each a series of RiverPark Funds Trust:
RiverPark Large Growth Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
ADOBE INC. | |||||
Security ID: 00724F101 | Ticker: ADBE | ||||
Meeting Date: 14-Apr-22 | Meeting Type: Annual | ||||
1A. | Election of Director to Serve for A One-year Term: | ||||
Amy Banse | Management | For | Voted - For | ||
1B. | Election of Director to Serve for A One-year Term: | ||||
Brett Biggs | Management | For | Voted - For | ||
1C. | Election of Director to Serve for A One-year Term: | ||||
Melanie Boulden | Management | For | Voted - For | ||
1D. | Election of Director to Serve for A One-year Term: | ||||
Frank Calderoni | Management | For | Voted - For | ||
1E. | Election of Director to Serve for A One-year Term: | ||||
Laura Desmond | Management | For | Voted - For | ||
1F. | Election of Director to Serve for A One-year Term: | ||||
Shantanu Narayen | Management | For | Voted - For | ||
1G. | Election of Director to Serve for A One-year Term: | ||||
Spencer Neumann | Management | For | Voted - For | ||
1H. | Election of Director to Serve for A One-year Term: | ||||
Kathleen Oberg | Management | For | Voted - For | ||
1I. | Election of Director to Serve for A One-year Term: | ||||
Dheeraj Pandey | Management | For | Voted - For | ||
1J. | Election of Director to Serve for A One-year Term: | ||||
David Ricks | Management | For | Voted - For | ||
1K. | Election of Director to Serve for A One-year Term: | ||||
Daniel Rosensweig | Management | For | Voted - For | ||
1L. | Election of Director to Serve for A One-year Term: | ||||
John Warnock | Management | For | Voted - For | ||
2. | Ratify the Appointment of KPMG LLP As our | ||||
Independent Registered Public Accounting Firm for | |||||
our Fiscal Year Ending on December 2, 2022. | Management | For | Voted - For | ||
3. | Approve, on an Advisory Basis, the Compensation of | ||||
our Named Executive Officers. | Management | For | Voted - For | ||
AIRBNB INC | |||||
Security ID: 009066101 | Ticker: ABNB | ||||
Meeting Date: 01-Jun-22 | Meeting Type: Annual | ||||
1.1 | Election of Class II Director to Serve Until the | ||||
2025 Annual Meeting: Amrita Ahuja | Management | For | Voted - For | ||
1.2 | Election of Class II Director to Serve Until the | ||||
2025 Annual Meeting: Joseph Gebbia | Management | For | Voted - For | ||
1.3 | Election of Class II Director to Serve Until the | ||||
2025 Annual Meeting: Jeffrey Jordan | Management | For | Voted - For | ||
2. | To Ratify the Appointment of PricewaterhouseCoopers | ||||
LLP As our Independent Registered Public Accounting | |||||
Firm for the Fiscal Year Ending December 31, 2022. | Management | For | Voted - For | ||
3. | To Approve, on an Advisory (non-binding) Basis, the | ||||
Compensation of our Named Executive Officers. | Management | For | Voted - For |
1
RiverPark Large Growth Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
ALPHABET INC. | |||||
Security ID: 02079K305 | Ticker: GOOGL | ||||
Meeting Date: 01-Jun-22 | Meeting Type: Annual | ||||
1a. | Election of Director: Larry Page | Management | For | Voted - For | |
1b. | Election of Director: Sergey Brin | Management | For | Voted - For | |
1c. | Election of Director: Sundar Pichai | Management | For | Voted - For | |
1d. | Election of Director: John L. Hennessy | Management | For | Voted - For | |
1e. | Election of Director: Frances H. Arnold | Management | For | Voted - For | |
1f. | Election of Director: L. John Doerr | Management | For | Voted - For | |
1g. | Election of Director: Roger W. Ferguson Jr. | Management | For | Voted - For | |
1h. | Election of Director: Ann Mather | Management | For | Voted - For | |
1i. | Election of Director: K. Ram Shriram | Management | For | Voted - For | |
1j. | Election of Director: Robin L. Washington | Management | For | Voted - For | |
2. | Ratification of the Appointment of Ernst & Young | ||||
LLP As Alphabet's Independent Registered Public | |||||
Accounting Firm for the Fiscal Year Ending December | |||||
31, 2022. | Management | For | Voted - For | ||
3. | The Amendment of Alphabet's 2021 Stock Plan to | ||||
Increase the Share Reserve by 4,000,000 Shares of | |||||
Class C Capital Stock. | Management | For | Voted - For | ||
4. | The Amendment of Alphabet's Amended and Restated | ||||
Certificate of Incorporation to Increase the Number | |||||
of Authorized Shares. | Management | For | Voted - For | ||
5. | A Stockholder Proposal Regarding A Lobbying Report, | ||||
If Properly Presented at the Meeting. | Shareholder | Against | Voted - Against | ||
6. | A Stockholder Proposal Regarding A Climate Lobbying | ||||
Report, If Properly Presented at the Meeting. | Shareholder | Against | Voted - Against | ||
7. | A Stockholder Proposal Regarding A Report on | ||||
Physical Risks of Climate Change, If Properly | |||||
Presented at the Meeting. | Shareholder | Against | Voted - Against | ||
8. | A Stockholder Proposal Regarding A Report on Water | ||||
Management Risks, If Properly Presented at the | |||||
Meeting. | Shareholder | Against | Voted - Against | ||
9. | A Stockholder Proposal Regarding A Racial Equity | ||||
Audit, If Properly Presented at the Meeting. | Shareholder | Against | Voted - Against | ||
10. | A Stockholder Proposal Regarding A Report on | ||||
Concealment Clauses, If Properly Presented at the | |||||
Meeting. | Shareholder | Against | Voted - Against | ||
11. | A Stockholder Proposal Regarding Equal Shareholder | ||||
Voting, If Properly Presented at the Meeting. | Shareholder | Against | Voted - Against | ||
12. | A Stockholder Proposal Regarding A Report on | ||||
Government Takedown Requests, If Properly Presented | |||||
at the Meeting. | Shareholder | Against | Voted - Against | ||
13. | A Stockholder Proposal Regarding A Human Rights | ||||
Assessment of Data Center Siting, If Properly | |||||
Presented at the Meeting. | Shareholder | Against | Voted - Against | ||
14. | A Stockholder Proposal Regarding A Report on Data | ||||
Collection, Privacy, and Security, If Properly | |||||
Presented at the Meeting. | Shareholder | Against | Voted - Against |
2
RiverPark Large Growth Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
15. | A Stockholder Proposal Regarding Algorithm | ||||
Disclosures, If Properly Presented at the Meeting. | Shareholder | Against | Voted - Against | ||
16. | A Stockholder Proposal Regarding Misinformation and | ||||
Disinformation, If Properly Presented at the | |||||
Meeting. | Shareholder | Against | Voted - Against | ||
17. | A Stockholder Proposal Regarding A Report on | ||||
External Costs of Disinformation, If Properly | |||||
Presented at the Meeting. | Shareholder | Against | Voted - Against | ||
18. | A Stockholder Proposal Regarding A Report on Board | ||||
Diversity, If Properly Presented at the Meeting. | Shareholder | Against | Voted - Against | ||
19. | A Stockholder Proposal Regarding the Establishment | ||||
of an Environmental Sustainability Board Committee, | |||||
If Properly Presented at the Meeting. | Shareholder | Against | Voted - Against | ||
20. | A Stockholder Proposal Regarding A Policy on | ||||
Non-management Employee Representative Director, If | |||||
Properly Presented at the Meeting. | Shareholder | Against | Voted - Against | ||
21. | A Stockholder Proposal Regarding A Report on | ||||
Policies Regarding Military and Militarized | |||||
Policing Agencies, If Properly Presented at the | |||||
Meeting. | Shareholder | Against | Voted - Against | ||
AMAZON.COM, INC. | |||||
Security ID: 023135106 | Ticker: AMZN | ||||
Meeting Date: 25-May-22 | Meeting Type: Annual | ||||
1a. | Election of Director: Jeffrey P. Bezos | Management | For | Voted - For | |
1b. | Election of Director: Andrew R. Jassy | Management | For | Voted - For | |
1c. | Election of Director: Keith B. Alexander | Management | For | Voted - For | |
1d. | Election of Director: Edith W. Cooper | Management | For | Voted - For | |
1e. | Election of Director: Jamie S. Gorelick | Management | For | Voted - For | |
1f. | Election of Director: Daniel P. Huttenlocher | Management | For | Voted - For | |
1g. | Election of Director: Judith A. Mcgrath | Management | For | Voted - For | |
1h. | Election of Director: Indra K. Nooyi | Management | For | Voted - For | |
1i. | Election of Director: Jonathan J. Rubinstein | Management | For | Voted - For | |
1j. | Election of Director: Patricia Q. Stonesifer | Management | For | Voted - For | |
1k. | Election of Director: Wendell P. Weeks | Management | For | Voted - For | |
2. | Ratification of the Appointment of Ernst & Young | ||||
LLP As Independent Auditors | Management | For | Voted - For | ||
3. | Advisory Vote to Approve Executive Compensation | Management | For | Voted - For | |
4. | Approval of an Amendment to the Company's Restated | ||||
Certificate of Incorporation to Effect A 20-for-1 | |||||
Split of the Company's Common Stock and A | |||||
Proportionate Increase in the Number of Authorized | |||||
Shares of Common Stock | Management | For | Voted - For | ||
5. | Shareholder Proposal Requesting A Report on | ||||
Retirement Plan Options | Shareholder | Against | Voted - Against | ||
6. | Shareholder Proposal Requesting A Report on | ||||
Customer Due Diligence | Shareholder | Against | Voted - Against | ||
7. | Shareholder Proposal Requesting an Alternative | ||||
Director Candidate Policy | Shareholder | Against | Voted - Against |
3
RiverPark Large Growth Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
8. | Shareholder Proposal Requesting A Report on | ||||
Packaging Materials | Shareholder | Against | Voted - Against | ||
9. | Shareholder Proposal Requesting A Report on Worker | ||||
Health and Safety Differences | Shareholder | Against | Voted - Against | ||
10. | Shareholder Proposal Requesting Additional | ||||
Reporting on Risks Associated with the Use of | |||||
Certain Contract Clauses | Shareholder | Against | Voted - Against | ||
11. | Shareholder Proposal Requesting A Report on | ||||
Charitable Contributions | Shareholder | Against | Voted - Against | ||
12. | Shareholder Proposal Requesting Alternative Tax | ||||
Reporting | Shareholder | Against | Voted - Against | ||
13. | Shareholder Proposal Requesting Additional | ||||
Reporting on Freedom of Association | Shareholder | Against | Voted - Against | ||
14. | Shareholder Proposal Requesting Additional | ||||
Reporting on Lobbying | Shareholder | Against | Voted - Against | ||
15. | Shareholder Proposal Requesting A Policy Requiring | ||||
More Director Candidates Than Board Seats | Shareholder | Against | Voted - Against | ||
16. | Shareholder Proposal Requesting A Report on | ||||
Warehouse Working Conditions | Shareholder | Against | Voted - Against | ||
17. | Shareholder Proposal Requesting Additional | ||||
Reporting on Gender/racial Pay | Shareholder | Against | Voted - Against | ||
18. | Shareholder Proposal Requesting A Diversity and | ||||
Equity Audit | Shareholder | Against | Voted - Against | ||
19. | Shareholder Proposal Requesting A Report on | ||||
Customer Use of Certain Technologies | Shareholder | Against | Voted - Against | ||
APOLLO GLOBAL MANAGEMENT, INC. | |||||
Security ID: 03768E105 | Ticker: APO | ||||
Meeting Date: 01-Oct-21 | Meeting Type: Annual | ||||
1.1 | Director: Walter (jay) Clayton | Management | For | Voted - For | |
1.2 | Director: Michael Ducey | Management | For | Voted - For | |
1.3 | Director: Richard Emerson | Management | For | Voted - For | |
1.4 | Director: Joshua Harris | Management | For | Voted - For | |
1.5 | Director: Kerry Murphy Healey | Management | For | Voted - For | |
1.6 | Director: Pamela Joyner | Management | For | Voted - For | |
1.7 | Director: Scott Kleinman | Management | For | Voted - For | |
1.8 | Director: A.b. Krongard | Management | For | Voted - For | |
1.9 | Director: Pauline Richards | Management | For | Voted - For | |
1.10 | Director: Marc Rowan | Management | For | Voted - For | |
1.11 | Director: David Simon | Management | For | Voted - For | |
1.12 | Director: James Zelter | Management | For | Voted - For | |
2. | Ratification of Appointment of Deloitte & Touche | ||||
LLP As the Company's Independent Registered Public | |||||
Accounting Firm for the Fiscal Year Ending December | |||||
31, 2021. | Management | For | Voted - For |
4
RiverPark Large Growth Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
APPLE INC. | |||||
Security ID: 037833100 | Ticker: AAPL | ||||
Meeting Date: 04-Mar-22 | Meeting Type: Annual | ||||
1A. | Election of Director: James Bell | Management | For | Voted - For | |
1B. | Election of Director: Tim Cook | Management | For | Voted - For | |
1C. | Election of Director: Al Gore | Management | For | Voted - For | |
1D. | Election of Director: Alex Gorsky | Management | For | Voted - For | |
1E. | Election of Director: Andrea Jung | Management | For | Voted - For | |
1F. | Election of Director: Art Levinson | Management | For | Voted - For | |
1G. | Election of Director: Monica Lozano | Management | For | Voted - For | |
1H. | Election of Director: Ron Sugar | Management | For | Voted - For | |
1I. | Election of Director: Sue Wagner | Management | For | Voted - For | |
2. | Ratification of the Appointment of Ernst & Young | ||||
LLP As Apple's Independent Registered Public | |||||
Accounting Firm for Fiscal 2022. | Management | For | Voted - For | ||
3. | Advisory Vote to Approve Executive Compensation. | Management | For | Voted - For | |
4. | Approval of the Apple Inc. 2022 Employee Stock Plan. | Management | For | Voted - For | |
5. | A Shareholder Proposal Entitled "reincorporate with | ||||
Deeper Purpose". | Shareholder | Against | Voted - Against | ||
6. | A Shareholder Proposal Entitled "transparency | ||||
Reports". | Shareholder | Against | Voted - Against | ||
7. | A Shareholder Proposal Entitled "report on Forced | ||||
Labor". | Shareholder | Against | Voted - Against | ||
8. | A Shareholder Proposal Entitled "pay Equity". | Shareholder | Against | Voted - Against | |
9. | A Shareholder Proposal Entitled "civil Rights | ||||
Audit". | Shareholder | Against | Voted - Against | ||
10. | A Shareholder Proposal Entitled "report on | ||||
Concealment Clauses". | Shareholder | Against | Voted - Against | ||
AUTODESK, INC. | |||||
Security ID: 052769106 | Ticker: ADSK | ||||
Meeting Date: 16-Jun-22 | Meeting Type: Annual | ||||
1a. | Election of Director: Andrew Anagnost | Management | For | Voted - For | |
1b. | Election of Director: Karen Blasing | Management | For | Voted - For | |
1c | Election of Director: Reid French | Management | For | Voted - For | |
1d. | Election of Director: Dr. Ayanna Howard | Management | For | Voted - For | |
1e. | Election of Director: Blake Irving | Management | For | Voted - For | |
1f. | Election of Director: Mary T. Mcdowell | Management | For | Voted - For | |
1g. | Election of Director: Stephen Milligan | Management | For | Voted - For | |
1h. | Election of Director: Lorrie M. Norrington | Management | For | Voted - For | |
1i. | Election of Director: Betsy Rafael | Management | For | Voted - For | |
1j. | Election of Director: Stacy J. Smith | Management | For | Voted - For | |
2. | Ratify the Appointment of Ernst & Young LLP As | ||||
Autodesk, Inc.'s Independent Registered Public | |||||
Accounting Firm for the Fiscal Year Ending January | |||||
31, 2023. | Management | For | Voted - For |
5
RiverPark Large Growth Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
3. | Approve, on an Advisory (non-binding) Basis, the | ||||
Compensation of Autodesk, Inc.'s Named Executive | |||||
Officers. | Management | For | Voted - For | ||
4. | Approve the Autodesk 2022 Equity Incentive Plan. | Management | For | Voted - For | |
BLOCK, INC. | |||||
Security ID: 852234103 | Ticker: SQ | ||||
Meeting Date: 14-Jun-22 | Meeting Type: Annual | ||||
1.1 | Director: Jack Dorsey | Management | For | Voted - For | |
1.2 | Director: Paul Deighton | Management | For | Voted - For | |
2. | Advisory Vote on the Compensation of our Named | ||||
Executive Officers. | Management | For | Voted - For | ||
3. | Advisory Vote on the Frequency of Future | ||||
Stockholder Advisory Votes on the Compensation of | |||||
our Named Executive Officers. | Management | 1 Year | Voted - 1 Year | ||
4. | Ratification of Appointment of Ernst & Young LLP As | ||||
our Independent Registered Public Accounting Firm | |||||
for our Fiscal Year Ending December 31, 2022. | Management | For | Voted - For | ||
5. | Stockholder Proposal, If Properly Presented at the | ||||
Meeting, Regarding A Change in Stockholder Voting. | Shareholder | Against | Voted - Against | ||
EXACT SCIENCES CORPORATION | |||||
Security ID: 30063P105 | Ticker: EXAS | ||||
Meeting Date: 09-Jun-22 | Meeting Type: Annual | ||||
1.1 | Director: Kevin Conroy | Management | For | Voted - For | |
1.2 | Director: Shacey Petrovic | Management | For | Voted - For | |
1.3 | Director: Katherine Zanotti | Management | For | Voted - For | |
2. | To Ratify the Selection of PricewaterhouseCoopers | ||||
LLP As our Independent Registered Public Accounting | |||||
Firm for 2022. | Management | For | Voted - For | ||
3. | To Approve, on an Advisory Basis, the Compensation | ||||
of our Named Executive Officers. | Management | For | Voted - For | ||
4. | To Approve Amendment No. 1 to the Exact Sciences | ||||
Corporation 2019 Omnibus Long- Term Incentive Plan. | Management | For | Voted - For | ||
5. | To Approve the Amended and Restated Exact Sciences | ||||
Corporation 2010 Employee Stock Purchase Plan. | Management | For | Voted - For | ||
6. | The Shareholder Proposal Concerning Proxy Access. | Shareholder | Against | Voted - Against | |
FARFETCH LIMITED | |||||
Security ID: 30744W107 Ticker: FTCH | |||||
Meeting Date: 17-Nov-21 | Meeting Type: Annual | ||||
1. | To Resolve As an Ordinary Resolution That the | ||||
Authorised Share Capital of Farfetch Limited be | |||||
Increased: (a) From: Us$20,000,000 Divided Into | |||||
500,000,000 Shares with A Nominal Or Par Value of |
6
RiverPark Large Growth Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
Us$0.04 Each. (b) To: Us$40,000,000 Divided Into | |||||
1,000,000,000 Shares with A Nominal Or Par Value of | |||||
Us$0.04 Each. | Management | For | Voted - For | ||
2. | To Resolve As A Special Resolution That the | ||||
Existing Memorandum and Articles of Association of | |||||
Farfetch Limited be Replaced in Their Entirety with | |||||
the New Amended and Restated Memorandum and | |||||
Articles of Association in the Form Tabled at the | |||||
Meeting. | Management | For | Voted - For | ||
ILLUMINA, INC. | |||||
Security ID: 452327109 | Ticker: ILMN | ||||
Meeting Date: 26-May-22 | Meeting Type: Annual | ||||
1A. | Election of Director: Frances Arnold, Ph.D. | Management | For | Voted - For | |
1B. | Election of Director: Francis A. Desouza | Management | For | Voted - For | |
1C. | Election of Director: Caroline D. Dorsa | Management | For | Voted - For | |
1D. | Election of Director: Robert S. Epstein, M.D. | Management | For | Voted - For | |
1E. | Election of Director: Scott Gottlieb, M.D. | Management | For | Voted - For | |
1F. | Election of Director: Gary S. Guthart, Ph.D. | Management | For | Voted - For | |
1G. | Election of Director: Philip W. Schiller | Management | For | Voted - For | |
1H. | Election of Director: Susan E. Siegel | Management | For | Voted - For | |
1I. | Election of Director: John W. Thompson | Management | For | Voted - For | |
2. | To Ratify the Appointment of Ernst & Young LLP As | ||||
our Independent Registered Public Accounting Firm | |||||
for the Fiscal Year Ending January 1, 2023. | Management | For | Voted - For | ||
3. | To Approve, on an Advisory Basis, the Compensation | ||||
of the Named Executive Officers As Disclosed in the | |||||
Proxy Statement. | Management | For | Voted - For | ||
4. | To Approve, on an Advisory Basis, A Stockholder | ||||
Proposal Regarding the Right of Stockholders to | |||||
Call Special Meetings. | Shareholder | Against | Voted - Against | ||
5. | To Approve an Amendment to our Amended and Restated | ||||
Certificate of Incorporation to Permit Stockholders | |||||
to Call Special Meetings. | Management | For | Voted - For | ||
INTUITIVE SURGICAL, INC. | |||||
Security ID: 46120E602 | Ticker: ISRG | ||||
Meeting Date: 20-Sep-21 | Meeting Type: Special | ||||
1. | To Approve the Company's Amended and Restated | ||||
Certificate of Incorporation to Increase the Number | |||||
of Authorized Shares of Common Stock for the | |||||
Purpose of Effecting A Three-for-one Stock Split. | Management | For | Voted - For | ||
Meeting Date: 28-Apr-22 | Meeting Type: Annual | ||||
1A. | Election of Director: Craig H. Barratt, Ph.D. | Management | For | Voted - For | |
1B. | Election of Director: Joseph C. Beery | Management | For | Voted - For | |
1C. | Election of Director: Gary S. Guthart, Ph.D. | Management | For | Voted - For |
7
RiverPark Large Growth Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
1D. | Election of Director: Amal M. Johnson | Management | For | Voted - For | |
1E. | Election of Director: Don R. Kania, Ph.D. | Management | For | Voted - For | |
1F. | Election of Director: Amy L. Ladd, M.D. | Management | For | Voted - For | |
1G. | Election of Director: Keith R. Leonard, Jr. | Management | For | Voted - For | |
1H. | Election of Director: Alan J. Levy, Ph.D. | Management | For | Voted - For | |
1I. | Election of Director: Jami Dover Nachtsheim | Management | For | Voted - For | |
1J. | Election of Director: Monica P. Reed, M.D. | Management | For | Voted - For | |
1K. | Election of Director: Mark J. Rubash | Management | For | Voted - For | |
2. | To Approve, by Advisory Vote, the Compensation of | ||||
the Company's Named Executive Officers. | Management | For | Voted - For | ||
3. | The Ratification of Appointment of | ||||
PricewaterhouseCoopers LLP As the Company's | |||||
Independent Registered Public Accounting Firm for | |||||
the Fiscal Year Ending December 31, 2022. | Management | For | Voted - For | ||
4. | To Approve the Company's Amended and Restated 2010 | ||||
Incentive Award Plan. | Management | For | Voted - For | ||
MASTERCARD INCORPORATED | |||||
Security ID: 57636Q104 | Ticker: MA | ||||
Meeting Date: 21-Jun-22 | Meeting Type: Annual | ||||
1a. | Election of Director: Merit E. Janow | Management | For | Voted - For | |
1b. | Election of Director: Candido Bracher | Management | For | Voted - For | |
1c. | Election of Director: Richard K. Davis | Management | For | Voted - For | |
1d. | Election of Director: Julius Genachowski | Management | For | Voted - For | |
1e. | Election of Director: Choon Phong Goh | Management | For | Voted - For | |
1f. | Election of Director: Oki Matsumoto | Management | For | Voted - For | |
1g. | Election of Director: Michael Miebach | Management | For | Voted - For | |
1h. | Election of Director: Youngme Moon | Management | For | Voted - For | |
1i. | Election of Director: Rima Qureshi | Management | For | Voted - For | |
1j. | Election of Director: Gabrielle Sulzberger | Management | For | Voted - For | |
1k. | Election of Director: Jackson Tai | Management | For | Voted - For | |
1l. | Election of Director: Harit Talwar | Management | For | Voted - For | |
1m. | Election of Director: Lance Uggla | Management | For | Voted - For | |
2. | Advisory Approval of Mastercard's Executive | ||||
Compensation. | Management | For | Voted - For | ||
3. | Ratification of the Appointment of | ||||
PricewaterhouseCoopers LLP As the Independent | |||||
Registered Public Accounting Firm for Mastercard | |||||
for 2022. | Management | For | Voted - For | ||
4. | Approval of an Amendment to Mastercard's | ||||
Certificate of Incorporation to Enable Adoption of | |||||
A Stockholders' Right to Call Special Meetings of | |||||
Stockholders. | Management | For | Voted - For | ||
5. | Consideration of A Stockholder Proposal on the | ||||
Right to Call Special Meetings of Stockholders. | Shareholder | Against | Voted - Against | ||
6. | Consideration of A Stockholder Proposal Requesting | ||||
Board Approval of Certain Political Contributions. | Shareholder | Against | Voted - Against | ||
7. | Consideration of A Stockholder Proposal Requesting | ||||
Charitable Donation Disclosure. | Shareholder | Against | Voted - Against |
8
RiverPark Large Growth Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
8. | Consideration of A Stockholder Proposal Requesting | ||||
A Report on "ghost Guns". | Shareholder | Against | Voted - Against | ||
META PLATFORMS, INC. | |||||
Security ID: 30303M102 | Ticker: FB | ||||
Meeting Date: 25-May-22 | Meeting Type: Annual | ||||
1.1 | Director: Peggy Alford | Management | For | Voted - For | |
1.2 | Director: Marc L. Andreessen | Management | For | Voted - For | |
1.3 | Director: Andrew W. Houston | Management | For | Voted - For | |
1.4 | Director: Nancy Killefer | Management | For | Voted - For | |
1.5 | Director: Robert M. Kimmitt | Management | For | Voted - For | |
1.6 | Director: Sheryl K. Sandberg | Management | For | Voted - For | |
1.7 | Director: Tracey T. Travis | Management | For | Voted - For | |
1.8 | Director: Tony Xu | Management | For | Voted - For | |
1.9 | Director: Mark Zuckerberg | Management | For | Voted - For | |
2. | To Ratify the Appointment of Ernst & Young LLP As | ||||
Meta Platforms, Inc.'s Independent Registered | |||||
Public Accounting Firm for the Fiscal Year Ending | |||||
December 31, 2022. | Management | For | Voted - For | ||
3. | To Approve, on A Non-binding Advisory Basis, the | ||||
Compensation Program for Meta Platforms, Inc.'s | |||||
Named Executive Officers As Disclosed in Meta | �� | ||||
Platforms, Inc.'s Proxy Statement. | Management | For | Voted - For | ||
4. | A Shareholder Proposal Regarding Dual Class Capital | ||||
Structure. | Shareholder | Against | Voted - Against | ||
5. | A Shareholder Proposal Regarding an Independent | ||||
Chair. | Shareholder | Against | Voted - Against | ||
6. | A Shareholder Proposal Regarding Concealment | ||||
Clauses. | Shareholder | Against | Voted - Against | ||
7. | A Shareholder Proposal Regarding Report on External | ||||
Costs of Misinformation. | Shareholder | Against | Voted - Against | ||
8. | A Shareholder Proposal Regarding Report on | ||||
Community Standards Enforcement. | Shareholder | Against | Voted - Against | ||
9. | A Shareholder Proposal Regarding Report and | ||||
Advisory Vote on the Metaverse. | Shareholder | Against | Voted - Against | ||
10. | A Shareholder Proposal Regarding Human Rights | ||||
Impact Assessment. | Shareholder | Against | Voted - Against | ||
11. | A Shareholder Proposal Regarding Child Sexual | ||||
Exploitation Online. | Shareholder | Against | Voted - Against | ||
12. | A Shareholder Proposal Regarding Civil Rights and | ||||
Non-discrimination Audit. | Shareholder | Against | Voted - Against | ||
13. | A Shareholder Proposal Regarding Report on Lobbying. | Shareholder | Against | Voted - Against | |
14. | A Shareholder Proposal Regarding Assessment of | ||||
Audit & Risk Oversight Committee. | Shareholder | Against | Voted - Against | ||
15. | A Shareholder Proposal Regarding Report on | ||||
Charitable Donations. | Shareholder | Against | Voted - Against |
9
RiverPark Large Growth Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
MICROSOFT CORPORATION | |||||
Security ID: 594918104 | Ticker: MSFT | ||||
Meeting Date: 30-Nov-21 | Meeting Type: Annual | ||||
1A. | Election of Director: Reid G. Hoffman | Management | For | Voted - For | |
1B. | Election of Director: Hugh F. Johnston | Management | For | Voted - For | |
1C. | Election of Director: Teri L. List | Management | For | Voted - For | |
1D. | Election of Director: Satya Nadella | Management | For | Voted - For | |
1E. | Election of Director: Sandra E. Peterson | Management | For | Voted - For | |
1F. | Election of Director: Penny S. Pritzker | Management | For | Voted - For | |
1G. | Election of Director: Carlos A. Rodriguez | Management | For | Voted - For | |
1H. | Election of Director: Charles W. Scharf | Management | For | Voted - For | |
1I. | Election of Director: John W. Stanton | Management | For | Voted - For | |
1J. | Election of Director: John W. Thompson | Management | For | Voted - For | |
1K. | Election of Director: Emma N. Walmsley | Management | For | Voted - For | |
1L. | Election of Director: Padmasree Warrior | Management | For | Voted - For | |
2. | Advisory Vote to Approve Named Executive Officer | ||||
Compensation. | Management | For | Voted - For | ||
3. | Approve Employee Stock Purchase Plan. | Management | For | Voted - For | |
4. | Ratification of the Selection of Deloitte & Touche | ||||
LLP As our Independent Auditor for Fiscal Year 2022. | Management | For | Voted - For | ||
5. | Shareholder Proposal - Report on Median Pay Gaps | ||||
Across Race and Gender. | Shareholder | Against | Voted - Against | ||
6. | Shareholder Proposal - Report on Effectiveness of | ||||
Workplace Sexual Harassment Policies. | Shareholder | Against | Voted - Against | ||
7. | Shareholder Proposal - Prohibition on Sales of | ||||
Facial Recognition Technology to All Government | |||||
Entities. | Shareholder | Against | Voted - Against | ||
8. | Shareholder Proposal - Report on Implementation of | ||||
the Fair Chance Business Pledge. | Shareholder | Against | Voted - Against | ||
9. | Shareholder Proposal - Report on How Lobbying | ||||
Activities Align with Company Policies. | Shareholder | Against | Voted - Against | ||
NETFLIX, INC. | |||||
Security ID: 64110L106 | Ticker: NFLX | ||||
Meeting Date: 02-Jun-22 | Meeting Type: Annual | ||||
1a. | Election of Class II Director to Hold Office Until | ||||
the 2025 Annual Meeting of Stockholders: Timothy | |||||
Haley | Management | For | Voted - For | ||
1b. | Election of Class II Director to Hold Office Until | ||||
the 2025 Annual Meeting of Stockholders: Leslie | |||||
Kilgore | Management | For | Voted - For | ||
1c. | Election of Class II Director to Hold Office Until | ||||
