May-2021 |
ISIN | US0153511094 | Agenda | 935410124 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To adopt the Agreement and Plan of Merger, dated as of December 12, 2020 (as it may be amended from time to time, the "merger agreement") by and among Alexion, AstraZeneca PLC ("AstraZeneca"), Delta Omega Sub Holdings Inc., a wholly owned subsidiary of AstraZeneca ("Bidco"), Delta Omega Sub Holdings Inc. 1, a direct, wholly owned subsidiary of Bidco and Delta Omega Sub Holdings LLC 2, a direct, wholly owned subsidiary of Bidco (the "merger proposal"). | Management | For | For | For | ||||||
2. | To approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to Alexion's named executive officers that is based on or otherwise relates to the transactions contemplated by the merger agreement. | Management | For | For | For | ||||||
3. | To approve the adjournment of the Alexion special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes at the time of the Alexion special meeting to approve the merger proposal or to ensure that any supplement or amendment to this proxy statement/ prospectus is timely provided to Alexion stockholders. | Management | For | For | For |
WILLIS TOWERS WATSON PLC
Security | G96629103 | Meeting Type | Annual |
Ticker Symbol | WLTW | Meeting Date | 11-May-2021 |
ISIN | IE00BDB6Q211 | Agenda | 935364973 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1A. | Election of Director: Anna C. Catalano | Management | For | For | For | ||||||
1B. | Election of Director: Victor F. Ganzi | Management | For | For | For | ||||||
1C. | Election of Director: John J. Haley | Management | For | For | For | ||||||
1D. | Election of Director: Wendy E. Lane | Management | For | For | For | ||||||
1E. | Election of Director: Brendan R. O'Neill | Management | For | For | For | ||||||
1F. | Election of Director: Jaymin B. Patel | Management | For | For | For | ||||||
1G. | Election of Director: Linda D. Rabbitt | Management | For | For | For | ||||||
1H. | Election of Director: Paul D. Thomas | Management | For | For | For | ||||||
1I. | Election of Director: Wilhelm Zeller | Management | For | For | For | ||||||
2. | Ratify, on an advisory basis, the appointment of (i) Deloitte & Touche LLP to audit our financial statements and (ii) Deloitte Ireland LLP to audit our Irish Statutory Accounts, and authorize, in a binding vote, the Board, acting through the Audit Committee, to fix the independent auditors' remuneration. | Management | For | For | For | ||||||
3. | Approve, on an advisory basis, the named executive officer compensation. | Management | For | For | For | ||||||
4. | Renew the Board's existing authority to issue shares under Irish law. | Management | For | For | For | ||||||
5. | Renew the Board's existing authority to opt out of statutory pre-emption rights under Irish law. | Management | For | For | For |
CHAMPIONX CORPORATION
Security | 15872M104 | Meeting Type | Annual |
Ticker Symbol | CHX | Meeting Date | 12-May-2021 |
ISIN | US15872M1045 | Agenda | 935367513 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | |||||||
1. | DIRECTOR | Management | ||||||||||
1 | S. Somasundaram | Withheld | For | Against | ||||||||
2 | Stephen K. Wagner | Withheld | For | Against | ||||||||
2. | Ratification of the Appointment of PricewaterhouseCoopers LLP as Our Independent Registered Public Accounting Firm for 2021. | Management | Abstain | For | Against | |||||||
3. | Advisory Vote to Approve the Compensation of ChampionX's Named Executive Officers for 2020. | Management | Abstain | For | Against | |||||||
4. | Approval of the Amended and Restated 2018 Equity and Cash Incentive Plan. | Management | Abstain | For | Against |
FORTERRA, INC.
Security | 34960W106 | Meeting Type | Annual |
Ticker Symbol | FRTA | Meeting Date | 12-May-2021 |
ISIN | US34960W1062 | Agenda | 935400678 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | |||||||
1. | DIRECTOR | Management | ||||||||||
1 | Chris Meyer | For | For | For | ||||||||
2 | R. "Chip" Cammerer, Jr. | For | For | For | ||||||||
3 | Rafael Colorado | For | For | For | ||||||||
4 | Maureen Harrell | For | For | For | ||||||||
5 | Chad Lewis | For | For | For | ||||||||
6 | Karl H. Watson, Jr. | For | For | For | ||||||||
2. | To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2021. | Management | For | For | For | |||||||
3. | To approve, on an advisory basis, the compensation of our named executive officers. | Management | For | For | For |
FLIR SYSTEMS, INC.
Security | 302445101 | Meeting Type | Special |
Ticker Symbol | FLIR | Meeting Date | 13-May-2021 |
ISIN | US3024451011 | Agenda | 935403624 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To adopt the Agreement and Plan of Merger by and among Teledyne Technologies Incorporated ("Teledyne"), Firework Merger Sub I, Inc. ("Merger Sub I"), Firework Merger Sub II, LLC ("Merger Sub II"), and FLIR Systems, Inc. ("FLIR"), pursuant to which Merger Sub I will merge with and into FLIR, with FLIR surviving, and immediately thereafter FLIR will merge with and into Merger Sub II ("Mergers"), with Merger Sub II surviving and continuing as a wholly owned subsidiary of Teledyne ("FLIR Merger Proposal"). | Management | For | For | For | ||||||
2. | To approve, on a non-binding, advisory basis, the compensation that will or may become payable to FLIR's named executive officers in connection with the Mergers. | Management | For | For | For | ||||||
3. | To approve one or more adjournments of the special meeting of stockholders of FLIR, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the FLIR Merger Proposal at the time of the special meeting. | Management | For | For | For |
AEGION CORPORATION
Security | 00770F104 | Meeting Type | Special |
Ticker Symbol | AEGN | Meeting Date | 14-May-2021 |
ISIN | US00770F1049 | Agenda | 935386816 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To adopt the Agreement and Plan of Merger, dated February 16, 2021 and amended March 13, 2021 (the "merger agreement"), among Carter Intermediate, Inc., Carter Acquisition, Inc. ("Merger Sub") and Aegion Corporation, pursuant to which Merger Sub will merge with and into Aegion Corporation (the "merger"). | Management | Against | For | Against | ||||||
2. | To approve, on a non-binding advisory basis, specified compensation that may be paid or become payable to Aegion Corporation's named executive officers in connection with the merger and contemplated by the merger agreement. | Management | Against | For | Against | ||||||
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 | For |
CALLAWAY GOLF COMPANY
Security | 131193104 | Meeting Type | Annual |
Ticker Symbol | ELY | Meeting Date | 19-May-2021 |
ISIN | US1311931042 | Agenda | 935367739 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1a. | Election of Director: Oliver G. (Chip) Brewer III | Management | Abstain | For | Against | ||||||
1b. | Election of Director: Erik J Anderson | Management | Abstain | For | Against | ||||||
1c. | Election of Director: Samuel H. Armacost | Management | Abstain | For | Against | ||||||
1d. | Election of Director: Scott H. Baxter | Management | Abstain | For | Against | ||||||
1e. | Election of Director: Thomas G. Dundon | Management | Abstain | For | Against | ||||||
1f. | Election of Director: Laura J. Flanagan | Management | Abstain | For | Against | ||||||
1g. | Election of Director: Russell L. Fleischer | Management | Abstain | For | Against | ||||||
1h. | Election of Director: John F. Lundgren | Management | Abstain | For | Against | ||||||
1i. | Election of Director: Scott M. Marimow | Management | Abstain | For | Against | ||||||
1j. | Election of Director: Adebayo O. Ogunlesi | Management | Abstain | For | Against | ||||||
1k. | Election of Director: Linda B. Segre | Management | Abstain | For | Against | ||||||
1l. | Election of Director: Anthony S. Thornley | Management | Abstain | For | Against | ||||||
2. | To ratify, on an advisory basis, the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2021. | Management | Abstain | For | Against | ||||||
3. | To approve, on an advisory basis, the compensation of the Company's named executive officers. | Management | Abstain | For | Against | ||||||
4. | To approve an amendment to the Company's Restated Certificate of Incorporation to increase the authorized number of shares of common stock from 240,000,000 to 360,000,000. | Management | Abstain | For | Against |
CINEPLEX INC.
Security | 172454100 | Meeting Type | Annual |
Ticker Symbol | CPXGF | Meeting Date | 19-May-2021 |
ISIN | CA1724541000 | Agenda | 935391552 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1A | Election of Director: Jordan Banks | Management | For | For | For | ||||||
1B | Election of Director: Robert Bruce | Management | For | For | For | ||||||
1C | Election of Director: Joan Dea | Management | For | For | For | ||||||
1D | Election of Director: Janice Fukakusa | Management | For | For | For | ||||||
1E | Election of Director: Donna Hayes | Management | For | For | For | ||||||
1F | Election of Director: Ellis Jacob | Management | For | For | For | ||||||
1G | Election of Director: Sarabjit Marwah | Management | For | For | For | ||||||
1H | Election of Director: Nadir Mohamed | Management | For | For | For | ||||||
1I | Election of Director: Phyllis Yaffe | Management | For | For | For | ||||||
02 | The appointment of PricewaterhouseCoopers LLP as auditors of the Corporation and the authorization of the directors to fix their remuneration; | Management | For | For | For | ||||||
03 | Non-binding say-on-pay advisory resolution set forth in the accompanying management information circular on the Corporation's approach to executive compensation. | Management | For | For | For |
BOINGO WIRELESS, INC.
Security | 09739C102 | Meeting Type | Special |
Ticker Symbol | WIFI | Meeting Date | 01-Jun-2021 |
ISIN | US09739C1027 | Agenda | 935427662 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To adopt the Merger Agreement and Plan of Merger, dated as of February 26, 2021, by and among White Sands Parent, Inc., White Sands Bidco, Inc., and Boingo Wireless, Inc., as it may be amended from time to time. | Management | For | 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 adopt the Merger Agreement at the time of the Special Meeting. | Management | For | For | For | ||||||
3. | To approve, by non-binding, advisory vote, compensation that will or may become payable by Boingo Wireless, Inc. to its named executive officers in connection with the merger. | Management | For | For | For |
FLY LEASING LTD
Security | 34407D109 | Meeting Type | Special |
Ticker Symbol | FLY | Meeting Date | 10-Jun-2021 |
ISIN | US34407D1090 | Agenda | 935439679 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To approve amendment of bye-law 73 of the existing bye-laws of the Company by replacing the existing bye-law 73 with the following new bye-law 73 (the "Bye-Law Proposal"): "73. AMALGAMATIONS OR MERGERS, 73.1. Subject to Bye-law 73.2, the Company shall not engage in any amalgamation or merger unless such amalgamation or merger has been approved by a resolution of the Members including the affirmative votes of at least 66% of all votes attaching to all shares in issue entitling the holder ...(due to space limits, see proxy material for full proposal). | Management | For | For | For | ||||||
2. | To approve (i) the merger of Carlyle Aviation Elevate Merger Subsidiary Ltd. ("Merger Sub") with and into the Company (the "Merger"), whereby upon the effectiveness of the Merger, the corporate existence of Merger Sub shall cease, and the Company shall continue as the surviving company in the Merger and a wholly-owned, direct subsidiary of Carlyle Aviation Elevate Ltd. ("Parent"); (ii) the agreement and plan of merger, dated as of March 27, 2021, as may be amended from time to time (the "Merger ...(due to space limits, see proxy material for full proposal). | Management | For | For | For | ||||||
3. | To approve the adjournment of the special meeting as the chairman of the special meeting determines in accordance with the bye-laws of the Company in order for the Company to take such actions as the Board may determine as are 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 (the "Adjournment Proposal"). | Management | For | For | For |
GRUBHUB INC.
Security | 400110102 | Meeting Type | Special |
Ticker Symbol | GRUB | Meeting Date | 10-Jun-2021 |
ISIN | US4001101025 | Agenda | 935439580 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To adopt the Agreement and Plan of Merger, dated as of 10 June 2020, as amended by the First Amendment to the Agreement and Plan of Merger, dated as of 4 September 2020, as further amended by the Second Amendment to the Agreement and Plan of Merger, dated as of 12 March 2021, and as it may be further amended from time to time (the "Merger Agreement"), by and among Grubhub Inc. ("Grubhub"), Just Eat Takeaway.com N.V., Checkers Merger Sub I, Inc. and Checkers Merger Sub II, Inc. (such proposal, the "Merger Agreement Proposal"). | Management | For | For | For | ||||||
2. | To approve, by a non-binding, advisory vote, certain compensation that may be paid or become payable to named executive officers of Grubhub in connection with the transactions contemplated by the Merger Agreement. | Management | For | For | For | ||||||
3. | To adjourn the Special Meeting of the Stockholders of Grubhub (the "Grubhub Stockholder 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 Grubhub Stockholder Meeting to approve the Merger Agreement Proposal. | Management | For | For | For |
LEAF GROUP LTD.
Security | 52177G102 | Meeting Type | Special |
Ticker Symbol | LEAF | Meeting Date | 10-Jun-2021 |
ISIN | US52177G1022 | Agenda | 935436635 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To consider and vote on a proposal to adopt the Agreement and Plan of Merger, dated as of April 3, 2021 as it may be amended, supplemented or otherwise modified from time to time (referred to as the "merger agreement"), by and among Leaf Group Ltd. (referred to as the "Company"), Graham Holdings Company, a Delaware corporation (referred to as "Parent"), and Pacifica Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (referred to as the "merger subsidiary") (referred to as the "merger proposal"). | Management | For | For | For | ||||||
2. | To consider and vote on a non-binding, advisory proposal to approve the compensation that may be paid or may become payable to the Company's named executive officers in connection with the merger of the merger subsidiary with and into the Company pursuant to the merger agreement (referred to as the "advisory, non-binding compensation proposal"). | Management | For | For | For | ||||||
3. | To consider and vote on a proposal to adjourn or postpone the special meeting of the Company's stockholders (referred to as the "special meeting") to a later date or time, if necessary or appropriate as determined by the Company, to solicit additional proxies if there are insufficient votes at the time of the special meeting or any adjournment or postponement thereof to approve the merger proposal. | Management | For | For | For |
TIKKURILA OYJ
Security | X90959101 | Meeting Type | Annual General Meeting |
Ticker Symbol | TIK1V | Meeting Date | 10-Jun-2021 |
ISIN | FI4000008719 | Agenda | 714202455 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
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 | |||||||||
CMMT | PLEASE NOTE THAT SHAREHOLDER DETAILS ARE REQUIRED TO VOTE AT THIS MEETING. IF-NO SHAREHOLDER DETAILS ARE PROVIDED, YOUR INSTRUCTION MAY CARRY A HEIGHTENED-RISK OF BEING REJECTED. THANK YOU | Non-Voting | |||||||||
CMMT | PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 581297 DUE TO RESOLUTION-16 IS SINGLE VOTABLE ITEM. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE- DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK-YOU. | Non-Voting | |||||||||
CMMT | INTERMEDIARY CLIENTS ONLY - PLEASE NOTE THAT IF YOU ARE CLASSIFIED AS AN-INTERMEDIARY CLIENT UNDER THE SHAREHOLDER RIGHTS DIRECTIVE II, YOU SHOULD BE- PROVIDING THE UNDERLYING SHAREHOLDER INFORMATION AT THE VOTE INSTRUCTION-LEVEL. IF YOU ARE UNSURE ON HOW TO PROVIDE THIS LEVEL OF DATA TO BROADRIDGE- OUTSIDE OF PROXYEDGE, PLEASE SPEAK TO YOUR DEDICATED CLIENT SERVICE-REPRESENTATIVE FOR ASSISTANCE | Non-Voting | |||||||||
1 | OPENING OF THE MEETING | Non-Voting | |||||||||
2 | CALLING THE MEETING TO ORDER | Non-Voting | |||||||||
3 | ELECTION OF PERSON 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 ADOPTION OF THE LIST OF VOTES | Non-Voting | |||||||||
6 | PRESENTATION OF THE FINANCIAL STATEMENTS, THE CONSOLIDATED FINANCIAL-STATEMENTS, THE BOARD OF DIRECTORS' REPORT, AND THE AUDITOR'S REPORT FOR 2020 | Non-Voting | |||||||||
7 | ADOPTION OF THE FINANCIAL STATEMENTS AND THE CONSOLIDATED FINANCIAL STATEMENT | Management | For | For | For | ||||||
8 | DUE TO THE ONGOING TENDER OFFER FOR ALL THE ISSUED AND OUTSTANDING SHARES OF THE COMPANY BY PPG INDUSTRIES, INC., THE BOARD OF DIRECTORS PROPOSES THAT TIKKURILA'S ANNUAL GENERAL MEETING DECIDES THAT NO DIVIDEND BE PAID FROM THE FINANCIAL YEAR 2020 RESOLUTION ON THE USE OF THE PROFIT SHOWN ON THE BALANCE SHEET AND THE PAYMENT OF DIVIDEND | Management | For | For | For | ||||||
9 | RESOLUTION ON THE DISCHARGE OF THE MEMBERS OF THE BOARD OF DIRECTORS AND THE CEO FROM LIABILITY | Management | For | For | For | ||||||
10 | THE BOARD OF DIRECTORS PROPOSES THAT THE ANNUAL GENERAL MEETING ADOPTS THE REMUNERATION REPORT FOR THE YEAR 2020 ADOPTION OF THE REMUNERATION REPORT FOR GOVERNING BODIES | Management | For | For | For | ||||||
11 | THE NOMINATION BOARD PROPOSES TO THE ANNUAL GENERAL MEETING THAT THE REMUNERATION OF THE MEMBERS OF THE BOARD OF DIRECTORS WOULD REMAIN UNCHANGED AND THAT THE ANNUAL REMUNERATION WOULD BE: EUR 64,000 FOR THE CHAIRMAN, EUR 40,000 FOR THE VICE CHAIRMAN OF THE BOARD OF DIRECTORS AND THE | Management | For | For | For | ||||||
CHAIRMAN OF THE AUDIT COMMITTEE, AND EUR 32,000 FOR OTHER MEMBERS OF THE BOARD OF DIRECTORS. THE ANNUAL REMUNERATION IS PAID FULLY IN CASH. RESOLUTION ON THE REMUNERATION OF THE MEMBERS OF THE BOARD OF DIRECTORS | |||||||||||
12 | THE NOMINATION BOARD PROPOSES TO THE ANNUAL GENERAL MEETING THAT THE NUMBER OF THE MEMBERS OF THE BOARD OF DIRECTORS TO BE ELECTED BE SEVEN (7). RESOLUTION ON THE NUMBER OF MEMBERS OF THE BOARD OF DIRECTORS | Management | For | For | For | ||||||
13 | THE NOMINATION BOARD PROPOSES TO THE ANNUAL GENERAL MEETING THAT THE PRESENT MEMBERS LARS PETER LINDFORS, RIITTA MYNTTINEN, JARI PAASIKIVI, ANDREY PANTYUKHOV, CATHERINE SAHLGREN, PETTERI WALLD N AND HEIKKI WESTERLUND WOULD BE RE-ELECTED FOR A TERM ENDING AT THE CLOSURE OF THE NEXT ANNUAL GENERAL MEETING, UNLESS THE CONDITIONAL RESOLUTION PROPOSED UNDER ITEM 16 BECOMES EFFECTIVE AT AN EARLIER DATE WITH RESPECT TO THE TERM OF ANY SUCH BOARD MEMBERS. ELECTION OF MEMBERS, CHAIRMAN AND VICE CHAIRMAN OF THE BOARD OF DIRECTORS | Management | For | For | For | ||||||
14 | THE BOARD OF DIRECTORS PROPOSES TO THE ANNUAL GENERAL MEETING, ON THE RECOMMENDATION OF THE AUDIT COMMITTEE, THAT THE AUDITOR'S FEES BE PAID AGAINST AN INVOICE APPROVED BY THE COMPANY. RESOLUTION ON THE REMUNERATION OF THE AUDITOR | Management | For | For | For | ||||||
15 | THE BOARD OF DIRECTORS PROPOSES TO THE ANNUAL GENERAL MEETING, ON THE RECOMMENDATION OF THE AUDIT COMMITTEE, THAT THE AUTHORIZED PUBLIC ACCOUNTANT FIRM ERNST & YOUNG OY BE RE- ELECTED AS THE COMPANY'S AUDITOR FOR THE TERM THAT ENDS AT THE END OF THE NEXT ANNUAL GENERAL MEETING. ERNST & YOUNG OY HAS INFORMED THAT APA ANTTI SUOMINEN WILL ACT AS THE PRINCIPAL AUDITOR ELECTION OF THE AUDITOR | Management | For | For | For | ||||||
16 | DUE TO THE PENDING TENDER OFFER, THE NOMINATION BOARD PROPOSES THAT THE ANNUAL GENERAL MEETING RESOLVES CONDITIONALLY ON THE MATTERS SET FORTH IN ITEMS 16 (A) - (B) BELOW. THE PROPOSALS OF THE NOMINATION BOARD SET FORTH IN ITEMS 16 (A) - (B) BELOW FORM AN ENTIRETY THAT REQUIRES THE ADOPTION OF ALL ITS INDIVIDUAL ITEMS BY A SINGLE DECISION CONDITIONAL RESOLUTIONS RELATING TO THE BOARD OF DIRECTORS | Management | For | For | For | ||||||
17 | DUE TO THE ONGOING THE TENDER OFFER, THE BOARD OF DIRECTORS PROPOSES TO THE ANNUAL GENERAL MEETING THAT THE ANNUAL GENERAL MEETING DECIDES TO DISBAND THE NOMINATION BOARD, SUCH RESOLUTION BEING CONDITIONAL AND BECOMING EFFECTIVE UPON PPG INDUSTRIES, INC. OR ITS SUBSIDIARY OBTAINING MORE THAN NINETY (90) PERCENT OF ALL THE SHARES AND VOTING RIGHTS ATTACHED TO THE SHARES AND THE SUBSEQUENT REGISTRATION OF THE RIGHT AND OBLIGATION OF PPG INDUSTRIES, INC. OR ITS SUBSIDIARY TO REDEEM MINORITY SHARES WITH THE FINNISH TRADE REGISTER. CONDITIONAL RESOLUTION RELATING TO THE DISBANDMENT OF THE NOMINATION BOARD | Management | For | For | For | ||||||
18 | THE BOARD OF DIRECTORS PROPOSES THAT THE ANNUAL GENERAL MEETING AUTHORIZE THE BOARD OF DIRECTORS TO DECIDE UPON THE REPURCHASE OF A MAXIMUM 4,400,000 OF THE COMPANY'S OWN SHARES WITH ASSETS PERTAINING TO THE COMPANY'S UNRESTRICTED EQUITY IN ONE OR SEVERAL TRANCHES. AUTHORIZING THE BOARD OF DIRECTORS TO DECIDE ON THE REPURCHASE OF THE COMPANY'S OWN SHARES | Management | For | For | For | ||||||
19 | THE BOARD OF DIRECTORS PROPOSES THAT THE ANNUAL GENERAL MEETING AUTHORIZE THE BOARD OF DIRECTORS TO DECIDE TO TRANSFER THE COMPANY'S OWN SHARES HELD BY THE COMPANY OR TO ISSUE NEW SHARES IN ONE OR SEVERAL TRANCHES LIMITED TO A MAXIMUM OF 4,400,000 SHARES AUTHORIZING THE BOARD OF DIRECTORS TO DECIDE ON THE ISSUANCE OF SHARES | Management | For | For | For | ||||||
20 | CLOSING OF THE MEETING | Non-Voting |
EXTENDED STAY AMERICA, INC.
