Nuveen S&P 500 Dynamic Overwrite Fund (SPXX)
Filed: 21 Aug 23, 6:40am
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF
REGISTERED MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number 811-21809
Nuveen S&P 500 Dynamic Overwrite Fund
(Exact name of registrant as specified in charter)
333 West Wacker Drive, Chicago, Illinois 60606
(Address of principal executive offices) (Zip Code)
David J. Lamb – Chief Administrative Officer
(Name and address of agent for service)
Registrant’s telephone number, including area code: 312-917-7700
Date of fiscal year-end: December 31
Date of reporting period: June 30, 2023
Item 1. Proxy Voting Record
FORM N-PX
ICA File Number: 811-21809
Registrant Name: Nuveen S&P 500 Dynamic Overwrite Fund
Reporting Period: 07/01/2022 - 06/30/2023
Nuveen S&P 500 Dynamic Overwrite Fund
| ACUITY BRANDS, INC. Meeting Date: JAN 25, 2023 Record Date: DEC 05, 2022 Meeting Type: ANNUAL | ||||
| Ticker: AYI Security ID: 00508Y102 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1a | Elect Director Neil M. Ashe | Management | For | For |
| 1b | Elect Director Marcia J. Avedon | Management | For | For |
| 1c | Elect Director W. Patrick Battle | Management | For | For |
| 1d | Elect Director Michael J. Bender | Management | For | For |
| 1e | Elect Director G. Douglas Dillard, Jr. | Management | For | For |
| 1f | Elect Director James H. Hance, Jr. | Management | For | For |
| 1g | Elect Director Maya Leibman | Management | For | For |
| 1h | Elect Director Laura G. O'Shaughnessy | Management | For | For |
| 1i | Elect Director Mark J. Sachleben | Management | For | For |
| 1j | Elect Director Mary A. Winston | Management | For | For |
| 2 | Ratify Ernst & Young LLP as Auditors | Management | For | For |
| 3 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | Against |
| AMDOCS LIMITED Meeting Date: JAN 27, 2023 Record Date: NOV 30, 2022 Meeting Type: ANNUAL | ||||
| Ticker: DOX Security ID: G02602103 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1.1 | Elect Director Robert A. Minicucci | Management | For | For |
| 1.2 | Elect Director Adrian Gardner | Management | For | For |
| 1.3 | Elect Director Rafael de la Vega | Management | For | For |
| 1.4 | Elect Director Eli Gelman | Management | For | For |
| 1.5 | Elect Director Richard T.C. LeFave | Management | For | For |
| 1.6 | Elect Director John A. MacDonald | Management | For | For |
| 1.7 | Elect Director Shuky Sheffer | Management | For | For |
| 1.8 | Elect Director Yvette Kanouff | Management | For | For |
| 1.9 | Elect Director Sarah Ruth Davis | Management | For | For |
| 1.10 | Elect Director Amos Genish | Management | For | For |
| 2 | Approve Qualified Employee Stock Purchase Plan | Management | For | For |
| 3 | Approve an Increase in the Quarterly Cash Dividend Rate | Management | For | For |
| 4 | Accept Financial Statements and Statutory Reports | Management | For | For |
| 5 | Approve Ernst & Young LLP as Auditors and Authorize Board to Fix Their Remuneration | Management | For | For |
| AMERCO Meeting Date: AUG 18, 2022 Record Date: JUN 21, 2022 Meeting Type: ANNUAL | ||||
| Ticker: UHAL Security ID: 023586100 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1.1 | Elect Director Edward J. "Joe" Shoen | Management | For | Withhold |
| 1.2 | Elect Director James E. Acridge | Management | For | For |
| 1.3 | Elect Director John P. Brogan | Management | For | For |
| 1.4 | Elect Director James J. Grogan | Management | For | For |
| 1.5 | Elect Director Richard J. Herrera | Management | For | For |
| 1.6 | Elect Director Karl A. Schmidt | Management | For | For |
| 1.7 | Elect Director Roberta R. Shank | Management | For | For |
| 1.8 | Elect Director Samuel J. Shoen | Management | For | Withhold |
| 2 | Ratify BDO USA, LLP as Auditors | Management | For | For |
| 3 | Ratify and Affirm Decisions and Actions Taken by the Board and Executive Officers for Fiscal 2022 | Shareholder | For | Against |
| 4 | Adopt GHG Emissions Reduction Targets Aligned with the Paris Agreement Goal | Shareholder | Against | For |
| APARTMENT INCOME REIT CORP. Meeting Date: DEC 07, 2022 Record Date: OCT 20, 2022 Meeting Type: ANNUAL | ||||
| Ticker: AIRC Security ID: 03750L109 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1.1 | Elect Director Terry Considine | Management | For | For |
| 1.2 | Elect Director Thomas N. Bohjalian | Management | For | For |
| 1.3 | Elect Director Kristin R. Finney-Cooke | Management | For | For |
| 1.4 | Elect Director Thomas L. Keltner | Management | For | For |
| 1.5 | Elect Director Devin I. Murphy | Management | For | For |
| 1.6 | Elect Director Margarita Palau-Hernandez | Management | For | For |
| 1.7 | Elect Director John Dinha Rayis | Management | For | For |
| 1.8 | Elect Director Ann Sperling | Management | For | For |
| 1.9 | Elect Director Nina A. Tran | Management | For | For |
| 2 | Ratify Deloitte & Touche LLP as Auditors | Management | For | For |
| 3 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 4 | Amend Omnibus Stock Plan | Management | For | For |
| APOLLO GLOBAL MANAGEMENT, INC. Meeting Date: OCT 07, 2022 Record Date: AUG 12, 2022 Meeting Type: ANNUAL | ||||
| Ticker: APO Security ID: 03769M106 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1.1 | Elect Director Marc A. Beilinson | Management | For | For |
| 1.2 | Elect Director James R. Belardi | Management | For | For |
| 1.3 | Elect Director Jessica Bibliowicz | Management | For | For |
| 1.4 | Elect Director Walter (Jay) Clayton, III | Management | For | For |
| 1.5 | Elect Director Michael Ducey | Management | For | For |
| 1.6 | Elect Director Richard Emerson | Management | For | Withhold |
| 1.7 | Elect Director Kerry Murphy Healey | Management | For | For |
| 1.8 | Elect Director Mitra Hormozi | Management | For | For |
| 1.9 | Elect Director Pamela Joyner | Management | For | For |
| 1.10 | Elect Director Scott Kleinman | Management | For | For |
| 1.11 | Elect Director A.B. Krongard | Management | For | For |
| 1.12 | Elect Director Pauline Richards | Management | For | For |
| 1.13 | Elect Director Marc Rowan | Management | For | For |
| 1.14 | Elect Director David Simon | Management | For | For |
| 1.15 | Elect Director Lynn Swann | Management | For | For |
| 1.16 | Elect Director James Zelter | Management | For | For |
| 2 | Ratify Deloitte & Touche LLP as Auditors | Management | For | For |
| APPLIED INDUSTRIAL TECHNOLOGIES, INC. Meeting Date: OCT 25, 2022 Record Date: AUG 26, 2022 Meeting Type: ANNUAL | ||||
| Ticker: AIT Security ID: 03820C105 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1.1 | Elect Director Mary Dean Hall | Management | For | For |
| 1.2 | Elect Director Dan P. Komnenovich | Management | For | For |
| 1.3 | Elect Director Joe A. Raver | Management | For | For |
| 2 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 3 | Ratify Deloitte & Touche LLP as Auditors | Management | For | For |
| ARAMARK Meeting Date: FEB 03, 2023 Record Date: DEC 12, 2022 Meeting Type: ANNUAL | ||||
| Ticker: ARMK Security ID: 03852U106 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1a | Elect Director Susan M. Cameron | Management | For | For |
| 1b | Elect Director Greg Creed | Management | For | For |
| 1c | Elect Director Bridgette P. Heller | Management | For | For |
| 1d | Elect Director Paul C. Hilal | Management | For | For |
| 1e | Elect Director Kenneth M. Keverian | Management | For | For |
| 1f | Elect Director Karen M. King | Management | For | For |
| 1g | Elect Director Patricia E. Lopez | Management | For | For |
| 1h | Elect Director Stephen I. Sadove | Management | For | For |
| 1i | Elect Director Kevin G. Wills | Management | For | For |
