Weitz Funds NPX Annual report of proxy voting record

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FORM N-PX

ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number 811-21410

The Weitz Funds
(Exact name of registrant as specified in charter)

1125 South 103rd Street, Suite 200, Omaha NE		68124
(Address of principal executive offices)		(Zip code)

Wallace R. Weitz, President

The Weitz Funds

1125 South 103rd Street, Suite 200, Omaha, NE 68124
(Name and address of agent for service)

Registrant’s telephone number, including area code:		402-391-1980

Date of fiscal year end:	3/31/18

Date of reporting period:	6/30/18

Item 1. Proxy Voting Record.

Disclose the following information for each matter relating to a portfolio security considered at any shareholder meeting held during the period covered by the report and with respect to which the registrant was entitled to vote:

(a) The name of the issuer of the portfolio security;

(b) The exchange ticker symbol of the portfolio security;

(d) The shareholder meeting date;

(e) A brief identification of the matter voted on;

(f) Whether the matter was proposed by the issuer or by a security holder;

(g) Whether the registrant cast its vote on the matter;

(h) How the registrant cast its vote (e.g., for or against proposal, or abstain; for or withhold regarding election of directors); and

(i) Whether the registrant cast its vote for or against management.

The following Funds of The Weitz Funds had no voting records to report during this period:

Ultra Short Government Fund

Nebraska Tax-Free Income Fund

Fund Name

Fund Cusip

Ticker

Cusip

Company Name

Meeting Date

Meeting Type

Proposal

Presenter

Management
Recommendation

Voted

Weitz Vote

BALANCED FUND

94904P104

DEO

25243Q205

DIAGEO PLC

9/20/2017

ANNUAL

1. REPORT AND ACCOUNTS 2017.

FOR

YES

FOR

2. DIRECTORS’ REMUNERATION REPORT 2017.

FOR

YES

FOR

3. DIRECTORS’ REMUNERATION POLICY 2017.

FOR

YES

FOR

4. DECLARATION OF FINAL DIVIDEND.

FOR

YES

FOR

5. RE-ELECTION OF PB BRUZELIUS AS A DIRECTOR. (AUDIT, NOMINATION & REMUNERATION)

FOR

YES

FOR

6. RE-ELECTION OF LORD DAVIES AS A DIRECTOR. (AUDIT, NOMINATION, REMUNERATION & CHAIRMAN OF COMMITTEE)

FOR

YES

FOR

7. RE-ELECTION OF J FERRAN AS A DIRECTOR. (NOMINATION & CHAIRMAN OF COMMITTEE)

FOR

YES

FOR

8. RE-ELECTION OF HO KWONPING AS A DIRECTOR. (AUDIT, NOMINATION & REMUNERATION)

FOR

YES

FOR

9. RE-ELECTION OF BD HOLDEN AS A DIRECTOR. (AUDIT, NOMINATION & REMUNERATION)

FOR

YES

FOR

10. RE-ELECTION OF NS MENDELSOHN AS A DIRECTOR. (AUDIT, NOMINATION & REMUNERATION)

FOR

YES

FOR

11. RE-ELECTION OF IM MENEZES AS A DIRECTOR. (EXECUTIVE & CHAIRMAN OF COMMITTEE)

FOR

YES

FOR

12. RE-ELECTION OF KA MIKELLS AS A DIRECTOR. (EXECUTIVE)

FOR

YES

FOR

13. RE-ELECTION OF AJH STEWART AS A DIRECTOR. (AUDIT, CHAIRMAN OF COMMITTEE, NOMINATION & REMUNERATION)

FOR

YES

FOR

14. RE-APPOINTMENT OF AUDITOR.

FOR

YES

FOR

15. REMUNERATION OF AUDITOR.

FOR

YES

FOR

16. AUTHORITY TO ALLOT SHARES.

FOR

YES

FOR

17. DISAPPLICATION OF PRE-EMPTION RIGHTS.

FOR

YES

FOR

18. AUTHORITY TO PURCHASE OWN ORDINARY SHARES.

FOR

YES

FOR

19. AUTHORITY TO MAKE POLITICAL DONATIONS AND/OR TO INCUR POLITICAL EXPENDITURE IN THE EU.

FOR

YES

FOR

20. ADOPTION OF THE DIAGEO PLC 2017 SHARE VALUE PLAN.

FOR

YES

FOR

BALANCED FUND

94904P104

74005P104

PRAXAIR, INC.

9/27/2017

SPECIAL

1. BUSINESS COMBINATION PROPOSAL. A PROPOSAL TO ADOPT THE BUSINESS COMBINATION AGREEMENT, DATED AS OF JUNE 1, 2017, AS AMENDED, BY AND AMONG PRAXAIR, INC., LINDE AKTIENGESELLSCHAFT, LINDE PLC (F/K/A ZAMALIGHT PLC), ZAMALIGHT HOLDCO LLC AND ZAMALIGHT SUBCO, INC., AS THE SAME MAY BE AMENDED FROM TIME TO TIME, AND TO APPROVE THE TRANSACTIONS CONTEMPLATED THEREBY.

FOR

YES

FOR

2. DISTRIBUTABLE RESERVES CREATION PROPOSAL. A NON-BINDING ADVISORY PROPOSAL TO APPROVE THE REDUCTION OF THE SHARE PREMIUM ACCOUNT OF LINDE PLC TO ALLOW FOR THE CREATION OF DISTRIBUTABLE RESERVES OF LINDE PLC.

FOR

YES

FOR

3. COMPENSATION PROPOSAL. A NON-BINDING, ADVISORY PROPOSAL TO APPROVE THE COMPENSATION THAT MAY BECOME PAYABLE TO PRAXAIR, INC.’S NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE BUSINESS COMBINATION.

FOR

YES

FOR

4. SHAREHOLDER ADJOURNMENT PROPOSAL. A PROPOSAL TO ADJOURN THE PRAXAIR SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO (1) SOLICIT ADDITIONAL PROXIES IN THE EVENT, BASED ON THE TABULATED VOTES, THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE SPECIAL MEETING OF SHAREHOLDERS TO APPROVE THE ABOVE-MENTIONED PROPOSALS AND/OR (2) HOLD THE SPECIAL MEETING ON A DATE THAT IS NO LATER THAN THE DAY PRIOR TO THE DATE OF THE EXPIRATION OF THE ACCEPTANCE PERIOD AS DEFINED IN THE PROXY STATEMENT, IN THE EVENT THAT SUCH DATE OF EXPIRATION IS EXTENDED.

FOR

YES

FOR

BALANCED FUND

94904P104

ORCL

68389X105

ORACLE CORPORATION

11/15/2017

ANNUAL

1. DIRECTOR: JEFFREY S. BERG, MICHAEL J. BOSKIN, SAFRA A. CATZ, BRUCE R. CHIZEN, GEORGE H. CONRADES, LAWRENCE J. ELLISON, HECTOR GARCIA-MOLINA, JEFFREY O. HENLEY, MARK V. HURD, RENEE J. JAMES, LEON E. PANETTA, NAOMI O. SELIGMAN

FOR

YES

FOR

2. ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS.

FOR

YES

FOR

3. ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF NAMED EXECUTIVE OFFICERS.

1 YEAR

YES

1 YEAR

4. APPROVAL OF THE ORACLE CORPORATION AMENDED AND RESTATED 2000 LONG- TERM EQUITY INCENTIVE PLAN.

FOR

YES

FOR

5. RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2018.

FOR

YES

FOR

6. STOCKHOLDER PROPOSAL REGARDING POLITICAL CONTRIBUTIONS REPORT.

AGAINST

YES

AGAINST

7. STOCKHOLDER PROPOSAL REGARDING PAY EQUITY REPORT.

AGAINST

YES

AGAINST

8. STOCKHOLDER PROPOSAL REGARDING PROXY ACCESS REFORM.

AGAINST

YES

AGAINST

BALANCED FUND

94904P104

GWRE

40171V100

GUIDEWIRE SOFTWARE INC

12/7/2017

ANNUAL

1. DIRECTOR: ANDREW W.F. BROWN, CLIFTON T. WEATHERFORD

FOR

YES

FOR

2. TO RATIFY THE SELECTION OF KPMG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR ITS FISCAL YEAR ENDING JULY 31, 2018.

FOR

YES

FOR

3. TO APPROVE, BY NON-BINDING VOTE, THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.

FOR

YES

FOR

BALANCED FUND

94904P104

92826C839

VISA INC.

1/30/2018

ANNUAL

1. ELECTION OF DIRECTOR: LLOYD A. CARNEY, MARY B. CRANSTON, FRANCISCO JAVIER FERNANDEZ-CARBAJAL, GARY A. HOFFMAN, ALFRED F. KELLY, JR., JOHN F. LUNDGREN, ROBERT W. MATSCHULLAT, SUZANNE NORA JOHNSON, JOHN A.C. SWAINSON, MAYNARD G. WEBB, JR

FOR

YES

FOR

2. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION.

FOR

YES

FOR

3. RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2018 FISCAL YEAR.

FOR

YES

FOR

BALANCED FUND

94904P104

MON

61166W101

MONSANTO COMPANY

1/31/2018

ANNUAL

1. Election of Director: Dwight M. (Mitch) Barns, Gregory H. Boyce, David L. Chicoine, Ph.D., Janice L. Fields, Hugh Grant, Laura K. Ipsen, Marcos M. Lutz, C. Steven McMillan, Jon R. Moeller, George H. Poste, Ph.D., D.V.M., Robert J. Stevens, Patricia Verduin, Ph.D.

FOR

YES

FOR

2. Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2018.

FOR

YES

FOR

3. Advisory (Non-Binding) vote to approve executive compensation.

FOR

YES

FOR

4. Shareowner proposal: Bylaw amendment to create Board Human Rights Committee.

AGAINST

YES

AGAINST

BALANCED FUND

94904P104

ACN

G1151C101

ACCENTURE PLC

2/7/2018

ANNUAL

1. RE-APPOINTMENT OF DIRECTOR: JAIME ARDILA, CHARLES H. GIANCARLO, HERBERT HAINER, MARJORIE MAGNER, NANCY MCKINSTRY, PIERRE NANTERME, GILLES C. PELISSON, PAULA A. PRICE, ARUN SARIN, FRANK K. TANG, TRACEY T. TRAVIS

FOR

YES

FOR

2. TO APPROVE, IN A NON-BINDING VOTE, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

FOR

YES

FOR

3. TO APPROVE AN AMENDMENT TO THE AMENDED AND RESTATED ACCENTURE PLC 2010 SHARE INCENTIVE PLAN (2010 SIP) TO INCREASE THE NUMBER OF SHARES AVAILABLE FOR ISSUANCE.

FOR

YES

FOR

4. TO RATIFY, IN A NON-BINDING VOTE, THE APPOINTMENT OF KPMG LLP (KPMG) AS INDEPENDENT AUDITORS OF ACCENTURE AND TO AUTHORIZE, IN A BINDING VOTE, THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS TO DETERMINE KPMG’S REMUNERATION.

FOR

YES

FOR

5. TO GRANT THE BOARD OF DIRECTORS THE AUTHORITY TO ISSUE SHARES UNDER IRISH LAW.

FOR

YES

FOR

6. TO GRANT THE BOARD OF DIRECTORS THE AUTHORITY TO OPT-OUT OF PRE-EMPTION RIGHTS UNDER IRISH LAW.

FOR

YES

FOR

7. TO DETERMINE THE PRICE RANGE AT WHICH ACCENTURE CAN RE-ALLOT SHARES THAT IT ACQUIRES AS TREASURY SHARES UNDER IRISH LAW.