Security | 30224P200 | Meeting Type | Special |
Ticker Symbol | STAY | Meeting Date | 11-Jun-2021 |
ISIN | US30224P2002 | Agenda | 935422345 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To adopt the merger agreement and approve the mergers and the other transactions contemplated by the merger agreement. | Management | For | 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 that is based on or otherwise relates to the mergers. | Management | For | For | For | ||||||
3. | To approve, any adjournment of the meeting for the purpose of soliciting additional proxies. | Management | For | For | For |
EXTENDED STAY AMERICA, INC.
Security | 30224P211 | Meeting Type | Special |
Ticker Symbol | STAY | Meeting Date | 11-Jun-2021 |
ISIN | Agenda | 935422357 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | Proposal to adopt the merger agreement and approve the mergers and the other transactions contemplated by the merger agreement. | Management | For | For | For | ||||||
2. | Proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to Hospitality's named executive officers that is based on or otherwise relates to the mergers. | Management | For | For | For |
EXTENDED STAY AMERICA, INC.
Security | 30224P200 | Meeting Type | Contested-Special |
Ticker Symbol | STAY | Meeting Date | 11-Jun-2021 |
ISIN | US30224P2002 | Agenda | 935435772 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To adopt the merger agreement and approve the mergers and the other transactions contemplated by the merger agreement. | Management | For | 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 that is based on or otherwise relates to the mergers. | Management | For | For | For | ||||||
3. | To approve, any adjournment of the meeting for the purpose of soliciting additional proxies. | Management | For | For | For |
EXTENDED STAY AMERICA, INC.
Security | 30224P200 | Meeting Type | Contested-Special |
Ticker Symbol | STAY | Meeting Date | 11-Jun-2021 |
ISIN | US30224P2002 | Agenda | 935435784 - Opposition |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | STAY's Merger Agreement Proposal | Management | Against | ||||||||
2. | STAY's Compensation Proposal | Management | Against | ||||||||
3. | STAY's Adjournment Proposal | Management | Against |
NUANCE COMMUNICATIONS, INC.
Security | 67020Y100 | Meeting Type | Special |
Ticker Symbol | NUAN | Meeting Date | 15-Jun-2021 |
ISIN | US67020Y1001 | Agenda | 935445406 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To adopt the Agreement and Plan of Merger, dated as of April 11, 2021, by and among Microsoft Corporation, Big Sky Merger Sub Inc. ("Sub") and Nuance Communications, Inc. (the "Company"), pursuant to which Sub will merge with and into the Company (the "Merger"). | Management | For | For | For | ||||||
2. | To approve, by means of a non-binding, advisory vote, compensation that will or may become payable to the Company's named executive officers in connection with the Merger. | Management | For | For | For |
PRA HEALTH SCIENCES, INC.
Security | 69354M108 | Meeting Type | Special |
Ticker Symbol | PRAH | Meeting Date | 15-Jun-2021 |
ISIN | US69354M1080 | Agenda | 935427650 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To adopt the Agreement and Plan of Merger, dated as of February 24, 2021, by and among ICON plc ("ICON"), PRA Health Sciences, Inc. ("PRA"), ICON US Holdings Inc., a wholly owned subsidiary of ICON ("US HoldCo"), and Indigo Merger Sub, Inc., a wholly owned subsidiary of ICON and US HoldCo (such agreement, as it may be amended from time to time, the "merger agreement" and such proposal, the "PRA merger agreement proposal"). | Management | For | For | For | ||||||
2. | To approve, on an advisory (non-binding) basis, the executive officer compensation that will or may be paid to PRA's named executive officers that is based on or otherwise relates to the transactions contemplated by the merger agreement (the "PRA compensation proposal"). | Management | For | For | For | ||||||
3. | To approve the adjournment of the PRA stockholder meeting to solicit additional proxies if there are not sufficient votes at the time of the PRA stockholder meeting to approve the PRA merger agreement proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to PRA stockholders (the "PRA adjournment proposal"). | Management | For | For | For |
GRUBHUB INC.
Security | 400110102 | Meeting Type | Annual |
Ticker Symbol | GRUB | Meeting Date | 18-Jun-2021 |
ISIN | US4001101025 | Agenda | 935421076 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | |||||||
1. | DIRECTOR | Management | ||||||||||
1 | Katrina Lake | Withheld | For | Against | ||||||||
2 | Matthew Maloney | Withheld | For | Against | ||||||||
3 | Brian McAndrews | Withheld | For | Against | ||||||||
2. | Ratification of the appointment of Crowe LLP as Grubhub Inc.'s independent registered accounting firm for the fiscal year ending December 31, 2021. | Management | Abstain | For | Against | |||||||
3. | Advisory vote to approve named executive officer compensation. | Management | Abstain | For | Against |
LUMINEX CORPORATION
Security | 55027E102 | Meeting Type | Special |
Ticker Symbol | LMNX | Meeting Date | 21-Jun-2021 |
ISIN | US55027E1029 | Agenda | 935446193 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To adopt the Agreement and Plan of Merger, dated as of April 11, 2021, as it may be amended, supplemented or modified from time to time, by and among Luminex Corporation, DiaSorin S.p.A., and Diagonal Subsidiary Inc. and approve the Merger. | Management | For | For | For | ||||||
2. | To adjourn the Special Meeting, if necessary and for a minimum period of time reasonable under the circumstances, to ensure that any necessary supplement or amendment to the proxy statement is provided to the stockholders of Luminex Corporation a reasonable amount of time in advance of the Special Meeting, or 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 and approve the Merger. | Management | For | For | For | ||||||
3. | To approve, by non-binding, advisory vote, the compensation that will or may be paid or become payable to Luminex Corporation's named executive officers that is based on or otherwise relates to the Merger. | Management | For | For | For |
COHERENT, INC.
Security | 192479103 | Meeting Type | Special |
Ticker Symbol | COHR | Meeting Date | 24-Jun-2021 |
ISIN | US1924791031 | Agenda | 935434578 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To adopt the Agreement and Plan of Merger, dated as of March 25, 2021, by and among Coherent, Inc., II-VI Incorporated and Watson Merger Sub Inc. (the "merger agreement"). | Management | For | For | For | ||||||
2. | To approve, on an advisory (non-binding) basis, the executive officer compensation that will or may be paid to Coherent's named executive officers in connection with the transactions contemplated by the merger agreement. | Management | For | For | For | ||||||
3. | To adjourn Coherent's special meeting of stockholders (the "Special Meeting"), if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, there are not sufficient votes to approve the Coherent merger proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to Coherent stockholders. | Management | For | For | For |
COHERENT, INC.
Security | 192479103 | Meeting Type | Special |
Ticker Symbol | COHR | Meeting Date | 24-Jun-2021 |
ISIN | US1924791031 | Agenda | 935443008 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To adopt the Agreement and Plan of Merger, dated as of March 25, 2021, by and among Coherent, Inc., II-VI Incorporated and Watson Merger Sub Inc. (the "merger agreement"). | Management | For | For | For | ||||||
2. | To approve, on an advisory (non-binding) basis, the executive officer compensation that will or may be paid to Coherent's named executive officers in connection with the transactions contemplated by the merger agreement. | Management | For | For | For | ||||||
3. | To adjourn Coherent's special meeting of stockholders (the "Special Meeting"), if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, there are not sufficient votes to approve the Coherent merger proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to Coherent stockholders. | Management | For | For | For |
PHOTON CONTROL INC.
Security | 719360109 | Meeting Type | Annual and Special Meeting |
Ticker Symbol | POCEF | Meeting Date | 29-Jun-2021 |
ISIN | CA7193601092 | Agenda | 935454710 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1 | DIRECTOR | Management | |||||||||
1 Charles F. Cargile | For | For | For | ||||||||
2 Nigel Hunton | For | For | For | ||||||||
3 Michele Klein | For | For | For | ||||||||
4 D. Neil McDonnell | For | For | For | ||||||||
5 Ronan McGrath | For | For | For | ||||||||
2 | Re-appointment of KPMG LLP as auditors of the Company for the ensuing year and authorizing the Directors to fix their remuneration. | Management | For | For | For | ||||||
3 | To consider and, if thought fit, pass, with or without amendment, a special resolution approving an arrangement involving the Company and 1302998 B.C. Ltd., an indirect, wholly owned subsidiary of MKS Instruments, Inc., under Division 5 of Part 9 of the Business Corporations Act (British Columbia), the full text of which resolution is set forth in Appendix "A" to the accompanying management information circular. | Management | For | For | For |
TALEND S.A.
Security | 874224207 | Meeting Type | Annual |
Ticker Symbol | TLND | Meeting Date | 29-Jun-2021 |
ISIN | US8742242071 | Agenda | 935441458 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
O1 | To ratify the provisional appointment of Ms. Elissa Fink as Director. | Management | For | For | For | ||||||
O2 | To ratify the provisional appointment of Mr. Ryan Kearny as Director. | Management | For | For | For | ||||||
O3 | To renew the term of office of Mr. Ryan Kearny as Director. | Management | For | For | For | ||||||
O4 | To renew the term of office of Mr. Patrick Jones as Director. | Management | For | For | For | ||||||
O5 | To renew the term of office of Ms. Christal Bemont as Director. | Management | For | For | For | ||||||
O6 | To approve, on an advisory basis, the compensation of our named executive officers. | Management | For | For | For | ||||||
O7 | To approve the statutory financial statements for the year ended December 31, 2020. | Management | For | For | For | ||||||
O8 | To allocate earnings for the year ended December 31, 2020. | Management | For | For | For | ||||||
O9 | To approve the consolidated financial statements for the year ended December 31, 2020 prepared in accordance with IFRS. | Management | For | For | For | ||||||
O10 | To approve an indemnification agreement entered into with Ms. Elissa Fink (agreement referred to in Articles L. 225-38 et seq. of the French Commercial Code). | Management | For | For | For | ||||||
O11 | To approve an indemnification agreement entered into with Mr. Ryan Kearny (agreement referred to in Articles L. 225-38 et seq. of the French Commercial Code). | Management | For | For | For | ||||||
O12 | To approve a consulting agreement entered into with Mr. Michael Tuchen (agreement referred to in Articles L. 225-38 et seq. of the French Commercial Code). | Management | For | For | For | ||||||
O13 | To approve a separation agreement and release entered into with Mr. Laurent Bride (agreement referred to in Articles L.225-38 et seq. of the French Commercial Code). | Management | For | For | For | ||||||
O14 | To ratify the selection of KPMG LLP as the independent registered public accountant for the Company for the fiscal year ending December 31, 2021 with respect to the Company's financial statements prepared in accordance with generally accepted accounting principles in the United States for SEC reporting purposes. | Management | For | For | For | ||||||
E15 | To delegate authority to the board of directors to grant existing and/or newly issued free shares of the Company to all or certain employees and/or all or certain corporate officers of the Company or companies in the group, in accordance with the provisions of Articles L. 225-197-1 et seq. of the French Commercial Code. | Management | For | For | For | ||||||
E16 | To delegate authority to the board of directors to issue share warrants (bons de souscription d'actions), without shareholders' preferential subscription right, for the benefit of a category of persons meeting certain characteristics. | Management | For | For | For | ||||||
E17 | To delegate authority to the board of directors to grant options to subscribe for new ordinary shares or options to purchase ordinary shares of the Company, pursuant to the provisions of Articles L. 225-177 et seq. of the French Commercial Code to all or certain employees and/or all or certain corporate officers of the Company or companies in the group, in accordance with the provisions of Articles L. 225-180 et seq. of the French Commercial Code. | Management | For | For | For | ||||||
E18 | To limit the amount of issues under Proposal Nos. 15, 16 and 17. | Management | For | For | For | ||||||
E19 | To delegate authority to the board of directors to increase the share capital by way of the issue of shares of the Company to participants in a company savings plan (plan d'épargned'entreprise) established in accordance with Articles L. 3332-1et seq. of the French Labor Code. | Management | For | For | For |
SUEZ SA
Security | F6327G101 | Meeting Type | Ordinary General Meeting |
Ticker Symbol | SEV | Meeting Date | 30-Jun-2021 |
ISIN | FR0010613471 | Agenda | 714038444 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
CMMT | THE FOLLOWING APPLIES TO SHAREHOLDERS THAT DO NOT HOLD SHARES DIRECTLY WITH A-FRENCH CUSTODIAN: PROXY CARDS: VOTING INSTRUCTIONS WILL BE FORWARDED TO THE-GLOBAL CUSTODIANS ON THE VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED-INTERMEDIARY, THE GLOBAL CUSTODIANS WILL SIGN THE PROXY CARDS AND FORWARD-THEM TO THE LOCAL CUSTODIAN. IF YOU REQUEST MORE INFORMATION, PLEASE CONTACT-YOUR CLIENT REPRESENTATIVE | Non-Voting | |||||||||
CMMT | FOLLOWING CHANGES IN THE FORMAT OF PROXY CARDS FOR FRENCH MEETINGS, ABSTAIN-IS NOW A VALID VOTING OPTION. FOR ANY ADDITIONAL ITEMS RAISED AT THE MEETING-THE VOTING OPTION WILL DEFAULT TO 'AGAINST', OR FOR POSITIONS WHERE THE PROXY-CARD IS NOT COMPLETED BY BROADRIDGE, TO THE PREFERENCE OF YOUR CUSTODIAN | Non-Voting | |||||||||
CMMT | 04 MAY 2021: PLEASE NOTE THAT IF YOU HOLD CREST DEPOSITORY INTERESTS (CDIs)-AND PARTICIPATE AT THIS MEETING, YOU (OR YOUR CREST SPONSORED- MEMBER/CUSTODIAN) WILL BE REQUIRED TO INSTRUCT A TRANSFER OF THE RELEVANT-CDIs TO THE ESCROW ACCOUNT SPECIFIED IN THE ASSOCIATED CORPORATE EVENT IN THE-CREST SYSTEM. THIS TRANSFER WILL NEED TO BE COMPLETED BY THE SPECIFIED CREST-SYSTEM DEADLINE. ONCE THIS TRANSFER HAS SETTLED, THE CDIs WILL BE BLOCKED IN-THE CREST SYSTEM. THE CDIs WILL BE RELEASED FROM ESCROW AS SOON AS-PRACTICABLE ON THE BUSINESS DAY PRIOR TO MEETING DATE UNLESS OTHERWISE-SPECIFIED. IN ORDER FOR A VOTE TO BE ACCEPTED, THE VOTED POSITION MUST BE-BLOCKED IN THE REQUIRED ESCROW ACCOUNT IN THE CREST SYSTEM. BY VOTING ON THIS- | Non-Voting | |||||||||
MEETING, YOUR CREST SPONSORED MEMBER/CUSTODIAN MAY USE YOUR VOTE INSTRUCTION-AS THE AUTHORIZATION TO TAKE THE NECESSARY ACTION WHICH WILL INCLUDE-TRANSFERRING YOUR INSTRUCTED POSITION TO ESCROW. PLEASE CONTACT YOUR CREST- SPONSORED MEMBER/CUSTODIAN DIRECTLY FOR FURTHER INFORMATION ON THE CUSTODY- PROCESS AND WHETHER OR NOT THEY REQUIRE SEPARATE INSTRUCTIONS FROM YOU AND- PLEASE NOTE THAT SHAREHOLDER DETAILS ARE REQUIRED TO VOTE AT THIS MEETING. IF-NO SHAREHOLDER DETAILS ARE PROVIDED, YOUR INSTRUCTION MAY CARRY A HEIGHTENED-RISK OF BEING REJECTED. THANK YOU | |||||||||||