the 2025 Annual Meeting of Stockholders: Strive | |||||
Masiyiwa | Management | For | Voted - For | ||
1d. | Election of Class II Director to Hold Office Until | ||||
the 2025 Annual Meeting of Stockholders: Ann Mather | Management | For | Voted - For |
10
RiverPark Large Growth Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
2. | Management Proposal: Declassification of the Board | ||||
of Directors. | Management | For | Voted - For | ||
3. | Management Proposal: Elimination of Supermajority | ||||
Voting Provisions. | Management | For | Voted - For | ||
4. | Management Proposal: Creation of A New Stockholder | ||||
Right to Call A Special Meeting. | Management | For | Voted - For | ||
5. | Ratification of Appointment of Independent | ||||
Registered Public Accounting Firm. | Management | For | Voted - For | ||
6. | Advisory Approval of Executive Officer Compensation. | Management | For | Voted - For | |
7. | Stockholder Proposal Entitled, "proposal 7 - Simple | ||||
Majority Vote," If Properly Presented at the | |||||
Meeting. | Shareholder | Against | Voted - Against | ||
8. | Stockholder Proposal Entitled, "proposal 8 - | ||||
Lobbying Activity Report," If Properly Presented at | |||||
the Meeting. | Management | Against | Voted - Against | ||
NIKE, INC. | |||||
Security ID: 654106103 | Ticker: NKE | ||||
Meeting Date: 06-Oct-21 | Meeting Type: Annual | ||||
1A. | Election of Class B Director: Alan B. Graf, Jr. | Management | For | Voted - For | |
1B. | Election of Class B Director: Peter B. Henry | Management | For | Voted - For | |
1C. | Election of Class B Director: Michelle A. Peluso | Management | For | Voted - For | |
2. | To Approve Executive Compensation by an Advisory | ||||
Vote. | Management | For | Voted - For | ||
3. | To Ratify the Appointment of PricewaterhouseCoopers | ||||
LLP As our Independent Registered Public Accounting | |||||
Firm. | Management | For | Voted - For | ||
4. | To Consider A Shareholder Proposal Regarding | ||||
Political Contributions Disclosure, If Properly | |||||
Presented at the Meeting. | Shareholder | Against | Voted - Against | ||
5. | To Consider A Shareholder Proposal Regarding A | ||||
Human Rights Impact Assessment, If Properly | |||||
Presented at the Meeting. | Shareholder | Against | Voted - Against | ||
6. | To Consider A Shareholder Proposal Regarding | ||||
Supplemental Pay Equity Disclosure, If Properly | |||||
Presented at the Meeting. | Shareholder | Against | Voted - Against | ||
7. | To Consider A Shareholder Proposal Regarding | ||||
Diversity and Inclusion Efforts Reporting, If | |||||
Properly Presented at the Meeting. | Shareholder | Against | Voted - Against | ||
NVIDIA CORPORATION | |||||
Security ID: 67066G104 | Ticker: NVDA | ||||
Meeting Date: 02-Jun-22 | Meeting Type: Annual | ||||
1A. | Election of Director: Robert K. Burgess | Management | For | Voted - For | |
1B. | Election of Director: Tench Coxe | Management | For | Voted - For | |
1C. | Election of Director: John O. Dabiri | Management | For | Voted - For | |
1D. | Election of Director: Persis S. Drell | Management | For | Voted - For | |
1E. | Election of Director: Jen-hsun Huang | Management | For | Voted - For |
11
RiverPark Large Growth Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
1F. | Election of Director: Dawn Hudson | Management | For | Voted - For | |
1G. | Election of Director: Harvey C. Jones | Management | For | Voted - For | |
1H. | Election of Director: Michael G. Mccaffery | Management | For | Voted - For | |
1I. | Election of Director: Stephen C. Neal | Management | For | Voted - For | |
1J. | Election of Director: Mark L. Perry | Management | For | Voted - For | |
1K. | Election of Director: A. Brooke Seawell | Management | For | Voted - For | |
1L. | Election of Director: Aarti Shah | Management | For | Voted - For | |
1M. | Election of Director: Mark A. Stevens | Management | For | Voted - For | |
2. | Advisory Approval of our Executive Compensation. | Management | For | Voted - For | |
3. | Ratification of the Selection of | ||||
PricewaterhouseCoopers LLP As our Independent | |||||
Registered Public Accounting Firm for Fiscal Year | |||||
2023. | Management | For | Voted - For | ||
4. | Approval of an Amendment to our Charter to Increase | ||||
the Number of Authorized Shares of Common Stock | |||||
from 4 Billion to 8 Billion Shares. | Management | For | Voted - For | ||
5. | Approval of an Amendment and Restatement of our | ||||
Amended and Restated 2007 Equity Incentive Plan. | Management | For | Voted - For | ||
PAYPAL HOLDINGS, INC. | |||||
Security ID: 70450Y103 | Ticker: PYPL | ||||
Meeting Date: 02-Jun-22 | Meeting Type: Annual | ||||
1a. | Election of Director: Rodney C. Adkins | Management | For | Voted - For | |
1b. | Election of Director: Jonathan Christodoro | Management | For | Voted - For | |
1c. | Election of Director: John J. Donahoe | Management | For | Voted - For | |
1d. | Election of Director: David W. Dorman | Management | For | Voted - For | |
1e. | Election of Director: Belinda J. Johnson | Management | For | Voted - For | |
1f. | Election of Director: Enrique Lores | Management | For | Voted - For | |
1g. | Election of Director: Gail J. Mcgovern | Management | For | Voted - For | |
1h. | Election of Director: Deborah M. Messemer | Management | For | Voted - For | |
1i. | Election of Director: David M. Moffett | Management | For | Voted - For | |
1j. | Election of Director: Ann M. Sarnoff | Management | For | Voted - For | |
1k. | Election of Director: Daniel H. Schulman | Management | For | Voted - For | |
1l. | Election of Director: Frank D. Yeary | Management | For | Voted - For | |
2. | Advisory Vote to Approve Named Executive Officer | ||||
Compensation. | Management | For | Voted - For | ||
3. | Advisory Vote on the Frequency of the Stockholder | ||||
Advisory Vote to Approve Named Executive Officer | |||||
Compensation. | Management | 1 Year | Voted - 1 Year | ||
4. | Ratification of the Appointment of | ||||
PricewaterhouseCoopers LLP As our Independent | |||||
Auditor for 2022. | Management | For | Voted - For | ||
5. | Stockholder Proposal - Special Shareholder Meeting | ||||
Improvement. | Shareholder | Against | Voted - Against |
12
RiverPark Large Growth Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
PINTEREST, INC. | |||||
Security ID: 72352L106 | Ticker: PINS | ||||
Meeting Date: 26-May-22 | Meeting Type: Annual | ||||
1A. | Election of Class IIl Director to Hold Office Until | ||||
the 2025 Annual Meeting: Leslie J. Kilgore | Management | For | Voted - For | ||
1B. | Election of Class IIl Director to Hold Office Until | ||||
the 2025 Annual Meeting: Benjamin Silbermann | Management | For | Voted - For | ||
1C. | Election of Class IIl Director to Hold Office Until | ||||
the 2025 Annual Meeting: Salaam Coleman Smith | Management | For | Voted - For | ||
2. | Ratify the Audit Committee's Selection of Ernst & | ||||
Young LLP As the Company's Independent Registered | |||||
Public Accounting Firm for the Fiscal Year 2022 | Management | For | Voted - For | ||
3. | Approve, on an Advisory Non-binding Basis, the | ||||
Compensation of our Named Executive Officers | Management | For | Voted - For | ||
SERVICENOW, INC. | |||||
Security ID: 81762P102 | Ticker: NOW | ||||
Meeting Date: 09-Jun-22 | Meeting Type: Annual | ||||
1a. | Election of Director: Susan L. Bostrom | Management | For | Voted - For | |
1b. | Election of Director: Teresa Briggs | Management | For | Voted - For | |
1c. | Election of Director: Jonathan C. Chadwick | Management | For | Voted - For | |
1d. | Election of Director: Paul E. Chamberlain | Management | For | Voted - For | |
1e. | Election of Director: Lawrence J. Jackson, Jr. | Management | For | Voted - For | |
1f. | Election of Director: Frederic B. Luddy | Management | For | Voted - For | |
1g. | Election of Director: Jeffrey A. Miller | Management | For | Voted - For | |
1h. | Election of Director: Joseph "larry" Quinlan | Management | For | Voted - For | |
1i. | Election of Director: Sukumar Rathnam | Management | For | Voted - For | |
2. | To Approve, on an Advisory Basis, the Compensation | ||||
of our Named Executive Officers ("say-on-pay"). | Management | For | Voted - For | ||
3. | To Ratify PricewaterhouseCoopers LLP As the | ||||
Independent Registered Public Accounting Firm for | |||||
2022. | Management | For | Voted - For | ||
SHOPIFY INC. | |||||
Security ID: 82509L107 | Ticker: SHOP | ||||
Meeting Date: 07-Jun-22 | Meeting Type: Annual And Special | ||||
1A | Election of Director: Tobias Lütke | Management | For | Voted - For | |
1B | Election of Director: Robert Ashe | Management | For | Voted - For | |
1C | Election of Director: Gail Goodman | Management | For | Voted - For | |
1D | Election of Director: Colleen Johnston | Management | For | Voted - For | |
1E | Election of Director: Jeremy Levine | Management | For | Voted - For | |
1F | Election of Director: John Phillips | Management | For | Voted - For | |
1G | Election of Director: Fidji Simo | Management | For | Voted - For |
13
RiverPark Large Growth Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
2 | Appointment of the Auditors Resolution Approving | ||||
the Re-appointment of PricewaterhouseCoopers LLP As | |||||
Auditors of Shopify Inc. and Authorizing the Board | |||||
of Directors to Fix Their Remuneration. | Management | For | Voted - For | ||
3 | Approval of Arrangement Special Resolution, the | ||||
Full Text of Which is Attached As Schedule A to the | |||||
Management Information Circular Dated April 11, | |||||
2022, to Approve, Pursuant to an Interim Order of | |||||
the Ontario Superior Court of Justice (commercial | |||||
List) Dated April 11, 2022, A Proposed Plan of | |||||
Arrangement Pursuant to Section 192 of the Canada | |||||
Business Corporations Act to Effect, Among Other | |||||
Things, Certain Updates to the Company's Governance | |||||
Structure, Including an Amendment to Shopify Inc.'s | |||||
Restated Articles of Incorporation to Provide for | |||||
the Creation of A New Class of Share, Designated As | |||||
the Founder Share, and the Issuance of Such Founder | |||||
Share to Shopify Inc.'s Founder and Chief Executive | |||||
Officer, Mr. Tobias Lütke. | Management | For | Voted - For | ||
4 | Approval of Share Split Special Resolution, the | ||||
Full Text of Which is Attached As Schedule B to the | |||||
Management Information Circular Dated April 11, | |||||
2022, to Approve an Amendment to Shopify Inc.'s | |||||
Restated Articles of Incorporation to Effect A | |||||
Ten-for-one Split of Its Class A Subordinate Voting | |||||
Shares and Class B Multiple Voting Shares. | Management | For | Voted - For | ||
5 | Advisory Vote on Executive Compensation Non-binding | ||||
Advisory Resolution That the Shareholders Accept | |||||
Shopify Inc.'s Approach to Executive Compensation | |||||
As Disclosed in the Management Information Circular | |||||
Dated April 11, 2022. | Management | For | Voted - For | ||
SNOWFLAKE INC. | |||||
Security ID: 833445109 | Ticker: SNOW | ||||
Meeting Date: 08-Jul-21 | Meeting Type: Annual | ||||
1A. | Election of Class I Director: Benoit Dageville | Management | For | Voted - For | |
1B. | Election of Class I Director: Mark S. Garrett | Management | For | Voted - For | |
1C. | Election of Class I Director: Jayshree V. Ullal | Management | For | Voted - For | |
2. | To Ratify the Selection of PricewaterhouseCoopers | ||||
LLP As our Independent Registered Public Accounting | |||||
Firm for the Fiscal Year Ending January 31, 2022. | Management | For | Voted - For | ||
SQUARE, INC. | |||||
Security ID: 852234103 | Ticker: SQ | ||||
Meeting Date: 03-Nov-21 | Meeting Type: Special | ||||
1. | Approve the Issuance of Shares of Class A Common | ||||
Stock of Square, Inc. ("square") (including Shares | |||||
Underlying Chess Depositary Interests) to | |||||
Shareholders of Afterpay Limited ("afterpay") |
14
RiverPark Large Growth Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
Pursuant to A Scheme of Arrangement Between | |||||
Afterpay and Its Shareholders and A Deed Poll to be | |||||
Executed by Square and Lanai (au) 2 Pty Ltd | |||||
("square Sub"), As Contemplated by the Scheme | |||||
Implementation Deed, Dated As of August 2, 2021, | |||||
and As It May be Further Amended Or Supplemented, | |||||
by and Among Square, Square Sub, and Afterpay (the | |||||
"transaction Proposal"). | Management | For | Voted - For | ||
2. | Approve One Or More Adjournments of the Special | ||||
Meeting of Stockholders of Square, If Necessary Or | |||||
Appropriate and Consented to by Afterpay, Including | |||||
to Permit Further Solicitation of Proxies If There | |||||
are Insufficient Votes at the Time of the Special | |||||
Meeting of Stockholders to Approve the Transaction | |||||
Proposal. | Management | For | Voted - For | ||
TELADOC HEALTH, INC. | |||||
Security ID: 87918A105 | Ticker: TDOC | ||||
Meeting Date: 26-May-22 | Meeting Type: Annual | ||||
1A. | Election of Director for A Term of One Year: Karen | ||||
L. Daniel | Management | For | Voted - For | ||
1B. | Election of Director for A Term of One Year: Sandra | ||||
L. Fenwick | Management | For | Voted - For | ||
1C. | Election of Director for A Term of One Year: | ||||
William H. Frist, M.D. | Management | For | Voted - For | ||
1D. | Election of Director for A Term of One Year: Jason | ||||
Gorevic | Management | For | Voted - For | ||
1E. | Election of Director for A Term of One Year: | ||||
Catherine A. Jacobson | Management | For | Voted - For | ||
1F. | Election of Director for A Term of One Year: Thomas | ||||
G. Mckinley | Management | For | Voted - For | ||
1G. | Election of Director for A Term of One Year: | ||||
Kenneth H. Paulus | Management | For | Voted - For | ||
1H. | Election of Director for A Term of One Year: David | ||||
L. Shedlarz | Management | For | Voted - For | ||
1I. | Election of Director for A Term of One Year: Mark | ||||
Douglas Smith, M.D., Mba | Management | For | Voted - For | ||
1J. | Election of Director for A Term of One Year: David | ||||
B. Snow, Jr. | Management | For | Voted - For | ||
2. | Approve, on an Advisory Basis, the Compensation of | ||||
Teladoc Health's Named Executive Officers. | Management | For | Voted - For | ||
3. | Ratify the Appointment of Ernst & Young LLP As | ||||
Teladoc Health's Independent Registered Public | |||||
Accounting Firm for the Fiscal Year Ending December | |||||
31, 2022. | Management | For | Voted - For | ||
4. | Approve an Amendment to Teladoc Health's | ||||
Certificate of Incorporation to Permit Holders of | |||||
at Least 15% Net Long Ownership in Voting Power of | |||||
Teladoc Health's Outstanding Capital Stock to Call | |||||
Special Meetings. | Management | For | Voted - For |
15
RiverPark Large Growth Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
THE CHARLES SCHWAB CORPORATION | |||||
Security ID: 808513105 | Ticker: SCHW | ||||
Meeting Date: 17-May-22 | Meeting Type: Annual | ||||
1A. | Election of Director: John K. Adams, Jr. | Management | For | Voted - For | |
1B. | Election of Director: Stephen A. Ellis | Management | For | Voted - For | |
1C. | Election of Director: Brian M. Levitt | Management | For | Voted - For | |
1D. | Election of Director: Arun Sarin | Management | For | Voted - For | |
1E. | Election of Director: Charles R. Schwab | Management | For | Voted - For | |
1F. | Election of Director: Paula A. Sneed | Management | For | Voted - For | |
2. | Approval of Amendments to Certificate of | ||||
Incorporation and Bylaws to Declassify the Board of | |||||
Directors. | Management | For | Voted - For | ||
3. | Ratification of the Selection of Deloitte & Touche | ||||
LLP As Independent Auditors. | Management | For | Voted - For | ||
4. | Advisory Vote to Approve Named Executive Officer | ||||
Compensation. | Management | For | Voted - For | ||
5. | Approval of the 2022 Stock Incentive Plan. | Management | For | Voted - For | |
6. | Approval of the Board's Proposal to Amend Bylaws to | ||||
Adopt Proxy Access. | Management | For | Voted - For | ||
7. | Stockholder Proposal Requesting Amendment to Bylaws | ||||
to Adopt Proxy Access. | Shareholder | Against | Voted - Against | ||
8. | Stockholder Proposal Requesting Disclosure of | ||||
Lobbying Policy, Procedures and Oversight; Lobbying | |||||
Expenditures; and Participation in Organizations | |||||
Engaged in Lobbying. | Shareholder | Against | Voted - Against | ||
THE WALT DISNEY COMPANY | |||||
Security ID: 254687106 | Ticker: DIS | ||||
Meeting Date: 09-Mar-22 | Meeting Type: Annual | ||||
1A. | Election of Director: Susan E. Arnold | Management | For | Voted - For | |
1B. | Election of Director: Mary T. Barra | Management | For | Voted - For | |
1C. | Election of Director: Safra A. Catz | Management | For | Voted - For | |
1D. | Election of Director: Amy L. Chang | Management | For | Voted - For | |
1E. | Election of Director: Robert A. Chapek | Management | For | Voted - For | |
1F. | Election of Director: Francis A. Desouza | Management | For | Voted - For | |
1G. | Election of Director: Michael B.g. Froman | Management | For | Voted - For | |
1H. | Election of Director: Maria Elena Lagomasino | Management | For | Voted - For | |
1I. | Election of Director: Calvin R. Mcdonald | Management | For | Voted - For | |
1J. | Election of Director: Mark G. Parker | Management | For | Voted - For | |
1K. | Election of Director: Derica W. Rice | Management | For | Voted - For | |
2. | Ratification of the Appointment of | ||||
PricewaterhouseCoopers LLP As the Company's | |||||
Independent Registered Public Accountants for | |||||
Fiscal 2022. | Management | For | Voted - For | ||
3. | Consideration of an Advisory Vote to Approve | ||||
Executive Compensation. | Management | For | Voted - For |
16
RiverPark Large Growth Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
4. | Shareholder Proposal, If Properly Presented at the | ||||
Meeting, Requesting an Annual Report Disclosing | |||||
Information Regarding Lobbying Policies and | |||||
Activities. | Shareholder | Against | Voted - Against | ||
5. | Shareholder Proposal, If Properly Presented at the | ||||
Meeting, Requesting Amendment of the Company's | |||||
Governing Documents to Lower the Stock Ownership | |||||
Threshold to Call A Special Meeting of Shareholders. | Shareholder | Against | Voted - Against | ||
6. | Shareholder Proposal, If Properly Presented at the | ||||
Meeting, Requesting A Diligence Report Evaluating | |||||
Human Rights Impacts. | Shareholder | Against | Voted - Against | ||
7. | Shareholder Proposal, If Properly Presented at the | ||||
Meeting, Requesting A Report on Both Median and | |||||
Adjusted Pay Gaps Across Race and Gender. | Shareholder | Against | Voted - Against | ||
8. | Shareholder Proposal, If Properly Presented at the | ||||
Meeting, Requesting A Workplace Non- Discrimination | |||||
Audit and Report. | Shareholder | Against | Voted - Against | ||
TWILIO INC. | |||||
Security ID: 90138F102 | Ticker: TWLO | ||||
Meeting Date: 22-Jun-22 | Meeting Type: Annual | ||||
1.1 | Director: Donna L. Dubinsky | Management | For | Voted - For | |
1.2 | Director: Deval Patrick | Management | For | Voted - For | |
2. | Ratification of the Appointment of KPMG LLP As the | ||||
Company's Independent Registered Public Accounting | |||||
Firm for the Fiscal Year Ending December 31, 2022. | Management | For | Voted - For | ||
3. | Approval Of, on A Non-binding Advisory Basis, the | ||||
Compensation of the Company's Named Executive | |||||
Officers. | Management | For | Voted - For | ||
UBER TECHNOLOGIES, INC. | |||||
Security ID: 90353T100 | Ticker: UBER | ||||
Meeting Date: 09-May-22 | Meeting Type: Annual | ||||
1A. | Election of Director: Ronald Sugar | Management | For | Voted - For | |
1B. | Election of Director: Revathi Advaithi | Management | For | Voted - For | |
1C. | Election of Director: Ursula Burns | Management | For | Voted - For | |
1D. | Election of Director: Robert Eckert | Management | For | Voted - For | |
1E. | Election of Director: Amanda Ginsberg | Management | For | Voted - For | |
1F. | Election of Director: Dara Khosrowshahi | Management | For | Voted - For | |
1G. | Election of Director: Wan Ling Martello | Management | For | Voted - For | |
1H. | Election of Director: Yasir Al-rumayyan | Management | For | Voted - For | |
1I. | Election of Director: John Thain | Management | For | Voted - For | |
1J. | Election of Director: David Trujillo | Management | For | Voted - For | |
1K. | Election of Director: Alexander Wynaendts | Management | For | Voted - For | |
2. | Advisory Vote to Approve 2021 Named Executive | ||||
Officer Compensation. | Management | For | Voted - For | ||
17 |
RiverPark Large Growth Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
3. | Ratification of the Appointment of | ||||
PricewaterhouseCoopers LLP As our Independent | |||||
Registered Public Accounting Firm for 2022. | Management | For | Voted - For | ||
4. | Stockholder Proposal to Prepare an Annual Report on | ||||
Lobbying Activities. | Shareholder | Against | Voted - Against | ||
VISA INC. | |||||
Security ID: 92826C839 | Ticker: V | ||||
Meeting Date: 25-Jan-22 | Meeting Type: Annual | ||||
1A. | Election of Director: Lloyd A. Carney | Management | For | Voted - For | |
1B. | Election of Director: Mary B. Cranston | Management | For | Voted - For | |
1C. | Election of Director: Francisco Javier | ||||
Fernández-carbajal | Management | For | Voted - For | ||
1D. | Election of Director: Alfred F. Kelly, Jr. | Management | For | Voted - For | |
1E. | Election of Director: Ramon Laguarta | Management | For | Voted - For | |
1F. | Election of Director: John F. Lundgren | Management | For | Voted - For | |
1G. | Election of Director: Robert W. Matschullat | Management | For | Voted - For | |
1H. | Election of Director: Denise M. Morrison | Management | For | Voted - For | |
1I. | Election of Director: Linda J. Rendle | Management | For | Voted - For | |
1J. | Election of Director: Maynard G. Webb, Jr. | Management | For | Voted - For | |
2. | To Approve, on an Advisory Basis, the Compensation | ||||
Paid to our Named Executive Officers. | Management | For | Voted - For | ||
3. | To Ratify the Appointment of KPMG LLP As our | ||||
Independent Registered Public Accounting Firm for | |||||
Fiscal Year 2022. | Management | For | Voted - For | ||
ZILLOW GROUP, INC. | |||||
Security ID: 98954M101 | Ticker: ZG | ||||
Meeting Date: 14-Jun-22 | Meeting Type: Annual | ||||
1.1 | Director: Richard N. Barton | Management | For | Voted - For | |
1.2 | Director: Lloyd D. Frink | Management | For | Voted - For | |
1.3 | Director: April Underwood | Management | For | Voted - For | |
2. | Ratification of the Appointment of Deloitte & | ||||
Touche LLP As Independent Registered Public | |||||
Accounting Firm for the Fiscal Year Ended December | |||||
31, 2022. | Management | For | Voted - For |
18
RiverPark Long/Short Opportunity Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
ADOBE INC. | |||||
Security ID: 00724F101 | Ticker: ADBE | ||||
Meeting Date: 14-Apr-22 | Meeting Type: Annual | ||||
1A. | Election of Director to Serve for A One-year Term: | ||||
Amy Banse | Management | For | Voted - For | ||
1B. | Election of Director to Serve for A One-year Term: | ||||
Brett Biggs | Management | For | Voted - For | ||
1C. | Election of Director to Serve for A One-year Term: | ||||
Melanie Boulden | Management | For | Voted - For | ||
1D. | Election of Director to Serve for A One-year Term: | ||||
Frank Calderoni | Management | For | Voted - For | ||
1E. | Election of Director to Serve for A One-year Term: | ||||
Laura Desmond | Management | For | Voted - For | ||
1F. | Election of Director to Serve for A One-year Term: | ||||
Shantanu Narayen | Management | For | Voted - For | ||
1G. | Election of Director to Serve for A One-year Term: | ||||
Spencer Neumann | Management | For | Voted - For | ||
1H. | Election of Director to Serve for A One-year Term: | ||||
Kathleen Oberg | Management | For | Voted - For | ||
1I. | Election of Director to Serve for A One-year Term: | ||||
Dheeraj Pandey | Management | For | Voted - For | ||
1J. | Election of Director to Serve for A One-year Term: | ||||
David Ricks | Management | For | Voted - For | ||
1K. | Election of Director to Serve for A One-year Term: | ||||
Daniel Rosensweig | Management | For | Voted - For | ||
1L. | Election of Director to Serve for A One-year Term: | ||||
John Warnock | Management | For | Voted - For | ||
2. | Ratify the Appointment of KPMG LLP As our | ||||
Independent Registered Public Accounting Firm for | |||||
our Fiscal Year Ending on December 2, 2022. | Management | For | Voted - For | ||
3. | Approve, on an Advisory Basis, the Compensation of | ||||
our Named Executive Officers. | Management | For | Voted - For | ||
AIRBNB INC | |||||
Security ID: 009066101 | Ticker: ABNB | ||||
Meeting Date: 01-Jun-22 | Meeting Type: Annual | ||||
1.1 | Election of Class II Director to Serve Until the | ||||
2025 Annual Meeting: Amrita Ahuja | Management | For | Voted - For | ||
1.2 | Election of Class II Director to Serve Until the | ||||
2025 Annual Meeting: Joseph Gebbia | Management | For | Voted - For | ||
1.3 | Election of Class II Director to Serve Until the | ||||
2025 Annual Meeting: Jeffrey Jordan | Management | For | Voted - For | ||
2. | To Ratify the Appointment of PricewaterhouseCoopers | ||||
LLP As our Independent Registered Public Accounting | |||||
Firm for the Fiscal Year Ending December 31, 2022. | Management | For | Voted - For | ||
3. | To Approve, on an Advisory (non-binding) Basis, the | ||||
Compensation of our Named Executive Officers. | Management | For | Voted - For |
19
RiverPark Long/Short Opportunity Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
ALPHABET INC. | |||||
Security ID: 02079K305 | Ticker: GOOGL | ||||
Meeting Date: 01-Jun-22 | Meeting Type: Annual | ||||
1a. | Election of Director: Larry Page | Management | For | Voted - For | |
1b. | Election of Director: Sergey Brin | Management | For | Voted - For | |
1c. | Election of Director: Sundar Pichai | Management | For | Voted - For | |
1d. | Election of Director: John L. Hennessy | Management | For | Voted - For | |
1e. | Election of Director: Frances H. Arnold | Management | For | Voted - For | |
1f. | Election of Director: L. John Doerr | Management | For | Voted - For | |
1g. | Election of Director: Roger W. Ferguson Jr. | Management | For | Voted - For | |
1h. | Election of Director: Ann Mather | Management | For | Voted - For | |
1i. | Election of Director: K. Ram Shriram | Management | For | Voted - For | |
1j. | Election of Director: Robin L. Washington | Management | For | Voted - For | |
2. | Ratification of the Appointment of Ernst & Young | ||||
LLP As Alphabet's Independent Registered Public | |||||
Accounting Firm for the Fiscal Year Ending December | |||||
31, 2022. | Management | For | Voted - For | ||
3. | The Amendment of Alphabet's 2021 Stock Plan to | ||||
Increase the Share Reserve by 4,000,000 Shares of | |||||
Class C Capital Stock. | Management | For | Voted - For | ||
4. | The Amendment of Alphabet's Amended and Restated | ||||
Certificate of Incorporation to Increase the Number | |||||
of Authorized Shares. | Management | For | Voted - For | ||
5. | A Stockholder Proposal Regarding A Lobbying Report, | ||||
If Properly Presented at the Meeting. | Shareholder | Against | Voted - Against | ||
6. | A Stockholder Proposal Regarding A Climate Lobbying | ||||
Report, If Properly Presented at the Meeting. | Shareholder | Against | Voted - Against | ||
7. | A Stockholder Proposal Regarding A Report on | ||||
Physical Risks of Climate Change, If Properly | |||||
Presented at the Meeting. | Shareholder | Against | Voted - Against | ||
8. | A Stockholder Proposal Regarding A Report on Water | ||||
Management Risks, If Properly Presented at the | |||||
Meeting. | Shareholder | Against | Voted - Against | ||
9. | A Stockholder Proposal Regarding A Racial Equity | ||||
Audit, If Properly Presented at the Meeting. | Shareholder | Against | Voted - Against | ||
10. | A Stockholder Proposal Regarding A Report on | ||||
Concealment Clauses, If Properly Presented at the | |||||
Meeting. | Shareholder | Against | Voted - Against | ||
11. | A Stockholder Proposal Regarding Equal Shareholder | ||||
Voting, If Properly Presented at the Meeting. | Shareholder | Against | Voted - Against | ||
12. | A Stockholder Proposal Regarding A Report on | ||||
Government Takedown Requests, If Properly Presented | |||||
at the Meeting. | Shareholder | Against | Voted - Against | ||
13. | A Stockholder Proposal Regarding A Human Rights | ||||
Assessment of Data Center Siting, If Properly | |||||
Presented at the Meeting. | Shareholder | Against | Voted - Against | ||
14. | A Stockholder Proposal Regarding A Report on Data | ||||
Collection, Privacy, and Security, If Properly | |||||
Presented at the Meeting. | Shareholder | Against | Voted - Against |
20
RiverPark Long/Short Opportunity Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
15. | A Stockholder Proposal Regarding Algorithm | ||||
Disclosures, If Properly Presented at the Meeting. | Shareholder | Against | Voted - Against | ||
16. | A Stockholder Proposal Regarding Misinformation and | ||||
Disinformation, If Properly Presented at the | |||||
Meeting. | Shareholder | Against | Voted - Against | ||
17. | A Stockholder Proposal Regarding A Report on | ||||
External Costs of Disinformation, If Properly | |||||
Presented at the Meeting. | Shareholder | Against | Voted - Against | ||
18. | A Stockholder Proposal Regarding A Report on Board | ||||
Diversity, If Properly Presented at the Meeting. | Shareholder | Against | Voted - Against | ||
19. | A Stockholder Proposal Regarding the Establishment | ||||
of an Environmental Sustainability Board Committee, | |||||
If Properly Presented at the Meeting. | Shareholder | Against | Voted - Against | ||