| 1j | Elect Director Arthur B. Winkleblack | Management | For | For |
| 1k | Elect Director John J. Zillmer | Management | For | For |
| 2 | Ratify Deloitte & Touche LLP as Auditors | Management | For | For |
| 3 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 4 | Approve Omnibus Stock Plan | Management | For | For |
| ARCHAEA ENERGY INC. Meeting Date: DEC 13, 2022 Record Date: NOV 09, 2022 Meeting Type: SPECIAL | ||||
| Ticker: LFG Security ID: 03940F103 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1 | Approve Merger Agreement | Management | For | For |
| 2 | Adjourn Meeting | Management | For | For |
| ARDAGH METAL PACKAGING SA Meeting Date: JUL 08, 2022 Record Date: JUN 13, 2022 Meeting Type: EXTRAORDINARY SHAREHOLDERS | ||||
| Ticker: AMBP Security ID: L02235106 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1 | Approve Restructuring of Share Capital to Rename Shares in Issue as Ordinary Shares, Creation of New Class of Preferred Shares and Amend Articles 1.1, 6, 7.3, 8, 13.1, 15, and 53.2 of the Articles of Association | Management | For | Against |
| 2 | Authorize Board to Increase the Authorised Share Capital and to Limit or Cancel the Preferential Subscription Right and Amend Article 7.3 of the Articles of Association | Management | For | Against |
| 3 | Approve Share Repurchase and Amend Article 8 of the Articles of Association | Management | For | Against |
| ASHLAND INC. Meeting Date: JAN 24, 2023 Record Date: DEC 01, 2022 Meeting Type: ANNUAL | ||||
| Ticker: ASH Security ID: 044186104 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1.1 | Elect Director Steven D. Bishop | Management | For | For |
| 1.2 | Elect Director Brendan M. Cummins | Management | For | For |
| 1.3 | Elect Director Suzan F. Harrison | Management | For | For |
| 1.4 | Elect Director Jay V. Ihlenfeld | Management | For | For |
| 1.5 | Elect Director Wetteny Joseph | Management | For | For |
| 1.6 | Elect Director Susan L. Main | Management | For | For |
| 1.7 | Elect Director Guillermo Novo | Management | For | For |
| 1.8 | Elect Director Jerome A. Peribere | Management | For | For |
| 1.9 | Elect Director Janice J. Teal | Management | For | For |
| 2 | Ratify Ernst & Young LLP as Auditors | Management | For | For |
| 3 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 4 | Advisory Vote on Say on Pay Frequency | Management | One Year | One Year |
| ATLASSIAN CORPORATION PLC Meeting Date: AUG 22, 2022 Record Date: AUG 08, 2022 Meeting Type: SPECIAL | ||||
| Ticker: TEAM Security ID: G06242111 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1 | Approve Scheme of Arrangement | Management | For | For |
| ATLASSIAN CORPORATION PLC Meeting Date: AUG 22, 2022 Record Date: AUG 08, 2022 Meeting Type: COURT | ||||
| Ticker: TEAM Security ID: G06242104 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1 | Approve Scheme of Arrangement | Management | For | For |
| AVANGRID, INC. Meeting Date: JUL 20, 2022 Record Date: MAY 23, 2022 Meeting Type: ANNUAL | ||||
| Ticker: AGR Security ID: 05351W103 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1.1 | Elect Director Ignacio S. Galan | Management | For | For |
| 1.2 | Elect Director John Baldacci | Management | For | For |
| 1.3 | Elect Director Pedro Azagra Blazquez | Management | For | For |
| 1.4 | Elect Director Daniel Alcain Lopez | Management | For | For |
| 1.5 | Elect Director Maria Fatima Banez Garcia | Management | For | For |
| 1.6 | Elect Director Robert Duffy | Management | For | For |
| 1.7 | Elect Director Teresa Herbert | Management | For | For |
| 1.8 | Elect Director Patricia Jacobs | Management | For | For |
| 1.9 | Elect Director John Lahey | Management | For | For |
| 1.10 | Elect Director Jose Angel Marra Rodriguez | Management | For | For |
| 1.11 | Elect Director Santiago Martinez Garrido | Management | For | For |
| 1.12 | Elect Director Jose Sainz Armada | Management | For | Against |
| 1.13 | Elect Director Alan Solomont | Management | For | For |
| 1.14 | Elect Director Camille Joseph Varlack | Management | For | For |
| 2 | Ratify KPMG LLP as Auditors | Management | For | For |
| 3 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 4 | Advisory Vote on Say on Pay Frequency | Management | One Year | One Year |
| AVNET, INC. Meeting Date: NOV 17, 2022 Record Date: SEP 19, 2022 Meeting Type: ANNUAL | ||||
| Ticker: AVT Security ID: 053807103 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1a | Elect Director Rodney C. Adkins | Management | For | For |
| 1b | Elect Director Carlo Bozotti | Management | For | For |
| 1c | Elect Director Brenda L. Freeman | Management | For | For |
| 1d | Elect Director Philip R. Gallagher | Management | For | For |
| 1e | Elect Director Jo Ann Jenkins | Management | For | For |
| 1f | Elect Director Oleg Khaykin | Management | For | For |
| 1g | Elect Director James A. Lawrence | Management | For | For |
| 1h | Elect Director Ernest E. Maddock | Management | For | For |
| 1i | Elect Director Avid Modjtabai | Management | For | For |
| 1j | Elect Director Adalio T. Sanchez | Management | For | For |
| 2 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 3 | Ratify KPMG LLP as Auditors | Management | For | For |
| BELLRING BRANDS, INC. Meeting Date: FEB 06, 2023 Record Date: DEC 13, 2022 Meeting Type: ANNUAL | ||||
| Ticker: BRBR Security ID: 07831C103 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1.1 | Elect Director Darcy H. Davenport | Management | For | For |
| 1.2 | Elect Director Elliot H. Stein, Jr. | Management | For | For |
| 2 | Ratify PricewaterhouseCoopers LLP as Auditors | Management | For | For |
| 3 | Amend Omnibus Stock Plan | Management | For | For |
| 4 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| BERRY GLOBAL GROUP, INC. Meeting Date: FEB 15, 2023 Record Date: DEC 27, 2022 Meeting Type: ANNUAL | ||||
| Ticker: BERY Security ID: 08579W103 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1a | Elect Director B. Evan Bayh | Management | For | For |
| 1b | Elect Director Jonathan F. Foster | Management | For | For |
| 1c | Elect Director Idalene F. Kesner | Management | For | For |
| 1d | Elect Director Jill A. Rahman | Management | For | For |
| 1e | Elect Director Carl J. (Rick) Rickertsen | Management | For | For |
| 1f | Elect Director Thomas E. Salmon | Management | For | For |
| 1g | Elect Director Chaney M. Sheffield, Jr. | Management | For | For |
| 1h | Elect Director Robert A. Steele | Management | For | For |
| 1i | Elect Director Stephen E. Sterrett | Management | For | For |
| 1j | Elect Director Scott B. Ullem | Management | For | For |
| 2 | Ratify Ernst & Young LLP as Auditors | Management | For | For |
| 3 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| BIO-TECHNE CORPORATION Meeting Date: OCT 27, 2022 Record Date: SEP 02, 2022 Meeting Type: ANNUAL | ||||
| Ticker: TECH Security ID: 09073M104 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1 | Fix Number of Directors at Nine | Management | For | For |
| 2a | Elect Director Robert V. Baumgartner | Management | For | For |
| 2b | Elect Director Julie L. Bushman | Management | For | For |
| 2c | Elect Director John L. Higgins | Management | For | For |
| 2d | Elect Director Joseph D. Keegan | Management | For | For |
| 2e | Elect Director Charles R. Kummeth | Management | For | For |
| 2f | Elect Director Roeland Nusse | Management | For | For |
| 2g | Elect Director Alpna Seth | Management | For | For |
| 2h | Elect Director Randolph Steer | Management | For | For |
| 2i | Elect Director Rupert Vessey | Management | For | For |
| 3 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 4 | Approve Stock Split | Management | For | For |