FOR

YES

FOR

8. TO APPROVE AN INTERNAL MERGER TRANSACTION.

FOR

YES

FOR

9. TO AMEND THE COMPANY’S ARTICLES OF ASSOCIATION TO NO LONGER REQUIRE SHAREHOLDER APPROVAL OF CERTAIN INTERNAL TRANSACTIONS.

FOR

YES

FOR

BALANCED FUND

94904P104

MRVL

G5876H105

MARVELL TECHNOLOGY GROUP LTD.

3/16/2018

SPECIAL

1. Share Issuance Proposal: To approve the issuance of Marvell common shares (the Marvell Share Issuance) in connection with the merger (the Merger) of Kauai Acquisition Corp. with and into Cavium, Inc.(Cavium), with Cavium continuing as the surviving corporation in the Merger and as a direct wholly owned subsidiary of Marvell Technology, Inc.

FOR

YES

FOR

2. Adjournment Proposal: To approve adjournments of the Marvell general meeting, if necessary or appropriate, to permit further solicitation of proxies if there are not sufficient votes at the time of the Marvell general meeting to approve the Marvell Share Issuance (the Marvell Adjournment Proposal”).”

FOR

YES

FOR

BALANCED FUND

94904P104

BUD

03524A108

ANHEUSER-BUSCH INBEV SA

4/25/2018

ANNUAL

4. Approval of the statutory annual accounts

FOR

YES

FOR

5. Discharge to the Directors

FOR

YES

FOR

6. Discharge to the statutory auditor

FOR

YES

FOR

7a. Renewing the appointment as director of Mr. Paul Cornet de Ways Ruart, for a period of two years

FOR

YES

FOR

7b. Renewing the appointment as director of Mr. Stefan Descheemaeker, for a period of two years

FOR

YES

FOR

7c. Renewing the appointment as director of Mr. Gregoire de Spoelberch, for a period of two years

FOR

YES

FOR

7d. Renewing the appointment as director o f Mr. Alexandre Van Damme, for a period of two years

FOR

YES

FOR

7e. Renewing the appointment as director of Mr. Alexandre Behring, for a period of two years

FOR

YES

FOR

7f. Renewing the appointment as director of Mr. Paulo Lemann, for a period of two years

FOR

YES

FOR

7g. Renewing the appointment as director of Mr. Carlos Alberto da Veiga Sicupira, for a period of two years

FOR

YES

FOR

7h. Renewing the appointment as director of Mr. Marcel Herrmann Telles, for a period of two years

FOR

YES

FOR

7i. Renewing the appointment as director of Mrs. Maria Asuncion Aramburuzabala, for a period of two years

FOR

YES

FOR

7j. Renewing the appointment as Restricted Share Director of Mr. Martin J. Barrington, for a period of one year

FOR

YES

FOR

7k. Renewing the appointment as Restricted Share Director of Mr. William F. Gifford, Jr., for a period of one year

FOR

YES

FOR

7l. Renewing the appointment as Restricted Share Director of Mr. Alejandro Santo Domingo Davila, for a period of one year

FOR

YES

FOR

8a. Remuneration policy and remuneration report of the Company

FOR

YES

FOR

8b. Approval of increased fixed annual fee of the Chairman

FOR

YES

FOR

8c. Stock options for Directors

FOR

YES

FOR

8d. Revised remuneration of the statutory auditor

FOR

YES

FOR

B1. Filings

FOR

YES

FOR

BALANCED FUND

94904P104

TXN

882508104

TEXAS INSTRUMENTS INCORPORATED

4/26/2018

ANNUAL

1. Election of Director: R. W. Babb, Jr., M. A. Blinn, T. M. Bluedorn, D. A. Carp, J. F. Clark, C. S. Cox, B. T. Crutcher, J. M. Hobby, R. Kirk, P. H. Patsley, R. E. Sanchez, R. K. Templeton

FOR

YES

FOR

2. Board proposal regarding advisory approval of the Company’s executive compensation.

FOR

YES

FOR

3. Board proposal to approve the Texas Instruments 2018 Director Compensation Plan.

FOR

YES

FOR

4. Board proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2018.

FOR

YES

FOR

BALANCED FUND

94904P104

AGN

G0177J108

ALLERGAN PLC

5/2/2018

ANNUAL

1. Election of Director: Nesli Basgoz, M.D., Paul M. Bisaro, Joseph H. Boccuzi, Christopher W. Bodine, Adriane M. Brown, Christopher J. Coughlin, Carol Anthony (John) Davidson, Catherine M. Klema, Peter J. McDonnell, M.D., Patrick J. O’Sullivan, Brenton L. Saunders, Fred G. Weiss

FOR

YES

FOR

2. To approve, in a non-binding vote, Named Executive Officer compensation.

FOR

YES

FOR

3. To ratify, in a non-binding vote, the appointment of PricewaterhouseCoopers LLP as the Company’s independent auditor for the fiscal year ending December 31, 2018 and to authorize, in a binding vote, the Board of Directors, acting through its Audit and Compliance Committee, to determine PricewaterhouseCoopers LLP’s remuneration.

FOR

YES

FOR

4. To renew the authority of the directors of the Company (the Directors”) to issue shares.”

FOR

YES

FOR

5A. To renew the authority of the Directors to issue shares for cash without first offering shares to existing shareholders.

FOR

YES

FOR

5B. To authorize the Directors to allot new shares up to an additional 5% for cash in connection with an acquisition or other capital investment.

FOR

YES

FOR

6. To consider a shareholder proposal requiring an independent Board Chairman, if properly presented at the meeting.

AGAINST

YES

AGAINST

BALANCED FUND

94904P104

AXTA

G0750C108

AXALTA COATING SYSTEMS LTD.

5/2/2018

ANNUAL

1. DIRECTOR: ROBERT M. MCLAUGHLIN, SAMUEL L. SMOLIK

FOR

YES

FOR

2. To approve the amendment to our Amended and Restated Bye-Laws that provides for the declassification of our board of directors.

FOR

YES

FOR

3. To approve the amendment to our Amended and Restated Bye-Laws to remove certain provisions which are no longer operative.

FOR

YES

FOR

4. To appoint PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm and auditor until the conclusion of the 2019 Annual General Meeting of Members and to delegate authority to the Board of Directors of the Company, acting through the Audit Committee, to fix the terms and remuneration thereof.

FOR

YES

FOR

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

FOR

YES

FOR

6. To approve the amendment and restatement of our 2014 Incentive Award Plan that, among other things, increases the number of shares authorized for issuance under this plan by 11,925,000 shares

FOR

YES

FOR

BALANCED FUND

94904P104

BRK/B

084670702

BERKSHIRE HATHAWAY, INC. (B)

5/5/2018

ANNUAL

1. DIRECTOR: WARREN E. BUFFETT, CHARLES T. MUNGER, GREGORY E. ABEL, HOWARD G. BUFFETT, STEPHEN B. BURKE, SUSAN L. DECKER, WILLIAM H. GATES III, DAVID S. GOTTESMAN, CHARLOTTE GUYMAN, AJIT JAIN, THOMAS S. MURPHY, RONALD L. OLSON, WALTER SCOTT, JR., MERYL B. WITMER

FOR

YES

FOR

2. Shareholder proposal regarding methane gas emissions.

AGAINST

YES

AGAINST

3. Shareholder proposal regarding adoption of a policy to encourage Berkshire subsidiaries to issue annual sustainability reports.

AGAINST

YES

AGAINST

BALANCED FUND

94904P104

DHR

235851102

DANAHER CORPORATION

5/8/2018

ANNUAL

1. Election of Director: Donald J. Ehrlich, Linda Hefner Filler, Thomas P. Joyce, Jr., Teri List-Stoll, Walter G. Lohr, Jr., Mitchell P. Rales, Steven M. Rales, John T. Schwieters, Alan G. Spoon, Raymond C. Stevens, Ph.D., Elias A. Zerhouni, M.D.

FOR

YES

FOR

2. To ratify the selection of Ernst & Young LLP as Danaher’s independent registered public accounting firm.

FOR

YES

FOR

3. To approve on an advisory basis the Company’s named executive officer compensation.

FOR

YES

FOR

4. To act upon a shareholder proposal requesting that Danaher reduce shareholder special meeting threshold from 25% to 10%.

AGAINST

YES

AGAINST

BALANCED FUND

94904P104

CMP

20451N101

COMPASS MINERALS INTERNATIONAL, INC.

5/9/2018

ANNUAL

1. Election of Director: David J. D’Antoni, Allan R. Rothwell, Lori A. Walker

FOR

YES

FOR

2. Approve, on an advisory basis, the compensation of Compass Minerals’ named executive officers, as set forth in the proxy statement.

FOR

YES

FOR

3. Ratify the appointment of Ernst & Young LLP as Compass Minerals’ independent registered accounting firm for 2018.

FOR

YES

FOR

BALANCED FUND

94904P104

50540R409

LABORATORY CORP. OF AMERICA HOLDINGS

5/10/2018

ANNUAL

1. Election of Director: Kerrii B. Anderson, Jean-Luc Belingard, D. Gary Gilliland, M.D., Ph.D., David P. King, Garheng Kong, M.D., Ph.D., Robert E. Mittelstaedt, Jr., Peter M. Neupert, Richelle P. Parham, Adam H. Schechter, R. Sanders Williams, M.D.

FOR

YES

FOR

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

FOR

YES

FOR

3. Ratification of the appointment of PricewaterhouseCoopers LLP as Laboratory Corporation of America Holdings’ independent registered public accounting firm for 2018.

FOR

YES

FOR

BALANCED FUND

94904P104

VMC

929160109

VULCAN MATERIALS COMPANY

5/11/2018

ANNUAL

1. Election of Director: Thomas A. Fanning, J. Thomas Hill, Cynthia L. Hostetler, Richard T. O’Brien, Kathleen L. Quirk

FOR

YES

FOR

2. Approval, on an advisory basis, of the compensation of our named executive officers.

FOR

YES

FOR

3. Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for 2018.

FOR

YES

FOR

BALANCED FUND

94904P104

JPM

46625H100

JPMORGAN CHASE & CO.

5/15/2018

ANNUAL

1. Election of Director: Linda B. Bammann, James A. Bell, Stephen B. Burke, Todd A. Combs, James S. Crown, James Dimon, Timothy P. Flynn, Mellody Hobson, Laban P. Jackson Jr., Michael A. Neal, Lee R. Raymond, William C. Weldon

FOR

YES

FOR

2. Ratification of special meeting provisions in the Firm’s By-Laws

FOR

YES

FOR

3. Advisory resolution to approve executive compensation

FOR

YES

FOR

4. Approval of Amended and Restated Long-Term Incentive Plan effective May 15, 2018

FOR

YES

FOR

5. Ratification of independent registered public accounting firm

FOR

YES

FOR

6. Independent Board chairman

AGAINST

YES

AGAINST

7. Vesting for government service

AGAINST

YES

AGAINST

8. Proposal to report on investments tied to genocide

AGAINST

YES

AGAINST

9. Cumulative Voting

AGAINST

YES

AGAINST

BALANCED FUND

94904P104

MLM

573284106

MARTIN MARIETTA MATERIALS, INC.