CMMT | PLEASE NOTE THAT DUE TO THE CURRENT COVID19 CRISIS AND IN ACCORDANCE WITH THE-PROVISIONS ADOPTED BY THE FRENCH GOVERNMENT UNDER LAW NO. 2020- 1379 OF-NOVEMBER 14, 2020, EXTENDED AND MODIFIED BY LAW NO 2020-1614 OF DECEMBER 18,-2020 THE GENERAL MEETING WILL TAKE PLACE BEHIND CLOSED DOORS WITHOUT THE-PHYSICAL PRESENCE OF THE SHAREHOLDERS. TO COMPLY WITH THESE LAWS, PLEASE DO-NOT SUBMIT ANY REQUESTS TO ATTEND THE MEETING IN PERSON. SHOULD THIS- SITUATION CHANGE, THE COMPANY ENCOURAGES ALL SHAREHOLDERS TO REGULARLY-CONSULT THE COMPANY WEBSITE | Non-Voting | |||||||||
1 | THE SHAREHOLDERS' MEETING, AFTER HAVING REVIEWED THE REPORTS OF THE BOARD OF DIRECTORS AND THE AUDITORS, APPROVES THE COMPANY'S FINANCIAL STATEMENTS FOR THE FISCAL YEAR THAT ENDED IN 2020, AS PRESENTED, SHOWING NET EARNINGS AMOUNTING TO EUR 246,143,041.04. THE SHAREHOLDERS' MEETING APPROVES THE NON- DEDUCTIBLE EXPENSES AND CHARGES AMOUNTING TO EUR 24,600.00 | Management | For | For | For | ||||||
2 | THE SHAREHOLDERS' MEETING, AFTER HAVING REVIEWED THE REPORTS OF THE BOARD OF DIRECTORS AND THE AUDITORS, APPROVES THE CONSOLIDATED FINANCIAL STATEMENTS FOR SAID FISCAL YEAR AS PRESENTED TO THE MEETING | Management | For | For | For | ||||||
3 | THE SHAREHOLDERS' MEETING APPROVES THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS AND RESOLVES TO ALLOCATE THE EARNINGS AS FOLLOWS: ORIGIN EARNINGS FOR THE FINANCIAL YEAR: EUR 246,143,041.04 RETAINED EARNINGS: EUR 706,351,321.19 DISTRIBUTABLE INCOME: EUR 952,494,362.23 ALLOCATION DIVIDENDS: EUR 408,435,676.35 (DIVIDED INTO 628,362,579 SHARES) RETAINED EARNINGS: EUR 544,058,685.88 EQUITY SHARE CAPITAL: EUR 2,557,256,896.00 LEGAL RESERVE: EUR 255,735,689.60 SHARE PREMIUM: EUR 5,363,982,724.63 2020 RETAINED EARNINGS: EUR 544,058,685.88 THE SHAREHOLDERS WILL BE GRANTED A NET DIVIDEND OF EUR 0.65 PER SHARE, WHICH WILL BE ELIGIBLE FOR THE 40 PERCENT DEDUCTION PROVIDED BY THE FRENCH GENERAL TAX CODE. THIS DIVIDEND WILL BE PAID ON JUNE 30TH 2021. AS REQUIRED BY LAW, IT IS REMINDED THAT, FOR THE LAST THREE FINANCIAL YEARS, THE DIVIDENDS WERE PAID FOLLOWS: EUR 0.65 PER SHARE FOR FISCAL YEARS 2017 AND 2018 EUR 0.45 PER SHARE FOR FISCAL YEAR 2019 | Management | For | For | For | ||||||
4 | THE SHAREHOLDERS' MEETING RATIFIES THE APPOINTMENT OF MR BERTRAND MEUNIER AS A DIRECTOR, TO REPLACE MR ISIDRO FAINE CASAS, FOR THE REMAINDER OF MR CASAS'S TERM OF OFFICE, I.E. UNTIL THE SHAREHOLDERS' MEETING CALLED TO RULE ON THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR 2023 | Management | For | For | For | ||||||
5 | THE SHAREHOLDERS' MEETING RATIFIES THE APPOINTMENT OF MR JACQUES RICHIER AS A DIRECTOR, TO REPLACE MR FRANCESCO CALTAGIRONE, FOR THE REMAINDER OF MR CALTAGIRONE'S TERM OF OFFICE, I.E. UNTIL THE SHAREHOLDERS' MEETING CALLED TO RULE ON THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR 2021 | Management | For | For | For | ||||||
6 | THE SHAREHOLDERS' MEETING RATIFIES THE APPOINTMENT OF MR ANTHONY R. COSCIA AS A DIRECTOR, TO REPLACE MR FRANCK BRUEL, FOR THE REMAINDER OF MR BRUEL'S TERM OF OFFICE, I.E. UNTIL THE SHAREHOLDERS' MEETING CALLED TO RULE ON THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR 2021 | Management | For | For | For | ||||||
7 | THE SHAREHOLDERS' MEETING RATIFIES THE APPOINTMENT OF MR PHILIPPE PETITCOLIN AS A DIRECTOR, TO REPLACE MRS ISABELLE KOCHER, FOR THE REMAINDER OF MR KOCHER'S TERM OF OFFICE, I.E. UNTIL THE SHAREHOLDERS' MEETING CALLED TO RULE ON THE FINANCIAL STATEMENTS FOR THE FISCAL YEAR 2022 | Management | For | For | For | ||||||
8 | THE SHAREHOLDERS' MEETING, AFTER REVIEWING THE SPECIAL REPORT OF THE AUDITORS ON AGREEMENTS GOVERNED BY ARTICLE L.225-38 ET SEQ. OF THE FRENCH COMMERCIAL CODE, APPROVES SAID REPORT AND NOTES THAT THE AGREEMENT CONCLUDED AND PREVIOUSLY APPROVED BY THE MEETING, REFERRED TO THEREIN, CONTINUED DURING THE PAST FINANCIAL YEAR | Management | For | For | For | ||||||
9 | THE SHAREHOLDERS' MEETING APPROVES THE INFORMATION MENTIONED IN ARTICLE L.22-10-9 OF THE FRENCH COMMERCIAL CODE REGARDING THE COMPENSATION OF THE CORPORATE OFFICERS FOR THE 2020 FISCAL YEAR | Management | For | For | For | ||||||
10 | THE SHAREHOLDERS' MEETING APPROVES THE COMPONENTS OF THE COMPENSATION AS WELL AS THE BENEFITS OR PERKS OF ANY KIND PAID AND AWARDED TO MR JEAN- LOUIS CHAUSSADE, CHAIRMAN OF THE BOARD OF DIRECTORS, FROM JANUARY 1ST 2020 TO MAY 12TH 2020 | Management | For | For | For | ||||||
11 | THE SHAREHOLDERS' MEETING APPROVES THE COMPONENTS OF THE COMPENSATION AS WELL AS THE BENEFITS OR PERKS OF ANY KIND PAID AND AWARDED TO MR PHILIPPE VARIN, CHAIRMAN OF THE BOARD OF DIRECTORS, FROM MAY 12TH 2020 TO DECEMBER 31ST 2020 | Management | For | For | For | ||||||
12 | THE SHAREHOLDERS' MEETING APPROVES THE COMPONENTS OF THE COMPENSATION AS WELL AS THE BENEFITS OR PERKS OF ANY KIND PAID AND AWARDED TO MR BERTRAND CAMUS, MANAGING DIRECTOR, FOR THE 2020 FISCAL YEAR | Management | For | For | For | ||||||
13 | THE SHAREHOLDERS' MEETING APPROVES THE COMPENSATION POLICY APPLICABLE TO THE CHAIRMAN OF THE BOARD OF DIRECTORS FOR THE 2021 FISCAL YEAR | Management | For | For | For | ||||||
14 | THE SHAREHOLDERS' MEETING APPROVES THE COMPENSATION POLICY APPLICABLE TO THE MANAGING DIRECTOR FOR THE 2021 FISCAL YEAR | Management | For | For | For | ||||||
15 | THE SHAREHOLDERS' MEETING APPROVES THE COMPENSATION POLICY APPLICABLE TO THE DIRECTORS FOR THE 2021 FISCAL YEAR | Management | For | For | For | ||||||
16 | THE SHAREHOLDERS' MEETING GRANTS FULL POWERS TO THE BEARER OF AN ORIGINAL, A COPY OR EXTRACT OF THE MINUTES OF THIS MEETING TO CARRY OUT ALL FILINGS, PUBLICATIONS AND OTHER FORMALITIES PRESCRIBED BY LAW | Management | For | For | For | ||||||
CMMT | 15 JUNE 2021: PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS-AVAILABLE BY CLICKING ON THE MATERIAL URL LINK:- https://www.journal- officiel.gouv.fr/balo/document/20210430210 1322-52 AND-PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION OF COMMENT AND-POSTPONEMENT OF THE MEETING DATE FROM 22 JUNE 2021 TO 30 JUNE 2021 AND CHANGE-IN RECORD DATE FROM 17 JUNE 2021 TO 25 JUNE 2021 AND ADDITION OF UPDATED-EVENT ID. 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 |
WATER ISLAND CREDIT OPPORTUNITIES FUND (formerly, Arbitrage Credit Opportunities Fund)
Water Island Credit Opportunities Fund (the “Fund”) did not hold any securities with respect to which the Fund was entitled to vote during the reporting period.
WATER ISLAND LONG/SHORT FUND (formerly, Arbitrage Tactical Equity Fund)
Investment Company Report
GRAF INDUSTRIAL CORP.
Security | 384278107 | Meeting Type | Special |
Ticker Symbol | GRAF | Meeting Date | 23-Jul-2020 |
ISIN | US3842781078 | Agenda | 935248636 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1) | Amend (the "Extension Amendment") the Company's second amended and restated certificate of incorporation (as amended, the "charter") to extend the date by which the Company has to consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (a "business combination") from July 31, 2020 to October 31, 2020 (the "Extension," and such date, the "Extended Date") ("the Extension Amendment Proposal"). | Management | For | For | For | ||||||
2) | Approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal (the "Adjournment Proposal"). | Management | For | For | For |
CAESARS ENTERTAINMENT CORPORATION
Security | 127686103 | Meeting Type | Annual |
Ticker Symbol | CZR | Meeting Date | 24-Jul-2020 |
ISIN | US1276861036 | Agenda | 935241860 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1A. | Election of Director: Thomas Benninger | Management | Abstain | For | Against | ||||||
1B. | Election of Director: Jan Jones Blackhurst | Management | Abstain | For | Against | ||||||
1C. | Election of Director: Juliana Chugg | Management | Abstain | For | Against | ||||||
1D. | Election of Director: Denise Clark | Management | Abstain | For | Against | ||||||
1E. | Election of Director: Keith Cozza | Management | Abstain | For | Against | ||||||
1F. | Election of Director: John Dionne | Management | Abstain | For | Against | ||||||
1G. | Election of Director: James Hunt | Management | Abstain | For | Against | ||||||
1H. | Election of Director: Don Kornstein | Management | Abstain | For | Against | ||||||
1I. | Election of Director: Courtney Mather | Management | Abstain | For | Against | ||||||
1J. | Election of Director: James Nelson | Management | Abstain | For | Against | ||||||
1K. | Election of Director: Anthony Rodio | Management | Abstain | For | Against | ||||||
2. | To approve, on an advisory, non-binding basis, named executive officer compensation. | Management | Abstain | For | Against | ||||||
3. | To ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the year ending December 31, 2020. | Management | Abstain | For | Against |
PACIFIC BIOSCIENCES OF CALIFORNIA, INC.
Security | 69404D108 | Meeting Type | Annual |
Ticker Symbol | PACB | Meeting Date | 04-Aug-2020 |
ISIN | US69404D1081 | Agenda | 935242189 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1.1 | Election Of Class I Director: Christian O. Henry | Management | For | For | For | ||||||
1.2 | Election Of Class I Director: John F. Milligan, Ph.D. | Management | For | For | For | ||||||
1.3 | Election Of Class I Director: Lucy Shapiro, Ph.D | Management | For | For | For | ||||||
2. | Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2020. | Management | For | For | For | ||||||
3. | Advisory approval of the Company's executive compensation. | Management | For | For | For | ||||||
4. | Approval of the Company's 2020 Equity Incentive Plan. | Management | For | For | For |
PERSPECTA INC.
Security | 715347100 | Meeting Type | Annual |
Ticker Symbol | PRSP | Meeting Date | 05-Aug-2020 |
ISIN | US7153471005 | Agenda | 935240072 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1a. | Election of Director: Sanju K. Bansal | Management | Against | For | Against | ||||||
1b. | Election of Director: Sondra L. Barbour | Management | Against | For | Against | ||||||
1c. | Election of Director: John M. Curtis | Management | Against | For | Against | ||||||
1d. | Election of Director: Lisa S. Disbrow | Management | Against | For | Against | ||||||
1e. | Election of Director: Glenn A. Eisenberg | Management | Against | For | Against | ||||||
1f. | Election of Director: Pamela O. Kimmet | Management | Against | For | Against | ||||||
1g. | Election of Director: Ramzi M. Musallam | Management | Against | For | Against | ||||||
1h. | Election of Director: Philip O. Nolan | Management | Against | For | Against | ||||||
1i. | Election of Director: Betty J. Sapp | Management | Against | For | Against | ||||||
1j. | Election of Director: Michael E. Ventling | Management | Against | For | Against | ||||||
2. | Ratification of the appointment of Deloitte & Touche as our independent registered public accounting firm for the fiscal year ending April 2, 2021 | Management | Against | For | Against | ||||||
3. | Approval, in a non-binding advisory vote, of our named executive officer compensation | Management | Against | For | Against | ||||||
4. | Approval of the Perspecta Inc. Employee Stock Purchase Plan | Management | Against | For | Against |
HENNESSY CAPITAL ACQUISITION CORP. IV
Security | 42589C104 | Meeting Type | Special |
Ticker Symbol | HCAC | Meeting Date | 27-Aug-2020 |
ISIN | US42589C1045 | Agenda | 935260012 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | Extension Amendment Proposal - Amend the Company's amended and restated certificate of incorporation to extend the date by which the Company has to consummate a business combination from September 5, 2020 to December 31, 2020 or such earlier date as determined by the board of directors. | Management | For | For | For | ||||||
2. | Adjournment Proposal - Adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal. | Management | For | For | For |
CHANGE HEALTHCARE INC
Security | 15912K100 | Meeting Type | Annual |
Ticker Symbol | CHNG | Meeting Date | 02-Sep-2020 |
ISIN | US15912K1007 | Agenda | 935248294 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1A. | Election of Director: Neil E. de Crescenzo | Management | For | For | For | ||||||
1B. | Election of Director: Howard L. Lance | Management | For | For | For | ||||||
1C. | Election of Director: Nella Domenici | Management | For | For | For | ||||||
1D. | Election of Director: Nicholas L. Kuhar | Management | For | For | For | ||||||
1E. | Election of Director: Diana McKenzie | Management | For | For | For | ||||||
1F. | Election of Director: Bansi Nagji | Management | For | For | For | ||||||
1G. | Election of Director: Philip M. Pead | Management | For | For | For | ||||||
1H. | Election of Director: Phillip W. Roe | Management | For | For | For | ||||||
1I. | Election of Director: Neil P. Simpkins | Management | For | For | For | ||||||
1J. | Election of Director: Robert J. Zollars | Management | For | For | For | ||||||
2. | Advisory Vote to Approve Executive Compensation (Say-on-Pay) | Management | For | For | For | ||||||
3. | Advisory Vote on the Frequency of Say-on- Pay Vote | Management | 1 Year | 1 Year | For | ||||||
4. | Ratification of the Appointment of Deloitte & Touche LLP as the Company's Independent Registered Public Accounting Firm for Fiscal 2021 | Management | For | For | For |
NORTONLIFELOCK INC.
Security | 668771108 | Meeting Type | Annual |
Ticker Symbol | NLOK | Meeting Date | 08-Sep-2020 |
ISIN | US6687711084 | Agenda | 935251190 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1A. | Election of Director: Sue Barsamian | Management | For | For | For | ||||||
1B. | Election of Director: Eric K. Brandt | Management | For | For | For | ||||||
1C. | Election of Director: Frank E. Dangeard | Management | For | For | For | ||||||
1D. | Election of Director: Nora M. Denzel | Management | For | For | For | ||||||
1E. | Election of Director: Peter A. Feld | Management | For | For | For | ||||||
1F. | Election of Director: Kenneth Y. Hao | Management | For | For | For | ||||||
1G. | Election of Director: David W. Humphrey | Management | For | For | For | ||||||
1H. | Election of Director: Vincent Pilette | Management | For | For | For | ||||||
2. | Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the 2021 fiscal year. | Management | For | For | For | ||||||
3. | Advisory vote to approve executive compensation. | Management | For | For | For | ||||||
4. | Stockholder proposal regarding political spending disclosure. | Shareholder | Against | Against | For |
CF FINANCE ACQUISITION CORP.
Security | 12528N107 | Meeting Type | Special |
Ticker Symbol | CFFA | Meeting Date | 10-Sep-2020 |
ISIN | US12528N1072 | Agenda | 935263830 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | Extension Amendment Proposal: Amend the Company's amended and restated certificate of incorporation to extend the date by which the Company has to consummate a business combination from September 17, 2020 to December 17, 2020 or such earlier date as determined by the board of directors. | Management | For | For | For | ||||||
2. | Adjournment Proposal: Adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of Proposal 1. | Management | For | For | For |
LF CAPITAL ACQUISTION CORP
Security | 50200K108 | Meeting Type | Special |
Ticker Symbol | LFAC | Meeting Date | 17-Sep-2020 |
ISIN | US50200K1088 | Agenda | 935267915 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | Extension Amendment: Proposal to amend the Company's Amended and Restated Certificate of Incorporation, as previously amended, to extend the date by which the Company must consummate a business combination from September 22, 2020 to December 22, 2020. | Management | For | For | For | ||||||
2. | Adjournment of the Special Meeting Proposal to direct the chairman of the special meeting to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Meeting, there are not sufficient votes to approve the foregoing proposal. | Management | For | For | For |
GRAF INDUSTRIAL CORP.