| 5 | Ratify KPMG, LLP as Auditors | Management | For | For |
| BLACK KNIGHT, INC. Meeting Date: SEP 21, 2022 Record Date: AUG 12, 2022 Meeting Type: SPECIAL | ||||
| Ticker: BKI Security ID: 09215C105 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1 | Approve Merger Agreement | Management | For | For |
| 2 | Advisory Vote on Golden Parachutes | Management | For | Against |
| 3 | Adjourn Meeting | Management | For | For |
| BOOZ ALLEN HAMILTON HOLDING CORPORATION Meeting Date: JUL 27, 2022 Record Date: JUN 06, 2022 Meeting Type: ANNUAL | ||||
| Ticker: BAH Security ID: 099502106 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1a | Elect Director Horacio D. Rozanski | Management | For | For |
| 1b | Elect Director Mark E. Gaumond | Management | For | For |
| 1c | Elect Director Gretchen W. McClain | Management | For | For |
| 1d | Elect Director Melody C. Barnes | Management | For | For |
| 1e | Elect Director Ellen Jewett | Management | For | For |
| 1f | Elect Director Arthur E. Johnson | Management | For | For |
| 1g | Elect Director Charles O. Rossotti | Management | For | For |
| 2 | Ratify Ernst & Young LLP as Auditors | Management | For | For |
| 3 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 4 | Provide Right to Call Special Meeting | Management | For | For |
| 5 | Provide Right to Call a Special Meeting at a 10 Percent Ownership Threshold | Shareholder | Against | For |
| CACI INTERNATIONAL INC Meeting Date: OCT 20, 2022 Record Date: AUG 26, 2022 Meeting Type: ANNUAL | ||||
| Ticker: CACI Security ID: 127190304 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1a | Elect Director Michael A. Daniels | Management | For | For |
| 1b | Elect Director Lisa S. Disbrow | Management | For | For |
| 1c | Elect Director Susan M. Gordon | Management | For | For |
| 1d | Elect Director William L. Jews | Management | For | For |
| 1e | Elect Director Gregory G. Johnson | Management | For | For |
| 1f | Elect Director Ryan D. McCarthy | Management | For | For |
| 1g | Elect Director John S. Mengucci | Management | For | For |
| 1h | Elect Director Philip O. Nolan | Management | For | For |
| 1i | Elect Director James L. Pavitt | Management | For | For |
| 1j | Elect Director Debora A. Plunkett | Management | For | For |
| 1k | Elect Director William S. Wallace | Management | For | For |
| 2 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 3 | Ratify PricewaterhouseCoopers LLP as Auditors | Management | For | For |
| CASEY'S GENERAL STORES, INC. Meeting Date: AUG 30, 2022 Record Date: JUN 30, 2022 Meeting Type: ANNUAL | ||||
| Ticker: CASY Security ID: 147528103 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1a | Elect Director H. Lynn Horak | Management | For | For |
| 1b | Elect Director Diane C. Bridgewater | Management | For | For |
| 1c | Elect Director Sri Donthi | Management | For | For |
| 1d | Elect Director Donald E. Frieson | Management | For | For |
| 1e | Elect Director Cara K. Heiden | Management | For | For |
| 1f | Elect Director David K. Lenhardt | Management | For | For |
| 1g | Elect Director Darren M. Rebelez | Management | For | For |
| 1h | Elect Director Larree M. Renda | Management | For | For |
| 1i | Elect Director Judy A. Schmeling | Management | For | For |
| 1j | Elect Director Gregory A. Trojan | Management | For | For |
| 1k | Elect Director Allison M. Wing | Management | For | For |
| 2 | Ratify KPMG LLP as Auditors | Management | For | For |
| 3 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| CISCO SYSTEMS, INC. Meeting Date: DEC 08, 2022 Record Date: OCT 10, 2022 Meeting Type: ANNUAL | ||||
| Ticker: CSCO Security ID: 17275R102 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1a | Elect Director M. Michele Burns | Management | For | For |
| 1b | Elect Director Wesley G. Bush | Management | For | For |
| 1c | Elect Director Michael D. Capellas | Management | For | For |
| 1d | Elect Director Mark Garrett | Management | For | For |
| 1e | Elect Director John D. Harris, II | Management | For | For |
| 1f | Elect Director Kristina M. Johnson | Management | For | For |
| 1g | Elect Director Roderick C. McGeary | Management | For | For |
| 1h | Elect Director Sarah Rae Murphy | Management | For | For |
| 1i | Elect Director Charles H. Robbins | Management | For | For |
| 1j | Elect Director Brenton L. Saunders | Management | For | For |
| 1k | Elect Director Lisa T. Su | Management | For | For |
| 1l | Elect Director Marianna Tessel | Management | For | For |
| 2 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 3 | Ratify PricewaterhouseCoopers LLP as Auditors | Management | For | For |
| 4 | Report on Tax Transparency Set Forth in the Global Reporting Initiative's Tax Standard | Shareholder | Against | Against |
| COSTCO WHOLESALE CORPORATION Meeting Date: JAN 19, 2023 Record Date: NOV 11, 2022 Meeting Type: ANNUAL | ||||
| Ticker: COST Security ID: 22160K105 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1a | Elect Director Susan L. Decker | Management | For | For |
| 1b | Elect Director Kenneth D. Denman | Management | For | For |
| 1c | Elect Director Richard A. Galanti | Management | For | For |
| 1d | Elect Director Hamilton E. James | Management | For | For |
| 1e | Elect Director W. Craig Jelinek | Management | For | For |
| 1f | Elect Director Sally Jewell | Management | For | For |
| 1g | Elect Director Charles T. Munger | Management | For | For |
| 1h | Elect Director Jeffrey S. Raikes | Management | For | For |
| 1i | Elect Director John W. Stanton | Management | For | For |
| 1j | Elect Director Ron M. Vachris | Management | For | For |
| 1k | Elect Director Mary Agnes (Maggie) Wilderotter | Management | For | For |
| 2 | Ratify KPMG LLP as Auditors | Management | For | For |
| 3 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 4 | Advisory Vote on Say on Pay Frequency | Management | One Year | One Year |
| 5 | Report on Risk Due to Restrictions on Reproductive Rights | Shareholder | Against | Against |
| DECKERS OUTDOOR CORPORATION Meeting Date: SEP 12, 2022 Record Date: JUL 14, 2022 Meeting Type: ANNUAL | ||||
| Ticker: DECK Security ID: 243537107 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1.1 | Elect Director Michael F. Devine, III | Management | For | For |
| 1.2 | Elect Director David A. Burwick | Management | For | For |
| 1.3 | Elect Director Nelson C. Chan | Management | For | For |
| 1.4 | Elect Director Cynthia (Cindy) L. Davis | Management | For | For |
| 1.5 | Elect Director Juan R. Figuereo | Management | For | For |
| 1.6 | Elect Director Maha S. Ibrahim | Management | For | For |
| 1.7 | Elect Director Victor Luis | Management | For | For |
| 1.8 | Elect Director Dave Powers | Management | For | For |
| 1.9 | Elect Director Lauri M. Shanahan | Management | For | For |
| 1.10 | Elect Director Bonita C. Stewart | Management | For | For |
| 2 | Ratify KPMG LLP as Auditors | Management | For | For |
| 3 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| DEERE & COMPANY Meeting Date: FEB 22, 2023 Record Date: DEC 27, 2022 Meeting Type: ANNUAL | ||||
| Ticker: DE Security ID: 244199105 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1a | Elect Director Leanne G. Caret | Management | For | For |
| 1b | Elect Director Tamra A. Erwin | Management | For | For |
| 1c | Elect Director Alan C. Heuberger | Management | For | For |
| 1d | Elect Director Charles O. Holliday, Jr. | Management | For | For |
| 1e | Elect Director Michael O. Johanns | Management | For | For |
| 1f | Elect Director Clayton M. Jones | Management | For | For |
| 1g | Elect Director John C. May | Management | For | For |
| 1h | Elect Director Gregory R. Page | Management | For | For |