20. | A Stockholder Proposal Regarding A Policy on | ||||
Non-management Employee Representative Director, If | |||||
Properly Presented at the Meeting. | Shareholder | Against | Voted - Against | ||
21. | A Stockholder Proposal Regarding A Report on | ||||
Policies Regarding Military and Militarized | |||||
Policing Agencies, If Properly Presented at the | |||||
Meeting. | Shareholder | Against | Voted - Against | ||
AMAZON.COM, INC. | |||||
Security ID: 023135106 | Ticker: AMZN | ||||
Meeting Date: 25-May-22 | Meeting Type: Annual | ||||
1a. | Election of Director: Jeffrey P. Bezos | Management | For | Voted - For | |
1b. | Election of Director: Andrew R. Jassy | Management | For | Voted - For | |
1c. | Election of Director: Keith B. Alexander | Management | For | Voted - For | |
1d. | Election of Director: Edith W. Cooper | Management | For | Voted - For | |
1e. | Election of Director: Jamie S. Gorelick | Management | For | Voted - For | |
1f. | Election of Director: Daniel P. Huttenlocher | Management | For | Voted - For | |
1g. | Election of Director: Judith A. Mcgrath | Management | For | Voted - For | |
1h. | Election of Director: Indra K. Nooyi | Management | For | Voted - For | |
1i. | Election of Director: Jonathan J. Rubinstein | Management | For | Voted - For | |
1j. | Election of Director: Patricia Q. Stonesifer | Management | For | Voted - For | |
1k. | Election of Director: Wendell P. Weeks | Management | For | Voted - For | |
2. | Ratification of the Appointment of Ernst & Young | ||||
LLP As Independent Auditors | Management | For | Voted - For | ||
3. | Advisory Vote to Approve Executive Compensation | Management | For | Voted - For | |
4. | Approval of an Amendment to the Company's Restated | ||||
Certificate of Incorporation to Effect A 20-for-1 | |||||
Split of the Company's Common Stock and A | |||||
Proportionate Increase in the Number of Authorized | |||||
Shares of Common Stock | Management | For | Voted - For | ||
5. | Shareholder Proposal Requesting A Report on | ||||
Retirement Plan Options | Shareholder | Against | Voted - Against | ||
6. | Shareholder Proposal Requesting A Report on | ||||
Customer Due Diligence | Shareholder | Against | Voted - Against | ||
7. | Shareholder Proposal Requesting an Alternative | ||||
Director Candidate Policy | Shareholder | Against | Voted - Against |
21
RiverPark Long/Short Opportunity Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
8. | Shareholder Proposal Requesting A Report on | ||||
Packaging Materials | Shareholder | Against | Voted - Against | ||
9. | Shareholder Proposal Requesting A Report on Worker | ||||
Health and Safety Differences | Shareholder | Against | Voted - Against | ||
10. | Shareholder Proposal Requesting Additional | ||||
Reporting on Risks Associated with the Use of | |||||
Certain Contract Clauses | Shareholder | Against | Voted - Against | ||
11. | Shareholder Proposal Requesting A Report on | ||||
Charitable Contributions | Shareholder | Against | Voted - Against | ||
12. | Shareholder Proposal Requesting Alternative Tax | ||||
Reporting | Shareholder | Against | Voted - Against | ||
13. | Shareholder Proposal Requesting Additional | ||||
Reporting on Freedom of Association | Shareholder | Against | Voted - Against | ||
14. | Shareholder Proposal Requesting Additional | ||||
Reporting on Lobbying | Shareholder | Against | Voted - Against | ||
15. | Shareholder Proposal Requesting A Policy Requiring | ||||
More Director Candidates Than Board Seats | Shareholder | Against | Voted - Against | ||
16. | Shareholder Proposal Requesting A Report on | ||||
Warehouse Working Conditions | Shareholder | Against | Voted - Against | ||
17. | Shareholder Proposal Requesting Additional | ||||
Reporting on Gender/racial Pay | Shareholder | Against | Voted - Against | ||
18. | Shareholder Proposal Requesting A Diversity and | ||||
Equity Audit | Shareholder | Against | Voted - Against | ||
19. | Shareholder Proposal Requesting A Report on | ||||
Customer Use of Certain Technologies | Shareholder | Against | Voted - Against | ||
APOLLO GLOBAL MANAGEMENT, INC. | |||||
Security ID: 03768E105 | Ticker: APO | ||||
Meeting Date: 01-Oct-21 | Meeting Type: Annual | ||||
1.1 | Director: Walter (jay) Clayton | Management | For | Voted - For | |
1.2 | Director: Michael Ducey | Management | For | Voted - For | |
1.3 | Director: Richard Emerson | Management | For | Voted - For | |
1.4 | Director: Joshua Harris | Management | For | Voted - For | |
1.5 | Director: Kerry Murphy Healey | Management | For | Voted - For | |
1.6 | Director: Pamela Joyner | Management | For | Voted - For | |
1.7 | Director: Scott Kleinman | Management | For | Voted - For | |
1.8 | Director: A.b. Krongard | Management | For | Voted - For | |
1.9 | Director: Pauline Richards | Management | For | Voted - For | |
1.10 | Director: Marc Rowan | Management | For | Voted - For | |
1.11 | Director: David Simon | Management | For | Voted - For | |
1.12 | Director: James Zelter | Management | For | Voted - For | |
2. | Ratification of Appointment of Deloitte & Touche | ||||
LLP As the Company's Independent Registered Public | |||||
Accounting Firm for the Fiscal Year Ending December | |||||
31, 2021. | Management | For | Voted - For |
22
RiverPark Long/Short Opportunity Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
APPLE INC. | |||||
Security ID: 037833100 | Ticker: AAPL | ||||
Meeting Date: 04-Mar-22 | Meeting Type: Annual | ||||
1A. | Election of Director: James Bell | Management | For | Voted - For | |
1B. | Election of Director: Tim Cook | Management | For | Voted - For | |
1C. | Election of Director: Al Gore | Management | For | Voted - For | |
1D. | Election of Director: Alex Gorsky | Management | For | Voted - For | |
1E. | Election of Director: Andrea Jung | Management | For | Voted - For | |
1F. | Election of Director: Art Levinson | Management | For | Voted - For | |
1G. | Election of Director: Monica Lozano | Management | For | Voted - For | |
1H. | Election of Director: Ron Sugar | Management | For | Voted - For | |
1I. | Election of Director: Sue Wagner | Management | For | Voted - For | |
2. | Ratification of the Appointment of Ernst & Young | ||||
LLP As Apple's Independent Registered Public | |||||
Accounting Firm for Fiscal 2022. | Management | For | Voted - For | ||
3. | Advisory Vote to Approve Executive Compensation. | Management | For | Voted - For | |
4. | Approval of the Apple Inc. 2022 Employee Stock Plan. | Management | For | Voted - For | |
5. | A Shareholder Proposal Entitled "reincorporate with | ||||
Deeper Purpose". | Shareholder | Against | Voted - Against | ||
6. | A Shareholder Proposal Entitled "transparency | ||||
Reports". | Shareholder | Against | Voted - Against | ||
7. | A Shareholder Proposal Entitled "report on Forced | ||||
Labor". | Shareholder | Against | Voted - Against | ||
8. | A Shareholder Proposal Entitled "pay Equity". | Shareholder | Against | Voted - Against | |
9. | A Shareholder Proposal Entitled "civil Rights | ||||
Audit". | Shareholder | Against | Voted - Against | ||
10. | A Shareholder Proposal Entitled "report on | ||||
Concealment Clauses". | Shareholder | Against | Voted - Against | ||
AUTODESK, INC. | |||||
Security ID: 052769106 | Ticker: ADSK | ||||
Meeting Date: 16-Jun-22 | Meeting Type: Annual | ||||
1a. | Election of Director: Andrew Anagnost | Management | For | Voted - For | |
1b. | Election of Director: Karen Blasing | Management | For | Voted - For | |
1c | Election of Director: Reid French | Management | For | Voted - For | |
1d. | Election of Director: Dr. Ayanna Howard | Management | For | Voted - For | |
1e. | Election of Director: Blake Irving | Management | For | Voted - For | |
1f. | Election of Director: Mary T. Mcdowell | Management | For | Voted - For | |
1g. | Election of Director: Stephen Milligan | Management | For | Voted - For | |
1h. | Election of Director: Lorrie M. Norrington | Management | For | Voted - For | |
1i. | Election of Director: Betsy Rafael | Management | For | Voted - For | |
1j. | Election of Director: Stacy J. Smith | Management | For | Voted - For | |
2. | Ratify the Appointment of Ernst & Young LLP As | ||||
Autodesk, Inc.'s Independent Registered Public | |||||
Accounting Firm for the Fiscal Year Ending January | |||||
31, 2023. | Management | For | Voted - For |
23
RiverPark Long/Short Opportunity Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
3. | Approve, on an Advisory (non-binding) Basis, the | ||||
Compensation of Autodesk, Inc.'s Named Executive | |||||
Officers. | Management | For | Voted - For | ||
4. | Approve the Autodesk 2022 Equity Incentive Plan. | Management | For | Voted - For | |
EXACT SCIENCES CORPORATION | |||||
Security ID: 30063P105 | Ticker: EXAS | ||||
Meeting Date: 09-Jun-22 | Meeting Type: Annual | ||||
1.1 | Director: Kevin Conroy | Management | For | Voted - For | |
1.2 | Director: Shacey Petrovic | Management | For | Voted - For | |
1.3 | Director: Katherine Zanotti | Management | For | Voted - For | |
2. | To Ratify the Selection of PricewaterhouseCoopers | ||||
LLP As our Independent Registered Public Accounting | |||||
Firm for 2022. | Management | For | Voted - For | ||
3. | To Approve, on an Advisory Basis, the Compensation | ||||
of our Named Executive Officers. | Management | For | Voted - For | ||
4. | To Approve Amendment No. 1 to the Exact Sciences | ||||
Corporation 2019 Omnibus Long- Term Incentive Plan. | Management | For | Voted - For | ||
5. | To Approve the Amended and Restated Exact Sciences | ||||
Corporation 2010 Employee Stock Purchase Plan. | Management | For | Voted - For | ||
6. | The Shareholder Proposal Concerning Proxy Access. | Shareholder | Against | Voted - Against | |
FARFETCH LIMITED | |||||
Security ID: 30744W107 Ticker: FTCH | |||||
Meeting Date: 17-Nov-21 | Meeting Type: Annual | ||||
1. | To Resolve As an Ordinary Resolution That the | ||||
Authorised Share Capital of Farfetch Limited be | |||||
Increased: (a) From: Us$20,000,000 Divided Into | |||||
500,000,000 Shares with A Nominal Or Par Value of | |||||
Us$0.04 Each. (b) To: Us$40,000,000 Divided Into | |||||
1,000,000,000 Shares with A Nominal Or Par Value of | |||||
Us$0.04 Each. | Management | For | Voted - For | ||
2. | To Resolve As A Special Resolution That the | ||||
Existing Memorandum and Articles of Association of | |||||
Farfetch Limited be Replaced in Their Entirety with | |||||
the New Amended and Restated Memorandum and | |||||
Articles of Association in the Form Tabled at the | |||||
Meeting. | Management | For | Voted - For | ||
ILLUMINA, INC. | |||||
Security ID: 452327109 | Ticker: ILMN | ||||
Meeting Date: 26-May-22 | Meeting Type: Annual | ||||
1A. | Election of Director: Frances Arnold, Ph.D. | Management | For | Voted - For | |
1B. | Election of Director: Francis A. Desouza | Management | For | Voted - For | |
1C. | Election of Director: Caroline D. Dorsa | Management | For | Voted - For |
24
RiverPark Long/Short Opportunity Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
1D. | Election of Director: Robert S. Epstein, M.D. | Management | For | Voted - For | |
1E. | Election of Director: Scott Gottlieb, M.D. | Management | For | Voted - For | |
1F. | Election of Director: Gary S. Guthart, Ph.D. | Management | For | Voted - For | |
1G. | Election of Director: Philip W. Schiller | Management | For | Voted - For | |
1H. | Election of Director: Susan E. Siegel | Management | For | Voted - For | |
1I. | Election of Director: John W. Thompson | Management | For | Voted - For | |
2. | To Ratify the Appointment of Ernst & Young LLP As | ||||
our Independent Registered Public Accounting Firm | |||||
for the Fiscal Year Ending January 1, 2023. | Management | For | Voted - For | ||
3. | To Approve, on an Advisory Basis, the Compensation | ||||
of the Named Executive Officers As Disclosed in the | |||||
Proxy Statement. | Management | For | Voted - For | ||
4. | To Approve, on an Advisory Basis, A Stockholder | ||||
Proposal Regarding the Right of Stockholders to | |||||
Call Special Meetings. | Shareholder | Against | Voted - Against | ||
5. | To Approve an Amendment to our Amended and Restated | ||||
Certificate of Incorporation to Permit Stockholders | |||||
to Call Special Meetings. | Management | For | Voted - For | ||
INTUITIVE SURGICAL, INC. | |||||
Security ID: 46120E602 | Ticker: ISRG | ||||
Meeting Date: 20-Sep-21 | Meeting Type: Special | ||||
1. | To Approve the Company's Amended and Restated | ||||
Certificate of Incorporation to Increase the Number | |||||
of Authorized Shares of Common Stock for the | |||||
Purpose of Effecting A Three-for-one Stock Split. | Management | For | Voted - For | ||
Meeting Date: 28-Apr-22 | Meeting Type: Annual | ||||
1A. | Election of Director: Craig H. Barratt, Ph.D. | Management | For | Voted - For | |
1B. | Election of Director: Joseph C. Beery | Management | For | Voted - For | |
1C. | Election of Director: Gary S. Guthart, Ph.D. | Management | For | Voted - For | |
1D. | Election of Director: Amal M. Johnson | Management | For | Voted - For | |
1E. | Election of Director: Don R. Kania, Ph.D. | Management | For | Voted - For | |
1F. | Election of Director: Amy L. Ladd, M.D. | Management | For | Voted - For | |
1G. | Election of Director: Keith R. Leonard, Jr. | Management | For | Voted - For | |
1H. | Election of Director: Alan J. Levy, Ph.D. | Management | For | Voted - For | |
1I. | Election of Director: Jami Dover Nachtsheim | Management | For | Voted - For | |
1J. | Election of Director: Monica P. Reed, M.D. | Management | For | Voted - For | |
1K. | Election of Director: Mark J. Rubash | Management | For | Voted - For | |
2. | To Approve, by Advisory Vote, the Compensation of | ||||
the Company's Named Executive Officers. | Management | For | Voted - For | ||
3. | The Ratification of Appointment of | ||||
PricewaterhouseCoopers LLP As the Company's | |||||
Independent Registered Public Accounting Firm for | |||||
the Fiscal Year Ending December 31, 2022. | Management | For | Voted - For | ||
4. | To Approve the Company's Amended and Restated 2010 | ||||
Incentive Award Plan. | Management | For | Voted - For |
25
RiverPark Long/Short Opportunity Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
MASTERCARD INCORPORATED | |||||
Security ID: 57636Q104 | Ticker: MA | ||||
Meeting Date: 21-Jun-22 | Meeting Type: Annual | ||||
1a. | Election of Director: Merit E. Janow | Management | For | Voted - For | |
1b. | Election of Director: Candido Bracher | Management | For | Voted - For | |
1c. | Election of Director: Richard K. Davis | Management | For | Voted - For | |
1d. | Election of Director: Julius Genachowski | Management | For | Voted - For | |
1e. | Election of Director: Choon Phong Goh | Management | For | Voted - For | |
1f. | Election of Director: Oki Matsumoto | Management | For | Voted - For | |
1g. | Election of Director: Michael Miebach | Management | For | Voted - For | |
1h. | Election of Director: Youngme Moon | Management | For | Voted - For | |
1i. | Election of Director: Rima Qureshi | Management | For | Voted - For | |
1j. | Election of Director: Gabrielle Sulzberger | Management | For | Voted - For | |
1k. | Election of Director: Jackson Tai | Management | For | Voted - For | |
1l. | Election of Director: Harit Talwar | Management | For | Voted - For | |
1m. | Election of Director: Lance Uggla | Management | For | Voted - For | |
2. | Advisory Approval of Mastercard's Executive | ||||
Compensation. | Management | For | Voted - For | ||
3. | Ratification of the Appointment of | ||||
PricewaterhouseCoopers LLP As the Independent | |||||
Registered Public Accounting Firm for Mastercard | |||||
for 2022. | Management | For | Voted - For | ||
4. | Approval of an Amendment to Mastercard's | ||||
Certificate of Incorporation to Enable Adoption of | |||||
A Stockholders' Right to Call Special Meetings of | |||||
Stockholders. | Management | For | Voted - For | ||
5. | Consideration of A Stockholder Proposal on the | ||||
Right to Call Special Meetings of Stockholders. | Shareholder | Against | Voted - Against | ||
6. | Consideration of A Stockholder Proposal Requesting | ||||
Board Approval of Certain Political Contributions. | Shareholder | Against | Voted - Against | ||
7. | Consideration of A Stockholder Proposal Requesting | ||||
Charitable Donation Disclosure. | Shareholder | Against | Voted - Against | ||
8. | Consideration of A Stockholder Proposal Requesting | ||||
A Report on "ghost Guns". | Shareholder | Against | Voted - Against | ||
META PLATFORMS, INC. | |||||
Security ID: 30303M102 | Ticker: FB | ||||
Meeting Date: 25-May-22 | Meeting Type: Annual | ||||
1.1 | Director: Peggy Alford | Management | For | Voted - For | |
1.2 | Director: Marc L. Andreessen | Management | For | Voted - For | |
1.3 | Director: Andrew W. Houston | Management | For | Voted - For | |
1.4 | Director: Nancy Killefer | Management | For | Voted - For | |
1.5 | Director: Robert M. Kimmitt | Management | For | Voted - For | |
1.6 | Director: Sheryl K. Sandberg | Management | For | Voted - For | |
1.7 | Director: Tracey T. Travis | Management | For | Voted - For | |
1.8 | Director: Tony Xu | Management | For | Voted - For |
26
RiverPark Long/Short Opportunity Fund
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
1.9 | Director: Mark Zuckerberg | Management | For | Voted - For | |
2. | To Ratify the Appointment of Ernst & Young LLP As | ||||
Meta Platforms, Inc.'s Independent Registered | |||||
Public Accounting Firm for the Fiscal Year Ending | |||||
December 31, 2022. | Management | For | Voted - For | ||
3. | To Approve, on A Non-binding Advisory Basis, the | ||||
Compensation Program for Meta Platforms, Inc.'s | |||||
Named Executive Officers As Disclosed in Meta | |||||
Platforms, Inc.'s Proxy Statement. | Management | For | Voted - For | ||
4. | A Shareholder Proposal Regarding Dual Class Capital | ||||
Structure. | Shareholder | Against | Voted - Against | ||
5. | A Shareholder Proposal Regarding an Independent | ||||
Chair. | Shareholder | Against | Voted - Against | ||
6. | A Shareholder Proposal Regarding Concealment | ||||
Clauses. | Shareholder | Against | Voted - Against | ||
7. | A Shareholder Proposal Regarding Report on External | ||||
Costs of Misinformation. | Shareholder | Against | Voted - Against | ||
8. | A Shareholder Proposal Regarding Report on | ||||
Community Standards Enforcement. | Shareholder | Against | Voted - Against | ||
9. | A Shareholder Proposal Regarding Report and | ||||
Advisory Vote on the Metaverse. | Shareholder | Against | Voted - Against | ||
10. | A Shareholder Proposal Regarding Human Rights | ||||
Impact Assessment. | Shareholder | Against | Voted - Against | ||
11. | A Shareholder Proposal Regarding Child Sexual | ||||
Exploitation Online. | Shareholder | Against | Voted - Against | ||
12. | A Shareholder Proposal Regarding Civil Rights and | ||||
Non-discrimination Audit. | Shareholder | Against | Voted - Against | ||
13. | A Shareholder Proposal Regarding Report on Lobbying. | Shareholder | Against | Voted - Against | |
14. | A Shareholder Proposal Regarding Assessment of | ||||
Audit & Risk Oversight Committee. | Shareholder | Against | Voted - Against | ||
15. | A Shareholder Proposal Regarding Report on | ||||
Charitable Donations. | Shareholder | Against | Voted - Against | ||
MICROSOFT CORPORATION | |||||
Security ID: 594918104 | Ticker: MSFT | ||||
Meeting Date: 30-Nov-21 | Meeting Type: Annual | ||||
1A. | Election of Director: Reid G. Hoffman | Management | For | Voted - For | |
1B. | Election of Director: Hugh F. Johnston | Management | For | Voted - For | |
1C. | Election of Director: Teri L. List | Management | For | Voted - For | |
1D. | Election of Director: Satya Nadella | Management | For | Voted - For | |
1E. | Election of Director: Sandra E. Peterson | Management | For | Voted - For | |
1F. | Election of Director: Penny S. Pritzker | Management | For | Voted - For | |
1G. | Election of Director: Carlos A. Rodriguez | Management | For | Voted - For | |
1H. | Election of Director: Charles W. Scharf | Management | For | Voted - For | |
1I. | Election of Director: John W. Stanton | Management | For | Voted - For | |
1J. | Election of Director: John W. Thompson | Management | For | Voted - For | |
1K. | Election of Director: Emma N. Walmsley | Management | For | Voted - For | |
1L. | Election of Director: Padmasree Warrior | Management | For | Voted - For | |
2. | Advisory Vote to Approve Named Executive Officer | ||||
Compensation. | Management | For | Voted - For |
27
RiverPark Long/Short Opportunity Fund
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
3. | Approve Employee Stock Purchase Plan. | Management | For | Voted - For | |
4. | Ratification of the Selection of Deloitte & Touche | ||||
LLP As our Independent Auditor for Fiscal Year 2022. | Management | For | Voted - For | ||
5. | Shareholder Proposal - Report on Median Pay Gaps | ||||
Across Race and Gender. | Shareholder | Against | Voted - Against | ||
6. | Shareholder Proposal - Report on Effectiveness of | ||||
Workplace Sexual Harassment Policies. | Shareholder | Against | Voted - Against | ||
7. | Shareholder Proposal - Prohibition on Sales of | ||||
Facial Recognition Technology to All Government | |||||
Entities. | Shareholder | Against | Voted - Against | ||
8. | Shareholder Proposal - Report on Implementation of | ||||
the Fair Chance Business Pledge. | Shareholder | Against | Voted - Against | ||
9. | Shareholder Proposal - Report on How Lobbying | ||||
Activities Align with Company Policies. | Shareholder | Against | Voted - Against | ||
NETFLIX, INC. | |||||
Security ID: 64110L106 | Ticker: NFLX | ||||
Meeting Date: 02-Jun-22 | Meeting Type: Annual | ||||
1a. | Election of Class II Director to Hold Office Until | ||||
the 2025 Annual Meeting of Stockholders: Timothy | |||||
Haley | Management | For | Voted - For | ||
1b. | Election of Class II Director to Hold Office Until | ||||
the 2025 Annual Meeting of Stockholders: Leslie | |||||
Kilgore | Management | For | Voted - For | ||
1c. | Election of Class II Director to Hold Office Until | ||||
the 2025 Annual Meeting of Stockholders: Strive | |||||
Masiyiwa | Management | For | Voted - For | ||
1d. | Election of Class II Director to Hold Office Until | ||||
the 2025 Annual Meeting of Stockholders: Ann Mather | Management | For | Voted - For | ||
2. | Management Proposal: Declassification of the Board | ||||
of Directors. | Management | For | Voted - For | ||
3. | Management Proposal: Elimination of Supermajority | ||||
Voting Provisions. | Management | For | Voted - For | ||
4. | Management Proposal: Creation of A New Stockholder | ||||
Right to Call A Special Meeting. | Management | For | Voted - For | ||
5. | Ratification of Appointment of Independent | ||||
Registered Public Accounting Firm. | Management | For | Voted - For | ||
6. | Advisory Approval of Executive Officer Compensation. | Management | For | Voted - For | |
7. | Stockholder Proposal Entitled, "proposal 7 - Simple | ||||
Majority Vote," If Properly Presented at the | |||||
Meeting. | Shareholder | Against | Voted - Against | ||
8. | Stockholder Proposal Entitled, "proposal 8 - | ||||
Lobbying Activity Report," If Properly Presented at | |||||
the Meeting. | Management | Against | Voted - Against |
28
RiverPark Long/Short Opportunity Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
NIKE, INC. | |||||
Security ID: 654106103 | Ticker: NKE | ||||
Meeting Date: 06-Oct-21 | Meeting Type: Annual | ||||
1A. | Election of Class B Director: Alan B. Graf, Jr. | Management | For | Voted - For | |
1B. | Election of Class B Director: Peter B. Henry | Management | For | Voted - For | |
1C. | Election of Class B Director: Michelle A. Peluso | Management | For | Voted - For | |
2. | To Approve Executive Compensation by an Advisory | ||||
Vote. | Management | For | Voted - For | ||
3. | To Ratify the Appointment of PricewaterhouseCoopers | ||||
LLP As our Independent Registered Public Accounting | |||||
Firm. | Management | For | Voted - For | ||
4. | To Consider A Shareholder Proposal Regarding | ||||
Political Contributions Disclosure, If Properly | |||||
Presented at the Meeting. | Shareholder | Against | Voted - Against | ||
5. | To Consider A Shareholder Proposal Regarding A | ||||
Human Rights Impact Assessment, If Properly | |||||
Presented at the Meeting. | Shareholder | Against | Voted - Against | ||
6. | To Consider A Shareholder Proposal Regarding | ||||
Supplemental Pay Equity Disclosure, If Properly | |||||
Presented at the Meeting. | Shareholder | Against | Voted - Against | ||
7. | To Consider A Shareholder Proposal Regarding | ||||
Diversity and Inclusion Efforts Reporting, If | |||||
Properly Presented at the Meeting. | Shareholder | Against | Voted - Against | ||
PAYPAL HOLDINGS, INC. | |||||
Security ID: 70450Y103 | Ticker: PYPL | ||||
Meeting Date: 02-Jun-22 | Meeting Type: Annual | ||||
1a. | Election of Director: Rodney C. Adkins | Management | For | Voted - For | |
1b. | Election of Director: Jonathan Christodoro | Management | For | Voted - For | |
1c. | Election of Director: John J. Donahoe | Management | For | Voted - For | |
1d. | Election of Director: David W. Dorman | Management | For | Voted - For | |
1e. | Election of Director: Belinda J. Johnson | Management | For | Voted - For | |
1f. | Election of Director: Enrique Lores | Management | For | Voted - For | |
1g. | Election of Director: Gail J. Mcgovern | Management | For | Voted - For | |
1h. | Election of Director: Deborah M. Messemer | Management | For | Voted - For | |
1i. | Election of Director: David M. Moffett | Management | For | Voted - For | |
1j. | Election of Director: Ann M. Sarnoff | Management | For | Voted - For | |
1k. | Election of Director: Daniel H. Schulman | Management | For | Voted - For | |
1l. | Election of Director: Frank D. Yeary | Management | For | Voted - For | |
2. | Advisory Vote to Approve Named Executive Officer | ||||
Compensation. | Management | For | Voted - For | ||
3. | Advisory Vote on the Frequency of the Stockholder | ||||
Advisory Vote to Approve Named Executive Officer | |||||
Compensation. | Management | 1 Year | Voted - 1 Year | ||
4. | Ratification of the Appointment of | ||||
PricewaterhouseCoopers LLP As our Independent | |||||
Auditor for 2022. | Management | For | Voted - For |
29
RiverPark Long/Short Opportunity Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
5. | Stockholder Proposal - Special Shareholder Meeting | ||||
Improvement. | Shareholder | Against | Voted - Against | ||
PINTEREST, INC. | |||||
Security ID: 72352L106 | Ticker: PINS | ||||
Meeting Date: 26-May-22 | Meeting Type: Annual | ||||
1A. | Election of Class IIl Director to Hold Office Until | ||||
the 2025 Annual Meeting: Leslie J. Kilgore | Management | For | Voted - For | ||
1B. | Election of Class IIl Director to Hold Office Until | ||||
the 2025 Annual Meeting: Benjamin Silbermann | Management | For | Voted - For | ||
1C. | Election of Class IIl Director to Hold Office Until | ||||
the 2025 Annual Meeting: Salaam Coleman Smith | Management | For | Voted - For | ||
2. | Ratify the Audit Committee's Selection of Ernst & | ||||
Young LLP As the Company's Independent Registered | |||||
Public Accounting Firm for the Fiscal Year 2022 | Management | For | Voted - For | ||
3. | Approve, on an Advisory Non-binding Basis, the | ||||
Compensation of our Named Executive Officers | Management | For | Voted - For | ||
SERVICENOW, INC. | |||||
Security ID: 81762P102 | Ticker: NOW | ||||
Meeting Date: 09-Jun-22 | Meeting Type: Annual | ||||
1a. | Election of Director: Susan L. Bostrom | Management | For | Voted - For | |
1b. | Election of Director: Teresa Briggs | Management | For | Voted - For | |
1c. | Election of Director: Jonathan C. Chadwick | Management | For | Voted - For | |
1d. | Election of Director: Paul E. Chamberlain | Management | For | Voted - For | |
1e. | Election of Director: Lawrence J. Jackson, Jr. | Management | For | Voted - For | |
1f. | Election of Director: Frederic B. Luddy | Management | For | Voted - For | |
1g. | Election of Director: Jeffrey A. Miller | Management | For | Voted - For | |
1h. | Election of Director: Joseph "larry" Quinlan | Management | For | Voted - For | |
1i. | Election of Director: Sukumar Rathnam | Management | For | Voted - For | |
2. | To Approve, on an Advisory Basis, the Compensation | ||||
of our Named Executive Officers ("say-on-pay"). | Management | For | Voted - For | ||
3. | To Ratify PricewaterhouseCoopers LLP As the | ||||
Independent Registered Public Accounting Firm for | |||||
2022. | Management | For | Voted - For | ||
SHOPIFY INC. | |||||
Security ID: 82509L107 | Ticker: SHOP | ||||
Meeting Date: 07-Jun-22 | Meeting Type: Annual And Special | ||||
1A | Election of Director: Tobias Lütke | Management | For | Voted - For | |
1B | Election of Director: Robert Ashe | Management | For | Voted - For | |
1C | Election of Director: Gail Goodman | Management | For | Voted - For | |
1D | Election of Director: Colleen Johnston | Management | For | Voted - For | |
1E | Election of Director: Jeremy Levine | Management | For | Voted - For |
30
RiverPark Long/Short Opportunity Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
1F | Election of Director: John Phillips | Management | For | Voted - For | |
1G | Election of Director: Fidji Simo | Management | For | Voted - For | |
2 | Appointment of the Auditors Resolution Approving | ||||
the Re-appointment of PricewaterhouseCoopers LLP As | |||||
Auditors of Shopify Inc. and Authorizing the Board | |||||
of Directors to Fix Their Remuneration. | Management | For | Voted - For | ||
3 | Approval of Arrangement Special Resolution, the | ||||
Full Text of Which is Attached As Schedule A to the | |||||
Management Information Circular Dated April 11, | |||||
2022, to Approve, Pursuant to an Interim Order of | |||||
the Ontario Superior Court of Justice (commercial | |||||