Security | 384278107 | Meeting Type | Special |
Ticker Symbol | GRAF | Meeting Date | 29-Sep-2020 |
ISIN | US3842781078 | Agenda | 935274338 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | The Business Combination Proposal - To approve and adopt the Agreement and Plan of Merger, ("Merger Agreement") by and among the Company, its wholly owned subsidiary VL Merger Sub Inc. ("Merger Sub"), and Velodyne Lidar, Inc. ("Velodyne"), and approve the transactions contemplated thereby ("Business Combination"), including the merger of Merger Sub with and into Velodyne, with Velodyne surviving the merger as a wholly owned subsidiary of Company, and the issuance of common stock to Velodyne equity holders. | Management | For | For | For | ||||||
2. | The Nasdaq Stock Issuance Proposal - To approve, for purposes of complying with applicable listing rules of the Nasdaq Stock Market ("Nasdaq"), the issuance of more than 20% of Company's outstanding common stock in connection with the Business Combination & Subscription Agreements, including up to 15,000,000 shares of our common stock to PIPE Investors, which includes Graf Acquisition LLC (our "Sponsor") that subscribed for 950,000 shares of common stock, and up to 150,453,811 shares to Velodyne equity holders. | Management | For | For | For | ||||||
3. | The Charter Approval Proposal: To adopt the proposed Amended and Restated Certificate of Incorporation of the Company (the "Amended and Restated Certificate of Incorporation") in the form attached hereto as Annex B. | Management | For | For | For | ||||||
4A. | Change the Stockholder Vote Required to Amend the Certificate of Incorporation - To amend the Amended and Restated Certificate of Incorporation to require the approval by affirmative vote of the holders of at least two-thirds of the common stock of the post-combination company to make any amendment to certain provisions of the post-combination company certificate of incorporation. | Management | For | For | For | ||||||
4B. | Election Not to be Governed by Section 203 of the DGCL: To amend the Amended and Restated Certificate of Incorporation to cause the post-combination company to not be governed by Section 203 of the DGCL and, instead, include a provision in the Amended and Restated Certificate of Incorporation that is substantially similar to Section 203 of the DGCL, but excludes David S. Hall and his respective successors, affiliates and associates from the definition of "interested stockholder". | Management | For | For | For | ||||||
4C | Change in Authorized Shares: To amend the Amended and Restated Certificate of Incorporation to increase the total number of authorized shares of common stock to 2,250,000,000 shares and increase the total number of authorized shares of preferred stock to 25,000,000 shares. | Management | For | For | For | ||||||
4D. | Corporate Opportunity - To amend the Amended and Restated Certificate of Incorporation to provide that we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any matter, transaction or interest that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of, any director of the Company who is not an employee of the Company or any of its subsidiaries ("Covered Persons") a Covered Person expressly and solely in such Covered Person's capacity as director of company | Management | For | For | For | ||||||
5. | Incentive Plan Proposal: To approve the Velodyne Lidar, Inc. 2020 Equity Incentive Plan (the "Incentive Plan"), including the authorization of the initial share reserve under the Incentive Plan. | Management | For | For | For | ||||||
6. | ESPP Proposal: To approve the Velodyne Lidar, Inc. 2020 Employee Stock Purchase Plan (the "ESPP"), including the authorization of the initial share reserve under the ESPP | Management | For | For | For | ||||||
7. | Adjournment Proposal - To approve, if necessary, the adjournment of the Special Meeting to a later date or dates to permit further solicitation and votes of proxies in the event that there are insufficient votes for, or otherwise in connection with, approval of the Business Combination Proposal, the Nasdaq Stock Issuance Proposal, the Charter Approval Proposal, the Incentive Plan Proposal or the ESPP Proposal. This proposal will only be presented at the Special Meeting if there are not sufficient votes to approve above proposals. | Management | For | For | For |
CONYERS PARK II ACQUISITION CORP
Security | 212896104 | Meeting Type | Special |
Ticker Symbol | CPAA | Meeting Date | 27-Oct-2020 |
ISIN | US2128961040 | Agenda | 935285141 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | The Business Combination Proposal - To consider and vote upon a proposal to approve the business combination described in the accompanying proxy statement, including (a) adopting the Agreement and Plan of Merger, dated as of September 7, 2020 (the "Merger Agreement"), by and among Conyers Park, CP II Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Conyers Park ("Merger Sub"), Advantage Solutions Inc., a Delaware corporation ("Advantage"), and Karman Topco L.P., a Delaware limited partnership. | Management | For | For | For | ||||||
2. | The Charter Proposal - To consider and vote upon a proposal to approve and adopt the second amended and restated certificate of incorporation of Conyers Park in the form attached to the accompanying proxy statement as Annex B (the "second amended and restated certificate of incorporation") (this proposal is referred to herein as the "Charter Proposal" or "Proposal No 2"). | Management | For | For | For | ||||||
3. | The Governance Proposal - To consider and vote upon, on a non- binding advisory basis, certain governance provisions in the second amended and restated certificate of incorporation, presented separately in accordance with the United States Securities and Exchange Commission requirements (this proposal is referred to herein as the "Governance Proposal" or "Proposal No 3"). | Management | For | For | For | ||||||
3A. | To change Conyers Park's corporate name from "Conyers Park II Acquisition Corp." to "Advantage Solutions Inc.". | Management | For | For | For | ||||||
3B. | To increase the total number of authorized shares of all classes of capital stock from 551,000,000 shares to 3,300,000,000 shares, which would consist of (i) increasing the amount of Class A common stock from 500,000,000 shares to 3,290,000,000 shares and (ii) increasing the amount of preferred stock from 1,000,000 shares to 10,000,000 shares. | Management | For | For | For | ||||||
3C. | To eliminate provisions specific to Conyers Park's status as a blank check company, including providing for perpetual existence, and to make conforming changes. | Management | For | For | For | ||||||
4. | Incentive Plan Proposal - To consider and vote on a proposal to approve and adopt the Advantage Solutions Inc. 2020 Incentive Plan, which is attached to the accompanying proxy statement as Annex G, and the material terms thereunder, including the authorization of the initial share reserve thereunder (this proposal is referred to herein as the "Incentive Plan Proposal" or "Proposal No 4"). | Management | For | For | For | ||||||
5. | Employee Purchase Plan Proposal - To consider and vote on a proposal to approve and adopt the Advantage Solutions Inc. 2020 Employee Stock Purchase Plan, which is attached to the accompanying proxy statement as Annex H, and the material terms thereunder, including the authorization of the initial share reserve thereunder (this proposal is referred to herein as the "Employee Purchase Plan Proposal" or "Proposal No 5"). | Management | For | For | For | ||||||
6. | NASDAQ Proposal - To consider and vote upon a proposal to approve, for purposes of complying with the applicable provisions of NASDAQ Listing Rule 5635, the issuance of more than 20% of Conyers Park's issued and outstanding shares of common stock in connection with the business combination, including, without limitation, the PIPE Investment (as described in the accompanying proxy statement) (this proposal is referred to herein as the "NASDAQ Proposal" or "Proposal No 6"). | Management | For | For | For | ||||||
7. | Adjournment Proposal - To consider and vote upon a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the business combination proposal, the charter proposal, the governance proposal, the incentive plan proposal, the employee purchase plan proposal or the NASDAQ proposal (this proposal is referred to herein as the "Adjournment Proposal" or "Proposal No 7"). | Management | For | For | For |
CF FINANCE ACQUISITION CORP.
Security | 12528N107 | Meeting Type | Special |
Ticker Symbol | CFFA | Meeting Date | 03-Nov-2020 |
ISIN | US12528N1072 | Agenda | 935285684 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | The Business Combination Proposal - To consider and vote upon a proposal to (a) approve and adopt the Transaction Agreement, dated as of August 2, 2020 (as the same may be amended, the "Transaction Agreement"), by and among CFAC, CF Finance Intermediate Acquisition, LLC ("IntermediateCo"), CF Finance Holdings, LLC (the "Sponsor"), Grosvenor Capital Management Holdings, LLLP ("GCMH"), the GCMH Equityholders, GCMHGP LLC, GCM V, LLC ("GCM V") and GCM Grosvenor Inc. ("GCM PubCo"). | Management | For | ||||||||
2a. | Organizational Documents Proposal A - To authorize the change in the authorized capital stock of CFAC from 100,000,000 shares of Class A common stock, par value $0.0001 per share (the "CFAC Class A common stock"), 10,000,000 shares of Class B common stock, par value $0.0001 per share (the "CFAC Class B common stock"), and 1,000,000 preferred shares, par value. | Management | For | ||||||||
2b. | Organizational Documents Proposal B - To authorize that holders of shares of GCM Class A common stock will be entitled to cast one vote per share of GCM Class A common stock and holders of shares of GCM Class C common stock will, (1) prior to the Sunset Date, be entitled to cast the lesser of (x) 10 votes per share and (y) the Class C Share Voting Amount and (2) from and after the Sunset Date, be entitled to cast one vote per share. | Management | For | ||||||||
2c. | Organizational Documents Proposal C - To authorize that certain provisions of the certificate of incorporation of GCM PubCo and certain provisions of the bylaws of GCM PubCo, in each case, will be subject to the Stockholders' Agreement. | Management | For | ||||||||
2d. | Organizational Documents Proposal D - To authorize all other changes in connection with the replacement of CFAC's amended and restated certificate of incorporation and bylaws with GCM PubCo's amended and restated certificate of incorporation and bylaws as part of the Merger. | Management | For | ||||||||
3. | The Nasdaq Proposal - To consider and vote upon a proposal to approve, for purposes of complying with applicable listing rules of The Nasdaq Capital Market, the issuance and sale of (a) 3,500,000 shares of GCM Class A common stock and 1,500,000 GCM PubCo private placement warrants to the Sponsor, (b) 19,500,000 shares of GCM Class A common stock to certain third- party investors and (c) a number of shares of GCM Class C common stock to GCM V equal to the GCM V Class C Allocation. | Management | For | ||||||||
4. | The 2020 Plan Proposal - To consider and vote upon a proposal to approve and adopt the CF Finance Acquisition Corp. 2020 Incentive Award Plan and material terms thereunder. | Management | For | ||||||||
5. | The Adjournment Proposal - 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 permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Organizational Documents Proposals, the Nasdaq Proposal and the 2020 Plan Proposal. | Management | For |
KABEL DEUTSCHLAND HOLDING AG
Security | D6424C104 | Meeting Type | Annual General Meeting |
Ticker Symbol | KD8 | Meeting Date | 06-Nov-2020 |
ISIN | DE000KD88880 | Agenda | 713154766 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
CMMT | FROM 10TH FEBRUARY, BROADRIDGE WILL CODE ALL AGENDAS FOR GERMAN MEETINGS IN-ENGLISH ONLY. IF YOU WISH TO SEE THE AGENDA IN GERMAN, THIS WILL BE MADE- AVAILABLE AS A LINK UNDER THE 'MATERIAL URL' DROPDOWN AT THE TOP OF THE-BALLOT. THE GERMAN AGENDAS FOR ANY EXISTING OR PAST MEETINGS WILL REMAIN IN-PLACE. FOR FURTHER INFORMATION, PLEASE CONTACT YOUR CLIENT SERVICE- REPRESENTATIVE | 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 | Non-Voting | |||||||||
CMMT | 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 ON THE BALLOT ON PROXYEDGE | Non-Voting | |||||||||
1 | RECEIVE FINANCIAL STATEMENTS AND STATUTORY REPORTS FOR FISCAL 2019/20 | Non-Voting | |||||||||
2 | APPROVE DISCHARGE OF MANAGEMENT BOARD FOR FISCAL 2019/20 | Management | For | For | For | ||||||
3 | APPROVE DISCHARGE OF SUPERVISORY BOARD FOR FISCAL 2019/20 | Management | For | For | For | ||||||
4 | RATIFY ERNST YOUNG GMBH AS AUDITORS FOR FISCAL 2020/21 | Management | For | For | For | ||||||
5.1 | ELECT AIKATERINI STATHAKI TO THE SUPERVISORY BOARD | Management | For | For | For | ||||||
5.2 | ELECT CHRISTOPH CLEMENT TO THE SUPERVISORY BOARD | Management | For | For | For | ||||||
6 | RECEIVE SPECIAL INVESTIGATION REPORT | Non-Voting |
CORELOGIC, INC.
Security | 21871D103 | Meeting Type | Contested-Special |
Ticker Symbol | CLGX | Meeting Date | 17-Nov-2020 |
ISIN | US21871D1037 | Agenda | 935277396 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | The repeal of each provision of, or amendment to, the Company's Amended and Restated Bylaws (the "Bylaws") adopted by the Company's board of directors (the "Board") without the approval of the Company's stockholders subsequent to July 6, 2020. | Management | Against | ||||||||
2A. | The removal from office as director of the Company of the following, (such directors, the "Incumbent Directors" and such proposal, the "Director Removal Proposal"): J. David Chatham | Management | Against | ||||||||
2B. | The removal from office as director of the Company of the following, (such directors, the "Incumbent Directors" and such proposal, the "Director Removal Proposal"): Douglas C. Curling | Management | Against | ||||||||
2C. | The removal from office as director of the Company of the following, (such directors, the "Incumbent Directors" and such proposal, the "Director Removal Proposal"): John C. Dorman | Management | Against | ||||||||
2D. | The removal from office as director of the Company of the following, (such directors, the "Incumbent Directors" and such proposal, the "Director Removal Proposal"): Paul F. Folino | Management | Against | ||||||||
2E. | The removal from office as director of the Company of the following, (such directors, the "Incumbent Directors" and such proposal, the "Director Removal Proposal"): Thomas C. O'Brien | Management | Against | ||||||||
2F. | The removal from office as director of the Company of the following, (such directors, the "Incumbent Directors" and such proposal, the "Director Removal Proposal"): Pamela H. Patenaude | Management | Against | ||||||||
2G. | The removal from office as director of the Company of the following, (such directors, the "Incumbent Directors" and such proposal, the "Director Removal Proposal"): Vikrant Raina | Management | Against | ||||||||
2H. | The removal from office as director of the Company of the following, (such directors, the "Incumbent Directors" and such proposal, the "Director Removal Proposal"): J. Michael Shepherd | Management | Against | ||||||||
2I. | The removal from office as director of the Company of the following, (such directors, the "Incumbent Directors" and such proposal, the "Director Removal Proposal"): David F. Walker | Management | Against | ||||||||
3A. | The nomination of the following individuals for appointment to the Board by the directors then in office, if and to the extent one or more of the Incumbent Directors is removed from the Board pursuant to the valid adoption of the Director Removal Proposal (the "Nomination Proposal"): W. Steve Albrecht | Management | Against | ||||||||
3B. | The nomination of the following individual for appointment to the Board by the directors then in office, if and to the extent one or more of the Incumbent Directors is removed from the Board pursuant to the valid adoption of the Director Removal Proposal (the "Nomination Proposal"): Martina Lewis Bradford | Management | Against | ||||||||
3C. | The nomination of the following individual for appointment to the Board by the directors then in office, if and to the extent one or more of the Incumbent Directors is removed from the Board pursuant to the valid adoption of the Director Removal Proposal (the "Nomination Proposal"): Gail Landis | Management | Against | ||||||||
3D. | The nomination of the following individual for appointment to the Board by the directors then in office, if and to the extent one or more of the Incumbent Directors is removed from the Board pursuant to the valid adoption of the Director Removal Proposal (the "Nomination Proposal"): Wendy Lane | Management | Against | ||||||||
3E. | The nomination of the following individual for appointment to the Board by the directors then in office, if and to the extent one or more of the Incumbent Directors is removed from the Board pursuant to the valid adoption of the Director Removal Proposal (the "Nomination Proposal"): Ryan McKendrick | Management | Against | ||||||||
3F. | The nomination of the following individual for appointment to the Board by the directors then in office, if and to the extent one or more of the Incumbent Directors is removed from the Board pursuant to the valid adoption of the Director Removal Proposal (the "Nomination Proposal"): Katherine "KT" Rabin | Management | Against | ||||||||
3G. | The nomination of the following individual for appointment to the Board by the directors then in office, if and to the extent one or more of the Incumbent Directors is removed from the Board pursuant to the valid adoption of the Director Removal Proposal (the "Nomination Proposal"): Sreekanth Ravi | Management | Against | ||||||||
3H. | The nomination of the following individual for appointment to the Board by the directors then in office, if and to the extent one or more of the Incumbent Directors is removed from the Board pursuant to the valid adoption of the Director Removal Proposal (the "Nomination Proposal"): Lisa Wardell | Management | Against | ||||||||
3I. | The nomination of the following individual for appointment to the Board by the directors then in office, if and to the extent one or more of the Incumbent Directors is removed from the Board pursuant to the valid adoption of the Director Removal Proposal (the "Nomination Proposal"): Henry W. "Jay" Winship | Management | Against | ||||||||
4. | Amendment to add a new clause (which shall be designated clause b)) to Section 2.2 of Article II of the Bylaws to provide mechanics for calling a special meeting of stockholders if no directors or less than a majority of directors are in office following the passing of the Director Removal Proposal. | Management | Against |
CORELOGIC, INC.
Security | 21871D103 | Meeting Type | Contested-Special |
Ticker Symbol | CLGX | Meeting Date | 17-Nov-2020 |
ISIN | US21871D1037 | Agenda | 935277409 - Opposition |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1A. | To Remove J. David Chatham as director of the Company (For = remove director, Abstain/withhold = do not remove director) | Management | For | For | For | ||||||
1B. | To Remove Douglas C. Curling as director of the Company (For = remove director, Abstain/withhold = do not remove director) | Management | Abstain | For | Against | ||||||
1C. | To Remove John C. Dorman as director of the Company (For = remove director, Abstain/withhold = do not remove director) | Management | Abstain | For | Against | ||||||
1D. | To Remove Paul F. Folino as director of the Company (For = remove director, Abstain/withhold = do not remove director) | Management | For | For | For | ||||||
1E. | To Remove Thomas C. O'Brien as director of the Company (For = remove director, Abstain/withhold = do not remove director) | Management | For | For | For | ||||||
1F. | To Remove Pamela H. Patenaude as director of the Company (For = remove director, Abstain/withhold = do not remove director) | Management | Abstain | For | Against | ||||||
1G. | To Remove Vikrant Raina as director of the Company (For = remove director, Abstain/withhold = do not remove director) | Management | Abstain | For | Against | ||||||
1H. | To Remove J. Michael Shepherd as director of the Company (For = remove director, Abstain/withhold = do not remove director) | Management | Abstain | For | Against | ||||||
1I. | To Remove David F. Walker as director of the Company (For = remove director, Abstain/withhold = do not remove director) | Management | For | For | For | ||||||
2A. | To Nominate W. Steve Albrecht for appointment to the Board | Management | For | For | For | ||||||
2B. | To Nominate Martina Lewis Bradford for appointment to the Board | Management | Against | For | Against | ||||||
2C. | To Nominate Gail Landis for appointment to the Board | Management | Against | For | Against | ||||||
2D. | To Nominate Wendy Lane for appointment to the Board | Management | For | For | For | ||||||
2E. | To Nominate Ryan McKendrick for appointment to the Board | Management | For | For | For | ||||||
2F. | To Nominate Katherine "KT" Rabin for appointment to the Board | Management | Against | For | Against | ||||||
2G. | To Nominate Sreekanth Ravi for appointment to the Board | Management | Against | For | Against | ||||||
2H. | To Nominate Lisa Wardell for appointment to the Board | Management | Against | For | Against | ||||||
2I. | To Nominate Henry W. "Jay" Winship for appointment to the Board | Management | For | For | For | ||||||
3. | To Repeal Any Bylaw Amendment to the Version Filed on July 6, 2020 (other than any amendments to the Bylaws set forth in these Proposals) | Management | For | For | For | ||||||
4. | To Amend Article II, Section 2.2 of the Bylaws to provide mechanics for calling a special meeting if no or less than a majority of directors are then in office | Management | For | For | For |
TRINE ACQUISITION CORP.