| 1i | Elect Director Sherry M. Smith | Management | For | For |
| 1j | Elect Director Dmitri L. Stockton | Management | For | For |
| 1k | Elect Director Sheila G. Talton | Management | For | For |
| 2 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 3 | Advisory Vote on Say on Pay Frequency | Management | One Year | One Year |
| 4 | Ratify Deloitte & Touche LLP as Auditors | Management | For | For |
| 5 | Submit Severance Agreement (Change-in-Control) to Shareholder Vote | Shareholder | Against | Against |
| DYNATRACE, INC. Meeting Date: AUG 24, 2022 Record Date: JUL 01, 2022 Meeting Type: ANNUAL | ||||
| Ticker: DT Security ID: 268150109 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1a | Elect Director Ambika Kapur Gadre | Management | For | For |
| 1b | Elect Director Steve Rowland | Management | For | Withhold |
| 1c | Elect Director Kenneth 'Chip' Virnig | Management | For | Withhold |
| 2 | Ratify Ernst & Young LLP as Auditors | Management | For | For |
| 3 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| EAGLE MATERIALS INC. Meeting Date: AUG 05, 2022 Record Date: JUN 08, 2022 Meeting Type: ANNUAL | ||||
| Ticker: EXP Security ID: 26969P108 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1a | Elect Director George J. Damiris | Management | For | For |
| 1b | Elect Director Martin M. Ellen | Management | For | For |
| 1c | Elect Director David B. Powers | Management | For | For |
| 2 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 3 | Ratify Ernst & Young LLP as Auditors | Management | For | For |
| ELECTRONIC ARTS INC. Meeting Date: AUG 11, 2022 Record Date: JUN 17, 2022 Meeting Type: ANNUAL | ||||
| Ticker: EA Security ID: 285512109 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1a | Elect Director Kofi A. Bruce | Management | For | For |
| 1b | Elect Director Rachel A. Gonzalez | Management | For | For |
| 1c | Elect Director Jeffrey T. Huber | Management | For | For |
| 1d | Elect Director Talbott Roche | Management | For | For |
| 1e | Elect Director Richard A. Simonson | Management | For | For |
| 1f | Elect Director Luis A. Ubinas | Management | For | For |
| 1g | Elect Director Heidi J. Ueberroth | Management | For | For |
| 1h | Elect Director Andrew Wilson | Management | For | For |
| 2 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 3 | Ratify KPMG LLP as Auditors | Management | For | For |
| 4 | Amend Omnibus Stock Plan | Management | For | For |
| 5 | Reduce Ownership Threshold for Shareholders to Call Special Meetings to 15% | Management | For | For |
| 6 | Submit Severance Agreement (Change-in-Control) to Shareholder Vote | Shareholder | Against | For |
| EMERSON ELECTRIC CO. Meeting Date: FEB 07, 2023 Record Date: NOV 29, 2022 Meeting Type: ANNUAL | ||||
| Ticker: EMR Security ID: 291011104 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1a | Elect Director Martin S. Craighead | Management | For | For |
| 1b | Elect Director Gloria A. Flach | Management | For | For |
| 1c | Elect Director Matthew S. Levatich | Management | For | For |
| 2 | Ratify KPMG LLP as Auditors | Management | For | For |
| 3 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 4 | Advisory Vote on Say on Pay Frequency | Management | One Year | One Year |
| FRONTLINE LTD. Meeting Date: SEP 30, 2022 Record Date: AUG 19, 2022 Meeting Type: ANNUAL | ||||
| Ticker: FRO Security ID: G3682E192 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1 | Fix Number of Directors at Eight | Management | For | For |
| 2 | Authorize Board to Fill Vacancies | Management | For | For |
| 3 | Elect Director John Fredriksen | Management | For | Against |
| 4 | Elect Director James O'Shaughnessy | Management | For | For |
| 5 | Elect Director Ola Lorentzon | Management | For | Against |
| 6 | Elect Director Ole B. Hjertaker | Management | For | Against |
| 7 | Elect Director Steen Jakobsen | Management | For | Against |
| 8 | Approve PricewaterhouseCoopers AS of Oslo, Norway as Auditors and Authorize Board to Fix Their Remuneration | Management | For | For |
| 9 | Approve Remuneration of Directors | Management | For | For |
| GLOBALFOUNDRIES INC. Meeting Date: JUL 25, 2022 Record Date: JUN 07, 2022 Meeting Type: ANNUAL | ||||
| Ticker: GFS Security ID: G39387108 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1.1 | Elect Director Thomas Caulfield | Management | For | For |
| 1.2 | Elect Director Ahmed Saeed Al Calily | Management | For | Withhold |
| 1.3 | Elect Director Tim Breen | Management | For | Withhold |
| 1.4 | Elect Director Glenda Dorchak | Management | For | For |
| 2 | Ratify KPMG LLP as Auditors | Management | For | For |
| GUIDEWIRE SOFTWARE, INC. Meeting Date: DEC 20, 2022 Record Date: OCT 24, 2022 Meeting Type: ANNUAL | ||||
| Ticker: GWRE Security ID: 40171V100 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1a | Elect Director Marcus S. Ryu | Management | For | For |
| 1b | Elect Director Paul Lavin | Management | For | For |
| 1c | Elect Director Mike Rosenbaum | Management | For | For |
| 1d | Elect Director David S. Bauer | Management | For | For |
| 1e | Elect Director Margaret Dillon | Management | For | For |
| 1f | Elect Director Michael C. Keller | Management | For | For |
| 1g | Elect Director Catherine P. Lego | Management | For | For |
| 1h | Elect Director Rajani Ramanathan | Management | For | For |
| 2 | Ratify KPMG LLP as Auditors | Management | For | For |
| 3 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 4 | Provide Right to Call Special Meeting | Management | For | For |
| 5 | Amend Certificate of Incorporation to Permit the Exculpation of Officers | Management | For | For |
| 6 | Amend Omnibus Stock Plan | Management | For | For |
| HAMILTON LANE INCORPORATED Meeting Date: SEP 01, 2022 Record Date: JUL 06, 2022 Meeting Type: ANNUAL | ||||
| Ticker: HLNE Security ID: 407497106 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1.1 | Elect Director Hartley R. Rogers | Management | For | Withhold |
| 1.2 | Elect Director Mario L. Giannini | Management | For | Withhold |
| 2 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 3 | Amend Omnibus Stock Plan | Management | For | For |
| 4 | Ratify Ernst & Young LLP as Auditors | Management | For | For |
| HEALTHCARE REALTY TRUST INCORPORATED Meeting Date: JUL 15, 2022 Record Date: JUN 10, 2022 Meeting Type: SPECIAL | ||||
| Ticker: HR Security ID: 421946104 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1 | Approve Merger Agreement | Management | For | For |
| 2 | Adjourn Meeting | Management | For | For |
| HEALTHCARE TRUST OF AMERICA, INC. Meeting Date: JUL 15, 2022 Record Date: JUN 10, 2022 Meeting Type: SPECIAL | ||||
| Ticker: HTA Security ID: 42225P501 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1 | Issue Shares in Connection with Merger | Management | For | For |
| 2 | Advisory Vote on Golden Parachutes | Management | For | Against |
| 3 | Adjourn Meeting | Management | For | For |
| HOULIHAN LOKEY, INC. Meeting Date: SEP 21, 2022 Record Date: JUL 26, 2022 Meeting Type: ANNUAL | ||||
| Ticker: HLI Security ID: 441593100 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1.1 | Elect Director Scott L. Beiser | Management | For | Withhold |
| 1.2 | Elect Director Todd J. Carter | Management | For | Withhold |
| 1.3 | Elect Director Jacqueline B. Kosecoff | Management | For | Withhold |
| 1.4 | Elect Director Paul A. Zuber | Management | For | Withhold |
| 2 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 3 | Ratify KPMG LLP as Auditors | Management | For | For |
| INTUIT INC. Meeting Date: JAN 19, 2023 Record Date: NOV 21, 2022 Meeting Type: ANNUAL | ||||