5/17/2018

ANNUAL

1. Election of Director: Sue W. Cole, Smith W. Davis, John J. Koraleski, David G. Maffucci, Michael J. Quillen, Donald W. Slager, Stephen P. Zelnak, Jr.

FOR

YES

FOR

2. Ratification of selection of PricewaterhouseCoopers as independent auditors.

FOR

YES

FOR

3. Approval, by a non-binding advisory vote, of the compensation of Martin Marietta Materials, Inc.’s named executive officers.

FOR

YES

FOR

BALANCED FUND

94904P104

RWT

758075402

REDWOOD TRUST, INC.

5/22/2018

ANNUAL

1. Election of Director: Richard D. Baum, Douglas B. Hansen, Christopher J. Abate, Mariann Byerwalter, Debora D. Horvath, Greg H. Kubicek, Karen R. Pallotta, Jeffrey T. Pero, Georganne C. Proctor

FOR

YES

FOR

2. Ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for 2018.

FOR

YES

FOR

3. Non-binding advisory resolution to approve named executive officer compensation.

FOR

YES

FOR

4. To vote to approve the adoption of the Amended and Restated 2014 Incentive Plan.

FOR

YES

FOR

BALANCED FUND

94904P104

TMO

883556102

THERMO FISHER SCIENTIFIC INC.

5/23/2018

ANNUAL

1. Election of Director: Marc N. Casper, Nelson J. Chai, C. Martin Harris, Tyler Jacks, Judy C. Lewent, Thomas J. Lynch, Jim P. Manzi, Lars R. Sorensen, Scott M. Sperling, Elaine S. Ullian, Dion J. Weisler

FOR

YES

FOR

2. An advisory vote to approve named executive officer compensation.

FOR

YES

FOR

3. Ratification of the Audit Committee’s selection of PricewaterhouseCoopers LLP as the Company’s independent auditors for 2018.

FOR

YES

FOR

BALANCED FUND

94904P104

CMCSA

20030N101

COMCAST CORPORATION - CL A

6/11/2018

ANNUAL

1. DIRECTOR: KENNETH J. BACON, MADELINE S. BELL, SHELDON M. BONOVITZ, EDWARD D. BREEN, GERALD L. HASSELL, JEFFREY A. HONICKMAN, MARITZA G. MONTIEL, ASUKA NAKAHARA, DAVID C. NOVAK, BRIAN L. ROBERTS

FOR

YES

FOR

2. Ratification of the appointment of our independent auditors

FOR

YES

FOR

3. Advisory vote on executive compensation

FOR

YES

FOR

4. To provide a lobbying report

AGAINST

YES

AGAINST

BALANCED FUND

94904P104

DLTR

256746108

DOLLAR TREE, INC.

6/14/2018

ANNUAL

1. Election of Director: Arnold S. Barron, Gregory M. Bridgeford, Mary Anne Citrino, Conrad M. Hall, Lemuel E. Lewis, Jeffrey G. Naylor, Gary M. Philbin, Bob Sasser, Thomas A. Saunders III, Stephanie P. Stahl, Thomas E. Whiddon, Carl P. Zeithaml

FOR

YES

FOR

2. To Approve, on an Advisory Basis, the Compensation of the Company’s Named Executive Officers

FOR

YES

FOR

3. To Ratify the Selection of KPMG LLP as the Company’s Independent Registered Public Accounting Firm

FOR

YES

FOR

BALANCED FUND

94904P104

AON

G0408V102

AON PLC

6/22/2018

ANNUAL

1. Re-election of Director: Lester B. Knight, Gregory C. Case, Jin-Yong Cai, Jeffrey C. Campbell, Fulvio Conti, Cheryl A. Francis, J. Michael Losh, Richard B. Myers, Richard C. Notebaert, Gloria Santona, Carolyn Y. Woo

FOR

YES

FOR

2. Advisory vote to approve executive compensation.

FOR

YES

FOR

3. Advisory vote to approve the directors’ remuneration report.

FOR

YES

FOR

4. Receipt of Aon’s annual report and accounts, together with the reports of the directors and auditors, for the year ended December 31, 2017.

FOR

YES

FOR

5. Ratification of the appointment of Ernst & Young LLP as Aon’s Independent Registered Public Accounting Firm.

FOR

YES

FOR

6. Re-appointment of Ernst & Young LLP as Aon’s U.K. statutory auditor under the Companies Act of 2006.

FOR

YES

FOR

7. Authorization of the Board of Directors to determine the remuneration of Aon’s U.K. statutory auditor.

FOR

YES

FOR

8. Approval of forms of share repurchase contracts and repurchase counterparties.

FOR

YES

FOR

9. Authorize the Board of Directors to exercise all powers of Aon to allot shares.

FOR

YES

FOR

10. Authorize the Board of Directors to allot equity securities for cash without rights of preemption.

FOR

YES

FOR

11. Authorize Aon and its subsidiaries to make political donations or expenditures.

FOR

YES

FOR

BALANCED FUND

94904P104

57636Q104

MASTERCARD INCORPORATED

6/26/2018

ANNUAL

1. Election of director: Richard Haythornthwaite, Ajay Banga, Silvio Barzi, David R. Carlucci, Richard K. Davis, Steven J. Freiberg, Julius Genachowski, Choon Phong Goh, Merit E. Janow, Nancy Karch, Oki Matsumoto, Rima Qureshi, Jose Octavio Reyes Lagunes, Jackson Tai

FOR

YES

FOR

2. Advisory approval of Mastercard’s executive compensation

FOR

YES

FOR

3. Ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for Mastercard for 2018

FOR

YES

FOR

BALANCED FUND

94904P104

MRVL

G5876H105

MARVELL TECHNOLOGY GROUP LTD.

6/28/2018

ANNUAL

1. Election of Director: Tudor Brown, Richard S. Hill, Oleg Khaykin, Bethany Mayer, Donna Morris, Matthew J. Murphy, Michael Strachan, Robert E. Switz

FOR

YES

FOR

2. An advisory (non-binding) vote to approve compensation of our named executive officers.

FOR

YES

FOR

3. The appointment of Deloitte & Touche LLP as Marvell’s auditors and independent registered accounting firm, and authorization of the audit committee, acting on behalf of Marvell’s board of directors, to fix the remuneration of the auditors and independent registered accounting firm, in both cases for the fiscal year ending February 2, 2019.

FOR

YES

FOR

CORE PLUS INCOME FUND

94904P823

RWT

758075402

REDWOOD TRUST, INC.

5/22/2018

ANNUAL

1. Election of Director: Richard D. Baum, Douglas B. Hansen, Christopher J. Abate, Mariann Byerwalter, Debora D. Horvath, Greg H. Kubicek, Karen R. Pallotta, Jeffrey T. Pero, Georganne C. Proctor

FOR

YES

FOR

2. Ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for 2018.

FOR

YES

FOR

3. Non-binding advisory resolution to approve named executive officer compensation.

FOR

YES

FOR

4. To vote to approve the adoption of the Amended and Restated 2014 Incentive Plan.

FOR

YES

FOR

CORE PLUS INCOME FUND

94904P823

EQC

294628102

EQUITY COMMONWEALTH

6/20/2018

ANNUAL

1. DIRECTOR: SAM ZELL, JAMES S. CORL, MARTIN L. EDELMAN, EDWARD A. GLICKMAN, DAVID HELFAND, PETER LINNEMAN, JAMES L. LOZIER, JR., MARY JANE ROBERTSON, KENNETH SHEA, GERALD A. SPECTOR, JAMES A. STAR

FOR

YES

FOR

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

FOR

YES

FOR

3. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018.

FOR

YES

FOR

HICKORY FUND

94904P500

LGFA

535919401

LIONS GATE ENTERTAINMENT CORP-CL A

9/12/2017

ANNUAL

1. ELECTION OF DIRECTOR: MICHAEL BURNS, GORDON CRAWFORD, ARTHUR EVRENSEL, JON FELTHEIMER, EMILY FINE, MICHAEL T. FRIES, SIR LUCIAN GRAINGE, DR. JOHN C. MALONE, G. SCOTT PATERSON, MARK H. RACHESKY, M.D, DARYL SIMM, HARDWICK SIMMONS, DAVID M. ZASLAV

FOR

YES

FOR

2. PROPOSAL TO REAPPOINT ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE FISCAL YEAR ENDING MARCH 31, 2018 AT A REMUNERATION TO BE DETERMINED BY THE DIRECTORS OF THE COMPANY.

FOR

YES

FOR

3. PROPOSAL TO CONDUCT AN ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION.

FOR

YES

FOR

4. PROPOSAL TO CONDUCT AN ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION.

1 YEAR

YES

1 YEAR

5. PROPOSAL TO APPROVE THE LIONS GATE ENTERTAINMENT CORP. 2017 PERFORMANCE INCENTIVE PLAN.

FOR

YES

FOR

6. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.

FOR

YES

WITHHELD

HICKORY FUND

94904P500

MTW

563571108

THE MANITOWOC COMPANY, INC.

11/17/2017

SPECIAL

1. PROPOSAL TO ADOPT AND APPROVE AN AMENDMENT TO MANITOWOC’S AMENDED AND RESTATED ARTICLES OF INCORPORATION THAT EFFECTS (A) A REVERSE STOCK SPLIT OF THE OUTSTANDING SHARES OF MANITOWOC’S COMMON STOCK, AT A REVERSE STOCK SPLIT RATIO OF ONE-FOR-FOUR, AND (B) A REDUCTION IN THE NUMBER OF AUTHORIZED SHARES OF MANITOWOC’S COMMON STOCK FROM 300,000,000 TO 75,000,000.

FOR

YES

FOR

HICKORY FUND

94904P500

WAIR

950814103

WESCO AIRCRAFT HOLDINGS, INC

1/25/2018

ANNUAL

1. DIRECTOR: DAYNE A. BAIRD, JAY L. HABERLAND, JENNIFER M. POLLINO, TODD S. RENEHAN

FOR

YES

FOR

2. APPROVE, BY A NON-BINDING ADVISORY VOTE, THE COMPANY’S EXECUTIVE COMPENSATION.

FOR

YES

FOR

3. RECOMMEND, BY A NON-BINDING ADVISORY VOTE, THE FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE THE COMPANY’S EXECUTIVE COMPENSATION.

1 YEAR

YES

1 YEAR

4. RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2018.

FOR

YES

FOR

HICKORY FUND

94904P500

LVNTA

53071M856

LIBERTY INTERACTIVE CORPORATION - VENTURES

2/2/2018

SPECIAL

1. A proposal to approve the redemption by Liberty Interactive Corporation of each share of Series A Liberty Ventures common stock and Series B Liberty Ventures common stock in exchange for one share of GCI Liberty, Inc. Class A Common Stock and GCI Liberty, Inc. Class B Common Stock, respectively, following the ...(due to space limits, see proxy statement for full proposal).

FOR

YES

FOR

2. A proposal to authorize the adjournment of the special meeting by Liberty Interactive Corporation to permit further solicitation of proxies, if necessary or appropriate, if sufficient votes are not represented at the special meeting to approve the other proposal to be presented at the special meeting.

FOR

YES

FOR

HICKORY FUND

94904P500

FLIR

302445101

FLIR SYSTEMS, INC.