Security | 89628U108 | Meeting Type | Special |
Ticker Symbol | TRNE | Meeting Date | 08-Dec-2020 |
ISIN | US89628U1088 | Agenda | 935301313 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | The Business Combination Proposal - To consider and vote upon a proposal to approve the Agreement and Plan of Merger, dated as of August 26, 2020 (as it may be amended and/or restated from time to time, the "Merger Agreement"), by and among Trine, Sparrow Merger Sub, Inc. ("Merger Sub") and Desktop Metal, Inc. ("Desktop Metal") and the transactions contemplated thereby, pursuant to which Merger Sub will merge with and into Desktop Metal with Desktop Metal surviving the merger as a wholly owned subsidiary of Trine (the "Business Combination"). | Management | For | For | For | ||||||
2. | The Charter Amendment Proposal - To consider and vote upon a proposal to adopt an amendment to Trine's amended and restated certificate of incorporation currently in effect in the form attached to the Merger Agreement. | Management | For | For | For | ||||||
3. | The Charter Approval Proposal - To consider and vote upon a proposal to adopt the Second Amended and Restated Certificate of Incorporation (the "Proposed Charter") in the form attached to the Proxy Statement/Consent Solicitation Statement/Prospectus. | Management | For | For | For | ||||||
4A. | Required Vote to Amend the Charter | Management | For | For | For | ||||||
4B. | Required Vote to Amend the Bylaws | Management | For | For | For | ||||||
4C. | Director Removal | Management | For | For | For | ||||||
4D. | Removal of Blank Check Company Provisions | Management | For | For | For | ||||||
5A. | Election Director: Ric Fulop | Management | For | For | For | ||||||
5B. | Election Director: Dayna Grayson | Management | For | For | For | ||||||
5C. | Election Director: Leo Hindery, Jr. | Management | For | For | For | ||||||
5D. | Election Director: Wen Hsieh | Management | For | For | For | ||||||
5E. | Election Director: Jeff Immelt | Management | For | For | For | ||||||
5F. | Election Director: Byron Knight | Management | For | For | For | ||||||
5G. | Election Director: Stephen Nigro | Management | For | For | For | ||||||
5H. | Election Director: Steve Papa | Management | For | For | For | ||||||
5I. | Election Director: Andy Wheeler | Management | For | For | For | ||||||
5J. | Election Director: Bilal Zuberi | Management | For | For | For | ||||||
6. | The Merger Issuance Proposal - To consider and vote upon a proposal to approve, for purposes of complying with applicable listing rules of the New York Stock Exchange (the "NYSE"), the issuance of shares of Class A common stock pursuant to the Business Combination. | Management | For | For | For | ||||||
7. | The Subscription Agreements Proposal - To consider and vote upon a proposal to approve, for purposes of complying with applicable listing rules of the NYSE, the issuance of shares of Class A common stock pursuant to the Subscription Agreements. | Management | For | For | For | ||||||
8. | The Incentive Plan Proposal - To consider and vote upon a proposal to approve and adopt the Desktop Metal, Inc. 2020 Incentive Award Plan. | Management | For | For | For | ||||||
9. | The Adjournment Proposal - To consider & vote upon a proposal to approve adjournment of Special Meeting to a later date or dates, if necessary, to permit further solicitation & vote of proxies in event that there are insufficient votes for, or otherwise in connection with, approval of Business Combination Proposal, Charter Amendment Proposal, Charter Approval Proposal, Merger Issuance Proposal, Subscription Agreements Proposal or Incentive Plan Proposal, or Trine determines that one or more of closing conditions to Merger Agreement is not satisfied or waived. | Management | For | For | For |
LF CAPITAL ACQUISTION CORP
Security | 50200K108 | Meeting Type | Special |
Ticker Symbol | LFAC | Meeting Date | 14-Dec-2020 |
ISIN | US50200K1088 | Agenda | 935311352 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | Proposal to adopt the Agreement and Plan of Merger, dated as of August 31, 2020 ("Merger Agreement") by and among the Company, LFCA Merger Sub, Inc. ("Merger Sub"), Landsea Homes Incorporated, ("Landsea"), and Landsea Holdings Corporation, (the "Seller"), and approve the transactions contemplated thereby, including, among other things, the merger of Merger Sub with and into Landsea, with Landsea continuing as the surviving corporation (the "Merger" and, together with the other transactions, the "Business Combination"). | Management | For | For | For | ||||||
2. | Proposal to approve for purposes of complying with applicable Nasdaq listing rules, the issuance of more than 20% of the Company's issued and outstanding Common Stock pursuant to the Business Combination. The Nasdaq Proposal is conditioned on stockholder approval of the Business Combination Proposal. | Management | For | For | For | ||||||
3. | Proposal to adopt the Second Amended and Restated Certificate of Incorporation of the Company in the form attached to the Proxy Statement as Annex B. The Charter Approval Proposal is conditioned on stockholder approval of the Business Combination Proposal. | Management | For | For | For | ||||||
4a. | Declassification of the Board of Directors - Proposal to amend the certificate of incorporation of the Company to change the classification of the board of directors of the Company from three classes to one class, with each being elected to annual terms at each annual meeting of stockholders. | Management | For | For | For | ||||||
4b. | Action by Written Consent - Proposal to amend the certificate of incorporation of the Company to permit the Seller to act by written consent as a stockholder of the Company so long as the Seller and its affiliates, collectively, beneficially own at least a majority of the outstanding shares of the Company. | Management | For | For | For | ||||||
4c. | Stockholder Special Meetings - Proposal to amend the certificate of incorporation of the Company to provide that any stockholder (or group of stockholders) of the Company that beneficially owns at least 25% of the voting power of the stock outstanding and entitled to vote on the matter or matters proposed to be brought before a special meeting shall have the right to call a special meeting of the stockholders of the Company. | Management | For | For | For | ||||||
4d. | Election Not to be Governed by Section 203 of the General Corporation Law of the State of Delaware - Amend the certificate of incorporation of the Company to elect not to be governed by Section 203 of the General Corporation Law of the State of Delaware ("DGCL") and, instead, include a provision in the certificate of incorporation that is substantially similar to Section 203, but excludes the Seller and its successors and affiliates from the definition of "interested stockholder", and to make certain related changes. | Management | For | For | For | ||||||
4e. | 80% Stockholder Approval for Mergers or Consolidations - Proposal to amend the certificate of incorporation of the Company to require the approval of no less than 80% of the outstanding shares of the Company's common stock for any merger or consolidation with any other entity, when the Seller and its affiliates, collectively, beneficially own more than 20% of the outstanding shares of the Company's common stock. | Management | For | For | For | ||||||
4f. | Changes to Corporate Opportunity Provisions - Proposal to amend the certificate of incorporation of the Company to delete the current corporate opportunities provision and replace it with a requirement that not less than 70% of the voting power of the outstanding shares of common stock of the Company is required to amend that certain provision of that certain stockholders agreement to be entered into as of the consummation of the Business Combination. | Management | For | For | For | ||||||
4g. | Amendment of Second Amended and Restated Certificate of Incorporation - Proposal to amend the certificate of incorporation of the Company to require the affirmative vote of at least 70% of the voting power of the stock outstanding and entitled to vote thereon for any proposed amendment to the certificate of incorporation of the Company. | Management | For | For | For | ||||||
4h. | Amendment of Bylaws - Proposal to amend the certificate of incorporation of the Company to require the affirmative vote of at least 70% of the voting power of the stock outstanding and entitled to vote thereon for any proposed amendment to the bylaws of the Company. | Management | For | For | For | ||||||
4i. | Increase of Authorized Shares - Proposal to amend the certificate of incorporation of the Company to provide for a single class of common stock of Company, entitled to one vote for each share of common stock held of record by such holder on all matters on which stockholders generally are entitled to vote (other than certain amendments relating to preferred stock) and increase the total number of authorized shares of common stock from 115,000,000 shares to 500,000,000 shares. | Management | For | For | For | ||||||
4j. | Exclusive Forum - Proposal to amend the certificate of incorporation of the Company to provide for the sole and exclusive forums with respect to internal corporate claims and claims arising under the Securities Act of 1933. | Management | For | For | For | ||||||
5. | Proposal to elect two (2) directors to our board of directors to serve as Class II directors for a term of three years expiring at the annual meeting of stockholders to be held in 2023 or until each such director's successor has been duly elected and qualified, or until each such director's earlier death, resignation, retirement or removal. Assuming that Proposal No. 3 is approved. | Management | For | For | For | ||||||
6. | Proposal to approve the Landsea Homes Corporation 2020 Stock Incentive Plan (the "Incentive Plan"), including the authorization of the initial share reserve under the Incentive Plan. The Incentive Plan Proposal is conditioned on stockholder approval of the Business Combination Proposal. | Management | For | For | For | ||||||
7. | Proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Nasdaq Proposal or the Charter Approval Proposal. This proposal will only be presented at the Special Meeting if there are not sufficient votes to approve the Business Combination Proposal, the Nasdaq Proposal or the Charter Approval Proposal. | Management | For | For | For |
LIBERTY BROADBAND CORPORATION
Security | 530307107 | Meeting Type | Special |
Ticker Symbol | LBRDA | Meeting Date | 15-Dec-2020 |
ISIN | US5303071071 | Agenda | 935295457 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | A proposal to approve the adoption of the Agreement and Plan of Merger, dated August 6, 2020 (as may be amended from time to time), by and among Liberty Broadband Corporation, GCI Liberty, Inc., Grizzly Merger Sub 1, LLC and Grizzly Merger Sub 2, Inc. | Management | For | For | For | ||||||
2. | A proposal to approve the issuance of Liberty Broadband Series C common stock, Liberty Broadband Series B common stock and Liberty Broadband Series A Cumulative Redeemable Preferred Stock to GCI Liberty, Inc. stockholders in connection with the combination contemplated by the merger agreement and Liberty Broadband Series C common stock and Liberty Broadband Series B common stock to John C. Malone, pursuant to an exchange agreement, dated August 6, 2020, by and among Mr. Malone, his revocable trust, and Liberty Broadband Corporation. | Management | For | For | For | ||||||
3. | A proposal to approve the adjournment of the Liberty Broadband Corporation special meeting from time to time to solicit additional proxies in favor of Proposal 1 or Proposal 2 if there are insufficient votes at the time of such adjournment to approve Proposal 1 or Proposal 2 or if otherwise determined by the chairperson of the meeting to be necessary or appropriate. | Management | For | For | For |
FLYING EAGLE ACQUISITION CORP
Security | 34407Y103 | Meeting Type | Special |
Ticker Symbol | FEAC | Meeting Date | 16-Dec-2020 |
ISIN | US34407Y1038 | Agenda | 935313522 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | The Business Combination Proposal: To consider and vote upon a proposal to approve the agreement and plan of merger, dated as of September 1, 2020 (as may be amended and/or restated from time to time, the "Merger Agreement"), by and among Flying Eagle Acquisition Corp. ("FEAC"); FEAC Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of FEAC ("Merger Sub"); "Skillz, Inc.", a Delaware corporation ("Skillz"). | Management | For | For | For | ||||||
2. | The Charter Proposal: To consider and vote upon a proposal to approve, assuming the Business Combination Proposal is approved and adopted, the proposed third amended and restated certificate of incorporation of FEAC (the "Proposed Charter") a copy of which is attached to this proxy statement/prospectus as Annex B, which will replace FEAC's second amended and restated certificate of incorporation, dated March 5, 2020 (the "Current Charter") and will be in effect upon the Closing of the Business Combination. | Management | For | For | For | ||||||
3a. | Advisory Charter Proposal A: Under the Proposed Charter, New Skillz will be authorized to issue 635,000,000 shares of capital stock, consisting of (i) 500,000,000 shares of New Skillz Class A common stock, par value $0.0001 per share, (ii) 125,000,000 shares of New Skillz Class B common stock, par value $0.0001 per share, and (iii) 10,000,000 shares of preferred stock, par value $0.0001 per share, as opposed to the Current Charter authorizing FEAC to issue 401,000,000 shares of capital stock,. | Management | For | For | For | ||||||
3b. | Advisory Charter Proposal B: Holders of shares of New Skillz Class A common stock will be entitled to cast one vote per share of New Skillz Class A common stock and holders of shares of New Skillz Class B common stock will be entitled to cast 20 votes per share of New Skillz Class B | Management | For | For | For | ||||||
common stock on each matter properly submitted to New Skillz's stockholders entitled to vote, as opposed to each share of FEAC Class A common stock and FEAC Class B common stock being entitled to one vote per share on each matter properly submitted to FEAC's shareholders. | |||||||||||
3c. | Advisory Charter Proposal C: Each member of the board of directors of New Skillz will be elected at each annual meeting of stockholders (or special meeting in lieu thereof), as opposed to the board of directors of FEAC having three classes of directors, with only one class of directors being elected in each year and each class serving a three-year term. | Management | For | For | For | ||||||
3d. | Advisory Charter Proposal D: Any action required or permitted to be taken by the stockholders of New Skillz may be taken by written consent until the time the issued and outstanding shares of Class B common stock represent less than 50% of the voting power of the then outstanding shares of capital stock of New Skillz, as opposed to only holders of shares of FEAC Class B common stock having the ability to take stockholder action by written consent. | Management | For | For | For | ||||||
3e. | Advisory Charter Proposal E: Amendments to certain provisions of Proposed Charter relating to rights of Class A and Class B common stock will require (i) so long as any shares of Class B common stock remain outstanding, affirmative vote of holders of at least two-thirds of outstanding shares of Class B common stock of New Skillz, voting as a separate class, (ii) so long as any shares of Class A common stock remain outstanding ...(due to space limits, see proxy material for full proposal). | Management | For | For | For | ||||||
3f. | Advisory Charter Proposal F: The bylaws of New Skillz may be amended, altered or repealed or adopted either (x) by the affirmative vote of a majority of the New Skillz board of directors present at any regular or special meeting of the Board at which a quorum is present or (y). | Management | For | For | For | ||||||
3g. | Advisory Charter Proposal G: The number of directors will be fixed and may be modified by the New Skillz board of directors, provided that the number of directors cannot exceed a certain threshold without the affirmative vote of the holders of | Management | For | For | For | ||||||
(x) at least two-thirds of the voting power of the outstanding capital stock of New Skillz when outstanding Class B common stock represents less than 50% of the total voting power, or, prior to such time, (y) a majority of the voting power of the outstanding capital stock of New Skillz,. | |||||||||||
4. | The Stock Issuance Proposal: To consider and vote upon a proposal to approve, assuming the Business Combination Proposal and the Charter Proposal are approved and adopted, for the purposes of complying with the applicable listing rules of the NYSE, the issuance of (x) shares of FEAC Class A common stock pursuant to the terms of the Merger Agreement and (y) shares of FEAC Class A common stock to certain institutional investors in connection with the Private Placement, plus any additional shares pursuant to subscription agreements. | Management | For | For | For | ||||||
5. | The Incentive Plan Proposal: To consider and vote upon a proposal to approve, assuming the Business Combination Proposal, the Charter Proposal and the Stock Issuance Proposal are approved and adopted, the Skillz 2020 Omnibus Incentive Plan (the "Incentive Plan"), a copy of which is attached to this proxy statement/prospectus as Annex F, including the authorization of the initial share reserve under the Incentive Plan. | Management | For | For | For | ||||||
6. | The ESPP Proposal: To consider and vote upon a proposal to approve, assuming the Business Combination Proposal, the Charter Proposal, the Stock Issuance Proposal and the Incentive Plan Proposal are approved and adopted, the "Skillz, Inc." 2020 Employee Stock Purchase Plan (the "ESPP"), a copy of which is attached to this proxy statement/prospectus as Annex G, including the authorization of the initial share reserve under the ESPP. | Management | For | For | For | ||||||
7. | The Adjournment Proposal: To consider and vote upon a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, any of the Business Combination Proposal, the Charter Proposal, the Stock Issuance Proposal, the Incentive Plan Proposal and the ESPP Proposal would not be duly approved and adopted by our stockholders or we determine that one or more of the Closing conditions under Merger. | Management | For | For | For |
MCKESSON EUROPE AG
Security | D5347G101 | Meeting Type | Annual General Meeting |
Ticker Symbol | CLS1 | Meeting Date | 18-Dec-2020 |
ISIN | DE000CLS1001 | Agenda | 713357348 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
CMMT | PLEASE NOTE THAT SHAREHOLDER DETAILS ARE REQUIRED TO VOTE AT THIS MEETING. IF-NO SHAREHOLDER DETAILS ARE PROVIDED, YOUR INSTRUCTION MAY CARRY A HEIGHTENED-RISK OF BEING REJECTED. THANK YOU | Non-Voting | |||||||||
CMMT | FROM 10TH FEBRUARY, BROADRIDGE WILL CODE ALL AGENDAS FOR GERMAN MEETINGS IN-ENGLISH ONLY. IF YOU WISH TO SEE THE AGENDA IN GERMAN, THIS WILL BE MADE- AVAILABLE AS A LINK UNDER THE 'MATERIAL URL' DROPDOWN AT THE TOP OF THE-BALLOT. THE GERMAN AGENDAS FOR ANY EXISTING OR PAST MEETINGS WILL REMAIN IN-PLACE. FOR FURTHER INFORMATION, PLEASE CONTACT YOUR CLIENT SERVICE- REPRESENTATIVE. | Non-Voting | |||||||||
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. | Non-Voting | |||||||||
CMMT | 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 ADOPTED ANNUAL FINANCIAL STATEMENTS OF MCKESSON EUROPE AG-AND THE APPROVED CONSOLIDATED FINANCIAL STATEMENTS AS AT 31 MARCH 2020, THE-COMBINED MANAGEMENT REPORT FOR MCKESSON EUROPE AG AND THE GROUP, AND THE-REPORT OF THE SUPERVISORY BOARD FOR THE FISCAL YEAR 2020 | Non-Voting | |||||||||
2 | RESOLUTION TO RATIFY THE ACTIONS OF THE MEMBERS OF THE MANAGEMENT BOARD FOR THE FISCAL YEAR 2020 | Management | For | For | For | ||||||
3 | RESOLUTION TO RATIFY THE ACTIONS OF THE MEMBERS OF THE SUPERVISORY BOARD FOR THE FISCAL YEAR 2020 | Management | For | For | For | ||||||
4 | ELECTION OF THE AUDITOR AND THE GROUP AUDITOR FOR THE FISCAL YEAR 2021 (1 APRIL 2020 TO 31 MARCH 2021) AS WELL AS THE AUDITOR TO REVIEW POTENTIAL INTERIM FINANCIAL REPORTS FOR THE FISCAL YEARS 2020 AND 2021 (1 APRIL 2021 TO 31 MARCH 2022): DELOITTE GMBH WIRTSCHAFTSPRUEFUNGSGESELLSCH AFT | Management | For | For | For | ||||||
5 | RESOLUTION ON A CHANGE IN THE COMPOSITION OF THE SUPERVISORY BOARD AND CORRESPONDING AMENDMENT TO THE ARTICLES OF ASSOCIATION | Management | For | For | For | ||||||
6.1 | RESOLUTION ON ELECTIONS TO THE SUPERVISORY BOARD: MR BRIAN S. TYLER | Management | For | For | For | ||||||
6.2 | RESOLUTION ON ELECTIONS TO THE SUPERVISORY BOARD: MRS LORI A. SCHECHTER | Management | For | For | For | ||||||
6.3 | RESOLUTION ON ELECTIONS TO THE SUPERVISORY BOARD: MR JACK STEPHENS | Management | For | For | For | ||||||
6.4 | RESOLUTION ON ELECTIONS TO THE SUPERVISORY BOARD: MR W.M. HENNING REHDER | Management | For | For | For | ||||||
7 | RESOLUTION ON THE PROCEDURAL RULES AND REMUNERATION OF THE SUPERVISORY BOARD AND AMENDMENT OF THE ARTICLES OF ASSOCIATION | Management | For | For | For | ||||||
8 | RESOLUTION ON AN AMENDMENT TO THE ARTICLES OF ASSOCIATION TO ENABLE ONLINE PARTICIPATION IN GENERAL MEETINGS | Management | For | For | For | ||||||
CMMT | 12 NOV 2020: PLEASE NOTE THAT IF YOU HOLD CREST DEPOSITORY INTERESTS (CDIS)-AND PARTICIPATE AT THIS MEETING, YOU (OR YOUR CREST SPONSORED- MEMBER/CUSTODIAN) WILL BE REQUIRED TO INSTRUCT A TRANSFER OF THE RELEVANT-CDIS TO THE ESCROW ACCOUNT SPECIFIED IN THE ASSOCIATED CORPORATE EVENT IN THE-CREST SYSTEM. THIS TRANSFER WILL NEED TO BE COMPLETED BY THE | Non-Voting | |||||||||
SPECIFIED CREST-SYSTEM DEADLINE. ONCE THIS TRANSFER HAS SETTLED, THE CDIS WILL BE BLOCKED IN-THE CREST SYSTEM. THE CDIS WILL BE RELEASED FROM ESCROW AS SOON AS-PRACTICABLE ON THE BUSINESS DAY PRIOR TO MEETING DATE UNLESS OTHERWISE-SPECIFIED. IN ORDER FOR A VOTE TO BE ACCEPTED, THE VOTED POSITION MUST BE-BLOCKED IN THE REQUIRED ESCROW ACCOUNT IN THE CREST SYSTEM. BY VOTING ON THIS- MEETING, YOUR CREST SPONSORED MEMBER/CUSTODIAN MAY USE YOUR VOTE INSTRUCTION-AS THE AUTHORIZATION TO TAKE THE NECESSARY ACTION WHICH WILL INCLUDE-TRANSFERRING YOUR INSTRUCTED POSITION TO ESCROW. PLEASE CONTACT YOUR CREST- SPONSORED MEMBER/CUSTODIAN DIRECTLY FOR FURTHER INFORMATION ON THE CUSTODY- PROCESS AND WHETHER OR NOT THEY REQUIRE SEPARATE INSTRUCTIONS FROM YOU | |||||||||||
CMMT | 07 DEC 2020: DELETION OF COMMENT | Non-Voting | |||||||||
CMMT | 07 DEC 2020: PLEASE NOTE THAT THIS IS A REVISION DUE TO DELETION AND ADDITION-OF COMMENTS AND CHANGE IN NUMBERING OF RESOLUTION 6. 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 | |||||||||
CMMT | 07 DEC 2020: INTERMEDIARY CLIENTS ONLY - PLEASE NOTE THAT IF YOU ARE-CLASSIFIED AS AN INTERMEDIARY CLIENT UNDER THE SHAREHOLDER RIGHTS DIRECTIVE-II, YOU SHOULD BE PROVIDING THE UNDERLYING SHAREHOLDER INFORMATION AT THE- VOTE INSTRUCTION LEVEL. IF YOU ARE UNSURE ON HOW TO PROVIDE THIS LEVEL OF-DATA TO BROADRIDGE OUTSIDE OF PROXYEDGE, PLEASE SPEAK TO YOUR DEDICATED-CLIENT SERVICE REPRESENTATIVE FOR ASSISTANCE. THANK YOU. | Non-Voting |
HENNESSY CAPITAL ACQUISITION CORP. IV
Security | 42589C104 | Meeting Type | Special |
Ticker Symbol | HCAC | Meeting Date | 21-Dec-2020 |
ISIN | US42589C1045 | Agenda | 935314625 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | |||||||
1. | The Business Combination Proposal - To approve and adopt the Merger Agreement, dated as of August 17, 2020 (as may be amended from time to time, the "Merger Agreement"). | Management | For | For | For | |||||||