| Ticker: INTU Security ID: 461202103 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1a | Elect Director Eve Burton | Management | For | For |
| 1b | Elect Director Scott D. Cook | Management | For | For |
| 1c | Elect Director Richard L. Dalzell | Management | For | For |
| 1d | Elect Director Sasan K. Goodarzi | Management | For | For |
| 1e | Elect Director Deborah Liu | Management | For | For |
| 1f | Elect Director Tekedra Mawakana | Management | For | For |
| 1g | Elect Director Suzanne Nora Johnson | Management | For | For |
| 1h | Elect Director Thomas Szkutak | Management | For | For |
| 1i | Elect Director Raul Vazquez | Management | For | For |
| 2 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 3 | Ratify Ernst & Young LLP as Auditors | Management | For | For |
| 4 | Amend Qualified Employee Stock Purchase Plan | Management | For | For |
| JABIL INC. Meeting Date: JAN 26, 2023 Record Date: NOV 30, 2022 Meeting Type: ANNUAL | ||||
| Ticker: JBL Security ID: 466313103 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1a | Elect Director Anousheh Ansari | Management | For | For |
| 1b | Elect Director Christopher S. Holland | Management | For | For |
| 1c | Elect Director Mark T. Mondello | Management | For | For |
| 1d | Elect Director John C. Plant | Management | For | For |
| 1e | Elect Director Steven A. Raymund | Management | For | For |
| 1f | Elect Director Thomas A. Sansone | Management | For | For |
| 1g | Elect Director David M. Stout | Management | For | For |
| 1h | Elect Director Kathleen A. Walters | Management | For | For |
| 2 | Ratify Ernst & Young LLP as Auditors | Management | For | For |
| 3 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| JAZZ PHARMACEUTICALS PLC Meeting Date: JUL 28, 2022 Record Date: JUN 01, 2022 Meeting Type: ANNUAL | ||||
| Ticker: JAZZ Security ID: G50871105 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1a | Elect Director Jennifer E. Cook | Management | For | For |
| 1b | Elect Director Patrick G. Enright | Management | For | For |
| 1c | Elect Director Seamus Mulligan | Management | For | For |
| 1d | Elect Director Norbert G. Riedel | Management | For | For |
| 2 | Approve KPMG, Dublin as Auditors and Authorize Board to Fix Their Remuneration | Management | For | For |
| 3 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 4 | Authorise Issue of Equity without Pre-emptive Rights | Management | For | Against |
| 5 | Adjourn Meeting | Management | For | Against |
| LANCASTER COLONY CORPORATION Meeting Date: NOV 09, 2022 Record Date: SEP 12, 2022 Meeting Type: ANNUAL | ||||
| Ticker: LANC Security ID: 513847103 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1.1 | Elect Director Barbara L. Brasier | Management | For | For |
| 1.2 | Elect Director David A. Ciesinski | Management | For | For |
| 1.3 | Elect Director Elliot K. Fullen | Management | For | For |
| 1.4 | Elect Director Alan F. Harris | Management | For | For |
| 2 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 3 | Ratify Deloitte & Touche LLP as Auditors | Management | For | For |
| LINDE PLC Meeting Date: JUL 25, 2022 Record Date: JUL 23, 2022 Meeting Type: ANNUAL | ||||
| Ticker: LIN Security ID: G5494J103 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1a | Elect Director Stephen F. Angel | Management | For | For |
| 1b | Elect Director Sanjiv Lamba | Management | For | For |
| 1c | Elect Director Ann-Kristin Achleitner | Management | For | For |
| 1d | Elect Director Thomas Enders | Management | For | For |
| 1e | Elect Director Edward G. Galante | Management | For | For |
| 1f | Elect Director Joe Kaeser | Management | For | For |
| 1g | Elect Director Victoria E. Ossadnik | Management | For | For |
| 1h | Elect Director Martin H. Richenhagen | Management | For | For |
| 1i | Elect Director Alberto Weisser | Management | For | For |
| 1j | Elect Director Robert L. Wood | Management | For | For |
| 2a | Ratify PricewaterhouseCoopers as Auditors | Management | For | For |
| 2b | Authorise Board to Fix Remuneration of Auditors | Management | For | For |
| 3 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 4 | Approve Remuneration Report | Management | For | For |
| 5 | Determine Price Range for Reissuance of Treasury Shares | Management | For | For |
| 6 | Adopt Simple Majority Vote | Shareholder | Against | For |
| MCKESSON CORPORATION Meeting Date: JUL 22, 2022 Record Date: MAY 27, 2022 Meeting Type: ANNUAL | ||||
| Ticker: MCK Security ID: 58155Q103 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1a | Elect Director Richard H. Carmona | Management | For | For |
| 1b | Elect Director Dominic J. Caruso | Management | For | For |
| 1c | Elect Director W. Roy Dunbar | Management | For | For |
| 1d | Elect Director James H. Hinton | Management | For | For |
| 1e | Elect Director Donald R. Knauss | Management | For | For |
| 1f | Elect Director Bradley E. Lerman | Management | For | For |
| 1g | Elect Director Linda P. Mantia | Management | For | For |
| 1h | Elect Director Maria Martinez | Management | For | For |
| 1i | Elect Director Susan R. Salka | Management | For | For |
| 1j | Elect Director Brian S. Tyler | Management | For | For |
| 1k | Elect Director Kathleen Wilson-Thompson | Management | For | For |
| 2 | Ratify Deloitte & Touche LLP as Auditors | Management | For | For |
| 3 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 4 | Approve Omnibus Stock Plan | Management | For | For |
| 5 | Amend Qualified Employee Stock Purchase Plan | Management | For | For |
| 6 | Reduce Ownership Threshold for Shareholders to Call Special Meeting | Shareholder | Against | For |
| 7 | Adopt Policy on 10b5-1 Plans | Shareholder | Against | For |
| MEDTRONIC PLC Meeting Date: DEC 08, 2022 Record Date: OCT 11, 2022 Meeting Type: ANNUAL | ||||
| Ticker: MDT Security ID: G5960L103 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1a | Elect Director Richard H. Anderson | Management | For | For |
| 1b | Elect Director Craig Arnold | Management | For | For |
| 1c | Elect Director Scott C. Donnelly | Management | For | For |
| 1d | Elect Director Lidia L. Fonseca | Management | For | For |
| 1e | Elect Director Andrea J. Goldsmith | Management | For | For |
| 1f | Elect Director Randall J. Hogan, III | Management | For | For |
| 1g | Elect Director Kevin E. Lofton | Management | For | For |
| 1h | Elect Director Geoffrey S. Martha | Management | For | For |
| 1i | Elect Director Elizabeth G. Nabel | Management | For | For |
| 1j | Elect Director Denise M. O'Leary | Management | For | For |
| 1k | Elect Director Kendall J. Powell | Management | For | For |
| 2 | Approve PricewaterhouseCoopers LLP as Auditors and Authorize Board to Fix Their Remuneration | Management | For | For |
| 3 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 4 | Renew the Board's Authority to Issue Shares Under Irish Law | Management | For | For |
| 5 | Renew the Board's Authority to Opt-Out of Statutory Pre-Emptions Rights Under Irish Law | Management | For | For |
| 6 | Authorize Overseas Market Purchases of Ordinary Shares | Management | For | For |
| MICROCHIP TECHNOLOGY INCORPORATED Meeting Date: AUG 23, 2022 Record Date: JUN 24, 2022 Meeting Type: ANNUAL | ||||
| Ticker: MCHP Security ID: 595017104 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1.1 | Elect Director Matthew W. Chapman | Management | For | For |
| 1.2 | Elect Director Esther L. Johnson | Management | For | For |
| 1.3 | Elect Director Karlton D. Johnson | Management | For | For |
| 1.4 | Elect Director Wade F. Meyercord | Management | For | For |
| 1.5 | Elect Director Ganesh Moorthy | Management | For | For |
| 1.6 | Elect Director Karen M. Rapp | Management | For | For |