4/20/2018

ANNUAL

1. Election of Director: James J. Cannon, John D. Carter, William W. Crouch, Catherine A. Halligan, Earl R. Lewis, Angus L. Macdonald, Michael T. Smith, Cathy A. Stauffer, Robert S. Tyrer, John W. Wood, Jr., Steven E. Wynne

FOR

YES

FOR

2. To ratify the appointment of KPMG LLP as the independent registered public accounting firm.

FOR

YES

FOR

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

FOR

YES

FOR

HICKORY FUND

94904P500

AXTA

G0750C108

AXALTA COATING SYSTEMS LTD.

5/2/2018

ANNUAL

1. DIRECTOR: ROBERT M. MCLAUGHLIN, SAMUEL L. SMOLIK

FOR

YES

FOR

2. To approve the amendment to our Amended and Restated Bye-Laws that provides for the declassification of our board of directors.

FOR

YES

FOR

3. To approve the amendment to our Amended and Restated Bye-Laws to remove certain provisions which are no longer operative.

FOR

YES

FOR

YES

FOR

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

FOR

YES

FOR

6. To approve the amendment and restatement of our 2014 Incentive Award Plan that, among other things, increases the number of shares authorized for issuance under this plan by 11,925,000 shares

FOR

YES

FOR

HICKORY FUND

94904P500

MUSA

626755102

MURPHY USA INC.

5/3/2018

ANNUAL

1. DIRECTOR: FRED L. HOLLIGER, JAMES W. KEYES, DIANE N. LANDEN, DAVID B. MILLER

FOR

YES

FOR

2. Approval of Executive Compensation on an Advisory, Non-Binding Basis

FOR

YES

FOR

3. Ratification of Appointment of Independent Registered Public Accounting Firm for Fiscal 2018

FOR

YES

FOR

HICKORY FUND

94904P500

GLIBA

36164V305

GCI LIBERTY, INC.

5/7/2018

SPECIAL

1. Approve the Agreement and Plan of Merger by and between GCI Liberty, Inc. and GCI Merger Sub, Inc., pursuant to which GCI Liberty, Inc. will merge with and into GCI Merger Sub, Inc., with GCI Merger Sub, Inc. (which shall be renamed GCI Liberty, Inc.) continuing as the surviving corporation and existing under the laws of the State of Delaware.

FOR

YES

FOR

2. A proposal to authorize the adjournment of the special meeting by GCI liberty, inc. to permit further solicitation of proxies, if necessary or appropriate, if sufficient votes are not represented at the special meeting to approve the other proposal to be presented at the special meeting.

FOR

YES

FOR

HICKORY FUND

94904P500

TUP

899896104

TUPPERWARE BRANDS CORPORATION

5/9/2018

ANNUAL

1. Election of Director: Catherine A. Bertini, Susan M. Cameron, Kriss Cloninger III, Meg Crofton, E. V. Goings, Angel R. Martinez, A. Monteiro de Castro, David R. Parker, Richard T. Riley, Joyce M. Roche, Patricia A. Stitzel, M. Anne Szostak

FOR

YES

FOR

2. Advisory Vote to Approve the Company’s Executive Compensation Program

FOR

YES

FOR

3. Proposal to Ratify the Appointment of the Independent Registered Public Accounting Firm

FOR

YES

FOR

HICKORY FUND

94904P500

ALSN

01973R101

ALLISON TRANSMISSION HOLDINGS, INC.

5/9/2018

ANNUAL

1. Election of Director: Stan A. Askren, Lawrence E. Dewey, David C. Everitt, Alvaro Garcia-Tunon, David S. Graziosi, William R. Harker, Richard P. Lavin, Thomas W. Rabaut, Richard V. Reynolds

FOR

YES

FOR

2. To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2018.

FOR

YES

FOR

HICKORY FUND

94904P500

CMP

20451N101

COMPASS MINERALS INTERNATIONAL, INC.

5/9/2018

ANNUAL

1. Election of Director: David J. D’Antoni, Allan R. Rothwell, Lori A. Walker

FOR

YES

FOR

2. Approve, on an advisory basis, the compensation of Compass Minerals’ named executive officers, as set forth in the proxy statement.

FOR

YES

FOR

3. Ratify the appointment of Ernst & Young LLP as Compass Minerals’ independent registered accounting firm for 2018.

FOR

YES

FOR

HICKORY FUND

94904P500

50540R409

LABORATORY CORP. OF AMERICA HOLDINGS

5/10/2018

ANNUAL

FOR

YES

FOR

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

FOR

YES

FOR

3. Ratification of the appointment of PricewaterhouseCoopers LLP as Laboratory Corporation of America Holdings’ independent registered public accounting firm for 2018.

FOR

YES

FOR

HICKORY FUND

94904P500

CFX

194014106

COLFAX CORPORATION

5/17/2018

ANNUAL

1. Election of Director: Mitchell P. Rales, Matthew L. Trerotola, Patrick W. Allender, Thomas S. Gayner, Rhonda L. Jordan, A. Clayton Perfall, Didier Teirlinck, Rajiv Vinnakota, Sharon Wienbar

FOR

YES

FOR

2. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018.

FOR

YES

FOR

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

FOR

YES

FOR

HICKORY FUND

94904P500

LICT

50187G104

LICT CORPORATION

5/21/2018

ANNUAL

1. DIRECTOR: MARIO J. GABELLI, ROBERT E. DOLAN, MARC J. GABELLI, AVRUM GRAY, SALVATORE MUOIO, PHILIP J. LOMBARDO

FOR

YES

FOR

2. To ratify the appointment of BDO USA, LLP as the Corporation’s independent auditors for the year ending December 31, 2018.

FOR

YES

FOR

HICKORY FUND

94904P500

RWT

758075402

REDWOOD TRUST, INC.

5/22/2018

ANNUAL

1. Election of Director: Richard D. Baum, Douglas B. Hansen, Christopher J. Abate, Mariann Byerwalter, Debora D. Horvath, Greg H. Kubicek, Karen R. Pallotta, Jeffrey T. Pero, Georganne C. Proctor

FOR

YES

FOR

2. Ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for 2018.

FOR

YES

FOR

3. Non-binding advisory resolution to approve named executive officer compensation.

FOR

YES

FOR

4. To vote to approve the adoption of the Amended and Restated 2014 Incentive Plan.

FOR

YES

FOR

HICKORY FUND

94904P500

QVCA

53071M104

QURATE RETAIL, INC.

5/23/2018

ANNUAL

1. DIRECTOR: RICHARD N. BARTON, MICHAEL A. GEORGE, GREGORY B. MAFFEI

FOR

YES

FOR

2. A proposal to ratify the selection of KPMG LLP as our independent auditors for the fiscal year ending December 31, 2018.

FOR

YES

FOR

3. Adoption of the restated certificate of incorporation, which amends and restates our current charter to eliminate our tracking stock capitalization structure, reclassify shares of our existing QVC Group Common Stock into shares of our New Common Stock and make certain conforming and clarifying changes in connection with the foregoing.

FOR

YES

FOR

HICKORY FUND

94904P500

FWONA

531229870

LIBERTY MEDIA CORPORATION - FORMULA ONE

5/23/2018

ANNUAL

1. DIRECTOR: BRIAN M. DEEVY, GREGORY B. MAFFEI, ANDREA L. WONG

FOR

YES

FOR

2. A proposal to ratify the selection of KPMG LLP as our independent auditors for the fiscal year ending December 31, 2018.

FOR

YES

FOR

3. The say-on-pay proposal, to approve, on an advisory basis, the compensation of our named executive officers.

FOR

YES

FOR

4. The say-on-frequency proposal, to approve, on an advisory basis, the frequency at which stockholders are provided an advisory vote on the compensation of our named executive officers

3 YEARS

YES

1 YEAR

HICKORY FUND

94904P500

BATRA

531229706

LIBERTY MEDIA CORPORATION - BRAVES

5/23/2018

ANNUAL

1. DIRECTOR: BRIAN M. DEEVY, GREGORY B. MAFFEI, ANDREA L. WONG

FOR

YES

FOR

2. A proposal to ratify the selection of KPMG LLP as our independent auditors for the fiscal year ending December 31, 2018.

FOR

YES

FOR

3. The say-on-pay proposal, to approve, on an advisory basis, the compensation of our named executive officers.

FOR

YES

FOR

4. The say-on-frequency proposal, to approve, on an advisory basis, the frequency at which stockholders are provided an advisory vote on the compensation of our named executive officers

3 YEARS

YES

1 YEAR

HICKORY FUND

94904P500

LSXMA

531229409

LIBERTY MEDIA CORPORATION - SIRIUS

5/23/2018

ANNUAL

1. DIRECTOR: BRIAN M. DEEVY, GREGORY B. MAFFEI, ANDREA L. WONG

FOR

YES

FOR

2. A proposal to ratify the selection of KPMG LLP as our independent auditors for the fiscal year ending December 31, 2018.

FOR

YES

FOR

3. The say-on-pay proposal, to approve, on an advisory basis, the compensation of our named executive officers.

FOR

YES

FOR

4. The say-on-frequency proposal, to approve, on an advisory basis, the frequency at which stockholders are provided an advisory vote on the compensation of our named executive officers

3 YEARS

YES

1 YEAR

HICKORY FUND

94904P500

LBRDA

530307107

LIBERTY BROADBAND - CL A

5/24/2018

ANNUAL

1. DIRECTOR: J. DAVID WARGO

FOR

YES

FOR

2. A proposal to ratify the selection of KPMG LLP as our independent auditors for the fiscal year ending December 31, 2018.

FOR

YES

FOR

3. The say-on-pay proposal, to approve, on an advisory basis, the compensation of our named executive officers.

FOR

YES

FOR

HICKORY FUND

94904P500

XOXO

983772104

XO GROUP INC.

5/24/2018

ANNUAL

1. DIRECTOR: DIANE IRVINE, BARBARA MESSING, MICHAEL STEIB

FOR

YES

FOR

2. Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2018.

FOR

YES

FOR

3. Advisory vote to approve named executive officer compensation.

FOR

YES

FOR

HICKORY FUND

94904P500

ACIW

004498101

ACI WORLDWIDE, INC.

6/12/2018

ANNUAL

1. DIRECTOR: JANET O. ESTEP, JAMES C. HALE, PHILIP G. HEASLEY, PAMELA H. PATSLEY, CHARLES E. PETERS, JR, DAVID A. POE, ADALIO T. SANCHEZ, THOMAS W. WARSOP III

FOR

YES

FOR

2. Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018.

FOR

YES

FOR

3. Advisory approval of the Company’s executive compensation.

FOR

YES

FOR

HICKORY FUND

94904P500

LEXEA

53046P109

LIBERTY EXPEDIA HOLDINGS, INC.

6/19/2018

ANNUAL

1. A proposal to ratify the selection of KPMG LLP as our independent auditors for the fiscal year ending December 31, 2018.

FOR

YES

FOR

2. DIRECTOR: JOHN C. MALONE, STEPHEN M. BRETT, GREGG L. ENGLES, SCOTT W. SCHOELZEL, CHRISTOPHER W. SHEAN

FOR

YES

FOR

HICKORY FUND

94904P500

EQC

294628102

EQUITY COMMONWEALTH

6/20/2018

ANNUAL

1. DIRECTOR: SAM ZELL, JAMES S. CORL, MARTIN L. EDELMAN, EDWARD A. GLICKMAN, DAVID HELFAND, PETER LINNEMAN, JAMES L. LOZIER, JR., MARY JANE ROBERTSON, KENNETH SHEA, GERALD A. SPECTOR, JAMES A. STAR

FOR

YES

FOR

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

FOR

YES

FOR

3. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018.