2. | To approve the amendment of the Company's Amended and Restated Certificate of Incorporation (the "Existing Charter"), which is reflected in the proposed Second Amended and Restated Certificate of Incorporation of the Company (the "Proposed Charter") to increase the authorized shares of the Company's common stock to 500,000,000 shares and authorized shares of preferred stock to 10,000,000. Each of the Charter Proposals is conditioned on the approval of the Business Combination Proposal. | Management | For | For | For | |||||||
3. | To approve the amendment of the Company's Existing Charter to require an affirmative vote of 66 2/3% of the outstanding shares of Company common stock to alter, amend, or repeal the proposed bylaws of the Company. Each of the Charter Proposals is conditioned on the approval of the Business Combination Proposal. | Management | For | For | For | |||||||
4. | To approve the amendment of the Company's Existing Charter to require an affirmative vote of 66 2/3% of the outstanding shares of Company common stock to alter, amend, or repeal Articles V, VI, VII and VIII of the Proposed Charter. Each of the Charter Proposals is conditioned on the approval of the Business Combination Proposal. | Management | For | For | For | |||||||
5. | To approve and adopt the Proposed Charter that includes the approval of Proposal 2, Proposal 3 and Proposal 4 and provides for certain additional changes, including changing the Company's name from "Hennessy Capital Acquisition Corp. IV" to "Canoo Inc.," which our board of directors believes are necessary to adequately address the needs of the Company immediately following the consummation of the Business Combination and approval of the Proposed Charter. | Management | For | For | For | |||||||
6. | DIRECTOR | Management | ||||||||||
1 | Foster Chiang | For | For | For | ||||||||
2 | Greg Ethridge | For | For | For | ||||||||
3 | Thomas Dattilo | For | For | For | ||||||||
4 | Rainer Schmueckle | For | For | For | ||||||||
5 | Josette Sheeran | For | For | For | ||||||||
6 | Tony Aquila | For | For | For | ||||||||
7. | Incentive Plan Proposal - To approve and adopt the Canoo Inc. 2020 Equity Incentive Plan. The Incentive Plan Proposal is conditioned on the approval of the Business Combination Proposal and Proposal 2. | Management | For | For | For | |||||||
8. | Purchase Plan Proposal - To approve and adopt the Canoo Inc. 2020 Employee Stock Purchase Plan. The Purchase Plan Proposal is conditioned on the approval of the Business Combination Proposal and Proposal 2. | Management | For | For | For | |||||||
9. | Nasdaq Proposal - To approve, for purposes of complying with the applicable listing rules of the Nasdaq Stock Market, the issuance of up to 190,000,000 shares of the Company's Class A common stock to the Canoo shareholders pursuant to the Merger Agreement and 32,325,000 shares of the Company's Class A common stock to certain investors in the private placement of securities pursuant to the terms of certain subscription agreements entered into in connection with the Business Combination. | Management | For | For | For | |||||||
10. | Adjournment Proposal - To adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve the Business Combination Proposal, the Charter Proposals, the Director Election Proposal, the Incentive Plan Proposal, the Purchase Plan Proposal or the Nasdaq Proposal. | Management | For | For | For |
LF CAPITAL ACQUISTION CORP
Security | 50200K108 | Meeting Type | Special |
Ticker Symbol | LFAC | Meeting Date | 21-Dec-2020 |
ISIN | US50200K1088 | Agenda | 935313546 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | Extension Amendment: Proposal to amend the Company's Amended and Restated Certificate of Incorporation, as previously amended, to extend the date by which the Company must consummate a business combination from December 22, 2020 to January 22, 2021. | Management | For | For | For | ||||||
2. | Adjournment of the Special Meeting Proposal to direct the chairman of the special meeting to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Meeting, there are not sufficient votes to approve the foregoing proposal. | Management | For | For | For |
PIVOTAL INVESTMENT CORPORATION II
Security | 72582K100 | Meeting Type | Annual |
Ticker Symbol | PIC | Meeting Date | 21-Dec-2020 |
ISIN | US72582K1007 | Agenda | 935316390 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | |||||||
1. | To approve and adopt the Merger Agreement, and the transactions contemplated thereby, including the merger of PIC II Merger Sub Corp. with and into XL Hybrids, Inc., and the issuance of shares of Pivotal II's Class A common stock to XL's securityholders in the Merger. | Management | For | For | For | |||||||
2. | To approve the issuance of 15,000,000 shares in a private placement. | Management | For | For | For | |||||||
3. | To approve amendments to Pivotal II's current amended and restated certificate of incorporation to: change the name of Pivotal II to "XL Fleet Corp." | Management | For | For | For | |||||||
4. | To approve amendments to Pivotal II's current amended and restated certificate of incorporation to: increase the number of shares of Class A common stock Pivotal II is authorized to issue to 350,000,000 shares and remove the provisions for Pivotal's current Class B common stock. | Management | For | For | For | |||||||
5. | To approve amendments to Pivotal II's current amended and restated certificate of incorporation to: remove the various provisions applicable only to special purpose acquisition companies and make certain other changes that the Pivotal II board deems appropriate for a public operating company. | Management | For | For | For | |||||||
6. | DIRECTOR | Management | ||||||||||
1 | Sarah Sclarsic# | For | For | For | ||||||||
2 | Declan P. Flanagan# | For | For | For | ||||||||
3 | Debora Frodl# | For | For | For | ||||||||
4 | Kevin Griffin* | For | For | For | ||||||||
5 | Niharika Ramdev* | For | For | For | ||||||||
6 | Christopher Hayes* | For | For | For | ||||||||
7 | Jonathan J. Ledecky** | For | For | For | ||||||||
8 | Thomas J. Hynes III** | For | For | For | ||||||||
9 | Dimitri N. Kazarinoff** | For | For | For | ||||||||
7. | To approve the 2020 Equity Incentive Plan. | Management | For | For | For | |||||||
8. | To adjourn the annual meeting to a later date or dates if it is determined by the officer presiding over the annual meeting that more time is necessary for Pivotal II to consummate the Merger and the other transactions contemplated by the Merger Agreement. | Management | For | For | For |
GILAT SATELLITE NETWORKS LTD.
Security | M51474118 | Meeting Type | Annual |
Ticker Symbol | GILT | Meeting Date | 28-Dec-2020 |
ISIN | IL0010825102 | Agenda | 935313015 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1A) | Re-election of Director: Dov Baharav | Management | For | For | For | ||||||
1B) | Re-election of Director: Amiram Boehm | Management | For | For | For | ||||||
1C) | Re-election of Director: Ishay Davidi | Management | For | For | For | ||||||
1D) | Election of Director: Aylon (Lonny) Rafaeli | Management | For | For | For | ||||||
1E) | Re-election of Director: Meir Shamir | Management | For | For | For | ||||||
1F) | Re-election of Director: Dafna Sharir | Management | For | For | For | ||||||
2) | To elect Mr. Ami Shafran to serve as an external director for a three-year term. | Management | For | For | For | ||||||
2A) | By marking the "YES" box, you confirm that you are not a "controlling shareholder" and do not have a "personal interest" in the approval of Proposal 2. If you cannot make such confirmation, please check the "NO" box. Mark "for" = yes or "against" = no. | Management | For | None | |||||||
3) | Subject to his election under Item 2, to approve a grant of options to Mr. Shafran. | Management | For | For | For | ||||||
4) | To amend the Company's compensation policy for directors and officers. | Management | For | For | For | ||||||
4A) | By marking the "YES" box, you confirm that you are not a "controlling shareholder" and do not have a "personal interest" in the approval of Proposal 4. If you cannot make such confirmation, please check the "NO" box. Mark "for" = yes or "against" = no. | Management | For | None | |||||||
5) | To approve the terms of service and compensation of the Chief Executive Officer of the Company. | Management | For | For | For | ||||||
5A) | By marking the "YES" box, you confirm that you are not a "controlling shareholder" and do not have a "personal interest" in the approval of Proposal 5. If you cannot make such confirmation, please check the "NO" box. Mark "for" = yes or "against" = no. | Management | For | None | |||||||
6) | To extend the term of the Company's existing indemnification agreements with two Company directors who are affiliated with the Company's controlling shareholders, certain limited partnerships managed by FIMI IV 2007 Ltd. and by FIMI FIVE 2012 Ltd., for a three-year period. | Management | For | For | For | ||||||
6A) | By marking the "YES" box, you confirm that you are not a "controlling shareholder" and do not have a "personal interest" in the approval of Proposal 6. If you cannot make such confirmation, please check the "NO" box. Mark "for" = yes or "against" = no. | Management | For | None | |||||||
7) | To ratify and approve the reappointment and compensation of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, as our independent registered public accountants for the fiscal year ending December 31, 2020, and for such additional period until the next annual general meeting of shareholders. | Management | For | For | For |
LIVE OAK ACQUISITION CORP.
Security | 53804F103 | Meeting Type | Special |
Ticker Symbol | LOAK | Meeting Date | 28-Dec-2020 |
ISIN | US53804F1030 | Agenda | 935318697 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | |||||||
1. | The Business Combination Proposal - To consider and vote upon a proposal to approve and adopt the merger agreement, dated as of October 3, 2020 (as amended, the "Merger Agreement"), by and among Live Oak, Green Merger Corp., Meredian Holdings Group, Inc. (the "Danimer"), Live Oak Sponsor Partners, LLC and John A. Dowdy, Jr. and the transactions contemplated thereby (the "Business Combination"). | Management | For | For | For | |||||||
2A. | The Charter Amendment Proposal - To consider and vote upon a proposal to approve the material differences between the proposed fourth amended and restated certificate of incorporation of Live Oak that will be in effect upon the closing of the Business Combination and Live Oak's current certificate of incorporation: To change Live Oak's name to "Danimer Scientific, Inc." The Charter Amendment Proposal (including each sub-proposal) is conditioned on the approval of the Business Combination Proposal. | Management | For | For | For | |||||||
2B. | The Charter Amendment Proposal - To consider and vote upon a proposal to approve the material differences between the proposed fourth amended and restated certificate of incorporation of Live Oak that will be in effect upon the closing of the Business Combination and Live Oak's current certificate of incorporation: To revise Live Oak's purpose. The Charter Amendment Proposal (including each sub- proposal) is conditioned on the approval of the Business Combination Proposal. | Management | For | For | For | |||||||
2C. | The Charter Amendment Proposal - To consider and vote upon a proposal to approve the material differences between the proposed fourth amended and restated certificate of incorporation of Live Oak that will be in effect upon the closing of the Business Combination and Live Oak's current certificate of incorporation: To increase the authorized shares of Live Oak's Class A Common Stock, par value $0.0001 per share to 200,000,000 and Live Oak's preferred stock to 10,000,000. | Management | For | For | For | |||||||
2D. | The Charter Amendment Proposal - To consider and vote upon a proposal to approve the material differences between the proposed fourth amended and restated certificate of incorporation of Live Oak that will be in effect upon the closing of the Business Combination and Live Oak's current certificate of incorporation: To remove the business combination requirements. The Charter Amendment Proposal (including each sub-proposal) is conditioned on the approval of the Business Combination Proposal. | Management | For | For | For | |||||||
2E. | The Charter Amendment Proposal - To consider and vote upon a proposal to approve the material differences between the proposed fourth amended and restated certificate of incorporation of Live Oak that will be in effect upon the closing of the Business Combination and Live Oak's current certificate of incorporation: To revise the choice of forum provisions. The Charter Amendment Proposal (including each sub- proposal) is conditioned on the approval of the Business Combination Proposal. | Management | For | For | For | |||||||
2F. | The Charter Amendment Proposal - To consider and vote upon a proposal to approve the material differences between the proposed fourth amended and restated certificate of incorporation of Live Oak that will be in effect upon the closing of the Business Combination and Live Oak's current certificate of incorporation: To add the supermajority voting provisions. The Charter Amendment Proposal (including each sub-proposal) is conditioned on the approval of the Business Combination Proposal. | Management | For | For | For | |||||||
2G. | The Charter Amendment Proposal - To consider and vote upon a proposal to approve the material differences between the proposed fourth amended and restated certificate of incorporation of Live Oak that will be in effect upon the closing of the Business Combination and Live Oak's current certificate of incorporation: To remove the provision renouncing the corporate opportunity doctrine. The Charter Amendment Proposal (including each sub- proposal) is conditioned on the approval of the Business Combination Proposal. | Management | For | For | For | |||||||
2H. | The Charter Amendment Proposal - To consider and vote upon a proposal to approve the material differences between the proposed fourth amended and restated certificate of incorporation of Live Oak that will be in effect upon the closing of the | Management | For | For | For | |||||||
Business Combination and Live Oak's current certificate of incorporation: To remove the provisions providing for a classified board of directors. The Charter Amendment Proposal (including each sub- proposal) is conditioned on the approval of the Business Combination Proposal. | ||||||||||||
2I. | The Charter Amendment Proposal - To consider and vote upon a proposal to approve the material differences between the proposed fourth amended and restated certificate of incorporation of Live Oak that will be in effect upon the closing of the Business Combination and Live Oak's current certificate of incorporation: To approve all other changes. The Charter Amendment Proposal (including each sub- proposal) is conditioned on the approval of the Business Combination Proposal. | Management | For | For | For | |||||||
3. | DIRECTOR | Management | ||||||||||
1 | Stephen E. Croskrey | For | For | For | ||||||||
2 | John P. Amboian | For | For | For | ||||||||
3 | Richard J. Hendrix | For | For | For | ||||||||
4 | Christy Basco | For | For | For | ||||||||
5 | Philip Gregory Calhoun | For | For | For | ||||||||
6 | Gregory Hunt | For | For | For | ||||||||
7 | Dr. Isao Noda | For | For | For | ||||||||
8 | Stuart Pratt | For | For | For | ||||||||
4. | The NYSE Proposal - To consider and vote upon a proposal to approve, for purposes of complying with the applicable provisions of Section 312.03 of the New York Stock Exchange's ("NYSE") Listed Company Manual: (i) the issuance of more than 20% of Live Oak's Class A Common Stock in connection with the Business Combination, including, without limitation, to the investors in the PIPE; (ii) the issuance of shares of Live Oak's Class A Common Stock to a Related Party in connection with the Business Combination. | Management | For | For | For | |||||||
5. | The Equity Incentive Plan Proposal - To consider and vote upon a proposal to approve and adopt the equity incentive award plan established to be effective after the Closing of the Business Combination. The Equity Incentive Plan Proposal is conditioned on the approval of the Business Combination Proposal. | Management | For | For | For | |||||||
6. | The Employee Stock Purchase Plan Proposal - To consider and vote upon a proposal approve and adopt the employee stock purchase plan established to be effective after the Closing of the Business Combination. The Employee Stock Purchase Plan Proposal is conditioned on the approval of the Business Combination Proposal. | Management | For | For | For | |||||||
7. | The Adjournment Proposal - To consider and vote upon a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote. | Management | For | For | For |
FRONT YARD RESIDENTIAL CORPORATION
Security | 35904G107 | Meeting Type | Special |
Ticker Symbol | RESI | Meeting Date | 06-Jan-2021 |
ISIN | US35904G1076 | Agenda | 935317013 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To approve the merger of the Company with and into Midway AcquisitionCo REIT, a Maryland real estate investment trust (which we refer to as "Merger Sub" and to such merger as the "Merger") pursuant to the Agreement and Plan of Merger, dated as of October 19, 2020 (which we refer to as the "Original Agreement"), as amended by the First Amendment to Agreement and Plan of Merger, dated as of November 20, 2020 (which, together with the Original Agreement, as may be further amended from time to time, we refer to as the "Merger Agreement"). | Management | For | For | For | ||||||
2. | 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 contemplated by the Merger Agreement. | Management | For | For | For | ||||||
3. | 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 approve the Merger if there are insufficient votes at the time of the special meeting to approve the Merger. | Management | For | For | For |
CC NEUBERGER PRINCIPAL HOLDINGS
Security | G1992Y114 | Meeting Type | Special |
Ticker Symbol | PCPL | Meeting Date | 02-Feb-2021 |
ISIN | KYG1992Y1145 | Agenda | 935326442 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | The Domestication Proposal - to consider and vote upon a proposal by special resolution to change the corporate structure and domicile of CCNB1 by way of continuation from an exempted company incorporated under the laws of the Cayman Islands to a corporation incorporated under the laws of the State of Delaware (the "Domestication"). The Domestication will be effected simultaneously with the Business Combination (as defined below) by CCNB1 filing a Certificate of Corporate Domestication ...(due to space limits, see proxy statement for full proposal). | Management | For | For | For | ||||||
2. | The Business Combination Proposal - to consider and vote upon a proposal by ordinary resolution to approve the Business Combination Agreement, dated as of October 14, 2020 (as amended or supplemented from time to time, the "Business Combination Agreement"), by and among CCNB1, Sonar Merger Sub I, LLC, a Delaware limited liability company ("Blocker Merger Sub 1"), Sonar Merger Sub II, LLC, a Delaware limited liability company ("Blocker Merger Sub 2"), Sonar Merger Sub III, LLC ...(due to space limits, see proxy statement for full proposal). | Management | For | For | For | ||||||
3. | The Equity Incentive Plan Proposal - to consider and vote upon the approval by ordinary resolution of the Equity Incentive Plan. CCNB1 refers to this as the "Equity Incentive Plan Proposal." A copy of the Equity Incentive Plan is attached to an amendment to the accompanying proxy statement/prospectus. | Management | For | For | For | ||||||
4. | The Charter Proposal - to consider and vote upon the approval by special resolution of the amendment and restatement of the Existing Organizational Documents (as defined herein) in their entirety by the proposed new certificate of incorporation (the "Certificate of Incorporation") of the | Management | For | For | For | ||||||
Company (a corporation incorporated in the State of Delaware, assuming the Domestication Proposal is approved and adopted, and the filing with and acceptance by the Secretary of State of Delaware ...(due to space limits, see proxy statement for full proposal). | |||||||||||
5A. | Organizational Documents Proposal 5a - an amendment to change the authorized capital stock of CCNB1 from (i) 500,000,000 Class A ordinary shares, par value $0.0001 per share (the "Class A ordinary shares"), 50,000,000 Class B ordinary shares, par value $0.001 per share (the "Class B ordinary shares"), and 1,000,000 preference shares, par value $0.0001 per share, to (ii) 2,500,000,000 shares of Class A common stock, par value $0.0001 per share, of the Company (the "Class A common stock") ...(due to space limits, see proxy statement for full proposal). | Management | For | For | For | ||||||
5B. | Organizational Documents Proposal 5b - an amendment to authorize the board of the directors of the Company subsequent to the completion of the Business Combination (the "Company Board") to make future issuances of any or all shares of Preferred Stock in one or more classes or series, with such terms and conditions as may be expressly determined by the Company Board and as may be permitted by the DGCL. | Management | For | For | For | ||||||
5C. | Organizational Documents Proposal 5c - an amendment to provide that certain provisions of the Certificate of Incorporation are subject to certain provisions of the Investor Rights Agreement (as defined in the accompanying proxy statement/prospectus). | Management | For | For | For | ||||||
5D. | Organizational Documents Proposal 5d - an amendment to remove the ability of the Company's stockholders to take action by written consent in lieu of a meeting unless such action is recommended or approved by all directors then in office. | Management | For | For | For | ||||||
5E. | Organizational Documents Proposal 5e - an amendment to authorize the classification of the Company Board into three classes of directors with staggered three-year terms of office and make certain related changes. | Management | For | For | For | ||||||
5F. | Organizational Documents Proposal 5f - an amendment to adopt Delaware as the exclusive forum for certain stockholder litigation. | Management | For | For | For | ||||||
5G. | Organizational Documents Proposal 5g - certain other changes in connection with the replacement of Existing Organizational Documents with the Certificate of Incorporation and Bylaws to be adopted as part of the Domestication (copies of which are attached to the accompanying proxy statement/ prospectus as Annex E and Annex F, respectively), including (1) changing the post-Business Combination corporate name from "CC Neuberger Principal Holdings I" to "E2open Parent Holdings, Inc. | Management | For | For | For | ||||||
6. | The NYSE Proposal - to consider and vote upon a proposal by ordinary resolution to approve, for the purposes of complying with the applicable provisions of NYSE Listing Rule 312.03, the issuance of shares of Class A common stock, and securities convertible into or exchangeable for Class A common stock, in connection with the Business Combination, the PIPE Investment, the Backstop Agreement, and any Permitted Equity Financing and shares of Class A common stock underlying Restricted Sponsor Shares (the "NYSE Proposal"). | Management | For | For | For | ||||||
7. | The Adjournment Proposal - to consider and vote upon a proposal by ordinary resolution to approve the adjournment of the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the extraordinary general meeting (this proposal is referred to herein as the "Adjournment Proposal") | Management | For | For | For |
LONGVIEW ACQUISITION CORP.