| 1.7 | Elect Director Steve Sanghi | Management | For | For |
| 2 | Ratify Ernst & Young LLP as Auditors | Management | For | For |
| 3 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| MICROSOFT CORPORATION Meeting Date: DEC 13, 2022 Record Date: OCT 12, 2022 Meeting Type: ANNUAL | ||||
| Ticker: MSFT Security ID: 594918104 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1.1 | Elect Director Reid G. Hoffman | Management | For | For |
| 1.2 | Elect Director Hugh F. Johnston | Management | For | For |
| 1.3 | Elect Director Teri L. List | Management | For | For |
| 1.4 | Elect Director Satya Nadella | Management | For | For |
| 1.5 | Elect Director Sandra E. Peterson | Management | For | For |
| 1.6 | Elect Director Penny S. Pritzker | Management | For | For |
| 1.7 | Elect Director Carlos A. Rodriguez | Management | For | For |
| 1.8 | Elect Director Charles W. Scharf | Management | For | For |
| 1.9 | Elect Director John W. Stanton | Management | For | For |
| 1.10 | Elect Director John W. Thompson | Management | For | For |
| 1.11 | Elect Director Emma N. Walmsley | Management | For | For |
| 1.12 | Elect Director Padmasree Warrior | Management | For | For |
| 2 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 3 | Ratify Deloitte & Touche LLP as Auditors | Management | For | For |
| 4 | Report on Cost/Benefit Analysis of Diversity and Inclusion | Shareholder | Against | Against |
| 5 | Report on Hiring of Persons with Arrest or Incarceration Records | Shareholder | Against | Against |
| 6 | Assess and Report on the Company's Retirement Funds' Management of Systemic Climate Risk | Shareholder | Against | Against |
| 7 | Report on Government Use of Microsoft Technology | Shareholder | Against | Against |
| 8 | Report on Development of Products for Military | Shareholder | Against | Against |
| 9 | Report on Tax Transparency | Shareholder | Against | Against |
| NEW JERSEY RESOURCES CORPORATION Meeting Date: JAN 25, 2023 Record Date: NOV 29, 2022 Meeting Type: ANNUAL | ||||
| Ticker: NJR Security ID: 646025106 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1.1 | Elect Director Michael A. O'Sullivan | Management | For | For |
| 1.2 | Elect Director Jane M. Kenny | Management | For | For |
| 1.3 | Elect Director Sharon C. Taylor | Management | For | For |
| 1.4 | Elect Director Stephen D. Westhoven | Management | For | For |
| 2 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 3 | Advisory Vote on Say on Pay Frequency | Management | One Year | One Year |
| 4 | Ratify Deloitte & Touche LLP as Auditors | Management | For | For |
| NIKE, INC. Meeting Date: SEP 09, 2022 Record Date: JUL 08, 2022 Meeting Type: ANNUAL | ||||
| Ticker: NKE Security ID: 654106103 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1a | Elect Director Alan B. Graf, Jr. | Management | For | For |
| 1b | Elect Director Peter B. Henry | Management | For | For |
| 1c | Elect Director Michelle A. Peluso | Management | For | For |
| 2 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | Against |
| 3 | Ratify PricewaterhouseCoopers LLP as Auditors | Management | For | For |
| 4 | Amend Qualified Employee Stock Purchase Plan | Management | For | For |
| 5 | Adopt a Policy on China Sourcing | Shareholder | Against | Against |
| ORACLE CORPORATION Meeting Date: NOV 16, 2022 Record Date: SEP 19, 2022 Meeting Type: ANNUAL | ||||
| Ticker: ORCL Security ID: 68389X105 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1.1 | Elect Director Awo Ablo | Management | For | For |
| 1.2 | Elect Director Jeffrey S. Berg | Management | For | For |
| 1.3 | Elect Director Michael J. Boskin | Management | For | For |
| 1.4 | Elect Director Safra A. Catz | Management | For | For |
| 1.5 | Elect Director Bruce R. Chizen | Management | For | Withhold |
| 1.6 | Elect Director George H. Conrades | Management | For | For |
| 1.7 | Elect Director Lawrence J. Ellison | Management | For | For |
| 1.8 | Elect Director Rona A. Fairhead | Management | For | For |
| 1.9 | Elect Director Jeffrey O. Henley | Management | For | For |
| 1.10 | Elect Director Renee J. James | Management | For | For |
| 1.11 | Elect Director Charles W. Moorman | Management | For | For |
| 1.12 | Elect Director Leon E. Panetta | Management | For | For |
| 1.13 | Elect Director William G. Parrett | Management | For | For |
| 1.14 | Elect Director Naomi O. Seligman | Management | For | For |
| 1.15 | Elect Director Vishal Sikka | Management | For | For |
| 2 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | Against |
| 3 | Ratify Ernst & Young LLP as Auditors | Management | For | For |
| PALANTIR TECHNOLOGIES, INC. Meeting Date: DEC 22, 2022 Record Date: NOV 02, 2022 Meeting Type: SPECIAL | ||||
| Ticker: PLTR Security ID: 69608A108 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1 | Amend Certificate of Incorporation | Management | For | For |
| PALO ALTO NETWORKS, INC. Meeting Date: DEC 13, 2022 Record Date: OCT 14, 2022 Meeting Type: ANNUAL | ||||
| Ticker: PANW Security ID: 697435105 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1a | Elect Director Helene D. Gayle | Management | For | For |
| 1b | Elect Director James J. Goetz | Management | For | For |
| 2 | Ratify Ernst & Young LLP as Auditors | Management | For | For |
| 3 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 4 | Amend Omnibus Stock Plan | Management | For | For |
| POST HOLDINGS, INC. Meeting Date: JAN 26, 2023 Record Date: NOV 21, 2022 Meeting Type: ANNUAL | ||||
| Ticker: POST Security ID: 737446104 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1.1 | Elect Director Dorothy M. Burwell | Management | For | For |
| 1.2 | Elect Director Robert E. Grote | Management | For | For |
| 1.3 | Elect Director David W. Kemper | Management | For | For |
| 1.4 | Elect Director Robert V. Vitale | Management | For | For |
| 2 | Ratify PricewaterhouseCoopers LLP as Auditors | Management | For | For |
| 3 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | Against |
| PS BUSINESS PARKS, INC. Meeting Date: JUL 15, 2022 Record Date: JUN 07, 2022 Meeting Type: SPECIAL | ||||
| Ticker: PSB Security ID: 69360J107 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1 | Approve Merger Agreement | Management | For | For |
| 2 | Advisory Vote on Golden Parachutes | Management | For | Against |
| 3 | Adjourn Meeting | Management | For | For |
| RINGCENTRAL, INC. Meeting Date: DEC 15, 2022 Record Date: NOV 15, 2022 Meeting Type: ANNUAL | ||||
| Ticker: RNG Security ID: 76680R206 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1.1 | Elect Director Vladimir Shmunis | Management | For | For |
| 1.2 | Elect Director Kenneth Goldman | Management | For | For |
| 1.3 | Elect Director Michelle McKenna | Management | For | For |
| 1.4 | Elect Director Robert Theis | Management | For | For |
| 1.5 | Elect Director Allan Thygesen | Management | For | For |
| 1.6 | Elect Director Neil Williams | Management | For | For |
| 1.7 | Elect Director Mignon Clyburn | Management | For | For |
| 1.8 | Elect Director Arne Duncan | Management | For | For |
| 1.9 | Elect Director Tarek Robbiati | Management | For | For |
| 1.10 | Elect Director Sridhar Srinivasan | Management | For | For |
| 2 | Ratify KPMG LLP as Auditors | Management | For | For |
| 3 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | Against |
| 4 | Advisory Vote on Say on Pay Frequency | Management | One Year | One Year |
| 5 | Amend Omnibus Stock Plan | Management | For | Against |
| RPM INTERNATIONAL INC. Meeting Date: OCT 06, 2022 Record Date: AUG 12, 2022 Meeting Type: ANNUAL | ||||
| Ticker: RPM Security ID: 749685103 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1.1 | Elect Director Kirkland B. Andrews | Management | For | For |