List) Dated April 11, 2022, A Proposed Plan of | |||||
Arrangement Pursuant to Section 192 of the Canada | |||||
Business Corporations Act to Effect, Among Other | |||||
Things, Certain Updates to the Company's Governance | |||||
Structure, Including an Amendment to Shopify Inc.'s | |||||
Restated Articles of Incorporation to Provide for | |||||
the Creation of A New Class of Share, Designated As | |||||
the Founder Share, and the Issuance of Such Founder | |||||
Share to Shopify Inc.'s Founder and Chief Executive | |||||
Officer, Mr. Tobias Lütke. | Management | For | Voted - For | ||
4 | Approval of Share Split Special Resolution, the | ||||
Full Text of Which is Attached As Schedule B to the | |||||
Management Information Circular Dated April 11, | |||||
2022, to Approve an Amendment to Shopify Inc.'s | |||||
Restated Articles of Incorporation to Effect A | |||||
Ten-for-one Split of Its Class A Subordinate Voting | |||||
Shares and Class B Multiple Voting Shares. | Management | For | Voted - For | ||
5 | Advisory Vote on Executive Compensation Non-binding | ||||
Advisory Resolution That the Shareholders Accept | |||||
Shopify Inc.'s Approach to Executive Compensation | |||||
As Disclosed in the Management Information Circular | |||||
Dated April 11, 2022. | Management | For | Voted - For | ||
SNOWFLAKE INC. | |||||
Security ID: 833445109 | Ticker: SNOW | ||||
Meeting Date: 08-Jul-21 | Meeting Type: Annual | ||||
1A. | Election of Class I Director: Benoit Dageville | Management | For | Voted - For | |
1B. | Election of Class I Director: Mark S. Garrett | Management | For | Voted - For | |
1C. | Election of Class I Director: Jayshree V. Ullal | Management | For | Voted - For | |
2. | To Ratify the Selection of PricewaterhouseCoopers | ||||
LLP As our Independent Registered Public Accounting | |||||
Firm for the Fiscal Year Ending January 31, 2022. | Management | For | Voted - For | ||
SQUARE, INC. | |||||
Security ID: 852234103 | Ticker: SQ | ||||
Meeting Date: 03-Nov-21 | Meeting Type: Special | ||||
1. | Approve the Issuance of Shares of Class A Common | ||||
Stock of Square, Inc. ("square") (including Shares |
31
RiverPark Long/Short Opportunity Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
Underlying Chess Depositary Interests) to | |||||
Shareholders of Afterpay Limited ("afterpay") | |||||
Pursuant to A Scheme of Arrangement Between | |||||
Afterpay and Its Shareholders and A Deed Poll to be | |||||
Executed by Square and Lanai (au) 2 Pty Ltd | |||||
("square Sub"), As Contemplated by the Scheme | |||||
Implementation Deed, Dated As of August 2, 2021, | |||||
and As It May be Further Amended Or Supplemented, | |||||
by and Among Square, Square Sub, and Afterpay (the | |||||
"transaction Proposal"). | Management | For | Voted - For | ||
2. | Approve One Or More Adjournments of the Special | ||||
Meeting of Stockholders of Square, If Necessary Or | |||||
Appropriate and Consented to by Afterpay, Including | |||||
to Permit Further Solicitation of Proxies If There | |||||
are Insufficient Votes at the Time of the Special | |||||
Meeting of Stockholders to Approve the Transaction | |||||
Proposal. | Management | For | Voted - For | ||
TELADOC HEALTH, INC. | |||||
Security ID: 87918A105 | Ticker: TDOC | ||||
Meeting Date: 26-May-22 | Meeting Type: Annual | ||||
1A. | Election of Director for A Term of One Year: Karen | ||||
L. Daniel | Management | For | Voted - For | ||
1B. | Election of Director for A Term of One Year: Sandra | ||||
L. Fenwick | Management | For | Voted - For | ||
1C. | Election of Director for A Term of One Year: | ||||
William H. Frist, M.D. | Management | For | Voted - For | ||
1D. | Election of Director for A Term of One Year: Jason | ||||
Gorevic | Management | For | Voted - For | ||
1E. | Election of Director for A Term of One Year: | ||||
Catherine A. Jacobson | Management | For | Voted - For | ||
1F. | Election of Director for A Term of One Year: Thomas | ||||
G. Mckinley | Management | For | Voted - For | ||
1G. | Election of Director for A Term of One Year: | ||||
Kenneth H. Paulus | Management | For | Voted - For | ||
1H. | Election of Director for A Term of One Year: David | ||||
L. Shedlarz | Management | For | Voted - For | ||
1I. | Election of Director for A Term of One Year: Mark | ||||
Douglas Smith, M.D., Mba | Management | For | Voted - For | ||
1J. | Election of Director for A Term of One Year: David | ||||
B. Snow, Jr. | Management | For | Voted - For | ||
2. | Approve, on an Advisory Basis, the Compensation of | ||||
Teladoc Health's Named Executive Officers. | Management | For | Voted - For | ||
3. | Ratify the Appointment of Ernst & Young LLP As | ||||
Teladoc Health's Independent Registered Public | |||||
Accounting Firm for the Fiscal Year Ending December | |||||
31, 2022. | Management | For | Voted - For | ||
4. | Approve an Amendment to Teladoc Health's | ||||
Certificate of Incorporation to Permit Holders of | |||||
at Least 15% Net Long Ownership in Voting Power of | |||||
Teladoc Health's Outstanding Capital Stock to Call | |||||
Special Meetings. | Management | For | Voted - For |
32
RiverPark Long/Short Opportunity Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
THE WALT DISNEY COMPANY | |||||
Security ID: 254687106 | Ticker: DIS | ||||
Meeting Date: 09-Mar-22 | Meeting Type: Annual | ||||
1A. | Election of Director: Susan E. Arnold | Management | For | Voted - For | |
1B. | Election of Director: Mary T. Barra | Management | For | Voted - For | |
1C. | Election of Director: Safra A. Catz | Management | For | Voted - For | |
1D. | Election of Director: Amy L. Chang | Management | For | Voted - For | |
1E. | Election of Director: Robert A. Chapek | Management | For | Voted - For | |
1F. | Election of Director: Francis A. Desouza | Management | For | Voted - For | |
1G. | Election of Director: Michael B.g. Froman | Management | For | Voted - For | |
1H. | Election of Director: Maria Elena Lagomasino | Management | For | Voted - For | |
1I. | Election of Director: Calvin R. Mcdonald | Management | For | Voted - For | |
1J. | Election of Director: Mark G. Parker | Management | For | Voted - For | |
1K. | Election of Director: Derica W. Rice | Management | For | Voted - For | |
2. | Ratification of the Appointment of | ||||
PricewaterhouseCoopers LLP As the Company's | |||||
Independent Registered Public Accountants for | |||||
Fiscal 2022. | Management | For | Voted - For | ||
3. | Consideration of an Advisory Vote to Approve | ||||
Executive Compensation. | Management | For | Voted - For | ||
4. | Shareholder Proposal, If Properly Presented at the | ||||
Meeting, Requesting an Annual Report Disclosing | |||||
Information Regarding Lobbying Policies and | |||||
Activities. | Shareholder | Against | Voted - Against | ||
5. | Shareholder Proposal, If Properly Presented at the | ||||
Meeting, Requesting Amendment of the Company's | |||||
Governing Documents to Lower the Stock Ownership | |||||
Threshold to Call A Special Meeting of Shareholders. | Shareholder | Against | Voted - Against | ||
6. | Shareholder Proposal, If Properly Presented at the | ||||
Meeting, Requesting A Diligence Report Evaluating | |||||
Human Rights Impacts. | Shareholder | Against | Voted - Against | ||
7. | Shareholder Proposal, If Properly Presented at the | ||||
Meeting, Requesting A Report on Both Median and | |||||
Adjusted Pay Gaps Across Race and Gender. | Shareholder | Against | Voted - Against | ||
8. | Shareholder Proposal, If Properly Presented at the | ||||
Meeting, Requesting A Workplace Non- Discrimination | |||||
Audit and Report. | Shareholder | Against | Voted - Against | ||
TWILIO INC. | |||||
Security ID: 90138F102 | Ticker: TWLO | ||||
Meeting Date: 22-Jun-22 | Meeting Type: Annual | ||||
1.1 | Director: Donna L. Dubinsky | Management | For | Voted - For | |
1.2 | Director: Deval Patrick | Management | For | Voted - For | |
2. | Ratification of the Appointment of KPMG LLP As the | ||||
Company's Independent Registered Public Accounting | |||||
Firm for the Fiscal Year Ending December 31, 2022. | Management | For | Voted - For |
33
RiverPark Long/Short Opportunity Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
3. | Approval Of, on A Non-binding Advisory Basis, the | ||||
Compensation of the Company's Named Executive | |||||
Officers. | Management | For | Voted - For | ||
UBER TECHNOLOGIES, INC. | |||||
Security ID: 90353T100 | Ticker: UBER | ||||
Meeting Date: 09-May-22 | Meeting Type: Annual | ||||
1A. | Election of Director: Ronald Sugar | Management | For | Voted - For | |
1B. | Election of Director: Revathi Advaithi | Management | For | Voted - For | |
1C. | Election of Director: Ursula Burns | Management | For | Voted - For | |
1D. | Election of Director: Robert Eckert | Management | For | Voted - For | |
1E. | Election of Director: Amanda Ginsberg | Management | For | Voted - For | |
1F. | Election of Director: Dara Khosrowshahi | Management | For | Voted - For | |
1G. | Election of Director: Wan Ling Martello | Management | For | Voted - For | |
1H. | Election of Director: Yasir Al-rumayyan | Management | For | Voted - For | |
1I. | Election of Director: John Thain | Management | For | Voted - For | |
1J. | Election of Director: David Trujillo | Management | For | Voted - For | |
1K. | Election of Director: Alexander Wynaendts | Management | For | Voted - For | |
2. | Advisory Vote to Approve 2021 Named Executive | ||||
Officer Compensation. | Management | For | Voted - For | ||
3. | Ratification of the Appointment of | ||||
PricewaterhouseCoopers LLP As our Independent | |||||
Registered Public Accounting Firm for 2022. | Management | For | Voted - For | ||
4. | Stockholder Proposal to Prepare an Annual Report on | ||||
Lobbying Activities. | Shareholder | Against | Voted - Against | ||
VISA INC. | |||||
Security ID: 92826C839 | Ticker: V | ||||
Meeting Date: 25-Jan-22 | Meeting Type: Annual | ||||
1A. | Election of Director: Lloyd A. Carney | Management | For | Voted - For | |
1B. | Election of Director: Mary B. Cranston | Management | For | Voted - For | |
1C. | Election of Director: Francisco Javier | ||||
Fernández-carbajal | Management | For | Voted - For | ||
1D. | Election of Director: Alfred F. Kelly, Jr. | Management | For | Voted - For | |
1E. | Election of Director: Ramon Laguarta | Management | For | Voted - For | |
1F. | Election of Director: John F. Lundgren | Management | For | Voted - For | |
1G. | Election of Director: Robert W. Matschullat | Management | For | Voted - For | |
1H. | Election of Director: Denise M. Morrison | Management | For | Voted - For | |
1I. | Election of Director: Linda J. Rendle | Management | For | Voted - For | |
1J. | Election of Director: Maynard G. Webb, Jr. | Management | For | Voted - For | |
2. | To Approve, on an Advisory Basis, the Compensation | ||||
Paid to our Named Executive Officers. | Management | For | Voted - For | ||
3. | To Ratify the Appointment of KPMG LLP As our | ||||
Independent Registered Public Accounting Firm for | |||||
Fiscal Year 2022. | Management | For | Voted - For |
34
RiverPark Long/Short Opportunity Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | |
ZILLOW GROUP, INC. | ||||
Security ID: 98954M101 Ticker: ZG | ||||
Meeting Date: 14-Jun-22 | Meeting Type: Annual | |||
1.1 | Director: Richard N. Barton | Management | For | Voted - For |
1.2 | Director: Lloyd D. Frink | Management | For | Voted - For |
1.3 | Director: April Underwood | Management | For | Voted - For |
2. | Ratification of the Appointment of Deloitte & | |||
Touche LLP As Independent Registered Public | ||||
Accounting Firm for the Fiscal Year Ended December | ||||
31, 2022. | Management | For | Voted - For | |
35 |
RiverPark Short Term High Yield Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
890 5TH AVENUE PARTNERS, INC. | |||||
Security ID: 28250A105 | Ticker: ENFA | ||||
Meeting Date: 02-Dec-21 | Meeting Type: Special | ||||
1. | The Business Combination Proposal - to Adopt the | ||||
Agreement and Plan of Merger and Transactions | |||||
Contemplated Thereby. | Management | For | Voted - For | ||
2. | The Organizational Documents Proposal - to Approve | ||||
the Proposed Amended and Restated Certificate of | |||||
Incorporation and Bylaws. | Management | For | Voted - For | ||
3A. | Advisory Charter Amendment Proposal A - to Change | ||||
890's Name to "buzzfeed, Inc.". | Management | For | Voted - For | ||
3B. | Advisory Charter Amendment Proposal B - to Increase | ||||
the Total Number of Authorized Shares of All | |||||
Classes of Capital Stock. | Management | For | Voted - For | ||
3C. | Advisory Charter Amendment Proposal C - to | ||||
Eliminate Certain Provisions Specific to 890's | |||||
Status As A Blank Check Company. | Management | For | Voted - For | ||
3D. | Advisory Charter Amendment Proposal D - to Create A | ||||
Classified Board with Three Classes, Each Serving | |||||
for A Three-year Term. | Management | For | Voted - For | ||
3E. | Advisory Charter Amendment Proposal E - to | ||||
Eliminate the Rights and Privileges of Class F | |||||
Common Stock. | Management | For | Voted - For | ||
3F. | Advisory Charter Amendment Proposal F - to Create A | ||||
Class B Common Stock with Different Super-voting | |||||
Rights. | Management | For | Voted - For | ||
3G. | To Create A Class C Common Stock with No Voting | ||||
Rights. | Management | For | Voted - For | ||
3H. | Advisory Charter Amendment Proposal H - to | ||||
Eliminate the Ability of Stockholders to Act by | |||||
Written Consent. | Management | For | Voted - For | ||
3I. | Advisory Charter Amendment Proposal I - to Remove | ||||
the Provision Renouncing the Corporate Opportunity | |||||
Doctrine. | Management | For | Voted - For | ||
3J. | Advisory Charter Amendment Proposal J - to Require | ||||
A Supermajority Vote to Remove Directors for Cause. | Management | For | Voted - For | ||
3K. | Advisory Charter Amendment Proposal K - to Increase | ||||
Voting Thresholds to Two-thirds of Outstanding | |||||
Shares for Amendments to the Bylaws and Certain | |||||
Provisions of the Certificate of Incorporation. | Management | For | Voted - For | ||
3L. | Advisory Charter Amendment Proposal L - to Require | ||||
at Least 75% of Voting Power of Class A and Class B | |||||
Common Stock to Amend Certain Provisions of the | |||||
Proposed Certificate of Incorporation. | Management | For | Voted - For | ||
4. | The Stock Issuance Proposal - to Approve the | ||||
Issuance of Shares Pursuant to the Merger | |||||
Agreement, C Acquisition Purchase Agreement, and | |||||
Note Subscription Agreements. | Management | For | Voted - For | ||
5A. | Election of Class I Nominee A Term That Expires at | ||||
New Buzzfeed's 2022 Annual Meeting of Stockholders: | |||||
Angela Acharia | Management | For | Voted - For |
36
RiverPark Short Term High Yield Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
5B. | Election of Class I Nominee A Term That Expires at | ||||
New Buzzfeed's 2022 Annual Meeting of Stockholders: | |||||
Jonah Peretti | Management | For | Voted - For | ||
5C. | Election of Class II Nominee A Term That Expires at | ||||
New Buzzfeed's 2023 Annual Meeting of Stockholders: | |||||
Joan Amble | Management | For | Voted - For | ||
5D. | Election of Class II Nominee A Term That Expires at | ||||
New Buzzfeed's 2023 Annual Meeting of Stockholders: | |||||
Adam Rothstein | Management | For | Voted - For | ||
5E. | Election of Class II Nominee A Term That Expires at | ||||
New Buzzfeed's 2023 Annual Meeting of Stockholders: | |||||
Janet Rollé | Management | For | Voted - For | ||
5F. | Election of Class III Nominee A Term That Expires | ||||
at New Buzzfeed's 2024 Annual Meeting of | |||||
Stockholders: Greg Coleman | Management | For | Voted - For | ||
5G. | Election of Class III Nominee A Term That Expires | ||||
at New Buzzfeed's 2024 Annual Meeting of | |||||
Stockholders: Patrick Kerins | Management | For | Voted - For | ||
6. | The Incentive Plan Proposal - to Approve the 2021 | ||||
Equity Incentive Plan. | Management | For | Voted - For | ||
7. | The Employee Stock Purchase Plan Proposal - to | ||||
Approve the 2021 Employee Stock Purchase Plan. | Management | For | Voted - For | ||
8. | The Adjournment Proposal - to Approve the | ||||
Adjournment of the Special Meeting to A Later Date, | |||||
If Necessary. | Management | For | Voted - For | ||
ACE CONVERGENCE ACQUISITION CORP. | |||||
Security ID: G0083D120 Ticker: ACEV | |||||
Meeting Date: 21-Jan-22 | Meeting Type: Annual | ||||
1.1 | Re-election of Director to Serve Until the 2022 | ||||
Annual General Meeting: Behrooz Abdi | Management | For | Voted - For | ||
1.2 | Re-election of Director to Serve Until the 2022 | ||||
Annual General Meeting: Denis Tse | Management | For | Voted - For | ||
1.3 | Re-election of Director to Serve Until the 2022 | ||||
Annual General Meeting: Kenneth Klein | Management | For | Voted - For | ||
1.4 | Re-election of Director to Serve Until the 2022 | ||||
Annual General Meeting: Omid Tahernia | Management | For | Voted - For | ||
1.5 | Re-election of Director to Serve Until the 2022 | ||||
Annual General Meeting: Ryan Benton | Management | For | Voted - For | ||
1.6 | Re-election of Director to Serve Until the 2022 | ||||
Annual General Meeting: Raquel Chmielewski | Management | For | Voted - For | ||
2. | Ratification of Selection of Independent Registered | ||||
Public Accounting Firm - Ratify the Selection by | |||||
our Audit Committee of Withumsmith+brown, Pc As the | |||||
Company's Independent Registered Public Accounting | |||||
Firm for the Company's Fiscal Year Ending December | �� | ||||
31, 2022. | Management | For | Voted - For | ||
3. | Charter Extension - Amend the Company's Amended and | ||||
Restated Memorandum and Articles of Association | |||||
(the "charter") Pursuant to an Amendment to the | |||||
Charter in the Form Set Forth in Annex A of the |
37
RiverPark Short Term High Yield Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
Accompanying Proxy Statement to Extend the Date by | |||||
Which the Company Must (1) Consummate A Merger, | |||||
Amalgamation, Share Exchange, Asset Acquisition, | |||||
Share Purchase, Reorganization Or Similar Business | |||||
Combination, (2) Cease Its Operations Except for | |||||
the Purpose of Winding Up and (3) Redeem All of the | |||||
Class A Ordinary Shares. | Management | For | Voted - For | ||
4. | Trust Extension - Amend the Investment Management | ||||
Trust Agreement, Dated As of July 27, 2020 (the | |||||
"trust Agreement"), by and Between the Company and | |||||
Continental Stock Transfer & Trust Company, A New | |||||
York Corporation, As Trustee ("continental"), | |||||
Pursuant to an Amendment to the Trust Agreement in | |||||
the Form Set Forth in Annex B of the Accompanying | |||||
Proxy Statement, to Extend the Date on Which | |||||
Continental Must Liquidate the Trust Account | |||||
Established in Connection with the Company's | |||||
Initial Public Offering. | Management | For | Voted - For | ||
5. | Adjournment Proposal - Approve the Adjournment of | ||||
the Annual General Meeting to A Later Date Or | |||||
Dates, If Necessary, to Permit Further Solicitation | |||||
and Vote of Proxies in the Event That There are | |||||
Insufficient Votes For, Or Otherwise in Connection | |||||
With, the Approval of Proposal 1, Proposal 2, | |||||
Proposal 3 Or Proposal 4, Which Will Only be | |||||
Presented at the Annual General Meeting If, Based | |||||
on the Tabulated Votes, There are Not Sufficient | |||||
Votes at the Time of the Annual General Meeting. | Management | For | Voted - For | ||
ACKRELL SPAC PARTNERS I CO. | |||||
Security ID: 00461L303 | Ticker: ACKIT | ||||
Meeting Date: 21-Jun-22 | Meeting Type: Special | ||||
1) | The Extension Amendment Proposal - to Amend the | ||||
Amended and Restated Certificate of Incorporation | |||||
of Ackrell Spac Partners I Co. ("ackrell") to | |||||
Extend the Date by Which Ackrell Has to Consummate | |||||
A Business Combination from June 23, 2022 to | |||||
September 23, 2022, Or Such Earlier Date As the | |||||
Board of Directors May Determine. | Management | For | Voted - For | ||
2) | The Adjournment Proposal - to Adjourn the Special | ||||
Meeting of Ackrell Stockholders to A Later Date Or | |||||
Dates, If Necessary, to Permit Further Solicitation | |||||
and Vote of Proxies If, Based Upon the Tabulated | |||||
Vote at the Time of the Special Meeting, There are | |||||
Not Sufficient Votes to Approve the Extension | |||||
Amendment Proposal. | Management | For | Voted - For |
38
RiverPark Short Term High Yield Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
ACON S2 ACQUISITION CORPORATION | |||||
Security ID: G00748106 | Ticker: STWO | ||||
Meeting Date: 05-Oct-21 | Meeting Type: Special | ||||
1. | The Domestication Proposal - to Approve by Special | ||||
Resolution Stwo's Transfer by Way of Continuation | |||||
to Delaware Pursuant to Article 190 of Stwo's | |||||
Amended and Restated Memorandum and Articles of | |||||
Association (the "existing Governing Documents") | |||||
and Section 388 of the General Corporation Law of | |||||
the State of Delaware And, Immediately Upon Being | |||||
De-registered in the Cayman Islands, Stwo's | |||||
Continuation and Domestication As A Corporation | |||||
Under the Laws of the State of Delaware. | Management | For | Voted - For | ||
2. | The Business Combination Proposal - to Approve by | ||||
Ordinary Resolution Stwo's Entry Into the Agreement | |||||
and Plan of Merger, Dated As of May 6, 2021 (as May | |||||
be Amended, Supplemented Or Otherwise Modified from | |||||
Time to Time, the "merger Agreement"), by and Among | |||||
Stwo, Scharge Merger Sub, Inc., A Delaware | |||||
Corporation and A Wholly-owned Direct Subsidiary of | |||||
Stwo ("merger Sub"), and Ess Tech, Inc., A Delaware | |||||
Corporation ("ess"). | Management | For | Voted - For | ||
3A. | To Approve on A Non-binding Advisory Basis A | ||||
Proposal to Increase Authorized Share Capital of | |||||
Stwo from (i) 500,000,000 Stwo Class A Ordinary | |||||
Shares, Par Value $0.0001 Per Share, 50,000,000 | |||||
Stwo Class B Ordinary Shares, Par Value $0.0001 Per | |||||
Share, and 5,000,000 Preference Shares, Par Value | |||||
$0.0001 Per Share, to (ii) 2,000,000,000 Shares of | |||||
New Ess Common Stock, Par Value $0.0001 Per Share, | |||||
and 200,000,000 Shares of New Ess Preferred Stock, | |||||
Par Value $0.0001 Per Share. | Management | For | Voted - For | ||
3B. | To Approve on A Non-binding Advisory Basis A | ||||
Proposal to Authorize the New Ess Board to Issue | |||||
Any Or All Shares of New Ess Preferred Stock in One | |||||
Or More Classes Or Series, with Such Terms and | |||||
Conditions As May be Expressly Determined by the | |||||
New Ess Board and As May be Permitted by the | |||||
Delaware General Corporation Law. | Management | For | Voted - For | ||
3C. | To Approve on A Non-binding Advisory Basis A | ||||
Proposal to Provide That the Federal District | |||||
Courts of the United States of America Will be the | |||||
Exclusive Forum for Resolving Any Complaint | |||||
Asserting A Cause of Action Arising Under the | |||||
Securities Act of 1933, As Amended, Unless New Ess | |||||
Consents in Writing to the Selection of an | |||||
Alternative Forum. | Management | For | Voted - For | ||
3D. | To Approve on A Non-binding Advisory Basis A | ||||
Proposal to Remove Provisions in Stwo's Current | |||||
Existing Governing Documents Related to our Status | |||||
As A Blank Check Company That Will No Longer Apply | |||||
Upon the Consummation of the Business Combination. | Management | For | Voted - For |
39
RiverPark Short Term High Yield Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
4. | The Election of Directors Proposal - to Approve by | ||||
Ordinary Resolution That Nine (9) Directors be | |||||
Elected to Serve on the New Ess Board. | Management | For | Voted - For | ||
5. | The Equity Incentive Plan Proposal - to Approve by | ||||
Ordinary Resolution the Adoption of the Ess Tech, | |||||
Inc. 2021 Equity Incentive Plan, A Copy of Which is | |||||
Attached to the Proxy | |||||
Statement/prospectus/information Statement As Annex | |||||
D. | Management | For | Voted - For | ||
6. | The Nasdaq Proposal - to Approve by As an Ordinary | ||||
Resolution, That for the Purposes of Complying with | |||||
the Applicable Provisions of the Nasdaq, the | |||||
Issuance of Shares of New Ess Common Stock in | |||||
Connection with the Business Combination. | Management | For | Voted - For | ||
7. | The Employee Stock Purchase Plan Proposal - to | ||||
Approve by Ordinary Resolution the Adoption of the | |||||
Ess Tech, Inc. 2021 Employee Stock Purchase Plan | |||||
Established to be Effective Upon Closing. | Management | For | Voted - For | ||
8. | The Adjournment Proposal - to Approve by Ordinary | ||||
Resolution the Adjournment of the Extraordinary | |||||
General Meeting to A Later Date Or Dates (a) to the | |||||
Extent Necessary to Ensure That Any Required | |||||
Supplement Or Amendment to the Proxy | |||||
Statement/prospectus/information Statement is | |||||
Provided to Stwo Shareholders, (b) in Order to | |||||
Solicit Additional Proxies from Stwo Shareholders | |||||
in Favor of One Or More of the Proposals at the | |||||
Extraordinary General Meeting Or (c) If Stwo | |||||
Shareholders (due to Space Limits, See Proxy | |||||
Statement for Full Proposal). | Management | For | Voted - For | ||
ALKURI GLOBAL ACQUISITION CORP. | |||||
Security ID: 66981N103 | Ticker: KURI | ||||
Meeting Date: 20-Oct-21 | Meeting Type: Special | ||||
1. | The Business Combination Proposal - to Consider and | ||||
Vote Upon A Proposal to Approve and Adopt the | |||||
Merger Agreement, by and Among Alkuri, Babylon | |||||
Holdings Limited, Liberty Usa Merger Sub, Inc., | |||||
And, Solely for Purposes of Section 1.08 of the | |||||
Merger Agreement, Each of Alkuri Sponsors Llc and | |||||
Dr. Ali Parsadoust, Pursuant to Which, Among Other | |||||
Things, Merger Sub Will Merger with and Into | |||||
Alkuri, with Alkuri Continuing As the Surviving | |||||
Corporation and A Wholly Owned Subsidiary of | |||||
Babylon (the "business Combination"). | Management | For | Voted - For | ||
2. | The Equity Plans Proposal - to Consider and Vote | ||||
Upon A Proposal to Approve the Babylon 2021 Equity | |||||
Incentive Plan. | Management | For | Voted - For | ||
3. | The Adjournment Proposal - to Consider and Vote | ||||
Upon A Proposal to Adjourn the Special Meeting to A | |||||
Later Date Or Dates, If Necessary, If the Parties | |||||
are Not Able to Consummate the Business Combination. | Management | For | Voted - For | ||
40 |
RiverPark Short Term High Yield Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
ALTIMAR ACQUISITION CORP. II | |||||
Security ID: G03709105 | Ticker: ATMR | ||||
Meeting Date: 21-Dec-21 | Meeting Type: Special | ||||
1. | The Business Combination Proposal - Resolved, As an | ||||
Ordinary Resolution, That Altimar II's Entry Into | |||||
the Business Combination Agreement, Dated As of | |||||
July 15, 2021, and As Subsequently Amended on | |||||
November 16, 2021, by and Among Altimar II, Fathom | |||||
Holdco, Llc and the Other Parties Thereto (in the | |||||
Form Attached to the Proxy Statement/prospectus As | |||||
Annex C), and the Transactions Contemplated by the | |||||
Business Combination Agreement (the "business | |||||
Combination") be Confirmed, Ratified and Approved | |||||
in All Respects. | Management | For | Voted - For | ||
2. | The Domestication Proposal - Resolved, As A Special | ||||
Resolution, That Altimar II be De- Registered in | |||||
the Cayman Islands Pursuant to Article 49 of the | |||||
Amended and Restated Memorandum and Articles of | |||||
Association of Altimar II (annexed to the | |||||
Prospectus/proxy Statement As Annex K, the | |||||
"existing Organizational Documents") and be | |||||
Registered by Way of Continuation As A Corporation | |||||
in the State of Delaware and Conditional Upon, and | |||||
with Effect From, the Registration of (due to | |||||
Space Limits, See Proxy Statement for Full | |||||
Proposal). | Management | For | Voted - For | ||
3. | The Organizational Documents Proposal - Resolved, | ||||
As A Special Resolution, That the Existing | |||||
Organizational Documents be Amended and Restated by | |||||
Their Deletion and Replacement in Their Entirety | |||||
with the Certificate of Incorporation (the | |||||
"proposed Charter") and Bylaws of Fathom (annexed | |||||
to the Prospectus/proxy Statement As Annex A and | |||||
Annex B, Respectively), Which be Approved and | |||||
Adopted As the Certificate of Incorporation and | |||||
Bylaws, Respectively, of Fathom, Effective Upon the | |||||
Effectiveness of the Domestication. | Management | For | Voted - For | ||
4A. | Advisory Charter Proposal 4a - Resolved, As A | ||||
Special Resolution, on A Non-binding Advisory | |||||
Basis, to Decrease the Authorized Share Capital | |||||
from 555,000,000 Shares Divided Into 500,000,000 | |||||
Class A Ordinary Shares, Par Value $0.0001 Per | |||||
Share, 50,000,000 Class B Ordinary Shares, Par | |||||
Value $0.0001 Per Share, and 5,000,000 Preferred | |||||
Shares, Par Value $0.0001 Per Share, to Authorized | |||||
Capital Stock of 500,000,000 Shares, Consisting of | |||||
(i) 300,000,000 Shares of Class A Common Stock, | |||||
(due to Space Limits, See Proxy Statement for | |||||
Full Proposal). | Management | For | Voted - For | ||
4B. | Advisory Charter Proposal 4b - Resolved, As A | ||||
Special Resolution, on A Non-binding Advisory | |||||
Basis, to Provide That the Proposed Charter May be | |||||
Amended, Altered Or Repealed, Or Any Provision of | |||||
41 |
RiverPark Short Term High Yield Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | |
the Proposed Charter Inconsistent Therewith May be | ||||
Adopted, by (i) in the Case of Articles 5, 6, 7, 10 | ||||
and 11 of the Proposed Charter, the Affirmative | ||||