FOR

YES

FOR

HICKORY FUND

94904P500

GLIBA

36164V305

GCI LIBERTY, INC.

6/25/2018

ANNUAL

1. DIRECTOR: JOHN C. MALONE, GREGORY B. MAFFEI, RONALD A. DUNCAN, GREGG L. ENGLES, DONNE F. FISHER, RICHARD R. GREEN, SUE ANN HAMILTON

FOR

YES

FOR

2. A proposal to ratify the selection of KPMG LLP as our independent auditors for the fiscal year ending December 31, 2018.

FOR

YES

FOR

3. A proposal to adopt the GCI Liberty, Inc. 2018 Omnibus Incentive Plan.

FOR

YES

FOR

PARTNERS III OPPORTUNITY FUND

94904P872

WAIR

950814103

WESCO AIRCRAFT HOLDINGS, INC

1/25/2018

ANNUAL

1. DIRECTOR: DAYNE A. BAIRD, JAY L. HABERLAND, JENNIFER M. POLLINO, TODD S. RENEHAN

FOR

YES

FOR

2. APPROVE, BY A NON-BINDING ADVISORY VOTE, THE COMPANY’S EXECUTIVE COMPENSATION.

FOR

YES

FOR

3. RECOMMEND, BY A NON-BINDING ADVISORY VOTE, THE FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE THE COMPANY’S EXECUTIVE COMPENSATION.

1 YEAR

YES

1 YEAR

4. RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2018.

FOR

YES

FOR

PARTNERS III OPPORTUNITY FUND

94904P872

92826C839

VISA INC.

1/30/2018

ANNUAL

FOR

YES

FOR

2. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION.

FOR

YES

FOR

3. RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2018 FISCAL YEAR.

FOR

YES

FOR

PARTNERS III OPPORTUNITY FUND

94904P872

LVNTA

53071M856

LIBERTY INTERACTIVE CORPORATION - VENTURES

2/2/2018

SPECIAL

FOR

YES

FOR

YES

FOR

PARTNERS III OPPORTUNITY FUND

94904P872

TXN

882508104

TEXAS INSTRUMENTS INCORPORATED

4/26/2018

ANNUAL

1. Election of Director: R. W. Babb, Jr., M. A. Blinn, T. M. Bluedorn, D. A. Carp, J. F. Clark, C. S. Cox, B. T. Crutcher, J. M. Hobby, R. Kirk, P. H. Patsley, R. E. Sanchez, R. K. Templeton

FOR

YES

FOR

2. Board proposal regarding advisory approval of the Company’s executive compensation.

FOR

YES

FOR

3. Board proposal to approve the Texas Instruments 2018 Director Compensation Plan.

FOR

YES

FOR

4. Board proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2018.

FOR

YES

FOR

PARTNERS III OPPORTUNITY FUND

94904P872

AGN

G0177J108

ALLERGAN PLC

5/2/2018

ANNUAL

FOR

YES

FOR

2. To approve, in a non-binding vote, Named Executive Officer compensation.

FOR

YES

FOR

YES

FOR

4. To renew the authority of the directors of the Company (the Directors”) to issue shares.”

FOR

YES

FOR

5A. To renew the authority of the Directors to issue shares for cash without first offering shares to existing shareholders.

FOR

YES

FOR

5B. To authorize the Directors to allot new shares up to an additional 5% for cash in connection with an acquisition or other capital investment.

FOR

YES

FOR

6. To consider a shareholder proposal requiring an independent Board Chairman, if properly presented at the meeting.

AGAINST

YES

AGAINST

PARTNERS III OPPORTUNITY FUND

94904P872

BRK/B

084670702

BERKSHIRE HATHAWAY, INC. (B)

5/5/2018

ANNUAL

FOR

YES

FOR

2. Shareholder proposal regarding methane gas emissions.

AGAINST

YES

AGAINST

3. Shareholder proposal regarding adoption of a policy to encourage Berkshire subsidiaries to issue annual sustainability reports.

AGAINST

YES

AGAINST

PARTNERS III OPPORTUNITY FUND

94904P872

GLIBA

36164V305

GCI LIBERTY, INC.

5/7/2018

SPECIAL

FOR

YES

FOR

YES

FOR

PARTNERS III OPPORTUNITY FUND

94904P872

DHR

235851102

DANAHER CORPORATION

5/8/2018

ANNUAL

FOR

YES

FOR

2. To ratify the selection of Ernst & Young LLP as Danaher’s independent registered public accounting firm.

FOR

YES

FOR

3. To approve on an advisory basis the Company’s named executive officer compensation.

FOR

YES

FOR

4. To act upon a shareholder proposal requesting that Danaher reduce shareholder special meeting threshold from 25% to 10%.

AGAINST

YES

AGAINST

PARTNERS III OPPORTUNITY FUND

94904P872

TUP

899896104

TUPPERWARE BRANDS CORPORATION

5/9/2018

ANNUAL

FOR

YES

FOR

2. Advisory Vote to Approve the Company’s Executive Compensation Program

FOR

YES

FOR

3. Proposal to Ratify the Appointment of the Independent Registered Public Accounting Firm

FOR

YES

FOR

PARTNERS III OPPORTUNITY FUND

94904P872

50540R409

LABORATORY CORP. OF AMERICA HOLDINGS

5/10/2018

ANNUAL

FOR

YES

FOR

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

FOR

YES

FOR

3. Ratification of the appointment of PricewaterhouseCoopers LLP as Laboratory Corporation of America Holdings’ independent registered public accounting firm for 2018.

FOR

YES

FOR

PARTNERS III OPPORTUNITY FUND

94904P872

MKL

570535104

MARKEL CORPORATION

5/14/2018

ANNUAL

1. Election of Director: J. Alfred Broaddus, Jr., K. Bruce Connell, Thomas S. Gayner, Stewart M. Kasen, Alan I. Kirshner, Diane Leopold, Lemuel E. Lewis, Anthony F. Markel, Steven A. Markel, Darrell D. Martin, Michael O’Reilly, Michael J. Schewel, Richard R. Whitt III, Debora J. Wilson

FOR

YES

FOR

2. Advisory vote on approval of executive compensation.

FOR

YES

FOR

3. Ratify the selection of KPMG LLP by the Audit Committee of the Board of Directors as the Company’s independent registered public accounting firm for the year ending December 31, 2018.

FOR

YES

FOR

PARTNERS III OPPORTUNITY FUND

94904P872

CFX

194014106

COLFAX CORPORATION

5/17/2018

ANNUAL

1. Election of Director: Mitchell P. Rales, Matthew L. Trerotola, Patrick W. Allender, Thomas S. Gayner, Rhonda L. Jordan, A. Clayton Perfall, Didier Teirlinck, Rajiv Vinnakota, Sharon Wienbar

FOR

YES

FOR

2. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018.

FOR

YES

FOR

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

FOR

YES

FOR

PARTNERS III OPPORTUNITY FUND

94904P872

RWT

758075402

REDWOOD TRUST, INC.

5/22/2018

ANNUAL

1. Election of Director: Richard D. Baum, Douglas B. Hansen, Christopher J. Abate, Mariann Byerwalter, Debora D. Horvath, Greg H. Kubicek, Karen R. Pallotta, Jeffrey T. Pero, Georganne C. Proctor

FOR

YES

FOR

2. Ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for 2018.

FOR

YES

FOR

3. Non-binding advisory resolution to approve named executive officer compensation.

FOR

YES

FOR

4. To vote to approve the adoption of the Amended and Restated 2014 Incentive Plan.

FOR

YES

FOR

PARTNERS III OPPORTUNITY FUND

94904P872

QVCA

53071M104

QURATE RETAIL, INC.

5/23/2018

ANNUAL

1. DIRECTOR: RICHARD N. BARTON, MICHAEL A. GEORGE, GREGORY B. MAFFEI

FOR

YES

FOR

2. A proposal to ratify the selection of KPMG LLP as our independent auditors for the fiscal year ending December 31, 2018.

FOR

YES

FOR

YES

FOR

PARTNERS III OPPORTUNITY FUND

94904P872

LSXMA

531229409

LIBERTY MEDIA CORPORATION - SIRIUS

5/23/2018

ANNUAL

1. DIRECTOR: BRIAN M. DEEVY, GREGORY B. MAFFEI, ANDREA L. WONG

FOR

YES

FOR

2. A proposal to ratify the selection of KPMG LLP as our independent auditors for the fiscal year ending December 31, 2018.

FOR

YES

FOR

3. The say-on-pay proposal, to approve, on an advisory basis, the compensation of our named executive officers.

FOR

YES

FOR

4. The say-on-frequency proposal, to approve, on an advisory basis, the frequency at which stockholders are provided an advisory vote on the compensation of our named executive officers

3 YEARS

YES

1 YEAR

PARTNERS III OPPORTUNITY FUND

94904P872

BATRA

531229706

LIBERTY MEDIA CORPORATION - BRAVES

5/23/2018

ANNUAL

1. DIRECTOR: BRIAN M. DEEVY, GREGORY B. MAFFEI, ANDREA L. WONG

FOR

YES

FOR

2. A proposal to ratify the selection of KPMG LLP as our independent auditors for the fiscal year ending December 31, 2018.

FOR

YES

FOR

3. The say-on-pay proposal, to approve, on an advisory basis, the compensation of our named executive officers.

FOR

YES

FOR

4. The say-on-frequency proposal, to approve, on an advisory basis, the frequency at which stockholders are provided an advisory vote on the compensation of our named executive officers

3 YEARS

YES

1 YEAR

PARTNERS III OPPORTUNITY FUND

94904P872

FWONA

531229870

LIBERTY MEDIA CORPORATION - FORMULA ONE

5/23/2018

ANNUAL

1. DIRECTOR: BRIAN M. DEEVY, GREGORY B. MAFFEI, ANDREA L. WONG

FOR

YES

FOR

2. A proposal to ratify the selection of KPMG LLP as our independent auditors for the fiscal year ending December 31, 2018.

FOR

YES

FOR

3. The say-on-pay proposal, to approve, on an advisory basis, the compensation of our named executive officers.

FOR

YES

FOR

4. The say-on-frequency proposal, to approve, on an advisory basis, the frequency at which stockholders are provided an advisory vote on the compensation of our named executive officers

3 YEARS

YES

1 YEAR

PARTNERS III OPPORTUNITY FUND

94904P872

LBRDA

530307107

LIBERTY BROADBAND - CL A

5/24/2018

ANNUAL

1. DIRECTOR: J. DAVID WARGO

FOR

YES

FOR

2. A proposal to ratify the selection of KPMG LLP as our independent auditors for the fiscal year ending December 31, 2018.

FOR

YES

FOR

3. The say-on-pay proposal, to approve, on an advisory basis, the compensation of our named executive officers.

FOR

YES

FOR

PARTNERS III OPPORTUNITY FUND

94904P872

INS

45816D100

INTELLIGENT SYSTEMS CORPORATION

5/24/2018

ANNUAL

1. DIRECTOR: J. LELAND STRANGE

FOR

YES

FOR

2. Approval by a non-binding advisory vote of the compensation of our named executive officers.

FOR

YES

FOR

PARTNERS III OPPORTUNITY FUND

94904P872

XOXO

983772104

XO GROUP INC.