Security | 543195101 | Meeting Type | Special |
Ticker Symbol | LGVW | Meeting Date | 12-Feb-2021 |
ISIN | US5431951012 | Agenda | 935330275 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | The Business Combination Proposal - to approve the Business Combination Agreement, dated as of November 19, 2020 (as may be amended, the "Business Combination Agreement"), by and among Longview Acquisition Corp. ("Longview"), Clay Merger Sub, Inc., a wholly-owned subsidiary of Longview, and Butterfly Network, Inc. ("Butterfly"), and the transactions contemplated thereby, pursuant to which Clay Merger Sub, Inc. will merge with and into Butterfly (the "Merger"), with Butterfly surviving the Merger as a wholly owned subsidiary of Longview. | Management | For | For | For | ||||||
2. | The Charter Amendment Proposal, including the Advisory Charter Amendment Proposals - to approve, assuming Proposal 1 is approved, the proposed amended and restated certificate of incorporation (the "Proposed Charter") to replace Longview's current amended and restated certificate of incorporation, dated May 20, 2020 (the "Current Charter") and to be in effect as of the effective time of the Merger; and to approve, on a non- binding advisory basis, the following material differences between the Proposed Charter and Current Charter. | Management | For | For | For | ||||||
2A. | The Proposed Charter will authorize the issuance of (i) 600,000,000 shares of New Butterfly Class A common stock, (ii) 27,000,000 shares of New Butterfly Class B common stock, and (iii) 1,000,000 shares of preferred stock, as opposed to the Current Charter, which authorizes the issuance of (a) 220,000,000 shares of common stock, including 200,000,000 shares of Longview Class A common stock and 20,000,000 shares of Longview Class B common stock, and (b) 1,000,000 shares of Longview preferred stock. | Management | For | For | For | ||||||
2B. | Under the Proposed Charter, holders of New Butterfly Class A common stock will be entitled to cast one vote per share and holders of New Butterfly Class B common stock will be entitled to cast 20 votes per share, as opposed to the Current Charter, which provides that each share of Longview Class A common stock and Longview Class B common stock is entitled to one vote per share on each matter properly submitted to Longview's stockholders entitled to vote. | Management | For | For | For | ||||||
2C. | Under the Proposed Charter, any action required or permitted to be taken by the stockholders of New Butterfly may be taken by written consent until the time the issued and outstanding shares of New Butterfly Class B common stock represent less than 50% of the voting power of the then outstanding shares of capital stock of New Butterfly that would be entitled to vote for the election of directors, as opposed to the Bylaws of Longview, which permit holders of Longview capital stock to take stockholder action by written consent. | Management | For | For | For | ||||||
2D. | Amendments to the Proposed Charter relating to stockholders' rights will require the affirmative vote of (i) so long as any shares of Class A or Class B common stock are outstanding, at least a majority or two- thirds of the outstanding shares of such class, respectively, voting separately; and (ii) a majority of the voting power of the then-outstanding capital stock entitled to vote in the election of directors, as opposed to the Current Charter, which requires any such amendment be approved in accordance with Delaware law. | Management | For | For | For | ||||||
2E. | The proposed Bylaws may be amended by (i) the majority vote of the Board at any meeting at which a quorum is present or (ii) depending on whether the voting power of the outstanding Class B common stock is more or less than 50% of the total voting power, the vote of a majority or 2/3, respectively, of the holders of capital stock entitled to vote, as opposed to the current Bylaws, which may be amended by a majority of the Board or the holders of a majority of the outstanding shares entitled to vote generally in the election of directors. | Management | For | For | For | ||||||
2F. | The Proposed Charter provides that the number of directors will be fixed and may be modified solely by the Board, but cannot exceed a certain threshold without the affirmative vote of the holders of, depending on whether the voting power of the | Management | For | For | For | ||||||
outstanding Class B common stock is more or less than 50% of the total voting power, the vote of a majority or 2/3, respectively, of the holders of capital stock entitled to vote, as opposed to the Current Charter, which provides that the number of directors will be determined by the Board. | |||||||||||
3. | The NYSE Proposal - to approve, assuming Proposals 1 and 2 are approved, the issuance of up to 7,500,000 shares of Class A common stock pursuant to the Forward Purchase; 17,500,000 shares of Class A common stock to the Pipe Investors pursuant to the Subscription Agreements, plus any additional shares pursuant to Subscription Agreements entered into prior to Closing; and 118,401,695 shares of capital stock to existing Butterfly stockholders per the Business Combination Agreement, assuming a January 31, 2021 closing date. | Management | For | For | For | ||||||
4A. | Election of Director: Jonathan M. Rothberg, Ph.D. | Management | For | For | For | ||||||
4B. | Election of Director: Larry Robbins | Management | For | For | For | ||||||
4C. | Election of Director: Todd M. Fruchterman, M.D., Ph.D. | Management | For | For | For | ||||||
4D. | Election of Director: Dawn Carfora | Management | For | For | For | ||||||
4E. | Election of Director: John Hammergren | Management | For | For | For | ||||||
4F. | Election of Director: Gianluca Pettiti | Management | For | For | For | ||||||
4G. | Election of Director: S. Louise Phanstiel | Management | For | For | For | ||||||
5. | The Equity Incentive Plan Proposal - to approve, assuming Proposals 1, 2 and 3 are approved and adopted, the 2020 Equity Incentive Plan (the "Plan"), including the authorization of the initial share reserve under the Plan, including with respect to the number of shares that may be issued pursuant to the exercise of incentive stock options granted. | Management | For | For | For | ||||||
6. | The Adjournment Proposal - to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, any of Proposals 1, 2, 3 or 5 would not be duly approved and adopted by the stockholders or we determine that one or more of the closing conditions under the Business Combination Agreement is not satisfied or waived. | Management | For | For | For |
AECOM
Security | 00766T100 | Meeting Type | Annual |
Ticker Symbol | ACM | Meeting Date | 24-Feb-2021 |
ISIN | US00766T1007 | Agenda | 935326377 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1A. | Election of Director: Bradley W. Buss | Management | For | For | For | ||||||
1B. | Election of Director: Robert G. Card | Management | For | For | For | ||||||
1C. | Election of Director: Diane C. Creel | Management | For | For | For | ||||||
1D. | Election of Director: Jacqueline C. Hinman | Management | For | For | For | ||||||
1E. | Election of Director: Lydia H. Kennard | Management | For | For | For | ||||||
1F. | Election of Director: W. Troy Rudd | Management | For | For | For | ||||||
1G. | Election of Director: Clarence T. Schmitz | Management | For | For | For | ||||||
1H. | Election of Director: Douglas W. Stotlar | Management | For | For | For | ||||||
1I. | Election of Director: Daniel R. Tishman | Management | For | For | For | ||||||
1J. | Election of Director: Sander van't Noordende | Management | For | For | For | ||||||
1K. | Election of Director: General Janet C. Wolfenbarger | Management | For | For | For | ||||||
2. | Ratify the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending September 30, 2021. | Management | For | For | For | ||||||
3. | Advisory vote to approve the Company's executive compensation. | Management | For | For | For | ||||||
4. | Stockholder proposal regarding lobbying disclosure. | Shareholder | Against | Against | For |
OXFORD IMMUNOTEC GLOBAL PLC
Security | G6855A103 | Meeting Type | Annual |
Ticker Symbol | OXFD | Meeting Date | 26-Feb-2021 |
ISIN | GB00BGFBB958 | Agenda | 935332433 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | Authorize the Board of Directors to take all such actions that it considers necessary or appropriate to carry the Scheme into effect and to approve an amendment to the Company's articles of association as set forth in the Notice of General Meeting of the Proxy Statement/Scheme Circular. | Management | For | For | For | ||||||
2. | Subject to and conditional on the Scheme becoming Effective (as defined in the Proxy Statement/Scheme Circular), approve to re- register the Company as a private limited company with the name "Oxford Immunotec Global Limited". | Management | For | For | For |
OXFORD IMMUNOTEC GLOBAL PLC
Security | G6855A111 | Meeting Type | Annual |
Ticker Symbol | OXFD | Meeting Date | 26-Feb-2021 |
ISIN | Agenda | 935332445 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To approve the Scheme as set forth in the Proxy Statement/Scheme Circular. | Management | For | For | For |
OXFORD IMMUNOTEC GLOBAL PLC
Security | G6855A103 | Meeting Type | Annual |
Ticker Symbol | OXFD | Meeting Date | 26-Feb-2021 |
ISIN | GB00BGFBB958 | Agenda | 935340290 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | Authorize the Board of Directors to take all such actions that it considers necessary or appropriate to carry the Scheme into effect and to approve an amendment to the Company's articles of association as set forth in the Notice of General Meeting of the Proxy Statement/Scheme Circular. | Management | For | For | For | ||||||
2. | Subject to and conditional on the Scheme becoming Effective (as defined in the Proxy Statement/Scheme Circular), approve to re- register the Company as a private limited company with the name "Oxford Immunotec Global Limited". | Management | For | For | For |
OXFORD IMMUNOTEC GLOBAL PLC
Security | G6855A111 | Meeting Type | Annual |
Ticker Symbol | OXFD | Meeting Date | 26-Feb-2021 |
ISIN | Agenda | 935340303 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To approve the Scheme as set forth in the Proxy Statement/Scheme Circular. | Management | For | For | For |
CALLAWAY GOLF COMPANY
Security | 131193104 | Meeting Type | Special |
Ticker Symbol | ELY | Meeting Date | 03-Mar-2021 |
ISIN | US1311931042 | Agenda | 935332015 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | Approval of the issuance of shares of common stock of Callaway Golf Company to stockholders of Topgolf International, Inc., pursuant to the terms of the Merger Agreement, a copy of which is attached as Annex A to the accompanying proxy statement/prospectus/consent solicitation. | Management | For | For | For | ||||||
2. | Approval of an adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposal No. 1. | Management | For | For | For |
WATFORD HOLDINGS LTD
Security | G94787101 | Meeting Type | Special |
Ticker Symbol | WTRE | Meeting Date | 30-Mar-2021 |
ISIN | BMG947871015 | Agenda | 935340151 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | Approval and adoption of the Agreement and Plan of Merger dated Oct 9, 2020, as amended by Amendment No. 1 thereto dated Nov 2, 2020 ("Merger Agreement"), and the related statutory merger agreement, among Watford Holdings Ltd. ("Company"), Arch Capital Group Ltd. ("Arch") and Greysbridge Ltd., a wholly- owned subsidiary of Greysbridge Holdings Ltd., a newly-formed company organized by Arch for the purpose of facilitating the merger, and the other transactions contemplated thereby (the "Merger Proposal") | Management | Abstain | For | Against | ||||||
2. | Advisory (non binding) approval of specified compensation that may become payable to the named executive officers of the Company in connection with the merger (the "Compensation Advisory Proposal"). | Management | Abstain | For | Against | ||||||
3. | Approval of adjournment of the special general meeting, if necessary, to solicit additional proxies if there are insufficient votes at the time of the special general meeting to approve the Merger Proposal (the "Adjournment Proposal"). | Management | Abstain | For | Against |
REGAL BELOIT CORPORATION
Security | 758750103 | Meeting Type | Annual |
Ticker Symbol | RBC | Meeting Date | 27-Apr-2021 |
ISIN | US7587501039 | Agenda | 935350051 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1A. | Election of Director for the term expiring in 2022: Jan A. Bertsch | Management | Abstain | For | Against | ||||||
1B. | Election of Director for the term expiring in 2022: Stephen M. Burt | Management | Abstain | For | Against | ||||||
1C. | Election of Director for the term expiring in 2022: Anesa T. Chaibi | Management | Abstain | For | Against | ||||||
1D. | Election of Director for the term expiring in 2022: Christopher L. Doerr | Management | Abstain | For | Against | ||||||
1E. | Election of Director for the term expiring in 2022: Dean A. Foate | Management | Abstain | For | Against | ||||||
1F. | Election of Director for the term expiring in 2022: Michael F. Hilton | Management | Abstain | For | Against | ||||||
1G. | Election of Director for the term expiring in 2022: Louis V. Pinkham | Management | Abstain | For | Against | ||||||
1H. | Election of Director for the term expiring in 2022: Rakesh Sachdev | Management | Abstain | For | Against | ||||||
1I. | Election of Director for the term expiring in 2022: Curtis W. Stoelting | Management | Abstain | For | Against | ||||||
2. | Advisory vote on the compensation of the company's named executive officers as disclosed in the company's proxy statement. | Management | Abstain | For | Against | ||||||
3. | To ratify the selection of Deloitte & Touche LLP as the company's independent registered public accounting firm for the year ending January 1, 2022. | Management | Abstain | For | Against |
CANTEL MEDICAL CORP.
Security | 138098108 | Meeting Type | Special |
Ticker Symbol | CMD | Meeting Date | 29-Apr-2021 |
ISIN | US1380981084 | Agenda | 935389280 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | Proposal No. 1: Cantel Merger Proposal. To adopt the Agreement and Plan of Merger, dated as of January 12, 2021, as such agreement may be amended from time to time, among Cantel, and STERIS plc, Solar New US Holding Co, LLC, which is referred to as US Holdco, and Crystal Merger Sub 1, LLC, which is referred to as Crystal Merger Sub, as amended on March 1, 2021. | Management | For | For | For | ||||||
2. | Proposal No. 2: Compensation Proposal. To approve, by a non-binding advisory vote, certain compensation that may be paid or become payable to Cantel's named executive officers that is based on or otherwise relates to the Mergers. | Management | For | For | For |
PERSPECTA INC.
Security | 715347100 | Meeting Type | Special |
Ticker Symbol | PRSP | Meeting Date | 05-May-2021 |
ISIN | US7153471005 | Agenda | 935389292 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To adopt the Agreement and Plan of Merger, dated as of January 27, 2021, as amended from time to time (the "Merger Agreement"), among (i) Perspecta Inc. (the "Company"), (ii) Jaguar ParentCo Inc., and (iii) Jaguar Merger Sub Inc. ("Merger Sub"), pursuant to which Merger Sub will merge with and into the Company (the "Merger"). | Management | For | For | For | ||||||
2. | To approve, by non-binding, advisory vote, certain compensation arrangements for the Company's named executive officers in connection with the Merger. | Management | For | For | For | ||||||
3. | To approve the adjournment of the Special Meeting, if necessary or appropriate, including adjournment to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to adopt the Merger Agreement. | Management | For | For | For |
TEGNA INC.