Vote of the Holders of at Least Sixty- Six and | ||||
Two-thirds Percent (66 2/3%) of All the Then | ||||
Outstanding Shares of Stock Entitled to Vote, | ||||
Voting Together As (due to Space Limits, See | ||||
Proxy Statement for Full Proposal). | Management | For | Voted - For | |
4C. | Advisory Charter Proposal 4c - Resolved, As A | |||
Special Resolution, on A Non-binding Advisory | ||||
Basis, to Provide for (i) the Election of Directors | ||||
by A Plurality of the Votes Cast in Respect of the | ||||
Shares Present in Person Or Represented by Proxy at | ||||
the Meeting and Entitled to Vote on the Election of | ||||
Directors Or, in the Event That Holders of Any | ||||
Class Or Series of Capital Stock are Entitled to | ||||
Elect One Or More Directors, A Plurality of the | ||||
Votes Cast by Such Holders, (ii) the Filling of | ||||
(due to Space Limits, See Proxy Statement for | ||||
Full Proposal). | Management | For | Voted - For | |
4D. | Advisory Charter Proposal 4d - Resolved, As A | |||
Special Resolution, on A Non-binding Advisory | ||||
Basis, to Elect Not to be Governed by Section 203 | ||||
of the General Corporation Law of the State of | ||||
Delaware. | Management | For | Voted - For | |
4E. | Advisory Charter Proposal 4e - Resolved, As A | |||
Special Resolution, on A Non-binding Advisory | ||||
Basis, That the Court of Chancery of the State of | ||||
Delaware Or, If Such Court Does Not Have Subject | ||||
Matter Jurisdiction Thereof, Another State Or | ||||
Federal Court Located Within the State of Delaware, | ||||
Shall be the Exclusive Forum for Certain Actions | ||||
and Claims. | Management | For | Voted - For | |
4F. | Advisory Charter Proposal 4f - Resolved, As A | |||
Special Resolution, on A Non-binding Advisory | ||||
Basis, That Each Holder of Record of Class A Common | ||||
Stock, Class B Common Stock and Class C Common | ||||
Stock (solely Prior to the Automatic Conversion | ||||
Thereof to Shares of Class A Common Stock As A | ||||
Result of the Business Combination) Shall be | ||||
Entitled to One Vote Per Share on All Matters Which | ||||
Stockholders Generally are Entitled to Vote. | Management | For | Voted - For | |
4G. | Advisory Charter Proposal 4g - Resolved, As A | |||
Special Resolution, on A Non-binding Advisory | ||||
Basis, That Subject to the Rights of the Holders of | ||||
Preferred Stock and to the Other Provisions of | ||||
Applicable Law and the Proposed Charter, the | ||||
Holders of Shares of Class A Common Stock And, | ||||
Solely Prior to the Automatic Conversion Thereof | ||||
Upon and As A Result of the Business Combination, | ||||
Holders of Class C Common Stock, in Each Case Shall | ||||
be Entitled to Receive Ratably in Proportion to the | ||||
(due to Space Limits, See Proxy Statement for | ||||
Full Proposal). | Management | For | Voted - For | |
4H. | Advisory Charter Proposal 4h - Resolved, As A | |||
Special Resolution, on A Non-binding Advisory |
42
RiverPark Short Term High Yield Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
Basis, to Eliminate Various Provisions in the | |||||
Existing Organizational Documents Applicable Only | |||||
to Blank Check Companies, Including the Provisions | |||||
Requiring That Altimar II Have Net Tangible Assets | |||||
of at Least $5,000,001 Immediately Prior To, Or | |||||
Upon Such Consummation Of, A Business Combination. | Management | For | Voted - For | ||
5. | The Stock Issuance Proposal - Resolved, As an | ||||
Ordinary Resolution, That, for the Purposes of | |||||
Complying with the Applicable New York Stock | |||||
Exchange ("nyse") Listing Rules, the Issuance of | |||||
Shares of Class A Common Stock of Fathom to the | |||||
Pipe Investors Pursuant to the Pipe Subscription | |||||
Agreements (as Defined in the Proxy | |||||
Statement/prospectus) be Confirmed, Ratified and | |||||
Approved in All Respects. | Management | For | Voted - For | ||
6. | The Business Combination Issuance Proposal - | ||||
Resolved, As an Ordinary Resolution, That, for the | |||||
Purposes of Complying with the Applicable Listing | |||||
Rules of the Nyse (including Any Rules Applicable | |||||
to A "change of Control"), the Issuance of Shares | |||||
of Class A Common Stock, Class B Common Stock and | |||||
Class C Common Stock (i) Pursuant to the Terms of | |||||
the Business Combination Agreement, (ii) Upon the | |||||
Exchange of New Fathom Units Pursuant to the Fathom | |||||
Operating Agreement (annexed to the Proxy (due | |||||
to Space Limits, See Proxy Statement for Full | |||||
Proposal). | Management | For | Voted - For | ||
7. | The Equity Incentive Plan Proposal - Resolved, As | ||||
an Ordinary Resolution, That the Fathom 2021 | |||||
Omnibus Plan (annexed to the Proxy | |||||
Statement/prospectus As Annex H) be Approved and | |||||
Adopted in All Respects. | Management | For | Voted - For | ||
8. | The Espp Proposal - Resolved, As an Ordinary | ||||
Resolution, That the Fathom 2021 Employee Stock | |||||
Purchase Plan (annexed to the Proxy | |||||
Statement/prospectus As Annex I) be Approved and | |||||
Adopted in All Respects. | Management | For | Voted - For | ||
9. | The Adjournment Proposal - Resolved, As an Ordinary | ||||
Resolution, That the Adjournment of the Egm to A | |||||
Later Date Or Dates to be Determined by the | |||||
Chairman of the Egm, If Necessary, to Permit | |||||
Further Solicitation and Vote of Proxies be | |||||
Confirmed, Ratified and Approved in All Respects. | Management | For | Voted - For | ||
APOLLO STRATEGIC GROWTH CAPITAL | |||||
Security ID: G0411R106 Ticker: APSG | |||||
Meeting Date: 25-May-22 | Meeting Type: Special | ||||
1. | The Domestication Proposal - to Consider and Vote | ||||
Upon A Proposal to Approve by Special Resolution | |||||
Under Cayman Islands Law, Assuming the Business | |||||
Combination Proposal is Approved and Adopted, the | |||||
Change of Apsg's Jurisdiction of Incorporation from | |||||
the Cayman Islands to the State of Delaware by |
43
RiverPark Short Term High Yield Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | |
Deregistering As an Exempted Company in the Cayman | ||||
Islands and Continuing and Domesticating As A | ||||
Corporation Incorporated Under the Laws of the | ||||
State of Delaware (the "domestication" and Such | ||||
Proposal, the "domestication Proposal"). | Management | For | Voted - For | |
2. | The Amendment Proposal - to Consider and Vote Upon | |||
A Proposal to Approve by Special Resolution Under | ||||
Cayman Islands Law, Assuming the Business | ||||
Combination Proposal and the Domestication Proposal | ||||
are Approved and Adopted, the Acquiror Delaware | ||||
Certificate, Which, If Approved, Would Take Effect | ||||
Substantially Concurrently with the Closing; 2a | ||||
Through 2k - the Unbundling Precatory Proposals - | ||||
to Approve, on A Non- Binding Advisory Basis, | ||||
Certain Governance Provisions in the Acquiror | ||||
Delaware Certificate, (due to Space Limits, See | ||||
Proxy Material for Full Proposal). | Management | For | Voted - For | |
2a. | To Increase the Authorized Share Capital from | |||
361,000,000 Shares Consisting of 300,000,000 | ||||
Acquiror Class A Ordinary Shares, 60,000,000 | ||||
Acquiror Class B Ordinary Shares, and 1,000,000 | ||||
Undesignated Preferred Shares, Par Value $0.00005 | ||||
Per Share, to Authorized Capital Stock of Shares, | ||||
Consisting of (i) 3,000,000,000 Shares of | ||||
Domesticated Acquiror Class A Common Stock, (ii) | ||||
3,000,000,000 Shares of Domesticated Acquiror Class | ||||
B Common Stock, (iii) 20,420,250 Shares of | ||||
Domesticated Acquiror (due to Space Limits, See | ||||
Proxy Material for Full Proposal). | Management | For | Voted - For | |
2b. | To Provide That the Acquiror Delaware Certificate | |||
May be Amended, Altered Or Repealed by the | ||||
Affirmative Vote of the Holders of at Least 66 2/3% | ||||
of All the Then Outstanding Shares of Stock | ||||
Entitled to Vote, Voting Together As A Single Class | ||||
in Addition to Any Other Vote Required by the | ||||
Acquiror Delaware Certificate Or Otherwise Required | ||||
by Law. | Management | For | Voted - For | |
2c. | To Provide That (i) Each Holder of Record of | |||
Domesticated Acquiror Class A Common Stock, | ||||
Domesticated Acquiror Class B Common Stock and | ||||
Domesticated Acquiror Class X Common Stock (solely | ||||
Prior to the Automatic Conversion Thereof to Shares | ||||
of Domesticated Acquiror Class A Common Stock Upon | ||||
the Closing) Will be Entitled to Vote on the | ||||
Election Or Removal of Directors, Voting Together | ||||
As A Single Class, (ii) Any Vacancy on the Board of | ||||
Directors Shall be Filled by the Affirmative | ||||
(due to Space Limits, See Proxy Material for | ||||
Full Proposal). | Management | For | Voted - For | |
2d. | To Elect Not to be Governed by Section 203 of the | |||
Dgcl. | Management | For | Voted - For | |
2e. | To Provide That the Court of Chancery of the State | |||
of Delaware Or, If Such Court Does Not Have Subject | ||||
Matter Jurisdiction, Another State Or Federal Court | ||||
Located Within the State of Delaware, Shall be the | ||||
Exclusive Forum for Certain Actions and Claims. | Management | For | Voted - For | |
44 |
RiverPark Short Term High Yield Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | |
2f. | To Provide That Each Holder of Record of | |||
Domesticated Acquiror Class A Common Stock, | ||||
Domesticated Acquiror Class B Common Stock and | ||||
Domesticated Acquiror Class X Common Stock (solely | ||||
Prior to the Automatic Conversion Thereof to Shares | ||||
of Domesticated Acquiror Class A Common Stock Upon | ||||
the Closing) be Entitled to One Vote Per Share on | ||||
All Matters Which Stockholders Generally are | ||||
Entitled to Vote. | Management | For | Voted - For | |
2g. | To Provide That Subject to Applicable Law and the | |||
Rights of Any Holders of Outstanding Preferred | ||||
Stock, (i) Each Holder of Domesticated Acquiror | ||||
Class A Common Stock, Domesticated Acquiror Class X | ||||
Common Stock (solely Prior to the Automatic | ||||
Conversion Thereof to Shares of Domesticated | ||||
Acquiror Class A Common Stock Upon the Closing) and | ||||
Class A-1 Preferred Stock Shall be Entitled to | ||||
Receive, Ratably with the Other Participating | ||||
Shares, Such Dividends and Other Distributions As | ||||
(due to Space Limits, See Proxy Material for | ||||
Full Proposal). | Management | For | Voted - For | |
2h. | To Eliminate Various Provisions in the Existing | |||
Organizational Documents Applicable Only to Blank | ||||
Check Companies, Including the Provisions Requiring | ||||
That Apsg Have Net Tangible Assets of at Least | ||||
$5,000,001 Immediately Prior To, Or Upon Such | ||||
Consummation Of, A Business Combination. | Management | For | Voted - For | |
2i. | To Restrict Holders of Domesticated Acquiror Class | |||
B Common Stock from Transferring Their Shares of | ||||
Domesticated Acquiror Class B Common Stock Unless | ||||
Such Holder Also Transfers an Equal Number of Opco | ||||
B Ordinary Shares in Accordance with the Gbt | ||||
Amended & Restated M&a. | Management | For | Voted - For | |
2j. | To Allow Pubco, Subject to the Terms of the | |||
Business Combination Agreement, the Acquiror | ||||
Delaware Certificate and the Acquiror Delaware | ||||
Bylaws, to Take All Such Actions As are | ||||
Contemplated by the Business Combination Agreement | ||||
to Cause the Issuance of Its Equity Securities As | ||||
Called for by the Egencia Equity Contribution | ||||
Agreement and in Accordance with the Acquiror | ||||
Delaware Certificate, Including Any Issuances, | ||||
Redemptions and Cancellations And/or Adjustments | ||||
for No Consideration. | Management | For | Voted - For | |
2k. | To Require Pubco to Issue, Reserve for Issuance, | |||
Cancel And/or Redeem Certain of Its Equity | ||||
Securities in Accordance with the Terms of the | ||||
Exchange Agreement. | Management | For | Voted - For | |
3. | The Business Combination Proposal - to Consider and | |||
Vote Upon A Proposal to Approve by Ordinary | ||||
Resolution Under Cayman Islands Law and Adopt, | ||||
Assuming the Domestication Proposal and Amendment | ||||
Proposal are Approved, the Business Combination | ||||
Agreement (as Amended from Time to Time, the | ||||
"business Combination Agreement"), Dated As of | ||||
December 2, 2021, by and Between Apsg and Gbt |
45
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Proposal | Proposed by | Mgt. Position | Registrant Voted | |
Jersey Co Limited, A Company Limited by Shares | ||||
Incorporated Under the Laws of Jersey ("gbt"), and | ||||
the (due to Space Limits, See Proxy Material for | ||||
Full Proposal). | Management | For | Voted - For | |
4. | The Issuance Proposal - to Consider and Vote Upon A | |||
Proposal to Approve by Ordinary Resolution Under | ||||
Cayman Islands Law, Assuming the Domestication | ||||
Proposal, the Amendment Proposal and the Business | ||||
Combination Proposal are Approved and Adopted, for | ||||
the Purposes of Complying with the Applicable | ||||
Listing Rules of the New York Stock Exchange, the | ||||
Issuance of Domesticated Acquiror Class A Common | ||||
Stock to the Pipe Investors (as Defined Below) | ||||
Pursuant to the Pipe Subscription Agreements (as | ||||
Defined Below) (the "issuance Proposal"). | Management | For | Voted - For | |
5. | The Equity Incentive Plan Proposal - to Consider | |||
and Vote Upon A Proposal to Approve by Ordinary | ||||
Resolution Under Cayman Islands Law, Assuming the | ||||
Domestication Proposal, the Amendment Proposal, the | ||||
Business Combination Proposal and the Issuance | ||||
Proposal are Approved and Adopted, the Global | ||||
Business Travel Group, Inc. 2022 Equity Incentive | ||||
Plan, A Copy of Which is Attached to the Enclosed | ||||
Proxy Statement/ Prospectus As Annex E (the "equity | ||||
Incentive Plan Proposal"). | Management | For | Voted - For | |
6. | The Espp Proposal - to Consider and Vote Upon A | |||
Proposal to Approve by Ordinary Resolution Under | ||||
Cayman Islands Law, Assuming the Domestication | ||||
Proposal, the Amendment Proposal, the Business | ||||
Combination Proposal, the Issuance Proposal, and | ||||
the Equity Incentive Plan Proposal are Approved and | ||||
Adopted, the Global Business Travel Group, Inc. | ||||
Employee Stock Purchase Plan (the "espp"), A Copy | ||||
of Which is Attached to the Enclosed Proxy | ||||
Statement/prospectus As Annex F (the "espp | ||||
Proposal" And, (due to Space Limits, See Proxy | ||||
Material for Full Proposal). | Management | For | Voted - For | |
7. | The Adjournment Proposal - If Put to the Meeting, | |||
to Consider and Vote Upon A Proposal to Approve by | ||||
Ordinary Resolution Under Cayman Islands Law the | ||||
Adjournment of the Special Meeting to A Later Date | ||||
Or Dates, If Necessary, to Permit Further | ||||
Solicitation and Vote of Proxies If, Based Upon the | ||||
Proxies Held at the Time of the Special Meeting, | ||||
Any of the Condition Precedent Proposals Would Not | ||||
be Duly Approved and Adopted by our Shareholders Or | ||||
We Determine That One Or More of the Closing | ||||
(due to Space Limits, See Proxy Material for | ||||
Full Proposal). | Management | For | Voted - For |
46
RiverPark Short Term High Yield Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
ASCENDANT DIGITAL ACQUISITION CORP. | |||||
Security ID: G05155109 | Ticker: ACND | ||||
Meeting Date: 20-Jul-21 | Meeting Type: Special | ||||
1. | The Transaction Agreement Proposal - to Consider | ||||
and Vote Upon A Proposal to Approve by Ordinary | |||||
Resolution and Adopt the Business Combination | |||||
Agreement, Dated As of March 1, 2021, by and Among | |||||
Adac, Marketwise, Llc (formerly Known As Beacon | |||||
Street Group, Llc), A Delaware Limited Liability | |||||
Company, All of the Members of Marketwise, Llc | |||||
Party Thereto (the "sellers"), and Shareholder | |||||
Representative Services Llc (solely in Its Capacity | |||||
As the Representative of the Sellers), A Colorado | |||||
Limited (due to Space Limits, See Proxy | |||||
Statement for Full Proposal). | Management | For | Voted - For | ||
2. | The Domestication Proposal - to Consider and Vote | ||||
Upon A Proposal to Approve by Special Resolution | |||||
the Change of Adac's Jurisdiction of Incorporation | |||||
by Deregistering As an Exempted Company in the | |||||
Cayman Islands and Continuing and Domesticating As | |||||
A Corporation Incorporated Under the Laws of the | |||||
State of Delaware (the "domestication" And, | |||||
Together with the Other Transactions Contemplated | |||||
by the Transaction Agreement, the "transaction"). | Management | For | Voted - For | ||
3. | Organizational Documents Proposal - to Consider and | ||||
Vote Upon A Proposal to Approve by Special | |||||
Resolution the Proposed New Certificate of | |||||
Incorporation (the "proposed Charter") and the | |||||
Proposed New Bylaws (the "proposed Bylaws" And, | |||||
Together with the Proposed Charter, the "proposed | |||||
Organizational Documents") of Ascendant Digital | |||||
Acquisition Corp. (a Corporation Incorporated in | |||||
the State of Delaware, and the Filing with and | |||||
Acceptance by the Secretary of State of Delaware of | |||||
the (due to Space Limits, See Proxy Statement | |||||
for Full Proposal). | Management | For | Voted - For | ||
4A. | Advisory Organizational Documents Proposal 4a - to | ||||
Authorize the Change in the Authorized Capital | |||||
Stock of Adac from 200,000,000 Class A Ordinary | |||||
Shares, Par Value $0.0001 Per Share (the "adac | |||||
Class A Ordinary Shares"), 20,000,000 Class B | |||||
Ordinary Shares, Par Value $0.0001 Per Share (the | |||||
"adac Class B Ordinary Shares" And, Together with | |||||
the Adac Class A Ordinary Shares, the "ordinary | |||||
Shares"), and 1,000,000 Preference Shares, Par | |||||
Value $0.0001 Per Share, to 1,350,000,000 Shares of | |||||
Common Stock of (due to Space Limits, See Proxy | |||||
Statement for Full Proposal). | Management | For | Voted - For | ||
4B. | Advisory Organizational Documents Proposal 4b - to | ||||
Authorize Adopting Delaware As the Exclusive Forum | |||||
for Certain Stockholder Litigation. | Management | For | Voted - For | ||
4C. | Advisory Organizational Documents Proposal 4c - to | ||||
Authorize Electing Not to be Governed by Section | |||||
47 |
RiverPark Short Term High Yield Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | |
203 of the Dgcl Relating to Takeovers by Interested | ||||
Stockholders And, Instead, be Governed by A | ||||
Provision Substantially Similar to Section 203 of | ||||
the Dgcl. | Management | For | Voted - For | |
4D. | Advisory Organizational Documents Proposal 4d - to | |||
Approve Provisions Providing That the Affirmative | ||||
Vote of at Least Two- Thirds of the Voting Power of | ||||
All the Then-outstanding Shares of Capital Stock | ||||
Entitled to Vote Generally in the Election of | ||||
Directors Will be Required for Stockholders to | ||||
Adopt, Amend, Or Repeal the Proposed Bylaws. | Management | For | Voted - For | |
4E. | Advisory Organizational Documents Proposal 4e - to | |||
Approve Provisions Permitting the Removal of A | ||||
Director Only for Cause and Only by the Affirmative | ||||
Vote of the Holders of at Least A Majority of the | ||||
Outstanding Shares Entitled to Vote at an Election | ||||
of Directors. | Management | For | Voted - For | |
4F. | Advisory Organizational Documents Proposal 4f - to | |||
Approve Provisions Requiring Stockholders to Take | ||||
Action at an Annual Or Special Meeting and Prohibit | ||||
Stockholder Action by Written Consent in Lieu of A | ||||
Meeting. | Management | For | Voted - For | |
4G. | Advisory Organizational Documents Proposal 4g - to | |||
Provide for Certain Additional Changes, Including, | ||||
Among Other Things, (i) Changing the Corporate Name | ||||
from "ascendant Digital Acquisition Corp." to | ||||
"marketwise, Inc.", (ii) Making Marketwise Pubco's | ||||
Corporate Existence Perpetual, and (iii) Removing | ||||
Certain Provisions Related to Adac's Status As A | ||||
Blank Check Company That Will No Longer be | ||||
Applicable Upon Consummation of the Business | ||||
Combination, All of Which Adac's Board of Directors | ||||
(due to Space Limits, See Proxy Statement for | ||||
Full Proposal). | Management | For | Voted - For | |
5. | The Stock Issuance Proposal - to Consider and Vote | |||
Upon A Proposal to Approve by Ordinary Resolution | ||||
for Purposes of Complying with the Applicable | ||||
Provisions of Nyse Listing Rule 312.03, the | ||||
Issuance of (i) Shares of Marketwise Pubco Class A | ||||
Common Stock to the Pipe Investors Pursuant to the | ||||
Pipe Investment and (ii) Shares of Marketwise Pubco | ||||
Class A Common Stock and Marketwise Pubco Class B | ||||
Common Stock to the Sellers Pursuant to the Terms | ||||
of the Transactions Agreement and (due to Space | ||||
Limits, See Proxy Statement for Full Proposal). | Management | For | Voted - For | |
6. | The Incentive Award Plan Proposal - to Consider and | |||
Vote Upon A Proposal to Approve by Ordinary | ||||
Resolution the Marketwise Inc. 2021 Incentive Award | ||||
Plan. | Management | For | Voted - For | |
7. | The Espp Proposal - to Consider and Vote Upon A | |||
Proposal to Approve by Ordinary Resolution the | ||||
Marketwise Inc. 2021 Employee Stock Purchase Plan. | Management | For | Voted - For | |
8.1 | Director: Riaan Hodgson | Management | For | Voted - For |
8.2 | Director: Manny Borges | Management | For | Voted - For |
8.3 | Director: Van Simmons | Management | For | Voted - For |
48 |
RiverPark Short Term High Yield Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
8.4 | Director: Mark Gerhard | Management | For | Voted - For | |
8.5 | Director: Elizabeth Burton | Management | For | Voted - For | |
8.6 | Director: Paul Idzik | Management | For | Voted - For | |
8.7 | Director: Mark Arnold | Management | For | Voted - For | |
8.8 | Director: Michael Palmer | Management | For | Voted - For | |
8.9 | Director: Stephen Sjuggerud | Management | For | Voted - For | |
9. | The Adjournment Proposal - to Consider and Vote | ||||
Upon A Proposal to Approve by Ordinary Resolution | |||||
the Adjournment of the Extraordinary General | |||||
Meeting to A Later Date Or Dates, If Necessary, to | |||||
Permit Further Solicitation and Vote of Proxies in | |||||
the Event That There are Insufficient Votes for the | |||||
Approval of One Or More Proposals at the | |||||
Extraordinary General Meeting. | Management | For | Voted - For | ||
BIOTECH ACQUISITION COMPANY | |||||
Security ID: G1125A108 Ticker: BIOT | |||||
Meeting Date: 14-Jun-22 | Meeting Type: Special | ||||
1. | The Business Combination Proposal - to Consider and | ||||
Vote Upon A Proposal by Ordinary Resolution to | |||||
Approve the Agreement and Plan of Merger, Dated As | |||||
of November 8, 2021 (as It May be Amended and | |||||
Supplemented from Time to Time, the "merger | |||||
Agreement") with Blade Therapeutics, Inc., A | |||||
Delaware Corporation ("blade"), Blade Merger | |||||
Subsidiary, Inc., A Delaware Corporation and A | |||||
Wholly Owned Subsidiary of Bac ("blade Merger | |||||
Sub"), Biotech Sponsor Llc, A Delaware Limited | |||||
Liability (due to Space Limits, See Proxy | |||||
Material for Full Proposal). | Management | For | Voted - For | ||
2. | Domestication Proposal - to Consider and Vote Upon | ||||
A Proposal by Special Resolution to (a) Change | |||||
Bac's Corporate Structure and De- Register from an | |||||
Exempted Company Incorporated Under the Cayman | |||||
Islands Companies Act and Transfer by Way of | |||||
Continuation As A Corporation Incorporated Under | |||||
the Laws of the State of Delaware (the | |||||
"domestication"), (b) in Connection Therewith to | |||||
Adopt Upon the Domestication Taking Effect, the | |||||
Certificate of Incorporation (the "interim | |||||
Charter"), in the Form Appended to (due to Space | |||||
Limits, See Proxy Material for Full Proposal). | Management | For | Voted - For | ||
3. | The Certificate of Incorporation Proposal - to | ||||
Consider and Vote Upon by Special Resolution Under | |||||
the Cayman Islands Companies Act A Proposal to | |||||
Replace the Interim Charter with the Proposed | |||||
Certificate of Incorporation Substantially in the | |||||
Form Attached to the Accompanying Proxy | |||||
Statement/prospectus As Annex C, to be Effective | |||||
Upon the Consummation of the Business Combination. | |||||
the Certificate of Incorporation Proposal is | |||||
Conditioned on the Approval of the Business | |||||
49 |
RiverPark Short Term High Yield Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | |
Combination Proposal (due to Space Limits, See | ||||
Proxy Material for Full Proposal). | Management | For | Voted - For | |
4a. | Organizational Documents Proposals - to Approve and | |||
Adopt Provisions in the Proposed Charter, Which | ||||
Will Amend and Replace the Interim Charter If the | ||||
Certificate of Incorporation Proposal is Approved, | ||||
Requiring the Affirmative Vote of the Holders of at | ||||
Least 66 2/3% of the Voting Power of All the Then | ||||
Outstanding Shares of Blade Biotherapeutics | ||||
Entitled to Vote to Remove A Director for Cause. | Management | For | Voted - For | |
4b. | Organizational Documents Proposals - to Approve and | |||
Adopt Provisions in the Proposed Charter, Which | ||||
Will Amend and Replace the Interim Charter If the | ||||
Certificate of Incorporation Proposal is Approved, | ||||
Providing That (i) Special Meetings of Stockholders | ||||
for Any Purpose Or Purposes May be Called at Any | ||||
Time by the Majority of the Blade Biotherapeutics | ||||
Board, the Chairman of the Blade Biotherapeutics | ||||
Board Or the Chief Executive Officer of Blade | ||||
Biotherapeutics, and May Not be Called by Another | ||||
Other (due to Space Limits, See Proxy Material | ||||
for Full Proposal). | Management | For | Voted - For | |
4c. | Organizational Documents Proposals - to Approve and | |||
Adopt Provisions in the Proposed Certificate of | ||||
Incorporation, Which Will Amend and Replace the | ||||
Interim Charter If the Certificate of Incorporation | ||||
Proposal is Approved, Adopting Delaware As the | ||||
Exclusive Forum for Certain Shareholder Litigation. | Management | For | Voted - For | |
4d. | Organizational Documents Proposals - to Approve and | |||
Adopt Provisions in the Proposed Charter, Which | ||||
Will Amend and Replace the Interim Charter If the | ||||
Certificate of Incorporation Proposal is Approved, | ||||
Changing the Post-business Combination Company's | ||||
Corporate Name from "biotech Acquisition Company" | ||||
to "blade Biotherapeutics, Inc." | Management | For | Voted - For | |
4e. | Organizational Documents Proposals - to Approve and | |||
Adopt Provisions in the Proposed Charter, Which | ||||
Will Amend and Replace the Interim Charter If the | ||||
Certificate of Incorporation Proposal is Approved, | ||||
to Remove Certain Provisions Related to Bac's | ||||
Status As A Blank Check Company That Will No Longer | ||||
Apply Upon Consummation of the Business Combination. | Management | For | Voted - For | |
4f. | Organizational Documents Proposals - to Approve and | |||
Adopt Provisions in the Proposed Charter, Which | ||||
Will Amend and Replace the Interim Charter If the | ||||
Certificate of Incorporation Proposal is Approved, | ||||
Increasing the Total Number of Authorized Shares of | ||||
All Classes of Stock to 310,000,000 Shares, Each | ||||
with A Par Value of $0.0001 Per Share, Consisting | ||||
of (i) 300,000,000 Shares of Common Stock, (ii) | ||||
10,000,000 Shares of Preferred Stock. | Management | For | Voted - For | |
4g. | Organizational Documents Proposals - to Approve and | |||
Adopt Provisions in the Proposed Charter, Which | ||||
Will Amend and Replace the Interim Charter If the | ||||
Certificate of Incorporation Proposal is Approved, | ||||
Electing Not to be Governed by Section 203 of the | ||||
50 |
RiverPark Short Term High Yield Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | |
Dgcl And, Instead be Governed by A Provision | ||||
Substantially Similar to Section 203 of the Dgcl. | Management | For | Voted - For | |
4h. | Organizational Documents Proposals - to Approve and | |||
Adopt Provisions in the Proposed Charter, Which | ||||
Will Amend and Replace the Interim Charter If the | ||||
Certificate of Incorporation Proposal is Approved, | ||||
Making Blade Biotherapeutics' Corporate Existence | ||||
Perpetual. | Management | For | Voted - For | |
5.1 | Director: Wendy Robbins | Management | For | Voted - For |
5.2 | Director: Mark Timney | Management | For | Voted - For |
5.3 | Director: Lloyd Klickstein | Management | For | Voted - For |
5.4 | Director: James Scopa | Management | For | Voted - For |
5.5 | Director: Luke Evnin | Management | For | Voted - For |
5.6 | Director: Carl Goldfischer | Management | For | Voted - For |
5.7 | Director: John A. Hohneker | Management | For | Voted - For |
5.8 | Director: Michael Shleifer | Management | For | Voted - For |
6. | The Nasdaq Proposal - to Consider and Vote Upon A | |||
Proposal by Ordinary Resolution to Approve, for | ||||
Purposes of Complying with the Applicable | ||||
Provisions of Nasdaq Listing Rules 5635(a), (b), | ||||
(c), and (d), the Issuance of (a) Shares to the | ||||
Pipe Investors Pursuant to the Pipe Investment, and | ||||
(b) Shares to the Blade Stockholders Pursuant to | ||||
the Merger Agreement. "resolved, As an Ordinary | ||||
Resolution, That for the Purposes of Complying with | ||||
Nasdaq Listing Rules 5635(a), (b), (c), and (d), | ||||
the (due to Space Limits, See Proxy Material for | ||||
Full Proposal). | Management | For | Voted - For | |
7. | Incentive Award Plan Proposal - to Consider and | |||