5/24/2018

ANNUAL

1. DIRECTOR: DIANE IRVINE, BARBARA MESSING, MICHAEL STEIB

FOR

YES

FOR

2. Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2018.

FOR

YES

FOR

3. Advisory vote to approve named executive officer compensation.

FOR

YES

FOR

PARTNERS III OPPORTUNITY FUND

94904P872

LEXEA

53046P109

LIBERTY EXPEDIA HOLDINGS, INC.

6/19/2018

ANNUAL

1. A proposal to ratify the selection of KPMG LLP as our independent auditors for the fiscal year ending December 31, 2018.

FOR

YES

FOR

2. DIRECTOR: JOHN C. MALONE, STEPHEN M. BRETT, GREGG L. ENGLES, SCOTT W. SCHOELZEL, CHRISTOPHER W. SHEAN

FOR

YES

FOR

PARTNERS III OPPORTUNITY FUND

94904P872

GLIBA

36164V305

GCI LIBERTY, INC.

6/25/2018

ANNUAL

1. DIRECTOR: JOHN C. MALONE, GREGORY B. MAFFEI, RONALD A. DUNCAN, GREGG L. ENGLES, DONNE F. FISHER, RICHARD R. GREEN, SUE ANN HAMILTON

FOR

YES

FOR

2. A proposal to ratify the selection of KPMG LLP as our independent auditors for the fiscal year ending December 31, 2018.

FOR

YES

FOR

3. A proposal to adopt the GCI Liberty, Inc. 2018 Omnibus Incentive Plan.

FOR

YES

FOR

PARTNERS III OPPORTUNITY FUND

94904P872

KMX

143130102

CARMAX, INC.

6/26/2018

ANNUAL

1. Election of Director for a one-year term: Peter J. Bensen, Ronald E. Blaylock, Sona Chawla, Thomas J. Folliard, Shira Goodman, Robert J. Hombach, David W. McCreight, William D. Nash, Marcella Shinder, Mitchell D. Steenrod, William R. Tiefel

FOR

YES

FOR

2. To ratify the appointment of KPMG LLP as independent registered public accounting firm.

FOR

YES

FOR

3. To approve, in an advisory (non-binding) vote, the compensation of our named executive officers.

FOR

YES

FOR

4. To vote on a shareholder proposal for a report on political contributions, if properly presented at the meeting.

AGAINST

YES

AGAINST

PARTNERS III OPPORTUNITY FUND

94904P872

57636Q104

MASTERCARD INCORPORATED

6/26/2018

ANNUAL

FOR

YES

FOR

2. Advisory approval of Mastercard’s executive compensation

FOR

YES

FOR

3. Ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for Mastercard for 2018

FOR

YES

FOR

PARTNERS VALUE FUND

94904P609

ORCL

68389X105

ORACLE CORPORATION

11/15/2017

ANNUAL

FOR

YES

FOR

2. ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS.

FOR

YES

FOR

3. ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF NAMED EXECUTIVE OFFICERS.

1 YEAR

YES

1 YEAR

4. APPROVAL OF THE ORACLE CORPORATION AMENDED AND RESTATED 2000 LONG- TERM EQUITY INCENTIVE PLAN.

FOR

YES

FOR

5. RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2018.

FOR

YES

FOR

6. STOCKHOLDER PROPOSAL REGARDING POLITICAL CONTRIBUTIONS REPORT.

AGAINST

YES

AGAINST

7. STOCKHOLDER PROPOSAL REGARDING PAY EQUITY REPORT.

AGAINST

YES

AGAINST

8. STOCKHOLDER PROPOSAL REGARDING PROXY ACCESS REFORM.

AGAINST

YES

AGAINST

PARTNERS VALUE FUND

94904P609

92826C839

VISA INC.

1/30/2018

ANNUAL

FOR

YES

FOR

2. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION.

FOR

YES

FOR

3. RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2018 FISCAL YEAR.

FOR

YES

FOR

PARTNERS VALUE FUND

94904P609

FLIR

302445101

FLIR SYSTEMS, INC.

4/20/2018

ANNUAL

FOR

YES

FOR

2. To ratify the appointment of KPMG LLP as the independent registered public accounting firm.

FOR

YES

FOR

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

FOR

YES

FOR

PARTNERS VALUE FUND

94904P609

WFC

949746101

WELLS FARGO & COMPANY

4/24/2018

ANNUAL

1. Election of Director: John D. Baker II, Celeste A. Clark, Theodore F. Craver, Jr., Elizabeth A. Duke, Donald M. James, Maria R. Morris, Karen B. Peetz, Juan A. Pujadas, James H. Quigley, Ronald L. Sargent, Timothy J. Sloan, Suzanne M. Vautrinot

FOR

YES

FOR

2. Advisory resolution to approve executive compensation.

FOR

YES

FOR

3. Ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2018.

FOR

YES

FOR

4. Shareholder Proposal - Special Shareowner Meetings.

AGAINST

YES

AGAINST

5. Shareholder Proposal - Reform Executive Compensation Policy with Social Responsibility.

AGAINST

YES

AGAINST

6. Shareholder Proposal - Report on Incentive Compensation and Risks of Material Losses.

AGAINST

YES

AGAINST

PARTNERS VALUE FUND

94904P609

TXN

882508104

TEXAS INSTRUMENTS INCORPORATED

4/26/2018

ANNUAL

1. Election of Director: R. W. Babb, Jr., M. A. Blinn, T. M. Bluedorn, D. A. Carp, J. F. Clark, C. S. Cox, B. T. Crutcher, J. M. Hobby, R. Kirk, P. H. Patsley, R. E. Sanchez, R. K. Templeton

FOR

YES

FOR

2. Board proposal regarding advisory approval of the Company’s executive compensation.

FOR

YES

FOR

3. Board proposal to approve the Texas Instruments 2018 Director Compensation Plan.

FOR

YES

FOR

4. Board proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2018.

FOR

YES

FOR

PARTNERS VALUE FUND

94904P609

AGN

G0177J108

ALLERGAN PLC

5/2/2018

ANNUAL

FOR

YES

FOR

2. To approve, in a non-binding vote, Named Executive Officer compensation.

FOR

YES

FOR

YES

FOR

4. To renew the authority of the directors of the Company (the Directors”) to issue shares.”

FOR

YES

FOR

5A. To renew the authority of the Directors to issue shares for cash without first offering shares to existing shareholders.

FOR

YES

FOR

5B. To authorize the Directors to allot new shares up to an additional 5% for cash in connection with an acquisition or other capital investment.

FOR

YES

FOR

6. To consider a shareholder proposal requiring an independent Board Chairman, if properly presented at the meeting.

AGAINST

YES

AGAINST

PARTNERS VALUE FUND

94904P609

AXTA

G0750C108

AXALTA COATING SYSTEMS LTD.

5/2/2018

ANNUAL

1. DIRECTOR: ROBERT M. MCLAUGHLIN, SAMUEL L. SMOLIK

FOR

YES

FOR

2. To approve the amendment to our Amended and Restated Bye-Laws that provides for the declassification of our board of directors.

FOR

YES

FOR

3. To approve the amendment to our Amended and Restated Bye-Laws to remove certain provisions which are no longer operative.

FOR

YES

FOR

YES

FOR

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

FOR

YES

FOR

6. To approve the amendment and restatement of our 2014 Incentive Award Plan that, among other things, increases the number of shares authorized for issuance under this plan by 11,925,000 shares

FOR

YES

FOR

PARTNERS VALUE FUND

94904P609

BRK/B

084670702

BERKSHIRE HATHAWAY, INC. (B)

5/5/2018

ANNUAL

FOR

YES

FOR

2. Shareholder proposal regarding methane gas emissions.

AGAINST

YES

AGAINST

3. Shareholder proposal regarding adoption of a policy to encourage Berkshire subsidiaries to issue annual sustainability reports.

AGAINST

YES

AGAINST

PARTNERS VALUE FUND

94904P609

DHR

235851102

DANAHER CORPORATION

5/8/2018

ANNUAL

FOR

YES

FOR

2. To ratify the selection of Ernst & Young LLP as Danaher’s independent registered public accounting firm.

FOR

YES

FOR

3. To approve on an advisory basis the Company’s named executive officer compensation.

FOR

YES

FOR

4. To act upon a shareholder proposal requesting that Danaher reduce shareholder special meeting threshold from 25% to 10%.

AGAINST

YES

AGAINST

PARTNERS VALUE FUND

94904P609

ALSN

01973R101

ALLISON TRANSMISSION HOLDINGS, INC.

5/9/2018

ANNUAL

1. Election of Director: Stan A. Askren, Lawrence E. Dewey, David C. Everitt, Alvaro Garcia-Tunon, David S. Graziosi, William R. Harker, Richard P. Lavin, Thomas W. Rabaut, Richard V. Reynolds

FOR

YES

FOR

2. To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2018.

FOR

YES

FOR

PARTNERS VALUE FUND

94904P609

50540R409

LABORATORY CORP. OF AMERICA HOLDINGS

5/10/2018

ANNUAL

FOR

YES

FOR

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

FOR

YES

FOR

3. Ratification of the appointment of PricewaterhouseCoopers LLP as Laboratory Corporation of America Holdings’ independent registered public accounting firm for 2018.

FOR

YES

FOR

PARTNERS VALUE FUND

94904P609

CFX

194014106

COLFAX CORPORATION

5/17/2018

ANNUAL

1. Election of Director: Mitchell P. Rales, Matthew L. Trerotola, Patrick W. Allender, Thomas S. Gayner, Rhonda L. Jordan, A. Clayton Perfall, Didier Teirlinck, Rajiv Vinnakota, Sharon Wienbar

FOR

YES

FOR

2. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018.

FOR

YES

FOR

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

FOR

YES

FOR

PARTNERS VALUE FUND

94904P609

RWT

758075402

REDWOOD TRUST, INC.

5/22/2018

ANNUAL

1. Election of Director: Richard D. Baum, Douglas B. Hansen, Christopher J. Abate, Mariann Byerwalter, Debora D. Horvath, Greg H. Kubicek, Karen R. Pallotta, Jeffrey T. Pero, Georganne C. Proctor

FOR

YES

FOR

2. Ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for 2018.

FOR

YES

FOR

3. Non-binding advisory resolution to approve named executive officer compensation.

FOR

YES

FOR

4. To vote to approve the adoption of the Amended and Restated 2014 Incentive Plan.

FOR

YES

FOR

PARTNERS VALUE FUND

94904P609

LSXMA

531229409

LIBERTY MEDIA CORPORATION - SIRIUS

5/23/2018

ANNUAL

1. DIRECTOR: BRIAN M. DEEVY, GREGORY B. MAFFEI, ANDREA L. WONG

FOR

YES

FOR

2. A proposal to ratify the selection of KPMG LLP as our independent auditors for the fiscal year ending December 31, 2018.

FOR

YES

FOR

3. The say-on-pay proposal, to approve, on an advisory basis, the compensation of our named executive officers.

FOR

YES

FOR

4. The say-on-frequency proposal, to approve, on an advisory basis, the frequency at which stockholders are provided an advisory vote on the compensation of our named executive officers

3 YEARS

YES

1 YEAR

PARTNERS VALUE FUND

94904P609

QVCA

53071M104

QURATE RETAIL, INC.

5/23/2018

ANNUAL

1. DIRECTOR: RICHARD N. BARTON, MICHAEL A. GEORGE, GREGORY B. MAFFEI

FOR

YES

FOR

2. A proposal to ratify the selection of KPMG LLP as our independent auditors for the fiscal year ending December 31, 2018.