| 1.2 | Elect Director Ellen M. Pawlikowski | Management | For | For |
| 1.3 | Elect Director Frank C. Sullivan | Management | For | For |
| 1.4 | Elect Director Elizabeth F. Whited | Management | For | For |
| 2 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | Against |
| 3 | Ratify Deloitte & Touche LLP as Auditors | Management | For | For |
| SERITAGE GROWTH PROPERTIES Meeting Date: OCT 24, 2022 Record Date: JUL 28, 2022 Meeting Type: ANNUAL | ||||
| Ticker: SRG Security ID: 81752R100 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1.1 | Elect Director Adam Metz | Management | For | For |
| 1.2 | Elect Director Mitchell Sabshon | Management | For | For |
| 2 | Ratify Deloitte & Touche LLP as Auditors | Management | For | For |
| 3 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | Against |
| 4 | Approve Plan of Liquidation and Dissolution | Management | For | Against |
| 5 | Advisory Vote on Golden Parachutes | Management | For | Against |
| 6 | Declassify the Board of Directors | Management | For | For |
| 7 | Amend Declaration of Trust | Management | For | For |
| SNOWFLAKE INC. Meeting Date: JUL 07, 2022 Record Date: MAY 13, 2022 Meeting Type: ANNUAL | ||||
| Ticker: SNOW Security ID: 833445109 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1a | Elect Director Kelly A. Kramer | Management | For | Withhold |
| 1b | Elect Director Frank Slootman | Management | For | Withhold |
| 1c | Elect Director Michael L. Speiser | Management | For | Withhold |
| 2 | Advisory Vote on Say on Pay Frequency | Management | One Year | One Year |
| 3 | Ratify PricewaterhouseCoopers LLP as Auditors | Management | For | For |
| SPIRE INC. Meeting Date: JAN 26, 2023 Record Date: NOV 30, 2022 Meeting Type: ANNUAL | ||||
| Ticker: SR Security ID: 84857L101 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1.1 | Elect Director Edward L. Glotzbach | Management | For | For |
| 1.2 | Elect Director Rob L. Jones | Management | For | For |
| 1.3 | Elect Director John P. Stupp, Jr. | Management | For | For |
| 2 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 3 | Advisory Vote on Say on Pay Frequency | Management | One Year | One Year |
| 4 | Ratify Deloitte & Touche LLP as Auditors | Management | For | For |
| SPIRIT AIRLINES, INC. Meeting Date: OCT 19, 2022 Record Date: SEP 12, 2022 Meeting Type: SPECIAL | ||||
| Ticker: SAVE Security ID: 848577102 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1 | Approve Merger Agreement | Management | For | For |
| 2 | Advisory Vote on Golden Parachutes | Management | For | Against |
| 3 | Adjourn Meeting | Management | For | For |
| STORE CAPITAL CORPORATION Meeting Date: DEC 09, 2022 Record Date: OCT 24, 2022 Meeting Type: SPECIAL | ||||
| Ticker: STOR Security ID: 862121100 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1 | Approve Merger Agreement | Management | For | For |
| 2 | Advisory Vote on Golden Parachutes | Management | For | Against |
| 3 | Adjourn Meeting | Management | For | For |
| TESLA, INC. Meeting Date: AUG 04, 2022 Record Date: JUN 06, 2022 Meeting Type: ANNUAL | ||||
| Ticker: TSLA Security ID: 88160R101 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1.1 | Elect Director Ira Ehrenpreis | Management | For | Against |
| 1.2 | Elect Director Kathleen Wilson-Thompson | Management | For | Against |
| 2 | Reduce Director Terms from Three to Two Years | Management | For | For |
| 3 | Eliminate Supermajority Voting Provisions | Management | For | For |
| 4 | Increase Authorized Common Stock | Management | For | For |
| 5 | Ratify PricewaterhouseCoopers LLP as Auditors | Management | For | For |
| 6 | Adopt Proxy Access Right | Shareholder | Against | For |
| 7 | Report on Efforts to Prevent Harassment and Discrimination in the Workplace | Shareholder | Against | For |
| 8 | Report on Racial and Gender Board Diversity | Shareholder | Against | Against |
| 9 | Report on the Impacts of Using Mandatory Arbitration | Shareholder | Against | For |
| 10 | Report on Corporate Climate Lobbying in line with Paris Agreement | Shareholder | Against | For |
| 11 | Adopt a Policy on Respecting Rights to Freedom of Association and Collective Bargaining | Shareholder | Against | For |
| 12 | Report on Eradicating Child Labor in Battery Supply Chain | Shareholder | Against | Against |
| 13 | Report on Water Risk Exposure | Shareholder | Against | For |
| TFS FINANCIAL CORPORATION Meeting Date: FEB 23, 2023 Record Date: DEC 27, 2022 Meeting Type: ANNUAL | ||||
| Ticker: TFSL Security ID: 87240R107 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1a | Elect Director William C. Mulligan | Management | For | Against |
| 1b | Elect Director Terrence R. Ozan | Management | For | Against |
| 1c | Elect Director Marc A. Stefanski | Management | For | For |
| 1d | Elect Director Daniel F. Weir | Management | For | For |
| 2 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | Against |
| 3 | Ratify Deloitte & Touche LLP as Auditors | Management | For | For |
| 4 | Advisory Vote on Say on Pay Frequency | Management | One Year | One Year |
| THE PROCTER & GAMBLE COMPANY Meeting Date: OCT 11, 2022 Record Date: AUG 12, 2022 Meeting Type: ANNUAL | ||||
| Ticker: PG Security ID: 742718109 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1a | Elect Director B. Marc Allen | Management | For | For |
| 1b | Elect Director Angela F. Braly | Management | For | For |
| 1c | Elect Director Amy L. Chang | Management | For | For |
| 1d | Elect Director Joseph Jimenez | Management | For | For |
| 1e | Elect Director Christopher Kempczinski | Management | For | For |
| 1f | Elect Director Debra L. Lee | Management | For | For |
| 1g | Elect Director Terry J. Lundgren | Management | For | For |
| 1h | Elect Director Christine M. McCarthy | Management | For | For |
| 1i | Elect Director Jon R. Moeller | Management | For | For |
| 1j | Elect Director Rajesh Subramaniam | Management | For | For |
| 1k | Elect Director Patricia A. Woertz | Management | For | For |
| 2 | Ratify Deloitte & Touche LLP as Auditors | Management | For | For |
| 3 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| THE SCOTTS MIRACLE-GRO COMPANY Meeting Date: JAN 23, 2023 Record Date: NOV 29, 2022 Meeting Type: ANNUAL | ||||
| Ticker: SMG Security ID: 810186106 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1a | Elect Director James Hagedorn | Management | For | For |
| 1b | Elect Director Nancy G. Mistretta | Management | For | Against |
| 1c | Elect Director Gerald Volas | Management | For | For |
| 1d | Elect Director Edith Aviles | Management | For | For |
| 2 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | Against |
| 3 | Ratify Deloitte & Touche LLP as Auditors | Management | For | For |
| 4 | Amend Omnibus Stock Plan | Management | For | For |
| THE SIMPLY GOOD FOODS COMPANY Meeting Date: JAN 19, 2023 Record Date: NOV 23, 2022 Meeting Type: ANNUAL | ||||
| Ticker: SMPL Security ID: 82900L102 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1a | Elect Director Clayton C. Daley, Jr. | Management | For | For |
| 1b | Elect Director Nomi P. Ghez | Management | For | For |
| 1c | Elect Director Michelle P. Goolsby | Management | For | For |
| 1d | Elect Director James M. Kilts | Management | For | For |
| 1e | Elect Director Robert G. Montgomery | Management | For | For |
| 1f | Elect Director Brian K. Ratzan | Management | For | For |
| 1g | Elect Director David W. Ritterbush | Management | For | For |
| 1h | Elect Director Joseph E. Scalzo | Management | For | For |
| 1i | Elect Director Joseph J. Schena | Management | For | For |
| 1j | Elect Director David J. West | Management | For | For |