Vote on A Proposal by Ordinary Resolution to | ||||
Approve and Adopt the Blade Biotherapeutics, Inc. | ||||
2022 Incentive Award Plan (the "2022 Plan") and the | ||||
Material Terms Thereunder. the Bac Board Approved | ||||
the 2022 Plan, Prior to the Bac Extraordinary | ||||
General Meeting, Subject to Shareholder Approval at | ||||
the Bac Extraordinary General Meeting. A Copy of | ||||
the Proposed 2022 Plan is Appended to the | ||||
Accompanying Proxy Statement/prospectus As Annex E. | ||||
(due to Space Limits, See Proxy Material for | ||||
Full Proposal). | Management | For | Voted - For | |
8. | Espp Proposal - to Consider and Vote on A Proposal | |||
by Ordinary Resolution to Approve and Adopt the | ||||
Blade Biotherapeutics, Inc. 2022 Employee Stock | ||||
Purchase Plan (the "espp") and the Material Terms | ||||
Thereunder. the Bac Board Approved the Espp, Prior | ||||
to the Bac Extraordinary General Meeting, Subject | ||||
to Shareholder Approval at the Bac Extraordinary | ||||
General Meeting. A Copy of the Proposed Espp is | ||||
Appended to the Accompanying Proxy | ||||
Statement/prospectus As Annex F. "resolved, As an | ||||
Ordinary (due to Space Limits, See Proxy | ||||
Material for Full Proposal). | Management | For | Voted - For | |
9. | The Adjournment Proposal - to Consider and Vote | |||
Upon A Proposal by Ordinary Resolution to Adjourn | ||||
the Meeting to A Later Date Or Dates, If Necessary, | ||||
51 |
RiverPark Short Term High Yield Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
to Permit Further Solicitation and Vote of Proxies | |||||
If It is Determined by the Bac Board That More Time | |||||
is Necessary Or Appropriate to Approve One Or More | |||||
Proposals at the Meeting Or If Certain Conditions | |||||
Under the Merger Agreement are Not Satisfied Or | |||||
Waived. "resolved, As an Ordinary Resolution, That | |||||
the Adjournment of the Meeting to A Later Date Or | |||||
Dates, (due to Space Limits, See Proxy Material | |||||
for Full Proposal). | Management | For | Voted - For | ||
CAPSTAR SPECIAL PURPOSE ACQUISITION CORP | |||||
Security ID: 14070Y101 | Ticker: CPSR | ||||
Meeting Date: 11-Jan-22 | Meeting Type: Special | ||||
1. | The Business Combination Proposal - Subject to the | ||||
Approval and Adoption of the Charter Amendment | |||||
Proposal, Nyse Stock Issuance Proposal, Director | |||||
Election Proposal and Equity Incentive Plan | |||||
Proposal, to (a) Adopt and Approve the Business | |||||
Combination Agreement, Dated As of July 19, 2021 | |||||
and Amended on November 8, 2021 (as May be Further | |||||
Amended, Supplemented Or Otherwise Modified from | |||||
Time to Time, the "business Combination | |||||
Agreement"), A Copy of Which is Appended to the | |||||
Accompanying | (due to Space Limits, See Proxy | ||||
Statement for Full Proposal). | Management | For | Voted - For | ||
2. | The Charter Amendment Proposal - to Approve, | ||||
Assuming the Business Combination Proposal, Nyse | |||||
Stock Issuance Proposal, Director Election Proposal | |||||
and Equity Incentive Plan Proposal are Approved and | |||||
Adopted, A Proposed Amended and Restated | |||||
Certificate of Incorporation (the "proposed | |||||
Charter"), Which Will Amend and Restate Cpsr's | |||||
Current Amended and Restated Certificate of | |||||
Incorporation (the "current Charter"), and Which | |||||
Proposed Charter Will be in Effect When Duly Filed | |||||
with the (due to Space Limits, See Proxy | |||||
Statement for Full Proposal). | Management | For | Voted - For | ||
3A. | Advisory Charter Proposal A - to Change the | ||||
Corporate Name of New Gelesis to "gelesis Holdings, | |||||
Inc.". | Management | For | Voted - For | ||
3B. | Advisory Charter Proposal B - to Increase Cpsr's | ||||
Capitalization So That It Will Have 900,000,000 | |||||
Authorized Shares of Common Stock and 250,000,000 | |||||
Authorized Shares of Preferred Stock. | Management | For | Voted - For | ||
3C. | Advisory Charter Proposal C - to Divide the New | ||||
Gelesis Board of Directors Into Three Classes with | |||||
Staggered Three-year Terms. | Management | For | Voted - For | ||
3D. | Advisory Charter Proposal D - to Provide That the | ||||
Removal of Any Director be Only for Cause and by | |||||
the Affirmative Vote of at Least 66 2/3% of New | |||||
Gelesis' Then-outstanding Shares of Capital Stock | |||||
Entitled to Vote Generally in the Election of | |||||
Directors. | Management | For | Voted - For | ||
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Proposal | Proposed by | Mgt. Position | Registrant Voted | |
3E. | Advisory Charter Proposal E - to Provide That | |||
Certain Amendments to Provisions of the Proposed | ||||
Charter Will Require the Approval of at Least 66 | ||||
2/3% of New Gelesis' Then- Outstanding Shares of | ||||
Capital Stock Entitled to Vote on Such Amendment. | Management | For | Voted - For | |
3F. | Advisory Charter Proposal F - to Make New Gelesis' | |||
Corporate Existence Perpetual As Opposed to Cpsr's | ||||
Corporate Existence, Which is Required to be | ||||
Dissolved and Liquidated 24 Months Following the | ||||
Closing of Its Initial Public Offering, and to | ||||
Remove from the Proposed Charter the Various | ||||
Provisions Applicable Only to Special Purpose | ||||
Acquisition Companies. | Management | For | Voted - For | |
3G. | Advisory Charter Proposal G - to Remove the | |||
Provisions Setting the Court of Chancery of the | ||||
State of Delaware As the Sole and Exclusive Forum | ||||
for Certain Stockholder Actions. | Management | For | Voted - For | |
4. | The Nyse Stock Issuance Proposal - to Approve, | |||
Assuming the Business Combination Proposal, Charter | ||||
Amendment Proposal, Director Election Proposal and | ||||
Equity Incentive Plan Proposal are Approved and | ||||
Adopted, for Purposes of Complying with the | ||||
Applicable Provisions of Section 312 of the Nyse | ||||
Listed Company Manual, (a) the Issuance of Up to | ||||
96,876,625 Newly Issued Shares of Common Stock, Par | ||||
Value $0.0001 Per Share, of New Gelesis, in the | ||||
Business Combination, Which Amount Will be | ||||
Determined (due to Space Limits, See Proxy | ||||
Statement for Full Proposal). | Management | For | Voted - For | |
5. | The Director Election Proposal - to Approve, | |||
Assuming the Business Combination Proposal, Charter | ||||
Amendment Proposal, Nyse Stock Issuance Proposal | ||||
and Equity Incentive Plan Proposal are Approved and | ||||
Adopted, the Appointment of Eight Directors Who, | ||||
Upon Consummation of the Business Combination, Will | ||||
Become Directors of New Gelesis. | Management | For | Voted - For | |
6. | The Equity Incentive Plan Proposal - to Approve, | |||
Assuming the Business Combination Proposal, Charter | ||||
Amendment Proposal, Nyse Stock Issuance Proposal | ||||
and Director Election Proposal are Approved and | ||||
Adopted, the Gelesis Holdings, Inc. 2021 Stock | ||||
Option and Incentive Plan, A Copy of Which is | ||||
Appended to the Accompanying Proxy | ||||
Statement/prospectus As Exhibit H to the Business | ||||
Combination Agreement, A Copy of Which is Attached | ||||
to the Accompanying Proxy Statement/prospectus As | ||||
Annex A, Which Will Become Effective the Day Prior | ||||
to the Closing. | Management | For | Voted - For | |
7. | The Adjournment Proposal - to Approve A Proposal to | |||
Adjourn the Special Meeting to A Later Date Or | ||||
Dates, If Necessary, to Permit Further Solicitation | ||||
and Vote of Proxies If, Based Upon the Tabulated | ||||
Vote at the Time of the Special Meeting, There are | ||||
Not Sufficient Votes to Approve the Business | ||||
Combination Proposal, the Charter Amendment | ||||
Proposal, the Nyse Stock Issuance Proposal, the | ||||
53 |
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Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
Director Election Proposal Or the Equity Incentive | |||||
Plan Proposal, Or We Determine That One Or More | |||||
(due to Space Limits, See Proxy Statement for | |||||
Full Proposal). | Management | For | Voted - For | ||
CERBERUS TELECOM ACQUISITION CORP. | |||||
Security ID: G2040C104 Ticker: CTAC | |||||
Meeting Date: 29-Sep-21 | Meeting Type: Special | ||||
1. | The Business Combination Proposal - to Consider and | ||||
Vote Upon A Proposal to Approve the Business | |||||
Combination Described in the Proxy | |||||
Statement/prospectus, Including (a) Adopting the | |||||
Agreement and Plan of Merger, Dated As of March 12, | |||||
2021 (the "merger Agreement"), by and Among | |||||
Cerberus Telecom Acquisition Corporation ("ctac"), | |||||
King Pubco, Inc. ("pubco"), A Delaware Corporation | |||||
and Wholly Owned Subsidiary of Cerberus Telecom | |||||
Acquisition Holdings, Llc (the "sponsor"), A | |||||
Delaware Limited (due to Space Limits, See Proxy | |||||
Statement for Full Proposal). | Management | For | Voted - For | ||
2. | The Cayman Merger Proposal - to Consider and Vote | ||||
Upon, As A Special Resolution, A Proposal to | |||||
Approve the Pubco Plan of Merger Attached to the | |||||
Proxy Statement/prospectus As Annex 1 and to | |||||
Authorize the Merger of Ctac with and Into Llc | |||||
Merger Sub, with Llc Merger Sub Surviving the | |||||
Merger As A Wholly Owned Subsidiary of Pubco. | Management | For | Voted - For | ||
3A. | Advisory Organizational Document Proposal A - to | ||||
Provide That Pubco's Board of Directors Will be A | |||||
Classified Board of Directors with Staggered, | |||||
Three-year Terms. | Management | For | Voted - For | ||
3B. | Advisory Organizational Document Proposal B - to | ||||
Eliminate the Ability for Any Action Required Or | |||||
Permitted to be Taken by Pubco Common Stockholders | |||||
to be Effected by Written Consent. | Management | For | Voted - For | ||
3C. | Advisory Organizational Document Proposal C - to | ||||
Increase the Required Stockholder Vote Threshold to | |||||
Amend the Bylaws of Pubco. | Management | For | Voted - For | ||
3D. | Advisory Organizational Document Proposal D - to | ||||
Provide That the Court of Chancery of the State of | |||||
Delaware Or, If Such Court Does Not Have Subject | |||||
Matter Jurisdiction Thereof, Another State Or | |||||
Federal Court Located Within the State of Delaware, | |||||
Shall be the Exclusive Forum for Certain Actions | |||||
and Claims. | Management | For | Voted - For | ||
4. | The Incentive Plan Proposal - to Consider and Vote | ||||
on A Proposal to Approve the Pubco 2021 Incentive | |||||
Award Plan. | Management | For | Voted - For | ||
5. | Nyse Proposal - to Consider and Vote Upon A | ||||
Proposal in Accordance with the Applicable | |||||
Provisions of Section 312.03 of the New York Stock | |||||
Exchange Listed Company Manual, to Issue More Than | |||||
20% of the Issued and Outstanding Shares of Pubco | |||||
54 |
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Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
Common Stock in Connection with the Business | |||||
Combination, Including, Without Limitation, the | |||||
Pipe Investment (as Described Below). | Management | For | Voted - For | ||
6. | The Adjournment Proposal - to Consider and Vote | ||||
Upon A Proposal to Adjourn the Special Meeting to A | |||||
Later Date Or Dates, If Necessary, to Permit | |||||
Further Solicitation and Vote of Proxies in the | |||||
Event That There are Insufficient Votes For, Or | |||||
Otherwise in Connection With, the Approval of the | |||||
Business Combination Proposal, the Cayman Merger | |||||
Proposal, the Advisory Organizational Documents | |||||
Proposals, the Incentive Plan Proposal Or the Nyse | |||||
Proposal. | Management | For | Voted - For | ||
CONSONANCE HFW ACQUISITION CORP. | |||||
Security ID: G2445M103 Ticker: CHFW | |||||
Meeting Date: 10-Aug-21 | Meeting Type: Special | ||||
1. | The Business Combination Proposal - to Approve, As | ||||
an Ordinary Resolution, That Chfw's Entry Into the | |||||
Business Combination Agreement, Dated As of April | |||||
15, 2021 (as May be Amended, Supplemented Or | |||||
Otherwise Modified from Time to Time, the "business | |||||
Combination Agreement"), by and Among Chfw | |||||
(following the Business Combination, "new | |||||
Surrozen"), Perseverance Merger Sub, Inc., A | |||||
Delaware Corporation ("merger Sub"), and Surrozen, | |||||
Inc., A Delaware Corporation, Which Will Change Its | |||||
Name to Surrozen Operating, Inc. ("surrozen"). | Management | For | Did Not Vote | ||
2. | The Domestication Proposal - to Approve, As A | ||||
Special Resolution, That Chfw be Transferred by Way | |||||
of Continuation to Delaware Pursuant to Part Xii of | |||||
the Companies Act (as Revised) of the Cayman | |||||
Islands and Section 388 of the General Corporation | |||||
Law of the State of Delaware And, Immediately Upon | |||||
Being De- Registered in the Cayman Islands, Chfw be | |||||
Continued and Domesticated As A Corporation Under | |||||
the Laws of the State of Delaware And, Conditional | |||||
Upon, and with Effect From, the (due to Space | |||||
Limits, See Proxy Statement for Full Proposal). | Management | For | Did Not Vote | ||
3. | New Organizational Documents Proposal - to Approve, | ||||
As A Special Resolution, That the Proposed | |||||
Certificate of Incorporation and the Proposed | |||||
Bylaws, Copies of Which are Attached to the Proxy | |||||
Statement/ Prospectus As Annex C and Annex D, | |||||
Respectively, be Approved As the Certificate of | |||||
Incorporation and Bylaws, Respectively, of New | |||||
Surrozen, Effective Upon the Effectiveness of the | |||||
Domestication. | Management | For | Did Not Vote | ||
4A. | Governing Documents Proposal A - to Approve, As an | ||||
Ordinary Resolution, That the Change in the | |||||
Authorized Share Capital of Chfw from (i) | |||||
350,000,000 Class A Ordinary Shares, Par Value | |||||
$0.0001 Per Share, (ii) 150,000,000 Class B |
55
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Proposal | Proposed by | Mgt. Position | Registrant Voted | |
Ordinary Shares, Par Value $0.0001 Per Share and | ||||
(iii) 1,000,000 Preference Shares, Par Value | ||||
$0.0001 Per Share, to (a) 500,000,000 Shares of | ||||
Common Stock, Par Value $0.0001 Per Share, of New | ||||
Surrozen ("new Surrozen Common Stock") and (b) | ||||
10,000,000 Shares of Preferred (due to Space | ||||
Limits, See Proxy Statement for Full Proposal). | Management | For | Did Not Vote | |
4B. | Governing Documents Proposal B - to Approve, As A | |||
Special Resolution, That the Authorization to the | ||||
Board of Directors of New Surrozen (the "new | ||||
Surrozen Board") to Issue Any Or All Shares of New | ||||
Surrozen Preferred Stock in One Or More Classes Or | ||||
Series, with Such Terms and Conditions As May be | ||||
Expressly Determined by the New Surrozen Board and | ||||
As May be Permitted by the Delaware General | ||||
Corporation Law be Approved. | Management | For | Did Not Vote | |
4C. | Governing Documents Proposal C - to Approve, As A | |||
Special Resolution, That the Removal of the Ability | ||||
of New Surrozen Stockholders to Take Action by | ||||
Written Consent in Lieu of A Meeting be Approved. | Management | For | Did Not Vote | |
4D. | Governing Documents Proposal D - to Approve, As A | |||
Special Resolution, That the Replacement of the | ||||
Existing Governing Documents be Approved and That | ||||
All Other Immaterial Changes Necessary Or, As | ||||
Mutually Agreed in Good Faith by Chfw and Surrozen, | ||||
Desirable in Connection with the Replacement of | ||||
Existing Governing Documents with the Proposed | ||||
Certificate of Incorporation and Proposed Bylaws As | ||||
Part of the Domestication (copies of Which are | ||||
Attached to the Proxy Statement/prospectus (due | ||||
to Space Limits, See Proxy Statement for Full | ||||
Proposal). | Management | For | Did Not Vote | |
5. | The Share Issuance Proposal - to Approve, As an | |||
Ordinary Resolution, That for the Purposes of | ||||
Complying with the Applicable Provisions of Nasdaq | ||||
Stock Exchange Listing Rule 5635, the Issuance of | ||||
Shares of New Surrozen Common Stock in the Merger | ||||
and in the Pipe Financing be Approved. | Management | For | Did Not Vote | |
6. | The Incentive Award Plan Proposal - to Approve, As | |||
an Ordinary Resolution, That the Surrozen, Inc. | ||||
2021 Equity Incentive Plan A Copy of Which is | ||||
Attached to the Proxy Statement/prospectus As Annex | ||||
J, be Adopted and Approved. | Management | For | Did Not Vote | |
7. | The Employee Stock Purchase Plan Proposal - to | |||
Approve, As an Ordinary Resolution, That the | ||||
Surrozen, Inc. 2021 Employee Stock Purchase Plan, A | ||||
Copy of Which is Attached to the Proxy Statement/ | ||||
Prospectus As Annex K, be Adopted and Approved. | Management | For | Did Not Vote | |
8. | The Adjournment Proposal - to Approve, As an | |||
Ordinary Resolution, That the Adjournment of the | ||||
Extraordinary General Meeting to A Later Date Or | ||||
Dates (a) to the Extent Necessary to Ensure That | ||||
Any Required Supplement Or Amendment to the Proxy | ||||
Statement/prospectus is Provided to Chfw | ||||
Shareholders Or, If As of the Time for Which the | ||||
Extraordinary General Meeting is Scheduled, There | ||||
56 |
RiverPark Short Term High Yield Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | |
are Insufficient Chfw Ordinary Shares Represented | ||||
(either in Person Or by Proxy) to Constitute A | ||||
(due to Space Limits, See Proxy Statement for | ||||
Full Proposal). | Management | For | Did Not Vote | |
D8 HOLDINGS CORP. | ||||
Security ID: G2614K110 Ticker: DEH | ||||
Meeting Date: 15-Sep-21 | Meeting Type: Special | |||
1. | The Business Combination Proposal - to Consider and | |||
Vote Upon A Proposal to Approve by Way of Ordinary | ||||
Resolution and Adopt the Agreement and Plan of | ||||
Merger, Dated As of April 15, 2021 (as the Same May | ||||
be Amended, the "merger Agreement"), by and Among | ||||
D8, Snowball Merger Sub Inc., A Delaware | ||||
Corporation and A Direct Wholly- Owned Subsidiary | ||||
of D8 ("merger Sub"), Vicarious Surgical Inc., A | ||||
Delaware Corporation ("vicarious Surgical") and | ||||
Adam Sachs, an Individual, in His Capacity As the | ||||
(due to Space Limits, See Proxy Material for | ||||
Full Proposal). | Management | For | Voted - For | |
2. | The Domestication Proposal - to Consider and Vote | |||
Upon A Proposal to Approve by Way of Special | ||||
Resolution, to Change the Corporate Structure and | ||||
Domicile of D8 by Way of Continuation from an | ||||
Exempted Company Incorporated in Accordance with | ||||
the Laws of the Cayman Islands to A Corporation | ||||
Incorporated Under the Laws of the State of | ||||
Delaware (the "domestication"). the Domestication | ||||
Will be Effected Immediately Prior to the Business | ||||
Combination by D8 Filing A Certificate of Corporate | ||||
(due to Space Limits, See Proxy Material for | ||||
Full Proposal). | Management | For | Voted - For | |
3. | The Stock Issuance Proposal - to Consider and Vote | |||
Upon A Proposal to Approve by Way of Ordinary | ||||
Resolution for Purposes of Complying with the | ||||
Applicable Provisions of Nyse Listing Rules | ||||
312.03(c) and (d), the Issuance of New Vicarious | ||||
Surgical Class A Shares to (i) the Pipe Investors | ||||
Pursuant to the Pipe Investment (each As Defined in | ||||
the Accompanying Proxy Statement/prospectus) and | ||||
(ii) the Vicarious Surgical Stockholders Pursuant | ||||
to the Merger Agreement (the "stock Issuance | ||||
Proposal"). | Management | For | Voted - For | |
4. | Organizational Documents Proposal - to Consider and | |||
Vote Upon A Proposal to Approve by Way of Special | ||||
Resolution the Proposed Certificate of | ||||
Incorporation and the Proposed New By-laws | ||||
("proposed By-laws" And, Together with the Proposed | ||||
Certificate of Incorporation, the "proposed | ||||
Organizational Documents") of New Vicarious | ||||
Surgical (a Corporation Incorporated in the State | ||||
of Delaware, and the Filing with and Acceptance by | ||||
the Secretary of State of Delaware of the |
57
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Proposal | Proposed by | Mgt. Position | Registrant Voted | |
Certificate of Corporate (due to Space Limits, | ||||
See Proxy Material for Full Proposal). | Management | For | Voted - For | |
5A. | Advisory Organizational Documents Proposal 5a | |||
(authorized Shares) - to Authorize the Change in | ||||
the Authorized Capital Stock of D8 from 200,000,000 | ||||
D8 Class A Ordinary Shares, Par Value $0.0001 Per | ||||
Share (the "d8 Class A Ordinary Shares"), | ||||
20,000,000 D8 Class B Ordinary Shares, Par Value | ||||
$0.0001 Per Share (the "d8 Class B Ordinary Shares" | ||||
And, Together with the D8 Class A Ordinary Shares, | ||||
the "d8 Ordinary Shares"), and 1,000,000 Preference | ||||
Shares, Par Value $0.0001 Per Share (due to | ||||
Space Limits, See Proxy Material for Full Proposal). | Management | For | Voted - For | |
5B. | Advisory Organizational Documents Proposal 5b (dual | |||
Class Common Stock Structure) - to Authorize A Dual | ||||
Class Common Stock Structure Pursuant to Which | ||||
Holders of New Vicarious Surgical Class A Stock | ||||
Will be Entitled to One Vote Per Share and Holders | ||||
of New Vicarious Surgical Class B Stock Will be | ||||
Entitled to Twenty Votes Per Share on Each Matter | ||||
Properly Submitted to New Vicarious Surgical's | ||||
Stockholders Entitled to Vote ("advisory | ||||
Organizational Documents Proposal 5b"). | Management | For | Voted - For | |
5C. | Advisory Organizational Documents Proposal 5c | |||
(sunset Provision for New Vicarious Surgical Class | ||||
B Stock) - to Approve A Provision Providing That | ||||
Each Outstanding Share of New Vicarious Surgical | ||||
Class B Stock Shall Automatically Convert Into One | ||||
Share of New Vicarious Surgical Class A Stock Upon | ||||
the First Date on Which the Vicarious Surgical | ||||
Founders and Qualified Stockholders (each As | ||||
Defined in the Organizational Documents) | ||||
Collectively Cease to Beneficially Own at Least 20% | ||||
of the (due to Space Limits, See Proxy Material | ||||
for Full Proposal). | Management | For | Voted - For | |
5D. | Advisory Organizational Documents Proposal 5d | |||
(declassification of New Vicarious Surgical Board) | ||||
- to Authorize A Declassified Board of Directors | ||||
Whereby Each Member of the Board of Directors of | ||||
New Vicarious Surgical Will be Elected at Each | ||||
Annual Meeting of Stockholders (or Special Meeting | ||||
in Lieu Thereof), ("advisory Organizational | ||||
Documents Proposal 5d"). | Management | For | Voted - For | |
5E. | Advisory Organizational Documents Proposal 5e | |||
(exclusive Forum Provision) - to Authorize Adopting | ||||
Delaware As the Exclusive Forum for Certain | ||||
Stockholder Litigation and to Authorize Adopting | ||||
the Federal District Courts of the United States of | ||||
America As the Exclusive Forum for Resolving | ||||
Complaints Asserting A Cause of Action Under the | ||||
Securities Act of 1933, As Amended ("advisory | ||||
Organizational Documents Proposal 5e"). | Management | For | Voted - For | |
5F. | Advisory Organizational Documents Proposal 5f | |||
(required Vote to Amend Charter) - to Approve | ||||
Provisions Providing That the Affirmative Vote of | ||||
at Least 662/3% of the Voting Power of All the Then | ||||
58 |
RiverPark Short Term High Yield Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | |
Outstanding Shares of Capital Stock Entitled to | ||||
Vote Generally in the Election of Directors, Voting | ||||
Together As A Single Class, Will be Required for | ||||
Stockholders to Amend, Alter, Repeal Or Rescind All | ||||
Or Any Portion of Article 4(b), Article 5, Article | ||||
6, Article 7 Or Article 9 of the Proposed (due | ||||
to Space Limits, See Proxy Material for Full | ||||
Proposal). | Management | For | Voted - For | |
5G. | Advisory Organizational Documents Proposal 5g | |||
(removal of Directors) - to Approve Provisions | ||||
Permitting the Removal of A Director Only for Cause | ||||
and Only by the Affirmative Vote of the Holders of | ||||
at Least 662/3% of the Outstanding Shares Entitled | ||||
to Vote at an Election of Directors, Voting | ||||
Together As A Single Class ("advisory | ||||
Organizational Documents Proposal 5g"). | Management | For | Voted - For | |
5H. | Advisory Organizational Documents Proposal 5h | |||
(required Vote to Amend Bylaws) - to Approve | ||||
Provisions Providing That the Affirmative Vote of | ||||
at Least 662/3% of the Voting Power of All the Then | ||||
Outstanding Shares of Capital Stock Entitled to | ||||
Vote at an Election of Directors, Voting As A | ||||
Single Class, Will be Required for Stockholders to | ||||
Alter, Amend Or Repeal, in Whole Or in Part, Any | ||||
Provision of the Proposed Bylaws Or to Adopt Any | ||||
Provision Inconsistent Therewith ("advisory | ||||
Organizational Documents Proposal 5h"). | Management | For | Voted - For | |
5I. | Advisory Organizational Documents Proposal 5i | |||
(special Meetings) - to Approve Provisions | ||||
Requiring That Special Meetings May be Called Only | ||||
by the New Vicarious Surgical Board (except in the | ||||
Case of Any Holders of Preferred Stock If | ||||
Applicable) ("advisory Organizational Documents | ||||
Proposal 5i"). | Management | For | Voted - For | |
5J. | Advisory Organizational Documents Proposal 5j | |||
(written Consent) - to Approve Provisions That | ||||
Prohibit Stockholder Action by Written Consent in | ||||
Lieu of A Meeting. ("advisory Organizational | ||||
Documents Proposal 5j"). | Management | For | Voted - For | |
5K. | Advisory Organizational Documents Proposal 5k | |||
(corporate Opportunity) - to Approve Provisions | ||||
Providing That New Vicarious Surgical Renounces A | ||||
Corporate Opportunity That is Presented To, Or | ||||
Acquired, Created Or Developed By, Or Which | ||||
Otherwise Comes Into the Possession Of, Any | ||||
Non-employee Director of New Vicarious Surgical, | ||||
Unless Such Opportunity is Presented To, Or | ||||
Acquired, Created Or Developed By, Or Otherwise | ||||
Comes Into the Possession of Such Person Expressly | ||||
(due to Space Limits, See Proxy Material for | ||||
Full Proposal). | Management | For | Voted - For | |
5L. | Advisory Organizational Documents Proposal 5l | |||
(additional Changes) - to Provide for Certain | ||||
Additional Changes, Including, Among Other Things, | ||||
(i) Making New Vicarious Surgical's Corporate | ||||
Existence Perpetual and (ii) Removing Certain | ||||
59 |
RiverPark Short Term High Yield Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
Provisions Related to D8's Status As A Blank Check | |||||
Company That Will No Longer be Applicable Upon | |||||
Consummation of the Business Combination, All of | |||||
Which the D8 Board Believes is Necessary to | |||||
Adequately Address the Needs of New Vicarious | |||||
Surgical After | (due to Space Limits, See Proxy | ||||
Material for Full Proposal). | Management | For | Voted - For | ||
6. | The New Vicarious Surgical Equity Incentive Plan | ||||
Proposal - to Consider and Vote Upon A Proposal to | |||||
Approve by Ordinary Resolution the New Vicarious | |||||
Surgical Equity Incentive Plan (the "new Vicarious | |||||
Surgical Equity Incentive Plan Proposal"). | Management | For | Voted - For | ||
7.1 | Director: Donald Tang | Management | For | Voted - For | |
7.2 | Director: David Ho | Management | For | Voted - For | |
7.3 | Director: Samir Kaul | Management | For | Voted - For | |
7.4 | Director: Dror Berman | Management | For | Voted - For | |
7.5 | Director: David Styka | Management | For | Voted - For | |
7.6 | Director: Adam Sachs | Management | For | Voted - For | |
7.7 | Director: Sammy Khalifa | Management | For | Voted - For | |
7.8 | Director: Ric Fulop | Management | For | Voted - For | |
7.9 | Director: Philip Liang | Management | For | Voted - For | |
8. | The Shareholder Adjournment Proposal - to Consider | ||||
and Vote Upon A Proposal to Approve by Way of | |||||
Ordinary Resolution the Adjournment of the | |||||
Extraordinary General Meeting to A Later Date Or | |||||
Dates, If Necessary, to Permit Further Solicitation | |||||
and Vote of Proxies in the Event That There are | |||||
Insufficient Votes for the Approval of One Or More | |||||
Proposals at the Extraordinary General Meeting (the | |||||
"shareholder Adjournment Proposal"). | Management | For | Voted - For | ||
DMY TECHNOLOGY GROUP, INC. IV | |||||
Security ID: 23344K102 | Ticker: DMYQ | ||||
Meeting Date: 03-Dec-21 | Meeting Type: Special | ||||
1. | The Business Combination Proposal - to Consider and | ||||
Vote Upon A Proposal to Approve the Agreement and | |||||
Plan of Merger, Dated As of July 7, 2021 (as May be | |||||
Amended And/or Restated from Time to Time, the | |||||
"merger Agreement"), by and Among Dmy IV; Photon | |||||
Merger Sub Inc., A Delaware Corporation and A | |||||
Direct Wholly Owned Subsidiary of Dmy IV ("first | |||||
Merger Sub"); Photon Merger Sub Two, Llc, A | |||||
Delaware Limited Liability Company and A Direct | |||||
Wholly Owned Subsidiary of Dmy IV ("second Merger | |||||
Sub"); and (due to Space Limits, See Proxy | |||||
Statement for Full Proposal). | Management | For | Voted - For | ||
2A. | The Charter Proposal - A Proposal to Approve and | ||||
Adopt the Second Amended and Restated Certificate | |||||
of Incorporation of Dmy IV (the "proposed | |||||
Charter"), Which Will Replace Dmy IV's Amended and | |||||
Restated Certificate of Incorporation, Dated March | |||||
4, 2021 (the "current Charter") and Will be in | |||||
60 |
RiverPark Short Term High Yield Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | |
Effect Upon the Closing of the Business Combination | ||||
(the "closing") (we Refer to Such Proposal As | ||||