Security | 87901J105 | Meeting Type | Contested-Annual |
Ticker Symbol | TGNA | Meeting Date | 07-May-2021 |
ISIN | US87901J1051 | Agenda | 935375724 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | |||||||
1. | DIRECTOR | Management | ||||||||||
1 | Gina L. Bianchini | Withheld | For | Against | ||||||||
2 | Howard D. Elias | Withheld | For | Against | ||||||||
3 | Stuart J. Epstein | Withheld | For | Against | ||||||||
4 | Lidia Fonseca | Withheld | For | Against | ||||||||
5 | Karen H. Grimes | Withheld | For | Against | ||||||||
6 | David T. Lougee | Withheld | For | Against | ||||||||
7 | Scott K. McCune | Withheld | For | Against | ||||||||
8 | Henry W. McGee | Withheld | For | Against | ||||||||
9 | Susan Ness | Withheld | For | Against | ||||||||
10 | Bruce P. Nolop | Withheld | For | Against | ||||||||
11 | Neal Shapiro | Withheld | For | Against | ||||||||
12 | Melinda C. Witmer | Withheld | For | Against | ||||||||
2. | PROPOSAL TO RATIFY the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the 2021 fiscal year. | Management | Abstain | For | Against | |||||||
3. | PROPOSAL TO APPROVE, ON AN ADVISORY BASIS, the compensation of the Company's named executive officers. | Management | Abstain | For | Against | |||||||
4. | COMPANY PROPOSAL TO APPROVE the Elimination of Supermajority Voting Provisions. | Management | Abstain | For | Against |
TEGNA INC.
Security | 87901J105 | Meeting Type | Contested-Annual |
Ticker Symbol | TGNA | Meeting Date | 07-May-2021 |
ISIN | US87901J1051 | Agenda | 935383240 - Opposition |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | |||||||
1. | DIRECTOR | Management | ||||||||||
1 | Colleen B. Brown | For | ||||||||||
2 | Carlos P. Salas | For | ||||||||||
3 | Elizabeth A. Tumulty | For | ||||||||||
4 | Mgt Nom: G. Bianchini | For | ||||||||||
5 | Mgt Nom: S. Epstein | For | ||||||||||
6 | Mgt Nom: L. Fonseca | For | ||||||||||
7 | Mgt Nom: K. Grimes | For | ||||||||||
8 | Mgt Nom: S. McCune | For | ||||||||||
9 | Mgt Nom: H. McGee | For | ||||||||||
10 | Mgt Nom: S. Ness | For | ||||||||||
11 | Mgt Nom: B. Nolop | For | ||||||||||
12 | Mgt Nom: M. Witmer | For | ||||||||||
2. | Company's proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for fiscal 2021. | Management | For | |||||||||
3. | Company's proposal of an advisory resolution to approve executive compensation. | Management | Against | |||||||||
4. | Company's proposal to eliminate the Supermajority Voting Requirement. | Management | For |
CHAMPIONX CORPORATION
Security | 15872M104 | Meeting Type | Annual |
Ticker Symbol | CHX | Meeting Date | 12-May-2021 |
ISIN | US15872M1045 | Agenda | 935367513 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | |||||||
1. | DIRECTOR | Management | ||||||||||
1 | S. Somasundaram | Withheld | For | Against | ||||||||
2 | Stephen K. Wagner | Withheld | For | Against | ||||||||
2. | Ratification of the Appointment of PricewaterhouseCoopers LLP as Our Independent Registered Public Accounting Firm for 2021. | Management | Abstain | For | Against | |||||||
3. | Advisory Vote to Approve the Compensation of ChampionX's Named Executive Officers for 2020. | Management | Abstain | For | Against | |||||||
4. | Approval of the Amended and Restated 2018 Equity and Cash Incentive Plan. | Management | Abstain | For | Against |
FRONTDOOR, INC.
Security | 35905A109 | Meeting Type | Annual |
Ticker Symbol | FTDR | Meeting Date | 12-May-2021 |
ISIN | US35905A1097 | Agenda | 935368995 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1A. | Election of Class II Director: Richard P. Fox | Management | Abstain | For | Against | ||||||
1B. | Election of Class II Director: Brian P. McAndrews | Management | Abstain | For | Against | ||||||
1C. | Election of Class II Director: Rexford J. Tibbens | Management | Abstain | For | Against | ||||||
1D. | Election of Class III Director: Anna C. Catalano | Management | Abstain | For | Against | ||||||
1E. | Election of Class III Director: William C. Cobb | Management | Abstain | For | Against | ||||||
2. | To ratify the selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm for fiscal 2021. | Management | Abstain | For | Against | ||||||
3. | Advisory vote to approve the Company's named executive officer compensation. | Management | Abstain | For | Against | ||||||
4. | To approve amendments to the Company's Amended and Restated Certificate of Incorporation to eliminate certain supermajority voting requirements and clarify provisions related to advancement of expenses. | Management | Abstain | For | Against |
FLIR SYSTEMS, INC.
Security | 302445101 | Meeting Type | Special |
Ticker Symbol | FLIR | Meeting Date | 13-May-2021 |
ISIN | US3024451011 | Agenda | 935403624 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To adopt the Agreement and Plan of Merger by and among Teledyne Technologies Incorporated ("Teledyne"), Firework Merger Sub I, Inc. ("Merger Sub I"), Firework Merger Sub II, LLC ("Merger Sub II"), and FLIR Systems, Inc. ("FLIR"), pursuant to which Merger Sub I will merge with and into FLIR, with FLIR surviving, and immediately thereafter FLIR will merge with and into Merger Sub II ("Mergers"), with Merger Sub II surviving and continuing as a wholly owned subsidiary of Teledyne ("FLIR Merger Proposal"). | Management | For | For | For | ||||||
2. | To approve, on a non-binding, advisory basis, the compensation that will or may become payable to FLIR's named executive officers in connection with the Mergers. | Management | For | For | For | ||||||
3. | To approve one or more adjournments of the special meeting of stockholders of FLIR, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the FLIR Merger Proposal at the time of the special meeting. | Management | For | For | For |
CALLAWAY GOLF COMPANY
Security | 131193104 | Meeting Type | Annual |
Ticker Symbol | ELY | Meeting Date | 19-May-2021 |
ISIN | US1311931042 | Agenda | 935367739 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1a. | Election of Director: Oliver G. (Chip) Brewer III | Management | Abstain | For | Against | ||||||
1b. | Election of Director: Erik J Anderson | Management | Abstain | For | Against | ||||||
1c. | Election of Director: Samuel H. Armacost | Management | Abstain | For | Against | ||||||
1d. | Election of Director: Scott H. Baxter | Management | Abstain | For | Against | ||||||
1e. | Election of Director: Thomas G. Dundon | Management | Abstain | For | Against | ||||||
1f. | Election of Director: Laura J. Flanagan | Management | Abstain | For | Against | ||||||
1g. | Election of Director: Russell L. Fleischer | Management | Abstain | For | Against | ||||||
1h. | Election of Director: John F. Lundgren | Management | Abstain | For | Against | ||||||
1i. | Election of Director: Scott M. Marimow | Management | Abstain | For | Against | ||||||
1j. | Election of Director: Adebayo O. Ogunlesi | Management | Abstain | For | Against | ||||||
1k. | Election of Director: Linda B. Segre | Management | Abstain | For | Against | ||||||
1l. | Election of Director: Anthony S. Thornley | Management | Abstain | For | Against | ||||||
2. | To ratify, on an advisory basis, the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2021. | Management | Abstain | For | Against | ||||||
3. | To approve, on an advisory basis, the compensation of the Company's named executive officers. | Management | Abstain | For | Against | ||||||
4. | To approve an amendment to the Company's Restated Certificate of Incorporation to increase the authorized number of shares of common stock from 240,000,000 to 360,000,000. | Management | Abstain | For | Against |
BOINGO WIRELESS, INC.
Security | 09739C102 | Meeting Type | Special |
Ticker Symbol | WIFI | Meeting Date | 01-Jun-2021 |
ISIN | US09739C1027 | Agenda | 935427662 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To adopt the Merger Agreement and Plan of Merger, dated as of February 26, 2021, by and among White Sands Parent, Inc., White Sands Bidco, Inc., and Boingo Wireless, Inc., as it may be amended from time to time. | Management | For | 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 adopt the Merger Agreement at the time of the Special Meeting. | Management | For | For | For | ||||||
3. | To approve, by non-binding, advisory vote, compensation that will or may become payable by Boingo Wireless, Inc. to its named executive officers in connection with the merger. | Management | For | For | For |
LEAF GROUP LTD.
Security | 52177G102 | Meeting Type | Special |
Ticker Symbol | LEAF | Meeting Date | 10-Jun-2021 |
ISIN | US52177G1022 | Agenda | 935436635 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To consider and vote on a proposal to adopt the Agreement and Plan of Merger, dated as of April 3, 2021 as it may be amended, supplemented or otherwise modified from time to time (referred to as the "merger agreement"), by and among Leaf Group Ltd. (referred to as the "Company"), Graham Holdings Company, a Delaware corporation (referred to as "Parent"), and Pacifica Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (referred to as the "merger subsidiary") (referred to as the "merger proposal"). | Management | For | For | For | ||||||
2. | To consider and vote on a non-binding, advisory proposal to approve the compensation that may be paid or may become payable to the Company's named executive officers in connection with the merger of the merger subsidiary with and into the Company pursuant to the merger agreement (referred to as the "advisory, non-binding compensation proposal"). | Management | For | For | For | ||||||
3. | To consider and vote on a proposal to adjourn or postpone the special meeting of the Company's stockholders (referred to as the "special meeting") to a later date or time, if necessary or appropriate as determined by the Company, to solicit additional proxies if there are insufficient votes at the time of the special meeting or any adjournment or postponement thereof to approve the merger proposal. | Management | For | For | For |
EXTENDED STAY AMERICA, INC.
Security | 30224P200 | Meeting Type | Special |
Ticker Symbol | STAY | Meeting Date | 11-Jun-2021 |
ISIN | US30224P2002 | Agenda | 935422345 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To adopt the merger agreement and approve the mergers and the other transactions contemplated by the merger agreement. | Management | For | 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 that is based on or otherwise relates to the mergers. | Management | For | For | For | ||||||
3. | To approve, any adjournment of the meeting for the purpose of soliciting additional proxies. | Management | For | For | For |
EXTENDED STAY AMERICA, INC.
Security | 30224P211 | Meeting Type | Special |
Ticker Symbol | STAY | Meeting Date | 11-Jun-2021 |
ISIN | Agenda | 935422357 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | Proposal to adopt the merger agreement and approve the mergers and the other transactions contemplated by the merger agreement. | Management | For | For | For | ||||||
2. | Proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to Hospitality's named executive officers that is based on or otherwise relates to the mergers. | Management | For | For | For |
EXTENDED STAY AMERICA, INC.
Security | 30224P200 | Meeting Type | Contested-Special |
Ticker Symbol | STAY | Meeting Date | 11-Jun-2021 |
ISIN | US30224P2002 | Agenda | 935435772 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To adopt the merger agreement and approve the mergers and the other transactions contemplated by the merger agreement. | Management | For | 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 that is based on or otherwise relates to the mergers. | Management | For | For | For | ||||||
3. | To approve, any adjournment of the meeting for the purpose of soliciting additional proxies. | Management | For | For | For |
EXTENDED STAY AMERICA, INC.
Security | 30224P200 | Meeting Type | Contested-Special |
Ticker Symbol | STAY | Meeting Date | 11-Jun-2021 |
ISIN | US30224P2002 | Agenda | 935435784 - Opposition |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | STAY's Merger Agreement Proposal | Management | Against | ||||||||
2. | STAY's Compensation Proposal | Management | Against | ||||||||
3. | STAY's Adjournment Proposal | Management | Against |
NUANCE COMMUNICATIONS, INC.
Security | 67020Y100 | Meeting Type | Special |
Ticker Symbol | NUAN | Meeting Date | 15-Jun-2021 |
ISIN | US67020Y1001 | Agenda | 935445406 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To adopt the Agreement and Plan of Merger, dated as of April 11, 2021, by and among Microsoft Corporation, Big Sky Merger Sub Inc. ("Sub") and Nuance Communications, Inc. (the "Company"), pursuant to which Sub will merge with and into the Company (the "Merger"). | Management | For | For | For | ||||||
2. | To approve, by means of a non-binding, advisory vote, compensation that will or may become payable to the Company's named executive officers in connection with the Merger. | Management | For | For | For |
LUMINEX CORPORATION
Security | 55027E102 | Meeting Type | Special |
Ticker Symbol | LMNX | Meeting Date | 21-Jun-2021 |
ISIN | US55027E1029 | Agenda | 935446193 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To adopt the Agreement and Plan of Merger, dated as of April 11, 2021, as it may be amended, supplemented or modified from time to time, by and among Luminex Corporation, DiaSorin S.p.A., and Diagonal Subsidiary Inc. and approve the Merger. | Management | For | For | For | ||||||
2. | To adjourn the Special Meeting, if necessary and for a minimum period of time reasonable under the circumstances, to ensure that any necessary supplement or amendment to the proxy statement is provided to the stockholders of Luminex Corporation a reasonable amount of time in advance of the Special Meeting, or 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 and approve the Merger. | Management | For | For | For | ||||||
3. | To approve, by non-binding, advisory vote, the compensation that will or may be paid or become payable to Luminex Corporation's named executive officers that is based on or otherwise relates to the Merger. | Management | For | For | For |
COHERENT, INC.
Security | 192479103 | Meeting Type | Special |
Ticker Symbol | COHR | Meeting Date | 24-Jun-2021 |
ISIN | US1924791031 | Agenda | 935434578 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To adopt the Agreement and Plan of Merger, dated as of March 25, 2021, by and among Coherent, Inc., II-VI Incorporated and Watson Merger Sub Inc. (the "merger agreement"). | Management | For | For | For | ||||||
2. | To approve, on an advisory (non-binding) basis, the executive officer compensation that will or may be paid to Coherent's named executive officers in connection with the transactions contemplated by the merger agreement. | Management | For | For | For | ||||||
3. | To adjourn Coherent's special meeting of stockholders (the "Special Meeting"), if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, there are not sufficient votes to approve the Coherent merger proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to Coherent stockholders. | Management | For | For | For |
COHERENT, INC.
Security | 192479103 | Meeting Type | Special |
Ticker Symbol | COHR | Meeting Date | 24-Jun-2021 |
ISIN | US1924791031 | Agenda | 935443008 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
1. | To adopt the Agreement and Plan of Merger, dated as of March 25, 2021, by and among Coherent, Inc., II-VI Incorporated and Watson Merger Sub Inc. (the "merger agreement"). | Management | For | For | For | ||||||
2. | To approve, on an advisory (non-binding) basis, the executive officer compensation that will or may be paid to Coherent's named executive officers in connection with the transactions contemplated by the merger agreement. | Management | For | For | For | ||||||
3. | To adjourn Coherent's special meeting of stockholders (the "Special Meeting"), if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, there are not sufficient votes to approve the Coherent merger proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to Coherent stockholders. | Management | For | For | For |
PHOTON CONTROL INC.
Security | 719360109 | Meeting Type | Annual and Special Meeting |
Ticker Symbol | POCEF | Meeting Date | 29-Jun-2021 |
ISIN | CA7193601092 | Agenda | 935454710 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | |||||||
1 | DIRECTOR | Management | ||||||||||
1 | Charles F. Cargile | For | For | For | ||||||||
2 | Nigel Hunton | For | For | For | ||||||||
3 | Michele Klein | For | For | For | ||||||||
4 | D. Neil McDonnell | For | For | For | ||||||||
5 | Ronan McGrath | For | For | For | ||||||||
2 | Re-appointment of KPMG LLP as auditors of the Company for the ensuing year and authorizing the Directors to fix their remuneration. | Management | For | For | For | |||||||
3 | To consider and, if thought fit, pass, with or without amendment, a special resolution approving an arrangement involving the Company and 1302998 B.C. Ltd., an indirect, wholly owned subsidiary of MKS Instruments, Inc., under Division 5 of Part 9 of the Business Corporations Act (British Columbia), the full text of which resolution is set forth in Appendix "A" to the accompanying management information circular. | Management | For | For | For |
TALEND S.A.
Security | 874224207 | Meeting Type | Annual |
Ticker Symbol | TLND | Meeting Date | 29-Jun-2021 |
ISIN | US8742242071 | Agenda | 935441458 - Management |
Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||
O1 | To ratify the provisional appointment of Ms. Elissa Fink as Director. | Management | For | For | For | ||||||
O2 | To ratify the provisional appointment of Mr. Ryan Kearny as Director. | Management | For | For | For | ||||||
O3 | To renew the term of office of Mr. Ryan Kearny as Director. | Management | For | For | For | ||||||
O4 | To renew the term of office of Mr. Patrick Jones as Director. | Management | For | For | For | ||||||
O5 | To renew the term of office of Ms. Christal Bemont as Director. | Management | For | For | For | ||||||
O6 | To approve, on an advisory basis, the compensation of our named executive officers. | Management | For | For | For | ||||||
O7 | To approve the statutory financial statements for the year ended December 31, 2020. | Management | For | For | For | ||||||
O8 | To allocate earnings for the year ended December 31, 2020. | Management | For | For | For | ||||||
O9 | To approve the consolidated financial statements for the year ended December 31, 2020 prepared in accordance with IFRS. | Management | For | For | For | ||||||
O10 | To approve an indemnification agreement entered into with Ms. Elissa Fink (agreement referred to in Articles L. 225-38 et seq. of the French Commercial Code). | Management | For | For | For | ||||||
O11 | To approve an indemnification agreement entered into with Mr. Ryan Kearny (agreement referred to in Articles L. 225-38 et seq. of the French Commercial Code). | Management | For | For | For | ||||||
O12 | To approve a consulting agreement entered into with Mr. Michael Tuchen (agreement referred to in Articles L. 225-38 et seq. of the French Commercial Code). | Management | For | For | For | ||||||
O13 | To approve a separation agreement and release entered into with Mr. Laurent Bride (agreement referred to in Articles L.225-38 et seq. of the French Commercial Code). | Management | For | For | For | ||||||
O14 | To ratify the selection of KPMG LLP as the independent registered public accountant for the Company for the fiscal year ending December 31, 2021 with respect to the Company's financial statements prepared in accordance with generally accepted accounting principles in the United States for SEC reporting purposes. | Management | For | For | For | ||||||
E15 | To delegate authority to the board of directors to grant existing and/or newly issued free shares of the Company to all or certain employees and/or all or certain corporate officers of the Company or companies in the group, in accordance with the provisions of Articles L. 225-197-1 et seq. of the French Commercial Code. | Management | For | For | For | ||||||
E16 | To delegate authority to the board of directors to issue share warrants (bons de souscription d'actions), without shareholders' preferential subscription right, for the benefit of a category of persons meeting certain characteristics. | Management | For | For | For | ||||||
E17 | To delegate authority to the board of directors to grant options to subscribe for new ordinary shares or options to purchase ordinary shares of the Company, pursuant to the provisions of Articles L. 225-177 et seq. of the French Commercial Code to all or certain employees and/or all or certain corporate officers of the Company or companies in the group, in accordance with the provisions of Articles L. 225-180 et seq. of the French Commercial Code. | Management | For | For | For | ||||||
E18 | To limit the amount of issues under Proposal Nos. 15, 16 and 17. | Management | For | For | For | ||||||
E19 | To delegate authority to the board of directors to increase the share capital by way of the issue of shares of the Company to participants in a company savings plan (plan d'épargned'entreprise) established in accordance with Articles L. 3332-1et seq. of the French Labor Code. | Management | For | For | 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 20, 2021 |