| 1k | Elect Director James D. White | Management | For | For |
| 2 | Ratify Deloitte & Touche LLP as Auditors | Management | For | For |
| 3 | Amend Certificate of Incorporation to Add Federal Forum Selection Provision | Management | For | For |
| 4 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| TWITTER, INC. Meeting Date: SEP 13, 2022 Record Date: JUL 22, 2022 Meeting Type: SPECIAL | ||||
| Ticker: TWTR Security ID: 90184L102 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1 | Approve Merger Agreement | Management | For | For |
| 2 | Advisory Vote on Golden Parachutes | Management | For | For |
| 3 | Adjourn Meeting | Management | For | For |
| UNIFIRST CORPORATION Meeting Date: JAN 10, 2023 Record Date: NOV 14, 2022 Meeting Type: ANNUAL | ||||
| Ticker: UNF Security ID: 904708104 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1.1 | Elect Director Thomas S. Postek | Management | For | For |
| 1.2 | Elect Director Steven S. Sintros | Management | For | For |
| 1.3 | Elect Director Raymond C. Zemlin | Management | For | For |
| 1.4 | Elect Director Joseph M. Nowicki | Management | For | For |
| 1.5 | Elect Director Sergio A. Pupkin | Management | For | For |
| 2 | Ratify Ernst & Young LLP as Auditors | Management | For | For |
| VAIL RESORTS, INC. Meeting Date: DEC 07, 2022 Record Date: OCT 11, 2022 Meeting Type: ANNUAL | ||||
| Ticker: MTN Security ID: 91879Q109 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1a | Elect Director Susan L. Decker | Management | For | For |
| 1b | Elect Director Robert A. Katz | Management | For | For |
| 1c | Elect Director Kirsten A. Lynch | Management | For | For |
| 1d | Elect Director Nadia Rawlinson | Management | For | For |
| 1e | Elect Director John T. Redmond | Management | For | For |
| 1f | Elect Director Michele Romanow | Management | For | For |
| 1g | Elect Director Hilary A. Schneider | Management | For | For |
| 1h | Elect Director D. Bruce Sewell | Management | For | For |
| 1i | Elect Director John F. Sorte | Management | For | For |
| 1j | Elect Director Peter A. Vaughn | Management | For | For |
| 2 | Ratify PricewaterhouseCoopers LLP as Auditors | Management | For | For |
| 3 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| VALVOLINE INC. Meeting Date: JAN 26, 2023 Record Date: NOV 30, 2022 Meeting Type: ANNUAL | ||||
| Ticker: VVV Security ID: 92047W101 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1a | Elect Director Gerald W. Evans, Jr. | Management | For | For |
| 1b | Elect Director Richard J. Freeland | Management | For | For |
| 1c | Elect Director Carol H. Kruse | Management | For | For |
| 1d | Elect Director Vada O. Manager | Management | For | For |
| 1e | Elect Director Samuel J. Mitchell, Jr. | Management | For | For |
| 1f | Elect Director Jennifer L. Slater | Management | For | For |
| 1g | Elect Director Charles M. Sonsteby | Management | For | For |
| 1h | Elect Director Mary J. Twinem | Management | For | For |
| 2 | Ratify Ernst & Young LLP as Auditors | Management | For | For |
| 3 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 4 | Advisory Vote on Say on Pay Frequency | Management | One Year | One Year |
| VIAVI SOLUTIONS INC. Meeting Date: NOV 09, 2022 Record Date: SEP 21, 2022 Meeting Type: ANNUAL | ||||
| Ticker: VIAV Security ID: 925550105 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1.1 | Elect Director Richard E. Belluzzo | Management | For | For |
| 1.2 | Elect Director Keith Barnes | Management | For | For |
| 1.3 | Elect Director Laura Black | Management | For | For |
| 1.4 | Elect Director Tor Braham | Management | For | For |
| 1.5 | Elect Director Timothy Campos | Management | For | For |
| 1.6 | Elect Director Donald Colvin | Management | For | For |
| 1.7 | Elect Director Masood A. Jabbar | Management | For | For |
| 1.8 | Elect Director Oleg Khaykin | Management | For | For |
| 1.9 | Elect Director Joanne Solomon | Management | For | For |
| 2 | Ratify PricewaterhouseCoopers LLP as Auditors | Management | For | For |
| 3 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| VISA INC. Meeting Date: JAN 24, 2023 Record Date: NOV 25, 2022 Meeting Type: ANNUAL | ||||
| Ticker: V Security ID: 92826C839 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1a | Elect Director Lloyd A. Carney | Management | For | For |
| 1b | Elect Director Kermit R. Crawford | Management | For | For |
| 1c | Elect Director Francisco Javier Fernandez-Carbajal | Management | For | For |
| 1d | Elect Director Alfred F. Kelly, Jr. | Management | For | For |
| 1e | Elect Director Ramon Laguarta | Management | For | For |
| 1f | Elect Director Teri L. List | Management | For | For |
| 1g | Elect Director John F. Lundgren | Management | For | For |
| 1h | Elect Director Denise M. Morrison | Management | For | For |
| 1i | Elect Director Linda J. Rendle | Management | For | For |
| 1j | Elect Director Maynard G. Webb, Jr. | Management | For | For |
| 2 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
| 3 | Advisory Vote on Say on Pay Frequency | Management | One Year | One Year |
| 4 | Ratify KPMG LLP as Auditors | Management | For | For |
| 5 | Require Independent Board Chair | Shareholder | Against | Against |
| WIX.COM LTD. Meeting Date: DEC 19, 2022 Record Date: NOV 09, 2022 Meeting Type: ANNUAL | ||||
| Ticker: WIX Security ID: M98068105 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1a | Reelect Avishai Abrahami as Director | Management | For | For |
| 1b | Reelect Diane Greene as Director | Management | For | For |
| 1c | Reelect Mark Tluszcz as Director | Management | For | For |
| 2.1 | Amend and Readopt Compensation Policy for the Executives of the Company | Management | For | For |
| 2.2 | Amend and Readopt Compensation Policy for the Directors of the Company | Management | For | For |
| 3 | Amend and Readopt Compensation Arrangement of Non-Executive Directors | Management | For | Against |
| 4 | Approve Offer to Exchange certain Options held by Non-Director and Non-Executive Employees of the Company and Subsidiaries | Management | For | For |
| 5 | Ratify the Appointment and Compensation of Kost, Forer, Gabbay & Kasierer as Auditors | Management | For | For |
| A | Vote FOR if you are NOT a controlling shareholder and do NOT have a personal interest in one or several resolutions, as indicated in the proxy card; otherwise, vote AGAINST. If you vote AGAINST, please provide an explanation to your account manager | Management | None | For |
| YUM CHINA HOLDINGS, INC. Meeting Date: OCT 11, 2022 Record Date: AUG 24, 2022 Meeting Type: SPECIAL | ||||
| Ticker: YUMC Security ID: 98850P109 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1 | Approve Issuance of Shares for a Private Placement | Management | For | For |
| 2 | Authorize Share Repurchase Program | Management | For | For |
| 3 | Approve Omnibus Stock Plan | Management | For | For |
| ZSCALER, INC. Meeting Date: JAN 13, 2023 Record Date: NOV 14, 2022 Meeting Type: ANNUAL | ||||
| Ticker: ZS Security ID: 98980G102 | ||||
| Proposal No | Proposal | Proposed By | Management Recommendation | Vote Cast |
| 1.1 | Elect Director Andrew Brown | Management | For | For |
| 1.2 | Elect Director Scott Darling | Management | For | Withhold |
| 1.3 | Elect Director David Schneider | Management | For | For |
| 2 | Ratify PricewaterhouseCoopers LLP as Auditors | Management | For | For |
| 3 | Advisory Vote to Ratify Named Executive Officers' Compensation | Management | For | For |
END NPX REPORT
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.
Nuveen S&P 500 Dynamic Overwrite Fund
| By | /s/ David J. Lamb | |
David J. Lamb – Chief Administrative Officer | ||
| Date | ||
August 21, 2023