"charter Proposal A"). | Management | For | Voted - For | |
2B. | The Charter Proposal - A Proposal to (i) Approve | |||
and Adopt an Amendment to the Proposed Charter to | ||||
Increase the Number of Authorized Shares of Dmy IV | ||||
Class A Common Stock from 380,000,000 Shares to | ||||
570,000,000 Shares of New Planet Class A Common | ||||
Stock and the Total Number of Authorized Shares | ||||
from 401,000,000 Shares to 631,500,000 Shares and | ||||
(ii) to Provide That the Number of Authorized | ||||
Shares of Any Class of Common Stock Or Preferred | ||||
Stock May be Increased Or Decreased (but Not | ||||
(due to Space Limits, See Proxy Statement for | ||||
Full Proposal). | Management | For | Voted - For | |
3A. | Advisory Charter Proposal A - Under the Proposed | |||
Charter, New Planet (as Defined in the Proxy | ||||
Statement/prospectus) Will be Authorized to Issue | ||||
631,500,000 Shares of Capital Stock (or 441,500,000 | ||||
Shares of Capital Stock in the Event Charter | ||||
Proposal B Does Not Pass), Consisting of (i) | ||||
570,000,000 Shares of New Planet Class A Common | ||||
Stock (or 380,000,000 Shares of New Planet Class A | ||||
Common Stock in the Event Charter Proposal B Does | ||||
Not Pass), Par Value $0.0001 Per Share, (ii) | ||||
30,000,000 Shares (due to Space Limits, See | ||||
Proxy Statement for Full Proposal). | Management | For | Voted - For | |
3B. | Advisory Charter Proposal B - Under the Proposed | |||
Charter, Holders of Shares of New Planet Class A | ||||
Common Stock Will be Entitled to Cast One Vote Per | ||||
Share of New Planet Class A Common Stock and | ||||
Holders of Shares of New Planet Class B Common | ||||
Stock Will be Entitled (prior to the Sunset Date, | ||||
As Defined in the Proxy Statement/prospectus) to | ||||
Cast 20 Votes Per Share of New Planet Class B | ||||
Common Stock on Each Matter Properly Submitted to | ||||
New Planet's Stockholders Entitled to Vote, As | ||||
Opposed To, Under (due to Space Limits, See | ||||
Proxy Statement for Full Proposal). | Management | For | Voted - For | |
3C. | Advisory Charter Proposal C - Under the Proposed | |||
Charter, Until the Sunset Date (as Defined in the | ||||
Proxy Statement/prospectus), Any Actions Required | ||||
to be Taken Or Permitted to be Taken by the | ||||
Stockholders of New Planet Class A Common Stock and | ||||
New Planet Class B Common Stock May be Taken by | ||||
Written Consent Signed by the Stockholders of New | ||||
Planet Having Not Less Than the Minimum Number of | ||||
Votes That Would be Necessary to Authorize Such | ||||
Action at A Meeting, As Opposed To, Under the | ||||
Current Charter, the (due to Space Limits, See | ||||
Proxy Statement for Full Proposal). | Management | For | Voted - For | |
3D. | Advisory Charter Proposal D - in Addition to Any | |||
Vote Required by Applicable Law, Heightened | ||||
Standards for Amendments of Certain Provisions in | ||||
the Proposed Charter Relating To: (i) Designations, | ||||
Powers, Privileges and Rights, and the | ||||
61 |
RiverPark Short Term High Yield Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | |
Qualifications, Limitations Or Restrictions in | ||||
Respect of Each Class of Capital Stock of New | ||||
Planet, (ii) Classification and Election of the New | ||||
Planet Board, (iii) Actions Taken by the | ||||
Stockholders of New Planet, (iv) Exculpation of | ||||
Personal (due to Space Limits, See Proxy | ||||
Statement for Full Proposal). | Management | For | Voted - For | |
3E. | Advisory Charter Proposal E - Under the Proposed | |||
Charter, New Planet Will No Longer be Governed by | ||||
Section 203 of the General Corporation Law of the | ||||
State of Delaware (the "dgcl") And, Instead, the | ||||
Proposed Charter Will Include A Provision That is | ||||
Substantially Similar to Section 203 of the Dgcl, | ||||
But Excludes Certain Parties' from the Definition | ||||
of "interested Stockholder," and Will Make Certain | ||||
Related Changes; However, New Planet's Election to | ||||
Opt Out of Section 203 of the (due to Space | ||||
Limits, See Proxy Statement for Full Proposal). | Management | For | Voted - For | |
3F. | Advisory Charter Proposal F - the Proposed Charter | |||
Will Also Include A Provision with Respect to | ||||
Corporate Opportunities, That Will Provide That | ||||
Each "identified Person" is Not Subject to the | ||||
Doctrine of Corporate Opportunity and Does Not Have | ||||
Any Fiduciary Duty to Refrain from Engaging | ||||
Directly Or Indirectly in the Same Or Similar | ||||
Business Activities Or Lines of Business As New | ||||
Planet Or Any of Its Subsidiaries, Subject to | ||||
Certain Limited Exceptions. | Management | For | Voted - For | |
3G. | Advisory Charter Proposal G - the Proposed Charter | |||
Designates New Planet As A Public Benefit | ||||
Corporation and Identifies Its Public Benefit As to | ||||
Accelerate Humanity Toward A More Sustainable, | ||||
Secure and Prosperous World by Illuminating | ||||
Environmental and Social Change As Opposed to the | ||||
Current Charter, Which Provides That Dmy IV's | ||||
Purpose is to Engage in Any Lawful Act Or Activity | ||||
for Which Corporations May be Organized Under the | ||||
Dgcl. | Management | For | Voted - For | |
3H. | Advisory Charter Proposal H - the Directors of New | |||
Planet Will be Classified Into Three Classes, with | ||||
Each Class Consisting, As Nearly As May be | ||||
Possible, of One Third of the Total Number of | ||||
Directors Constituting the Whole Board. Subject to | ||||
the Special Rights of the Holders of One Or More | ||||
Outstanding Series of Preferred Stock to Elect | ||||
Directors, (i) Until the Last Applicable Sunset | ||||
Date, A Director May be Removed from Office at Any | ||||
Time, with Or Without Cause and Only by the | (due | |||
to Space Limits, See Proxy Statement for Full | ||||
Proposal). | Management | For | Voted - For | |
4. | The Stock Issuance Proposal - to Consider and Vote | |||
Upon A Proposal to Approve, Assuming the Business | ||||
Combination Proposal and Charter Proposal A are | ||||
Approved and Adopted, for the Purposes of Complying | ||||
with the Applicable Listing Rules of the Nyse, the | ||||
Issuance of (x) Shares of Dmy IV Common Stock |
62
RiverPark Short Term High Yield Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
Pursuant to the Terms of the Merger Agreement and | |||||
(y) Shares of Dmy IV Class A Common Stock to | |||||
Certain Institutional Investors and Individuals | |||||
(the "pipe Investors") in Connection with the | |||||
(due to Space Limits, See Proxy Statement for | |||||
Full Proposal). | Management | For | Voted - For | ||
5. | The Incentive Plan Proposal - to Consider and Vote | ||||
Upon A Proposal to Approve, Assuming the Business | |||||
Combination Proposal, Charter Proposal A and the | |||||
Stock Issuance Proposal are Approved and Adopted, | |||||
the New Planet 2021 Incentive Award Plan (the | |||||
"incentive Plan"), A Copy of Which is Attached to | |||||
the Proxy Statement/prospectus As Annex D, | |||||
Including the Authorization of the Initial Share | |||||
Reserve Under the Incentive Plan (we Refer to This | |||||
Proposal As the "incentive Plan Proposal"). | Management | For | Voted - For | ||
6. | The Espp Proposal - to Consider and Vote Upon A | ||||
Proposal to Approve, Assuming the Business | |||||
Combination Proposal, Charter Proposal A, the Stock | |||||
Issuance Proposal and the Incentive Plan Proposal | |||||
are Approved and Adopted, the New Planet 2021 | |||||
Employee Stock Purchase Plan (the "espp"), A Copy | |||||
of Which is Attached to the Proxy | |||||
Statement/prospectus As Annex E, Including the | |||||
Authorization of the Initial Share Reserve Under | |||||
the Espp (we Refer to This Proposal As the "espp | |||||
Proposal"). | Management | For | Voted - For | ||
7. | The Adjournment Proposal - to Consider and Vote | ||||
Upon A Proposal to Approve the Adjournment of the | |||||
Special Meeting to A Later Date Or Dates, If | |||||
Necessary, to Permit Further Solicitation and Vote | |||||
of Proxies If, Based Upon the Tabulated Vote at the | |||||
Time of the Special Meeting, Any of the Business | |||||
Combination Proposal, Charter Proposal A, the Stock | |||||
Issuance Proposal, the Incentive Plan Proposal and | |||||
the Espp Proposal Would Not be Duly Approved and | |||||
Adopted by our Stockholders Or We Determine That | |||||
One (due to Space Limits, See Proxy Statement | |||||
for Full Proposal). | Management | For | Voted - For | ||
DUNE ACQUISITION CORPORATION | |||||
Security ID: 265334102 | Ticker: DUNE | ||||
Meeting Date: 14-Jun-22 | Meeting Type: Special | ||||
1. | Amend the Company's Amended and Restated | ||||
Certificate of Incorporation to Extend the Date by | |||||
Which the Company Must Consummate A Business | |||||
Combination from June 22, 2022 (the Date Which is | |||||
18 Months from the Closing Date of the Company's | |||||
Initial Public Offering(the "ipo")) to December 22, | |||||
2023 (the Date Which is 36 Months from the Closing | |||||
Date of the Ipo). | Management | For | Voted - For | ||
2. | A Proposal to Approve the Adjournment of the | ||||
Special Meeting to A Later Date Or Dates, If | |||||
63 |
RiverPark Short Term High Yield Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
Necessary Or Appropriate, to Permit Further | |||||
Solicitation and Vote of Proxies in the Event That | |||||
There are Insufficient Votes For, Or Otherwise in | |||||
Connection With, the Approval of the Extension | |||||
Amendment Proposal. | Management | For | Voted - For | ||
FIRSTMARK HORIZON ACQUISITION CORP. | |||||
Security ID: 33765Y101 | Ticker: FMAC | ||||
Meeting Date: 16-Mar-22 | Meeting Type: Special | ||||
1. | The Business Combination Proposal - to Consider and | ||||
Vote Upon A Proposal to Approve the Agreement and | |||||
Plan of Merger,dated As of October 6, 2021 (as | |||||
Amended from Time to Time, the "merger Agreement"), | |||||
by and Among Firstmark, Sirius Merger Sub Inc., A | |||||
Delaware Corporation and A Direct Wholly Owned | |||||
Subsidiary of Firstmark ("merger Sub"), Starry, | |||||
Inc., A Delaware Corporation ("starry") and Starry | |||||
Group Holdings, Inc., A Delaware Corporation and | |||||
Wholly Owned Direct Subsidiary of Starry (due to | |||||
Space Limits, See Proxy Material for Full Proposal). | Management | For | Voted - For | ||
2. | The Organizational Documents Proposal - to Approve | ||||
and Adopt the Proposed New Certificate of | |||||
Incorporation (the "proposed Charter") and Bylaws | |||||
(the "proposed Bylaws" And, Together with the | |||||
Proposed Charter, the "proposed Organizational | |||||
Documents") of New Starry As the Post-spac Merger | |||||
Company, Which Would Take Effect Substantially | |||||
Concurrently with the Effectiveness of the Spac | |||||
Merger (the "organizational Documents Proposal"). | Management | For | Voted - For | ||
3A. | The Advisory Organizational Document Proposal - | ||||
Approve and Adopt A Provision of the Proposed | |||||
Charter Providing That the Name of New Starry Will | |||||
be "starry Group Holdings,inc." | Management | For | Voted - For | ||
3B. | The Advisory Organizational Document Proposal - | ||||
Change the Corporate Purpose to One More | |||||
Appropriate for A Public Operating Company. | Management | For | Voted - For | ||
3C. | The Advisory Organizational Document Proposal - Set | ||||
the Number of Authorized Shares of Class A Common | |||||
Stock of New Starry, Par Value $0.0001 Per Share | |||||
("new Starry Class A Common Stock"), to | |||||
800,000,000, the Number of Authorized Shares of | |||||
Class X Common Stock, Par Value $0.0001 Per Share | |||||
("new Starry Class X Common Stock"), to 50,000,000 | |||||
and the Number of Authorized Shares of New Starry | |||||
Preferred Stock to 10,000,000. | Management | For | Voted - For | ||
3D. | The Advisory Organizational Document Proposal - | ||||
Provide That Holders of New Starry Class A Common | |||||
Stock Will be Entitled to One Vote Per Share of New | |||||
Starry Class A Common Stock and Holders of New | |||||
Starry Class X Common Stock Will (i) Prior to the | |||||
Sunset Date (as Defined in the Section Entitled | |||||
"selected Definitions"), be Entitled to Cast Twenty | |||||
Votes Per Share and (ii) on the Sunset Date, Each | |||||
64 |
RiverPark Short Term High Yield Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | |
Share of New Starry Class X Common Stock Will | ||||
Automatically Convert Into One Share (due to | ||||
Space Limits, See Proxy Material for Full Proposal). | Management | For | Voted - For | |
3E. | The Advisory Organizational Document Proposal - | |||
Provide That Directors May be Removed with Or | ||||
Without Cause Under Varying Circumstances. | Management | For | Voted - For | |
3F. | The Advisory Organizational Document Proposal - | |||
Provide That Certain Transactions are Not | ||||
"corporate Opportunities" and That the Identified | ||||
Persons (as Defined in the Proposed Charter) are | ||||
Not Subject to the Doctrine of Corporate | ||||
Opportunity and Such Identified Persons Do Not Have | ||||
Any Fiduciary Duty to Refrain from Engaging | ||||
Directly Or Indirectly in the Same Or Similar | ||||
Business Activities Or Lines of Business As New | ||||
Starry Or Any of Its Subsidiaries. | Management | For | Voted - For | |
3G. | The Advisory Organizational Document Proposal - | |||
Provide That New Starry Will Not be Governed by | ||||
Section 203 of the Dgcl And, Instead, Include A | ||||
Provision in the Proposed Charter That is | ||||
Substantially Similar to Section 203 of the Dgcl, | ||||
and Acknowledge That Certain Stockholders Cannot be | ||||
"interested Stockholders" (as Defined in Proposed | ||||
Charter); Provided That the Restrictions on | ||||
Business Combinations Will Apply for Twelve Months | ||||
Following the Date the Proposed Charter is Filed. | Management | For | Voted - For | |
3H. | The Advisory Organizational Document Proposal - | |||
Provide That Until the Sunset Date, Any Action | ||||
Required Or Permitted to be Taken by the | ||||
Stockholders of New Starry May be Effected at A | ||||
Duly Called Annual Or Special Meeting of | ||||
Stockholders Or, Except As Otherwise Required by | ||||
Applicable Law Or the Proposed Charter, be Taken | ||||
Without A Meeting, by Written Consent and That | ||||
Following the Sunset Date, Any Action Required Or | ||||
Permitted to be Taken by the Stockholders of New | ||||
Starry Must be Effected at (due to Space Limits, | ||||
See Proxy Material for Full Proposal). | Management | For | Voted - For | |
3I. | The Advisory Organizational Document Proposal - | |||
Increase the Required Voting Thresholds for | ||||
Approving Any Amendments to the Proposed Bylaws to | ||||
662/3%. | Management | For | Voted - For | |
3J. | The Advisory Organizational Document Proposal - | |||
Increase the Required Voting Thresholds for | ||||
Approving Certain Amendments to the Proposed | ||||
Charter to 662/3%. | Management | For | Voted - For | |
3K. | The Advisory Organizational Document Proposal - | |||
Eliminate Various Provisions Applicable Only to | ||||
Blank Check Companies. | Management | For | Voted - For | |
4. | The Exchange Proposal - to Consider and Vote Upon A | |||
Proposal to Approve, for the Purposes of Complying | ||||
with the Applicable Listing Rules of the New York | ||||
Stock Exchange, the Issuance of (i) Shares of New | ||||
Starry Class A Common Stock and New Starry Class X | ||||
Common Stock Pursuant to the Terms of the Merger | ||||
Agreement, (ii) Shares of New Starry Class A Common |
65
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Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
Stock to the Pipe Investors (as Defined in the | |||||
Proxy Statement/prospectus) Pursuant to the Pipe | |||||
Subscription Agreements (as Defined (due to | |||||
Space Limits, See Proxy Material for Full Proposal). | Management | For | Voted - For | ||
5. | The Equity Incentive Plan Proposal - to Approve on | ||||
A Non-binding Advisory Basis the Equity Incentive | |||||
Plan, A Copy of Which is Attached to the Proxy | |||||
Statement/prospectus As Annex J (the "equity | |||||
Incentive Plan Proposal"). | Management | For | Voted - For | ||
6. | The Espp Proposal - to Approve on A Non- Binding | ||||
Advisory Basis the Espp, A Copy of Which is | |||||
Attached to the Proxy Statement/prospectus As Annex | |||||
K (the "espp Proposal"). | Management | For | Voted - For | ||
7. | The Adjournment Proposal - to Consider and Vote | ||||
Upon A Proposal to Approve the Adjournment of the | |||||
Special Meeting to A Later Date Or Dates, If | |||||
Necessary, to Permit Further Solicitation and Vote | |||||
of Proxies If, Based Upon the Tabulated Vote at the | |||||
Time of the Special Meeting, Any of the Condition | |||||
Precedent Proposals Would Not be Duly Approved and | |||||
Adopted by our Stockholders Or We Determine That | |||||
One Or More of the Closing Conditions Under the | |||||
Merger Agreement is Not Satisfied Or Waived (the | |||||
"adjournment Proposal"). | Management | For | Voted - For | ||
FORESIGHT ACQUISITION CORP. | |||||
Security ID: 34552Y106 | Ticker: FORE | ||||
Meeting Date: 03-Dec-21 | Meeting Type: Special | ||||
1. | The Business Combinations Proposal - to Approve and | ||||
Adopt the Agreement and Plan of Merger, Dated As of | |||||
May 25, 2021 (as It May be Amended Or Restated from | |||||
Time to Time, the "merger Agreement), by and Among | |||||
Foresight, P3 Health Group Holdings, Llc ("p3") and | |||||
Fac Merger Sub Llc ("p3 Llc") and the Transaction | |||||
and Combination Agreement, Dated As of May 25, 2021 | |||||
(as It May be Amended Or Restated from Time to | |||||
Time, the "transaction and Combination Agreement") | |||||
Among Foresight and the Blocker (due to Space | |||||
Limits, See Proxy Statement for Full Proposal). | Management | For | Voted - For | ||
2. | The Charter Amendment Proposal - to Approve and | ||||
Adopt the Proposed Second Amended and Restated | |||||
Certificate of Incorporation of Foresight Attached | |||||
As Annex C to the Proxy Statement (the "proposed | |||||
Charter"). | Management | For | Voted - For | ||
3. | The Bylaw Amendment Proposal - to Approve | ||||
Amendments to Foresight's Bylaws, in the Form of | |||||
the Amended and Restated Bylaws Attached As Annex D | |||||
to the Proxy Statement (the "proposed Bylaws"). | Management | For | Voted - For | ||
4A. | Advisory Governance Proposal 4a - to Increase the | ||||
Number of Authorized Shares of Class A Common Stock | |||||
from 200,000,000 to 800,000,000 and Increase the | |||||
Number of Authorized Shares of Preferred Stock from | |||||
1,000,000 to 10,000,000. | Management | For | Voted - For | ||
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RiverPark Short Term High Yield Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | |
4B. | Advisory Governance Proposal 4b - to Create A New | |||
Class of Capital Stock, Class V Common Stock, Which | ||||
Will Carry Certain Voting Rights But No Economic | ||||
Rights, and Set the Number of Authorized Shares of | ||||
Class V Common Stock to 205,000,000. | Management | For | Voted - For | |
4C. | Advisory Governance Proposal 4c - to Provide That | |||
the Post- Combination Company Renounces All | ||||
Interest and Expectancy That the Post-combination | ||||
Company Would be Entitled to Have In, and All | ||||
Rights to be Offered an Opportunity to Participate | ||||
In, Any Business Opportunity That from Time to Time | ||||
May be Presented to Foresight Sponsor Group, Llc | ||||
and Chicago Pacific Founders Or Their Affiliates | ||||
(other Than the Post-combination Company and Its | ||||
Subsidiaries), and Any of Their Respective | ||||
Principals, (due to Space Limits, See Proxy | ||||
Statement for Full Proposal). | Management | For | Voted - For | |
4D. | Advisory Governance Proposal 4d - to Provide for | |||
Certain Additional Changes, Including, Among Other | ||||
Things, (i) Changing the Corporate Name from | ||||
"foresight Acquisition Corp." to "p3 Health | ||||
Partners Inc.", (ii) Making the Post-combination | ||||
Company's Corporate Existence Perpetual, and (iii) | ||||
Removing Certain Provisions Related to Foresight's | ||||
Status As A Blank Check Company That Will No Longer | ||||
be Applicable Upon Consummation of the Business | ||||
Combinations, All of Which (due to Space Limits, | ||||
See Proxy Statement for Full Proposal). | Management | For | Voted - For | |
4E. | Advisory Governance Proposal 4e - to Modify the | |||
Forum Selection Provision to Designate the U.S. | ||||
Federal District Courts As the Exclusive Forum for | ||||
Claims Arising Under the Securities Act and Provide | ||||
That the Forum Selection Provision Will Not Apply | ||||
to Claims Seeking to Enforce Any Liability Or Duty | ||||
Created by the Exchange Act. | Management | For | Voted - For | |
4F. | Advisory Governance Proposal 4f - to Update the | |||
Advance Notice Requirements for Stockholder | ||||
Proposals and Nominations to Require Enhanced | ||||
Disclosure About Both the Proposing Stockholder and | ||||
the Nominee, Including Director Questionnaires, | ||||
Disclosures of Voting Commitments and Compensation | ||||
Arrangements, Representations That Any Nominee Will | ||||
Comply with All Post- Combination Company Board | ||||
Policies and Enhanced Disclosure of Derivative and | ||||
Synthetic Ownership Interests. | Management | For | Voted - For | |
4G. | Advisory Governance Proposal 4g - to Provide That | |||
Special Meetings of Stockholders May be Called by | ||||
the Chairman of the Post- Combination Company Board | ||||
Or A Majority of the Whole Board. | Management | For | Voted - For | |
4H. | Advisory Governance Proposal 4h - to Change the | |||
Required Vote for Stockholder Approval in Order to | ||||
Alter, Amend Or Repeal the Bylaws from the | ||||
Affirmative Vote of A Majority of the Voting Power | ||||
of All Outstanding Shares of Capital Stock of the | ||||
Post- Combination Company Entitled to Vote | ||||
Generally in the Election of Directors, Voting | ||||
67 |
RiverPark Short Term High Yield Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
Together As A Single Class, to at Least Sixty-six | |||||
and Two- Thirds Percent (66 2/3%) of the Voting | |||||
Power of All of the Outstanding Voting Stock of the | |||||
Post- Combination Company Entitled to Vote. | Management | For | Voted - For | ||
5. | Nasdaq Proposal - to Approve, in Connection with | ||||
the Business Combinations, for Purposes of | |||||
Complying with Applicable Listing Rules of the | |||||
Nasdaq Capital Market: the Issuance of (i) Shares | |||||
of Class A Common Stock to the Blocker Sellers in | |||||
the Transactions Contemplated by the Transaction | |||||
and Combination Agreement and (ii) Shares of Class | |||||
V Common Stock to the P3 Equityholders Who | |||||
Subscribe for Shares of Class V Common Stock in the | |||||
P3 Equityholders Subscription, with the Number of | |||||
Such (due to Space Limits, See Proxy Statement | |||||
for Full Proposal). | Management | For | Voted - For | ||
6. | 2021 Plan Proposal - to Approve the P3 Health | ||||
Partners Inc. 2021 Incentive Award Plan. | Management | For | Voted - For | ||
7. | Stockholder Adjournment Proposal - to Approve the | ||||
Adjournment of the Special Meeting of Stockholders | |||||
to A Later Date Or Dates, If Necessary Or | |||||
Appropriate, to Permit Further Solicitation and | |||||
Vote of Proxies in the Event That There are | |||||
Insufficient Votes For, Or Otherwise in Connection | |||||
With, the Approval of Any of the Stockholder | |||||
Proposals. | Management | For | Voted - For | ||
FUSION ACQUISITION CORP. | |||||
Security ID: 36118H105 | Ticker: FUSE | ||||
Meeting Date: 21-Sep-21 | Meeting Type: Special | ||||
1. | The Business Combination Proposal - to Consider and | ||||
Vote Upon A Proposal to Approve the Agreement and | |||||
Plan of Merger, Dated As of February 11, 2021 (as | |||||
May be Amended And/or Restated from Time to Time, | |||||
the "merger Agreement"), by and Among Fusion | |||||
Acquisition Corp. ("fusion"), Ml Merger Sub Inc., A | |||||
Delaware Corporation and A Wholly- Owned Subsidiary | |||||
of Fusion ("merger Sub"), and Moneylion Inc., A | |||||
Delaware Corporation ("moneylion"); and the | |||||
Transactions Contemplated Thereby, Pursuant to | |||||
Which (due to Space Limits, See Proxy Statement | |||||
for Full Proposal). | Management | For | Voted - For | ||
2A. | The Charter Proposal - A Proposal to Approve and | ||||
Adopt, Assuming the Business Combination Proposal | |||||
is Approved and Adopted, the A&r Charter, Which, If | |||||
Approved, Would Take Effect Upon the Closing (we | |||||
Refer to This Proposal As "charter Proposal A"). | Management | For | Voted - For | ||
2B. | The Charter Proposal - A Proposal to Approve and | ||||
Adopt, Assuming the Business Combination Proposal | |||||
and Charter Proposal A are Approved and Adopted, an | |||||
Amendment to the A&r Charter to Increase the Number | |||||
of Authorized Shares of Class A Common Stock, Par | |||||
Value $0.0001 Per Share, of New Moneylion (the "new | |||||
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Proposal | Proposed by | Mgt. Position | Registrant Voted | |
Moneylion Class A Common Stock") from 380,000,000 | ||||
to 2,000,000,000 and the Total Number of Authorized | ||||
Shares from 401,000,000 to 2,200,000,000, Which, If | ||||
Approved, Would Take (due to Space Limits, See | ||||
Proxy Statement for Full Proposal). | Management | For | Voted - For | |
3A. | Advisory Charter Proposal 3a - to Provide That New | |||
Moneylion Will Have Authorized Capital Stock of | ||||
2,200,000,000 Shares, Consisting of 2,000,000,000 | ||||
Shares of Class A Common Stock, Par Value $0.0001 | ||||
Per Share (the "new Moneylion Class A Common | ||||
Stock") and 200,000,000 Shares of Preferred Stock, | ||||
Par Value $0.0001 Per Share, As Opposed to Fusion | ||||
Having Authorized Capital Stock of 401,000,000 | ||||
Shares, Consisting of 380,000,000 Shares of Fusion | ||||
Class A Common Stock, 20,000,000 Shares of | (due | |||
to Space Limits, See Proxy Statement for Full | ||||
Proposal). | Management | For | Voted - For | |
3B. | Advisory Charter Proposal 3b - to Provide That | |||
Directors of New Moneylion May be Removed from | ||||
Office Only for Cause and Only with the Affirmative | ||||
Vote of the Holders of at Least 66 2/3% of the | ||||
Voting Power of the Outstanding Shares of Stock of | ||||
New Moneylion. | Management | For | Voted - For | |
3C. | Advisory Charter Proposal 3c - to Change the | |||
Stockholder Vote Required to Amend Certain | ||||
Provisions of the Proposed Charter. | Management | For | Voted - For | |
3D. | Advisory Charter Proposal 3d - to Change the | |||
Stockholder Vote Required to Amend the Amended and | ||||
Restated Bylaws of New Moneylion (the "proposed | ||||
Bylaws"). | Management | For | Voted - For | |
3E. | Advisory Charter Proposal 3e - to Prohibit | |||
Stockholders from Acting by Written Consent by | ||||
Specifying That Any Action Required Or Permitted to | ||||
be Taken by Stockholders Must be Effected by A Duly | ||||
Called Annual Or Special Meeting and May Not be | ||||
Effected by Written Consent. | Management | For | Voted - For | |
3F. | Advisory Charter Proposal 3f - to Provide for | |||
Certain Additional Changes, Including, Among Other | ||||
Things, (i) Changing the Post- Business Combination | ||||
Company's Corporate Name from "fusion Acquisition | ||||
Corp." to "moneylion Inc." and Making the Company's | ||||
Corporate Existence Perpetual and (ii) Removing | ||||
Certain Provisions Related to our Status As A Blank | ||||
Check Company That Will No Longer Apply Upon | ||||
Consummation of the Business Combination, All of | ||||
Which our Board of Directors Believes are (due | ||||
to Space Limits, See Proxy Statement for Full | ||||
Proposal). | Management | For | Voted - For | |
4. | The Stock Issuance Proposal - to Consider and Vote | |||
Upon A Proposal to Approve, Assuming the Business | ||||
Combination Proposal and the Charter Proposals are | ||||
Approved and Adopted, for the Purposes of Complying | ||||
with the Applicable Listing Rules of the Nyse, the | ||||
Issuance of (x) Shares of Fusion Class A Common | ||||
Stock Pursuant to the Terms of the Merger Agreement | ||||
and (y) Shares of Fusion Class A Common Stock to | ||||
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RiverPark Short Term High Yield Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
Certain Institutional Investors (the "pipe | |||||
Investors") in Connection with the Private | |||||
Placement. | Management | For | Voted - For | ||
5. | The Incentive Plan Proposal - to Consider and Vote | ||||
Upon A Proposal to Approve, Assuming the Business | |||||
Combination Proposal, the Charter Proposals and the | |||||
Stock Issuance Proposal are Approved and Adopted, | |||||
the Moneylion Inc. Incentive Plan (the "incentive | |||||
Plan"), Including the Authorization of the Initial | |||||
Share Reserve Under the Incentive Plan. | Management | For | Voted - For | ||
6. | The Espp Proposal - to Consider and Vote Upon A | ||||
Proposal to Approve, Assuming the Business | |||||
Combination Proposal, the Charter Proposals, the | |||||
Stock Issuance Proposal and the Incentive Plan | |||||
Proposal are Approved and Adopted, the Moneylion | |||||
Inc. Employee Stock Purchase Plan (the "espp"), | |||||
Including the Authorization of the Initial Share | |||||
Reserve Under the Espp. | Management | For | Voted - For | ||
7. | The Adjournment Proposal - to Consider and Vote | ||||
Upon A Proposal to Approve the Adjournment of the | |||||
Special Meeting to A Later Date Or Dates, If | |||||