FOR

YES

FOR

YES

FOR

PARTNERS VALUE FUND

94904P609

LBRDA

530307107

LIBERTY BROADBAND - CL A

5/24/2018

ANNUAL

1. DIRECTOR: J. DAVID WARGO

FOR

YES

FOR

2. A proposal to ratify the selection of KPMG LLP as our independent auditors for the fiscal year ending December 31, 2018.

FOR

YES

FOR

3. The say-on-pay proposal, to approve, on an advisory basis, the compensation of our named executive officers.

FOR

YES

FOR

PARTNERS VALUE FUND

94904P609

CMCSA

20030N101

COMCAST CORPORATION - CL A

6/11/2018

ANNUAL

1. DIRECTOR: KENNETH J. BACON, MADELINE S. BELL, SHELDON M. BONOVITZ, EDWARD D. BREEN, GERALD L. HASSELL, JEFFREY A. HONICKMAN, MARITZA G. MONTIEL, ASUKA NAKAHARA, DAVID C. NOVAK, BRIAN L. ROBERTS

FOR

YES

FOR

2. Ratification of the appointment of our independent auditors

FOR

YES

FOR

3. Advisory vote on executive compensation

FOR

YES

FOR

4. To provide a lobbying report

AGAINST

YES

AGAINST

PARTNERS VALUE FUND

94904P609

AON

G0408V102

AON PLC

6/22/2018

ANNUAL

FOR

YES

FOR

2. Advisory vote to approve executive compensation.

FOR

YES

FOR

3. Advisory vote to approve the directors’ remuneration report.

FOR

YES

FOR

4. Receipt of Aon’s annual report and accounts, together with the reports of the directors and auditors, for the year ended December 31, 2017.

FOR

YES

FOR

5. Ratification of the appointment of Ernst & Young LLP as Aon’s Independent Registered Public Accounting Firm.

FOR

YES

FOR

6. Re-appointment of Ernst & Young LLP as Aon’s U.K. statutory auditor under the Companies Act of 2006.

FOR

YES

FOR

7. Authorization of the Board of Directors to determine the remuneration of Aon’s U.K. statutory auditor.

FOR

YES

FOR

8. Approval of forms of share repurchase contracts and repurchase counterparties.

FOR

YES

FOR

9. Authorize the Board of Directors to exercise all powers of Aon to allot shares.

FOR

YES

FOR

10. Authorize the Board of Directors to allot equity securities for cash without rights of preemption.

FOR

YES

FOR

11. Authorize Aon and its subsidiaries to make political donations or expenditures.

FOR

YES

FOR

PARTNERS VALUE FUND

94904P609

GLIBA

36164V305

GCI LIBERTY, INC.

6/25/2018

ANNUAL

1. DIRECTOR: JOHN C. MALONE, GREGORY B. MAFFEI, RONALD A. DUNCAN, GREGG L. ENGLES, DONNE F. FISHER, RICHARD R. GREEN, SUE ANN HAMILTON

FOR

YES

FOR

2. A proposal to ratify the selection of KPMG LLP as our independent auditors for the fiscal year ending December 31, 2018.

FOR

YES

FOR

3. A proposal to adopt the GCI Liberty, Inc. 2018 Omnibus Incentive Plan.

FOR

YES

FOR

PARTNERS VALUE FUND

94904P609

KMX

143130102

CARMAX, INC.

6/26/2018

ANNUAL

FOR

YES

FOR

2. To ratify the appointment of KPMG LLP as independent registered public accounting firm.

FOR

YES

FOR

3. To approve, in an advisory (non-binding) vote, the compensation of our named executive officers.

FOR

YES

FOR

4. To vote on a shareholder proposal for a report on political contributions, if properly presented at the meeting.

AGAINST

YES

AGAINST

PARTNERS VALUE FUND

94904P609

57636Q104

MASTERCARD INCORPORATED

6/26/2018

ANNUAL

FOR

YES

FOR

2. Advisory approval of Mastercard’s executive compensation

FOR

YES

FOR

3. Ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for Mastercard for 2018

FOR

YES

FOR

RESEARCH FUND

94904P880

THR

88362T103

THERMON GROUP HOLDINGS, INC.

7/26/2017

ANNUAL

1. DIRECTOR: MARCUS J. GEORGE, RICHARD E. GOODRICH, KEVIN J. MCGINTY, JOHN T. NESSER, III, MICHAEL W. PRESS, STEPHEN A. SNIDER, CHARLES A. SORRENTINO, BRUCE A. THAMES

FOR

YES

FOR

2. TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING MARCH 31, 2018.

FOR

YES

FOR

3. TO APPROVE, ON A NON-BINDING ADVISORY BASIS, THE COMPENSATION OF THE COMPANY’S EXECUTIVE OFFICERS AS DESCRIBED IN THE PROXY STATEMENT.

FOR

YES

FOR

4. TO RE-APPROVE THE THERMON GROUP HOLDINGS, INC. 2012 SHORT- TERM INCENTIVE PLAN.

FOR

YES

FOR

SHORT DURATION INCOME FUND

94904P864

RWT

758075402

REDWOOD TRUST, INC.

5/22/2018

ANNUAL

1. Election of Director: Richard D. Baum, Douglas B. Hansen, Christopher J. Abate, Mariann Byerwalter, Debora D. Horvath, Greg H. Kubicek, Karen R. Pallotta, Jeffrey T. Pero, Georganne C. Proctor

FOR

YES

FOR

2. Ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for 2018.

FOR

YES

FOR

3. Non-binding advisory resolution to approve named executive officer compensation.

FOR

YES

FOR

4. To vote to approve the adoption of the Amended and Restated 2014 Incentive Plan.

FOR

YES

FOR

VALUE FUND

94904P203

DEO

25243Q205

DIAGEO PLC

9/20/2017

ANNUAL

1. REPORT AND ACCOUNTS 2017.

FOR

YES

FOR

2. DIRECTORS’ REMUNERATION REPORT 2017.

FOR

YES

FOR

3. DIRECTORS’ REMUNERATION POLICY 2017.

FOR

YES

FOR

4. DECLARATION OF FINAL DIVIDEND.

FOR

YES

FOR

5. RE-ELECTION OF PB BRUZELIUS AS A DIRECTOR. (AUDIT, NOMINATION & REMUNERATION)

FOR

YES

FOR

6. RE-ELECTION OF LORD DAVIES AS A DIRECTOR. (AUDIT, NOMINATION, REMUNERATION & CHAIRMAN OF COMMITTEE)

FOR

YES

FOR

7. RE-ELECTION OF J FERRAN AS A DIRECTOR. (NOMINATION & CHAIRMAN OF COMMITTEE)

FOR

YES

FOR

8. RE-ELECTION OF HO KWONPING AS A DIRECTOR. (AUDIT, NOMINATION & REMUNERATION)

FOR

YES

FOR

9. RE-ELECTION OF BD HOLDEN AS A DIRECTOR. (AUDIT, NOMINATION & REMUNERATION)

FOR

YES

FOR

10. RE-ELECTION OF NS MENDELSOHN AS A DIRECTOR. (AUDIT, NOMINATION & REMUNERATION)

FOR

YES

FOR

11. RE-ELECTION OF IM MENEZES AS A DIRECTOR. (EXECUTIVE & CHAIRMAN OF COMMITTEE)

FOR

YES

FOR

12. RE-ELECTION OF KA MIKELLS AS A DIRECTOR. (EXECUTIVE)

FOR

YES

FOR

13. RE-ELECTION OF AJH STEWART AS A DIRECTOR. (AUDIT, CHAIRMAN OF COMMITTEE, NOMINATION & REMUNERATION)

FOR

YES

FOR

14. RE-APPOINTMENT OF AUDITOR.

FOR

YES

FOR

15. REMUNERATION OF AUDITOR.

FOR

YES

FOR

16. AUTHORITY TO ALLOT SHARES.

FOR

YES

FOR

17. DISAPPLICATION OF PRE-EMPTION RIGHTS.

FOR

YES

FOR

18. AUTHORITY TO PURCHASE OWN ORDINARY SHARES.

FOR

YES

FOR

19. AUTHORITY TO MAKE POLITICAL DONATIONS AND/OR TO INCUR POLITICAL EXPENDITURE IN THE EU.

FOR

YES

FOR

20. ADOPTION OF THE DIAGEO PLC 2017 SHARE VALUE PLAN.

FOR

YES

FOR

VALUE FUND

94904P203

74005P104

PRAXAIR, INC.

9/27/2017

SPECIAL

FOR

YES

FOR

YES

FOR

YES

FOR

YES

FOR

VALUE FUND

94904P203

ORCL

68389X105

ORACLE CORPORATION

11/15/2017

ANNUAL

FOR

YES

FOR

2. ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS.

FOR

YES

FOR

3. ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF NAMED EXECUTIVE OFFICERS.

1 YEAR

YES

1 YEAR

4. APPROVAL OF THE ORACLE CORPORATION AMENDED AND RESTATED 2000 LONG- TERM EQUITY INCENTIVE PLAN.

FOR

YES

FOR

5. RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2018.

FOR

YES

FOR

6. STOCKHOLDER PROPOSAL REGARDING POLITICAL CONTRIBUTIONS REPORT.

AGAINST

YES

AGAINST

7. STOCKHOLDER PROPOSAL REGARDING PAY EQUITY REPORT.

AGAINST

YES

AGAINST

8. STOCKHOLDER PROPOSAL REGARDING PROXY ACCESS REFORM.

AGAINST

YES

AGAINST

VALUE FUND

94904P203

92826C839

VISA INC.

1/30/2018

ANNUAL

FOR

YES

FOR

2. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION.

FOR

YES

FOR

3. RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE 2018 FISCAL YEAR.

FOR

YES

FOR

VALUE FUND

94904P203

MON

61166W101

MONSANTO COMPANY

1/31/2018

ANNUAL

FOR

YES

FOR

2. Ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2018.

FOR

YES

FOR

3. Advisory (Non-Binding) vote to approve executive compensation.

FOR

YES

FOR

4. Shareowner proposal: Bylaw amendment to create Board Human Rights Committee.

AGAINST

YES

AGAINST

VALUE FUND

94904P203

ACN

G1151C101

ACCENTURE PLC

2/7/2018

ANNUAL

FOR

YES

FOR

2. TO APPROVE, IN A NON-BINDING VOTE, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

FOR

YES

FOR

3. TO APPROVE AN AMENDMENT TO THE AMENDED AND RESTATED ACCENTURE PLC 2010 SHARE INCENTIVE PLAN (2010 SIP) TO INCREASE THE NUMBER OF SHARES AVAILABLE FOR ISSUANCE.

FOR

YES

FOR

YES

FOR

5. TO GRANT THE BOARD OF DIRECTORS THE AUTHORITY TO ISSUE SHARES UNDER IRISH LAW.

FOR

YES

FOR

6. TO GRANT THE BOARD OF DIRECTORS THE AUTHORITY TO OPT-OUT OF PRE-EMPTION RIGHTS UNDER IRISH LAW.

FOR

YES

FOR

7. TO DETERMINE THE PRICE RANGE AT WHICH ACCENTURE CAN RE-ALLOT SHARES THAT IT ACQUIRES AS TREASURY SHARES UNDER IRISH LAW.

FOR

YES

FOR

8. TO APPROVE AN INTERNAL MERGER TRANSACTION.

FOR

YES

FOR

9. TO AMEND THE COMPANY’S ARTICLES OF ASSOCIATION TO NO LONGER REQUIRE SHAREHOLDER APPROVAL OF CERTAIN INTERNAL TRANSACTIONS.

FOR

YES

FOR

VALUE FUND

94904P203

WFC

949746101

WELLS FARGO & COMPANY

4/24/2018

ANNUAL

FOR

YES

FOR

2. Advisory resolution to approve executive compensation.

FOR

YES

FOR

3. Ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2018.

FOR

YES

FOR

4. Shareholder Proposal - Special Shareowner Meetings.

AGAINST

YES

AGAINST

5. Shareholder Proposal - Reform Executive Compensation Policy with Social Responsibility.

AGAINST

YES

AGAINST

6. Shareholder Proposal - Report on Incentive Compensation and Risks of Material Losses.

AGAINST

YES

AGAINST

VALUE FUND

94904P203

AGN

G0177J108

ALLERGAN PLC

5/2/2018

ANNUAL

FOR

YES

FOR

2. To approve, in a non-binding vote, Named Executive Officer compensation.

FOR

YES

FOR

YES

FOR

4. To renew the authority of the directors of the Company (the Directors”) to issue shares.”

FOR

YES

FOR

5A. To renew the authority of the Directors to issue shares for cash without first offering shares to existing shareholders.

FOR

YES

FOR

5B. To authorize the Directors to allot new shares up to an additional 5% for cash in connection with an acquisition or other capital investment.

FOR

YES

FOR

6. To consider a shareholder proposal requiring an independent Board Chairman, if properly presented at the meeting.

AGAINST

YES

AGAINST

VALUE FUND

94904P203

BRK/B

084670702

BERKSHIRE HATHAWAY, INC. (B)

5/5/2018

ANNUAL

FOR

YES

FOR

2. Shareholder proposal regarding methane gas emissions.

AGAINST

YES

AGAINST

3. Shareholder proposal regarding adoption of a policy to encourage Berkshire subsidiaries to issue annual sustainability reports.

AGAINST

YES

AGAINST

VALUE FUND

94904P203

DHR

235851102

DANAHER CORPORATION

5/8/2018

ANNUAL

FOR

YES

FOR

2. To ratify the selection of Ernst & Young LLP as Danaher’s independent registered public accounting firm.

FOR

YES

FOR

3. To approve on an advisory basis the Company’s named executive officer compensation.

FOR

YES

FOR

4. To act upon a shareholder proposal requesting that Danaher reduce shareholder special meeting threshold from 25% to 10%.

AGAINST

YES

AGAINST

VALUE FUND

94904P203

50540R409

LABORATORY CORP. OF AMERICA HOLDINGS

5/10/2018

ANNUAL

FOR

YES

FOR

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

FOR

YES

FOR

3. Ratification of the appointment of PricewaterhouseCoopers LLP as Laboratory Corporation of America Holdings’ independent registered public accounting firm for 2018.

FOR

YES

FOR

VALUE FUND

94904P203

RRC

75281A109

RANGE RESOURCES CORPORATION

5/16/2018

ANNUAL

1. Election of Director: Brenda A. Cline, Anthony V. Dub, Allen Finkelson, James M. Funk, Christopher A. Helms, Robert A. Innamorati, Greg G. Maxwell, Kevin S. McCarthy, Steffen E. Palko, Jeffrey L. Ventura

FOR

YES

FOR

2. A non-binding proposal to approve executive compensation philosophy (say on pay”).”

FOR

YES

FOR

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

FOR

YES

FOR

4. Stockholder Proposal - requesting publication of a political spending report.

AGAINST

YES

AGAINST

5. Stockholder Proposal-requesting publication of a methane emissions report.

AGAINST

YES

AGAINST

VALUE FUND

94904P203

PXD

723787107

PIONEER NATURAL RESOURCES COMPANY

5/17/2018

ANNUAL

1. Election of Director: Edison C. Buchanan, Andrew F. Cates, Timothy L. Dove, Phillip A. Gobe, Larry R. Grillot, Stacy P. Methvin, Royce W. Mitchell, Frank A. Risch, Scott D. Sheffield, Mona K. Sutphen, J. Kenneth Thompson, Phoebe A. Wood, Michael D. Wortley

FOR

YES

FOR

2. RATIFICATION OF SELECTION OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2018

FOR

YES

FOR

3. ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

FOR

YES

FOR

VALUE FUND

94904P203

TMO

883556102

THERMO FISHER SCIENTIFIC INC.

5/23/2018

ANNUAL

FOR

YES

FOR

2. An advisory vote to approve named executive officer compensation.

FOR

YES

FOR

3. Ratification of the Audit Committee’s selection of PricewaterhouseCoopers LLP as the Company’s independent auditors for 2018.

FOR

YES

FOR

VALUE FUND

94904P203

AMZN

023135106

AMAZON.COM, INC.

5/30/2018

ANNUAL

1. Election of Director: Jeffrey P. Bezos, Tom A. Alberg, Jamie S. Gorelick, Daniel P. Huttenlocher, Judith A. McGrath, Jonathan J. Rubinstein, Thomas O. Ryder, Patricia Q. Stonesifer, Wendell P. Weeks

FOR

YES

FOR

2. RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS

FOR

YES

FOR

3. ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

FOR

YES

FOR

4. SHAREHOLDER PROPOSAL REGARDING DIVERSE BOARD CANDIDATES

AGAINST

YES

AGAINST

5. SHAREHOLDER PROPOSAL REGARDING A POLICY TO REQUIRE AN INDEPENDENT BOARD CHAIR

AGAINST

YES

AGAINST

6. SHAREHOLDER PROPOSAL REGARDING VOTE-COUNTING PRACTICES FOR SHAREHOLDER PROPOSALS

AGAINST

YES

AGAINST

VALUE FUND

94904P203

30303M102

FACEBOOK, INC.

5/31/2018

ANNUAL

1. DIRECTOR: MARC L. ANDREESSEN, ERSKINE B. BOWLES, KENNETH I. CHENAULT, S. D. DESMOND-HELLMANN, REED HASTINGS, JAN KOUM, SHERYL K. SANDBERG, PETER A. THIEL, MARK ZUCKERBERG

FOR

YES

FOR

2. To ratify the appointment of Ernst & Young LLP as Facebook, Inc.’s independent registered public accounting firm for the fiscal year ending December 31, 2018.

FOR

YES

FOR

3. A stockholder proposal regarding change in stockholder voting.

AGAINST

YES

FOR

4. A stockholder proposal regarding a risk oversight committee.

AGAINST

YES

AGAINST

5. A stockholder proposal regarding simple majority vote.

AGAINST

YES

FOR

6. A stockholder proposal regarding a content governance report.

AGAINST

YES

AGAINST

7. A stockholder proposal regarding median pay by gender.

AGAINST

YES

AGAINST

8. A stockholder proposal regarding tax principles.

AGAINST

YES

AGAINST

VALUE FUND

94904P203

BKNG

09857L108

BOOKING HOLDINGS INC.

6/7/2018

ANNUAL

1. DIRECTOR: TIMOTHY M. ARMSTRONG, JEFFERY H. BOYD, JEFFREY E. EPSTEIN, GLENN D. FOGEL, MIRIAN GRADDICK-WEIR, JAMES M. GUYETTE, ROBERT J. MYLOD, JR., CHARLES H. NOSKI, NANCY B. PERETSMAN, NICHOLAS J. READ, THOMAS E. ROTHMAN, CRAIG W. RYDIN, LYNN M. VOJVODICH

FOR

YES

FOR

2. Ratification of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2018.

FOR

YES

FOR

3. Advisory Vote to Approve 2017 Executive Compensation.

FOR

YES

FOR

4. Vote to Approve Amendments to the Company’s 1999 Omnibus Plan.

FOR

YES

FOR

5. Stockholder Proposal requesting that the Company adopt a policy that the Chairperson of the Board must be an independent director.

AGAINST

YES

AGAINST

VALUE FUND

94904P203

CMCSA

20030N101

COMCAST CORPORATION - CL A

6/11/2018

ANNUAL

1. DIRECTOR: KENNETH J. BACON, MADELINE S. BELL, SHELDON M. BONOVITZ, EDWARD D. BREEN, GERALD L. HASSELL, JEFFREY A. HONICKMAN, MARITZA G. MONTIEL, ASUKA NAKAHARA, DAVID C. NOVAK, BRIAN L. ROBERTS

FOR

YES

FOR

2. Ratification of the appointment of our independent auditors

FOR

YES

FOR

3. Advisory vote on executive compensation

FOR

YES

FOR

4. To provide a lobbying report

AGAINST

YES

AGAINST

VALUE FUND

94904P203

DLTR

256746108

DOLLAR TREE, INC.

6/14/2018

ANNUAL

FOR

YES

FOR

2. To Approve, on an Advisory Basis, the Compensation of the Company’s Named Executive Officers

FOR

YES

FOR

3. To Ratify the Selection of KPMG LLP as the Company’s Independent Registered Public Accounting Firm

FOR

YES

FOR

VALUE FUND

94904P203

AON

G0408V102

AON PLC

6/22/2018

ANNUAL

FOR

YES

FOR

2. Advisory vote to approve executive compensation.

FOR

YES

FOR

3. Advisory vote to approve the directors’ remuneration report.

FOR

YES

FOR

4. Receipt of Aon’s annual report and accounts, together with the reports of the directors and auditors, for the year ended December 31, 2017.

FOR

YES

FOR

5. Ratification of the appointment of Ernst & Young LLP as Aon’s Independent Registered Public Accounting Firm.

FOR

YES

FOR

6. Re-appointment of Ernst & Young LLP as Aon’s U.K. statutory auditor under the Companies Act of 2006.

FOR

YES

FOR

7. Authorization of the Board of Directors to determine the remuneration of Aon’s U.K. statutory auditor.

FOR

YES

FOR

8. Approval of forms of share repurchase contracts and repurchase counterparties.

FOR

YES

FOR

9. Authorize the Board of Directors to exercise all powers of Aon to allot shares.

FOR

YES

FOR

10. Authorize the Board of Directors to allot equity securities for cash without rights of preemption.

FOR

YES

FOR

11. Authorize Aon and its subsidiaries to make political donations or expenditures.

FOR

YES

FOR

VALUE FUND

94904P203

57636Q104

MASTERCARD INCORPORATED

6/26/2018

ANNUAL

FOR

YES

FOR

2. Advisory approval of Mastercard’s executive compensation

FOR

YES

FOR

3. Ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for Mastercard for 2018

FOR

YES

FOR

VALUE FUND

94904P203

KMX

143130102

CARMAX, INC.

6/26/2018

ANNUAL

FOR

YES

FOR

2. To ratify the appointment of KPMG LLP as independent registered public accounting firm.

FOR

YES

FOR

3. To approve, in an advisory (non-binding) vote, the compensation of our named executive officers.

FOR

YES

FOR

4. To vote on a shareholder proposal for a report on political contributions, if properly presented at the meeting.

AGAINST

YES

AGAINST

SIGNATURES

Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant)		The Weitz Funds

By (Signature and Title)*			/s/ Wallace R. Weitz
			Wallace R. Weitz, President
Date	August 28, 2018

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

Weitz Funds N-PXAnnual report of proxy voting record