Necessary, to Permit Further Solicitation and Vote | |||||
of Proxies If, Based Upon the Tabulated Vote at the | |||||
Time of the Special Meeting, Any of the Business | |||||
Combination Proposal, the Charter Proposals, the | |||||
Stock Issuance Proposal, the Incentive Plan | |||||
Proposal and the Espp Proposal (together the | |||||
"condition Precedent Proposals") Would Not be Duly | |||||
Approved and (due to Space Limits, See Proxy | |||||
Statement for Full Proposal). | Management | For | Voted - For | ||
GALILEO ACQUISITION CORP. | |||||
Security ID: G3770A102 Ticker: GLEO | |||||
Meeting Date: 28-Sep-21 | Meeting Type: Special | ||||
1. | The Domestication Proposal - to Consider and Vote | ||||
Upon A Proposal by Special Resolution to (a) Change | |||||
the Domicile of Galileo Pursuant to A Transfer by | |||||
Way of Continuation of an Exempted Company Out of | |||||
the Cayman Islands and A Domestication Into the | |||||
State of Delaware As A Corporation (the | |||||
"domestication"). the Domestication Will be | |||||
Effected Immediately Prior to the Consummation of | |||||
the Business Combination (as Defined Below) by | |||||
Galileo Filing A Certificate of Corporate | (due | ||||
to Space Limits, See Proxy Statement for Full | |||||
Proposal). | Management | For | Voted - For | ||
2. | The Business Combination Proposal - to Consider and | ||||
Vote Upon A Proposal by Ordinary Resolution to | |||||
Approve the Agreement and Plan of Merger and | |||||
Reorganization, Dated As of April 28, 2021 (as | |||||
Amended Or Supplemented from Time to Time, the | |||||
"merger Agreement"), by and Among Galileo | |||||
Acquisition Corp. ("galileo"), Galileo Acquisition | |||||
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Proposal | Proposed by | Mgt. Position | Registrant Voted | |
Holdings Inc., A Delaware Corporation and A | ||||
Wholly-owned Subsidiary of Galileo ("merger Sub"), | ||||
Galileo Founders Holdings, L.p., A Delaware Limited | ||||
Partnership (the (due to Space Limits, See | ||||
Proxy Statement for Full Proposal). | Management | For | Voted - For | |
3. | The Charter Proposal - to Consider and Vote on A | |||
Proposal by Special Resolution to Approve, in | ||||
Connection with the Business Combination, the | ||||
Replacement of Galileo's Amended and Restated | ||||
Memorandum and Articles of Association (the | ||||
"current Charter") with the Proposed New | ||||
Certificate of Incorporation (the "proposed | ||||
Charter") of Galileo, in the Form Appended to the | ||||
Joint Proxy Statement/consent Solicitation | ||||
Statement/prospectus As Annex A, to be Effective | ||||
Upon the Domestication. "resolved, (due to Space | ||||
Limits, See Proxy Statement for Full Proposal). | Management | For | Voted - For | |
4. | Advisory Organizational Document Proposal 4 - to | |||
Approve and Adopt Provisions in the Proposed | ||||
Charter, Which Will Amend and Replace the Current | ||||
Charter If the Charter Proposal is Approved, | ||||
Requiring the Affirmative Vote of the Holders of at | ||||
Least 66 2/3% of the Voting Power of All the Then | ||||
Outstanding Shares of Stock of the Company Entitled | ||||
to Vote to Remove A Director for Cause. | Management | For | Voted - For | |
5. | Advisory Organizational Document Proposal 5 - to | |||
Approve and Adopt Provisions in the Proposed | ||||
Charter, Which Will Amend and Replace the Current | ||||
Charter If the Charter Proposal is Approved, | ||||
Providing That (i) Special Meetings of Stockholders | ||||
for Any Purpose Or Purposes May be Called at Any | ||||
Time by the Majority of the Combined Company Board, | ||||
the Chairman of the Combined Company Board Or the | ||||
Chief Executive Officer of the Combined Company, | ||||
and May Not be Called by Another Other Person Or | ||||
Persons and (due to Space Limits, See Proxy | ||||
Statement for Full Proposal). | Management | For | Voted - For | |
6. | Advisory Organizational Document Proposal 6 - to | |||
Approve and Adopt Provisions in the Proposed | ||||
Charter, Which Will Amend and Replace the Current | ||||
Charter If the Charter Proposal is Approved, | ||||
Providing Adopting Delaware As the Exclusive Forum | ||||
for Certain Shareholder Litigation. | Management | For | Voted - For | |
7. | Advisory Organizational Document Proposal 7 - to | |||
Approve and Adopt Provisions in the Proposed | ||||
Charter, Which Will Amend and Replace the Current | ||||
Charter If the Charter Proposal is Approved, | ||||
Changing the Post- Business Combination Company's | ||||
Corporate Name from "galileo Acquisition Corp." to | ||||
"shapeways Holdings, Inc.". | Management | For | Voted - For | |
8. | Advisory Organizational Document Proposal 8 - to | |||
Approve and Adopt Provisions in the Proposed | ||||
Charter, Which Will Amend and Replace the Current | ||||
Charter If the Charter Proposal is Approved, to | ||||
Remove Certain Provisions Related to Galileo's | ||||
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Proposal | Proposed by | Mgt. Position | Registrant Voted | |
Status As A Blank Check Company That Will No Longer | ||||
Apply Upon Consummation of the Business Combination. | Management | For | Voted - For | |
9. | Advisory Organizational Document Proposal 9 - to | |||
Approve and Adopt Provisions in the Proposed | ||||
Charter, Which Will Amend and Replace the Current | ||||
Charter If the Charter Proposal is Approved, | ||||
Increasing the Total Number of Authorized Shares of | ||||
All Classes of Stock to 130,000,000 Shares, Each | ||||
with A Par Value of $.0001 Per Share, Consisting of | ||||
(i) 120,000,000 Shares of Common Stock, and (ii) | ||||
10,000,000 Shares of Preferred Stock." | Management | For | Voted - For | |
10. | The Share Escrow Amendment Proposal - to Consider | |||
and Vote on A Proposal by Ordinary Resolution to | ||||
Approve an Amendment, in the Form Appended to the | ||||
Joint Proxy Statement/consent Solicitation | ||||
Statement/prospectus As Annex D, to the Share | ||||
Escrow Agreement Entered Into at the Time of | ||||
Galileo's Initial Public Offering, Effected by the | ||||
Filing with the Securities and Exchange Commission | ||||
of the Prospectus Contained in the Registration | ||||
Statement on Form S-1 (file No. 333-234049), the | ||||
Sponsor and the (due to Space Limits, See Proxy | ||||
Statement for Full Proposal). | Management | For | Voted - For | |
11. | The Nyse Proposal - to Consider and Vote on A | |||
Proposal by Ordinary Resolution to Approve, for | ||||
Purposes of Complying with the Applicable | ||||
Provisions of Nyse Listing Rule 312.03, the | ||||
Issuance of (a) Shares of Common Stock of the | ||||
Combined Company to the Pipe Investors, Pursuant to | ||||
the Pipe Investment (each As Defined in the Joint | ||||
Proxy Statement/consent Solicitation | ||||
Statement/prospectus), and (b) Shares of Galileo | ||||
Stock to the Shapeways Stockholders Pursuant to the | ||||
Merger Agreement. (due to Space Limits, See | ||||
Proxy Statement for Full Proposal). | Management | For | Voted - For | |
12. | The Incentive Plan Proposal - to Consider and Vote | |||
on A Proposal by Ordinary Resolution to Approve the | ||||
Shapeways Holdings, Inc. 2021 Equity Incentive | ||||
Plan, in the Form Appended to the Joint Proxy | ||||
Statement/consent Solicitation Statement/prospectus | ||||
As Annex E. "resolved, As an Ordinary Resolution, | ||||
That the Shapeways Holdings, Inc. 2021 Equity | ||||
Incentive Plan, the Form of Which is Appended to | ||||
the Joint Proxy Statement/consent Solicitation | ||||
Statement/prospectus in Respect of the Meeting As | ||||
Annex E, be Approved and Adopted in All Respects." | Management | For | Voted - For | |
13. | The Employment Stock Purchase Plan Proposal - to | |||
Consider and Vote on A Proposal by Ordinary | ||||
Resolution to Approve the Shapeways Holdings, Inc. | ||||
2021 Employee Stock Purchase Plan, in the Form | ||||
Appended to the Joint Proxy Statement/consent | ||||
Solicitation Statement/prospectus As Annex F. | ||||
"resolved, As an Ordinary Resolution, That the | ||||
Shapeways Holdings, Inc. 2021 Employee Stock | ||||
Purchase Plan, the Form of Which is Appended to the | ||||
Joint Proxy Statement/consent Solicitation | ||||
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Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
Statement/ (due to Space Limits, See Proxy | |||||
Statement for Full Proposal). | Management | For | Voted - For | ||
14.1 | Director: Josh Wolfe | Management | For | Voted - For | |
14.2 | Director: Greg Kress | Management | For | Voted - For | |
14.3 | Director: Robert Jan Galema | Management | For | Voted - For | |
14.4 | Director: Patrick S. Jones | Management | For | Voted - For | |
14.5 | Director: Alberto Recchi | Management | For | Voted - For | |
14.6 | Director: Ryan Kearny | Management | For | Voted - For | |
15. | The Adjournment Proposal - to Consider and Vote | ||||
Upon A Proposal by Ordinary to Adjourn the Meeting | |||||
to A Later Date Or Dates, If Necessary, to Permit | |||||
Further Solicitation and Vote of Proxies If It is | |||||
Determined by the Galileo Board That More Time is | |||||
Necessary Or Appropriate to Approve One Or More | |||||
Proposals at the Meeting. "resolved, As an Ordinary | |||||
Resolution, That the Adjournment of the Meeting to | |||||
A Later Date Or Dates, If Necessary, be Determined | |||||
by the Chairman of the Meeting to (due to Space | |||||
Limits, See Proxy Statement for Full Proposal). | Management | For | Voted - For | ||
GIGCAPITAL4, INC. | |||||
Security ID: 37518G101 | Ticker: GIG | ||||
Meeting Date: 03-Dec-21 | Meeting Type: Special | ||||
1. | To Approve and Adopt the Agreement and Plan of | ||||
Merger Dated June 4, 2021, As Amended on August 6, | |||||
2021, and As It May be Further Amended from Time to | |||||
Time, the ("merger Agreement") by and Among the | |||||
Company, Gigcapital4 Merger Sub Corporation, A | |||||
Delaware Corporation ("merger Sub"), Bigbear.ai | |||||
Holdings, Llc, A Delaware Limited Liability Company | |||||
("bigbear"), and Bbai Ultimate Holdings, Llc, A | |||||
Delaware Limited Liability Company, A Copy of Which | |||||
is Attached to the Proxy Statement As Annex A, and | |||||
Approve the Transactions Contemplated Thereby. | Management | For | Voted - For | ||
2. | To Approve, for Purposes of Complying with | ||||
Applicable Nasdaq Listing Rules, the Issuance of | |||||
More Than 20% of the Company's Outstanding | |||||
Gigcapital4 Common Stock in Connection with the | |||||
Business Combination and the Convertible Note | |||||
Subscription Agreements, Including Up to | |||||
123,710,000 Shares of Gigcapital4 Common Stock to | |||||
Ultimate As the Sole Equity Holder of Bigbear, and | |||||
17,391,304 Shares of Gigcapital4 Common Stock Upon | |||||
Conversion of the Convertible Notes. | Management | For | Voted - For | ||
3. | To Consider and Vote Upon A Proposal to Amend the | ||||
Company's Current Amended and Restated Certificate | |||||
of Incorporation (the "charter") to Provide for the | |||||
Classification of our Board of Directors (our | |||||
"board") Into Three Classes of Directors with | |||||
Staggered Terms of Office and to Make Certain | |||||
Related Changes. | Management | For | Voted - For | ||
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Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
4. | To Consider and Vote Upon A Proposal to Amend the | ||||
Company's Charter to Provide for Certain Additional | |||||
Changes, Including But Not Limited to Changing the | |||||
Company's Name from "gigcapital4, Inc." to | |||||
"bigbear.ai Holdings, Inc." and Eliminating Certain | |||||
Provisions Specific to our Status As A Blank Check | |||||
Company. | Management | For | Voted - For | ||
5A. | To Approve the Bigbear.ai Holdings, Inc. 2021 | ||||
Long-term Incentive Plan (the "2021 Plan"), | |||||
Including the Authorization of the Initial Share | |||||
Reserve Under the 2021 Plan. | Management | For | Voted - For | ||
5B. | To Approve the Bigbear.ai Holdings, Inc. 2021 | ||||
Employee Stock Purchase Plan (the "2021 Espp"), | |||||
Including the Authorization of the Initial Share | |||||
Reserve Under the 2021 Espp. | Management | For | Voted - For | ||
6. | To Elect, Effective at Closing, Eleven Directors to | ||||
Serve Staggered Terms on our Board of Directors | |||||
Until the 2022, 2023 and 2024 Annual Meetings of | |||||
Stockholders, Respectively, and Until Their | |||||
Respective Successors are Duly Elected and | |||||
Qualified. | Management | For | Voted - For | ||
7. | To Approve, If Necessary the Adjournment of the | ||||
Special Meeting to A Later Date Or Dates to Permit | |||||
Further Solicitation and Votes of Proxies in the | |||||
Event There are Insufficient Votes For, Or | |||||
Otherwise in Connection With, the Approval of the | |||||
Business Combination Proposal, the Nasdaq Stock | |||||
Issuance Proposal, the Charter Amendment Proposals, | |||||
the Equity Plans Proposals Or the Election of | |||||
Directors Proposal. This Proposal Will Only be | |||||
Presented at the Special Meeting If There are Not | |||||
Sufficient Votes to Approve the Proposals. | Management | For | Voted - For | ||
GLOBAL SPAC PARTNERS CO. | |||||
Security ID: G3934K103 Ticker: GLSPT | |||||
Meeting Date: 11-Apr-22 | Meeting Type: Special | ||||
1) | The Extension Amendment Proposal - to Amend, by Way | ||||
of Special Resolution, the Amended and Restated | |||||
Memorandum and Articles of Association of Global | |||||
Spac Partners Co. ("global") to Extend the Date by | |||||
Which Global Has to Consummate A Business | |||||
Combination from April 13, 2022 to July 13, 2022 | |||||
(or Such Earlier Date As Determined by Global's | |||||
Board of Directors). | Management | For | Voted - For | ||
2) | The Adjournment Proposal - to Instruct the Chairman | ||||
of the Extraordinary General Meeting to Adjourn the | |||||
Extraordinary General Meeting of Global | |||||
Shareholders to A Later Date Or Dates, If | |||||
Necessary, to Permit Further Solicitation and Vote | |||||
of Proxies If, Based Upon the Tabulated Vote at the | |||||
Time of the Special Meeting, There are Not | |||||
Sufficient Votes to Approve the Extension Amendment | |||||
Proposal. | Management | For | Voted - For |
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RiverPark Short Term High Yield Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
GLOBIS ACQUISITION CORP. | |||||
Security ID: 379582109 | Ticker: GLAQ | ||||
Meeting Date: 07-Jun-22 | Meeting Type: Special | ||||
1. | To Consider and Vote Upon, on A Non-binding | ||||
Advisory Basis, A Proposal to Change the Corporate | |||||
Structure and Jurisdiction of Incorporation of | |||||
Globis Nevada by Way of Continuation, an Alteration | |||||
of Its Authorized and Issued Share Capital and Re- | |||||
Registration from A Nevada Corporation to A Public | |||||
Company Limited by Shares Incorporated Under the | |||||
Laws of Gibraltar to be Known As "forafric Global | |||||
PLC" ("new Forafric"). | Management | For | Voted - For | ||
2. | To Consider and Vote Upon A Proposal to Approve and | ||||
Adopt (a) the Merger of Globis with and Into Merger | |||||
Sub, with Merger Sub Surviving (the "merger"), and | |||||
(b) the Appointment of an Agent to Act on Behalf of | |||||
Globis Stockholders Such That, Subject to and | |||||
Immediately Following the Completion of the Merger, | |||||
the Agent Will Exchange the Issued and Outstanding | |||||
Shares of Common Stock of Merger Sub Issued | |||||
Pursuant to the Merger, on A One-for-one Basis, for | |||||
Ordinary Shares of New Forafric. | Management | For | Voted - For | ||
3. | To Consider and Vote Upon A Proposal to Approve the | ||||
Business Combination Agreement, Entered Into As of | |||||
December 19, 2021 (as Amended Or Supplemented from | |||||
Time to Time, the "business Combination | |||||
Agreement"), by and Among Globis, Lighthouse | |||||
Capital Limited ("seller"), Forafric Agro Holdings | |||||
Limited ("fahl") and Globis Nevada, and the | |||||
Transactions Contemplated by the Business | |||||
Combination Agreement. | Management | For | Voted - For | ||
4. | To Consider and Vote Upon the Approval of the | ||||
Equity Incentive Plan. | Management | For | Voted - For | ||
5.1 | Director: Saad Bendidi | Management | For | Voted - For | |
5.2 | Director: Julien Benitah | Management | For | Voted - For | |
5.3 | Director: Franco Cassar | Management | For | Voted - For | |
5.4 | Director: James Lasry | Management | For | Voted - For | |
5.5 | Director: Paul Packer | Management | For | Voted - For | |
5.6 | Director: Ira Greenstein | Management | For | Voted - For | |
5.7 | Director: Rachel Bitan | Management | For | Voted - For | |
6. | To Consider and Vote Upon the Terms of the Proposed | ||||
Organizational Documents of New Forafric, Including | |||||
Authorization of the Change in Authorized Share | |||||
Capital As Indicated Therein and the Change of Name | |||||
of Globis to "forafric Global PLC" Assuming the | |||||
Business Combination Proposal and the Merger and | |||||
Exchange Proposal are Approved and Adopted. | Management | For | Voted - For | ||
7a. | To Acknowledge and Agree to the Change in the | ||||
Authorized Capital Stock of Globis from (i) | |||||
100,000,000 Common Stock, and 1,000,000 Preferred | |||||
Stock, Par Value $0.0001 Per Share, to (ii) |
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RiverPark Short Term High Yield Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
100,000,000 Ordinary Shares and 1,000,000 Preferred | |||||
Shares of New Forafric. | Management | For | Voted - For | ||
7b. | To Acknowledge and Agree to All Other Changes in | ||||
Connection with the Replacement of Terms of the | |||||
Existing Organizational Documents with Being | |||||
Subject to the Terms of the Memorandum and Articles | |||||
of Association to be Adopted Following the | |||||
Redomiciliation and As A Consequence of the | |||||
Re-registration As A Gibraltar Public Company | |||||
Limited by Shares. | Management | For | Voted - For | ||
8. | To Consider and Vote Upon, for the Purposes of | ||||
Complying with the Applicable Provisions of Nasdaq | |||||
Listing Rule 5635(a), the Issuance of Ordinary | |||||
Shares and Securities Convertible Into Or | |||||
Exchangeable for Ordinary Shares in Connection with | |||||
the Business Combination, and the Ordinary Shares | |||||
Issued in Connection with the Pipe Investment, the | |||||
Conversion of the Fahl Bonds and the Conversion of | |||||
the Fahl Related Party Loans. | Management | For | Voted - For | ||
9. | To Consider and Vote Upon A Proposal to Adjourn the | ||||
Stockholders Meeting to A Later Date Or Dates, If | |||||
Necessary, to Permit Further Solicitation and Vote | |||||
of Proxies If, Based on the Tabulated Vote, There | |||||
are Not Sufficient Votes at the Time of the | |||||
Stockholders Meeting to Authorize Globis to | |||||
Consummate the Business Combination. | Management | For | Voted - For | ||
GOOD WORKS ACQUISITION CORP. | |||||
Security ID: 38216X107 | Ticker: GWAC | ||||
Meeting Date: 25-Aug-21 | Meeting Type: Special | ||||
1. | The Business Combination Proposal - Resolved, That | ||||
Good Works's Entry Into the Agreement and Plan of | |||||
Merger, Dated As of March 4, 2021 (as May be | |||||
Amended, Supplemented Or Otherwise Modified from | |||||
Time to Time, the "merger Agreement"), by and Among | |||||
Currency Merger Sub, Inc., A Delaware Corporation | |||||
and A Wholly- Owned Direct Subsidiary of Gwac | |||||
("merger Sub"), and Cipher Mining Technologies | |||||
Inc., A Delaware Corporation ("cipher"), A Copy of | |||||
Which is Attached to the Accompanying Proxy | (due | ||||
to Space Limits, See Proxy Statement for Full | |||||
Proposal). | Management | For | Voted - For | ||
2A. | Advisory Charter Amendment Proposal A - Under the | ||||
Proposed Certificate of Incorporation, New Cipher | |||||
Will be Authorized to Issue 510,000,000 Shares of | |||||
Gwac Capital Stock, Consisting of (i) 500,000,000 | |||||
Shares of Common Stock, Par Value $0.001 Per Share | |||||
and (ii) 10,000,000 Shares of Undesignated | |||||
Preferred Stock, Par Value $0.001 Per Share, As | |||||
Opposed to the Current Certificate of | |||||
Incorporation, Which Authorizes Gwac to Issue | |||||
101,000,000 Shares of Capital Stock, Consisting of |
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Proposal | Proposed by | Mgt. Position | Registrant Voted | |
(a) (due to Space Limits, See Proxy Statement | ||||
for Full Proposal). | Management | For | Voted - For | |
2B. | Advisory Charter Amendment Proposal B - Under the | |||
Proposed Certificate of Incorporation, in Addition | ||||
to Any Vote Required by Delaware Law, Part B of | ||||
Article IV, Article V, Article Vi, Article Vii, | ||||
Article Viii and Article Ix of the Proposed | ||||
Certificate of Incorporation May be Amended Only by | ||||
the Affirmative Vote of the Holders of at Least | ||||
Two-thirds of the Total Voting Power of the Then | ||||
Outstanding Shares of Stock of New Cipher Entitled | ||||
to Vote Thereon, Voting Together As A Single Class. | Management | For | Voted - For | |
2C. | Advisory Charter Amendment Proposal C - Under the | |||
Proposed Certificate of Incorporation, Directors | ||||
Can be Removed Only for Cause and Only by the | ||||
Affirmative Vote of the Holders of at Least A | ||||
Two-thirds of the Outstanding Shares Entitled to | ||||
Vote at an Election of Directors. | Management | For | Voted - For | |
2D. | Advisory Charter Amendment Proposal D - Under the | |||
Proposed Certificate of Incorporation, the New | ||||
Cipher Board is Expressly Authorized to Adopt, | ||||
Alter, Amend Or Repeal the Bylaws in Accordance | ||||
with Delaware Law; Provided That, in Addition to | ||||
Any Vote Required by Delaware Law, the Adoption, | ||||
Amendment Or Repeal of the Bylaws by New Cipher | ||||
Stockholders Will Require the Affirmative Vote of | ||||
the Holders of at Least Two- Thirds of the Voting | ||||
Power of All of the Then Outstanding Shares of | ||||
Voting (due to Space Limits, See Proxy Statement | ||||
for Full Proposal). | Management | For | Voted - For | |
2E. | Advisory Charter Amendment Proposal E - to Provide | |||
for Certain Additional Changes, Including, Among | ||||
Other Things, (i) Changing the Corporate Name from | ||||
"good Works Acquisition Corp." to "cipher Mining | ||||
Inc.", and (ii) Removing Certain Provisions Related | ||||
to Gwac's Status As A Blank Check Company That Will | ||||
No Longer be Applicable Upon Consummation of the | ||||
Business Combination, All of Which the Gwac Board | ||||
Believes is Necessary to Adequately Address the | ||||
Needs of Gwac After the Business Combination. | Management | For | Voted - For | |
3. | The Incentive Plan Proposal - Resolved, That the | |||
Incentive Award Plan, A Copy of Which is Attached | ||||
to the Proxy Statement/prospectus As Annex L, be | ||||
Approved, Ratified and Confirmed in All Respects. | Management | For | Voted - For | |
4A. | Election of Class I Director Until 2022 Annual | |||
Meeting: Caitlin Long | Management | For | Voted - For | |
4B. | Election of Class I Director Until 2022 Annual | |||
Meeting: Robert Dykes | Management | For | Voted - For | |
4C. | Election of Class II Director Until 2023 Annual | |||
Meeting: Holly Morrow Evans | Management | For | Voted - For | |
4D. | Election of Class II Director Until 2023 Annual | |||
Meeting: James Newsome | Management | For | Voted - For | |
4E. | Election of Class II Director Until 2023 Annual | |||
Meeting: Wesley Williams | Management | For | Voted - For |
77
RiverPark Short Term High Yield Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
4F. | Election of Class III Director Until 2024 Annual | ||||
Meeting: Tyler Page | Management | For | Voted - For | ||
4G. | Election of Class III Director Until 2024 Annual | ||||
Meeting: Cary Grossman | Management | For | Voted - For | ||
5. | The Nasdaq Proposal - Resolved, That, for Purpose | ||||
of Complying with Nasdaq Listing Rule 5635, the | |||||
Issuance of Gwac Common Stock in Connection with | |||||
the Business Combination, the Pipe Financing and | |||||
the Bitfury Private Placement be Approved, Ratified | |||||
and Confirmed in All Respects. | Management | For | Voted - For | ||
6. | The Adjournment Proposal - Resolved, That, the | ||||
Adjournment of the Special Meeting to A Later Date | |||||
Or Dates, If Necessary, to Permit Further | |||||
Solicitation and Vote of Proxies in the Event That | |||||
There are Insufficient Votes For, Or Otherwise in | |||||
Connection With, the Approval of the Business | |||||
Combination Proposal, the Charter Proposal, the | |||||
Incentive Plan Proposal, the Director Election | |||||
Proposal, and the Nasdaq Proposal, Or If We | |||||
Determine That One Or More of the Closing | |||||
Conditions to Merger (due to Space Limits, See | |||||
Proxy Statement for Full Proposal). | Management | For | Voted - For | ||
GORES METROPOULOS II, INC. | |||||
Security ID: 382873107 | Ticker: GMII | ||||
Meeting Date: 14-Jan-22 | Meeting Type: Special | ||||
1.1 | Election of Director: Randall Bort | Management | For | Voted - For | |
1.2 | Election of Director: Michael Cramer | Management | For | Voted - For | |
1.3 | Election of Director: Joseph Gatto | Management | For | Voted - For | |
1.4 | Election of Director: Dean Metropoulos | Management | For | Voted - For | |
2. | Business Combination Proposal. | Management | For | Voted - For | |
3. | Nasdaq Proposal. | Management | For | Voted - For | |
4. | Charter Proposal. | Management | For | Voted - For | |
5A. | Goverance Proposal: Change in Authorized Shares. | Management | For | Voted - For | |
5B. | Goverance Proposal: Classified Board. | Management | For | Voted - For | |
5C. | Goverance Proposal: Application of the Doctrine of | ||||
Corporate Opportunity. | Management | For | Voted - For | ||
5D. | Goverance Proposal: Required Stockholder Vote to | ||||
Amend the Certificate of Incorporation of the | |||||
Company. | Management | For | Voted - For | ||
6. | Management Equity Incentive Plan Proposal. | Management | For | Voted - For | |
7. | Incentive Plan Proposal. | Management | For | Voted - For | |
8. | Espp Proposal. | Management | For | Voted - For | |
9. | Adjournment Proposal. | Management | For | Voted - For |
78
RiverPark Short Term High Yield Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
HAYMAKER ACQUISITION CORP. III | |||||
Security ID: 42087R108 | Ticker: HYAC | ||||
Meeting Date: 24-May-22 | Meeting Type: Special | ||||
1. | Business Combination Proposal - to Consider and | ||||
Vote Upon A Proposal to Approve and Adopt the | |||||
Business Combination Agreement, Dated As of | |||||
December 13, 2021 (a Copy of Which is Attached to | |||||
the Accompanying Proxy Statement As Annex A) (as | |||||
Amended, the "business Combination Agreement"), by | |||||
and Among Haymaker Acquisition Corp. III (the | |||||
"company"), Haymaker Sponsor III Llc, Biote | |||||
Holdings, Llc ("biote"), Biote Management, Llc, Dr. | |||||
Gary Donovitz, in His Individual Capacity, and | |||||
Teresa S. (due to Space Limits, See Proxy | |||||
Material for Full Proposal). | Management | For | Voted - For | ||
2. | Nasdaq Proposal - to Consider and Vote Upon A | ||||
Proposal to Approve, for Purposes of Complying with | |||||
Applicable Nasdaq Listing Rules, the Issuance of | |||||
More Than 20% of the Company's Issued and | |||||
Outstanding Common Stock (i) Pursuant to the Terms | |||||
of the Business Combination Agreement and (ii) Upon | |||||
the Redemption of the Retained Biote Units Pursuant | |||||
to the Terms of Biote's Second Amended and Restated | |||||
Operating Agreement (the "biote A&r Oa), in Each | |||||
Case, That May Result in A Member Owning More Than | |||||
(due to Space Limits, See Proxy Material for | |||||
Full Proposal). | Management | For | Voted - For | ||
3. | Charter Proposal - to Consider and Vote Upon A | ||||
Proposal to Approve the Company's Proposed Second | |||||
Amended and Restated Certificate of Incorporation, | |||||
Substantially in the Form Attached to the | |||||
Accompanying Proxy Statement As Annex C, in | |||||
Connection with the Business Combination. | Management | For | Voted - For | ||
4. | Net Tangible Assets Proposal - to Consider and Vote | ||||
Upon A Proposal to Approve Certain Provisions | |||||
Contained in the Company's Second Amended and | |||||
Restated Certificate of Incorporation, Which Will | |||||
Remove Requirements Contained in the Company's | |||||
Amended and Restated Certificate of Incorporation | |||||
That Limit the Company's Ability to Redeem Shares | |||||
of Class A Common Stock and Consummate an Initial | |||||
Business Combination If the Amount of Such | |||||
Redemptions Would Cause the Company to Have Less | |||||
Than $5,000,001 in Net Tangible Assets | Management | For | Voted - For | ||
5a. | Advisory Charter Proposal A - to Elect Not to be | ||||
Governed by Section 203 of the Dgcl. | Management | For | Voted - For | ||
5b. | Advisory Charter Proposal B - to Change the Name of | ||||
the New Public Entity to "biote Corp." from | |||||
"haymaker Acquisition Corp. III". | Management | For | Voted - For | ||
5c. | Advisory Charter Proposal C - To, Upon Completion | ||||
of the Business Combination, Increase the | |||||
Authorized Capital Stock from 221,000,000 Shares, | |||||
Consisting of 200,000,000 Shares of Class A Common |
79
RiverPark Short Term High Yield Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
Stock, 20,000,000 Shares of Class B Common Stock | |||||
and 1,000,000 Shares of Preferred Stock, to | |||||
718,000,000 Shares, Which Would Consist of | |||||
708,000,000 Shares of Common Stock, Including | |||||
600,000,000 Shares of Class A Common Stock, | |||||
8,000,000 Shares of Class B Common Stock, | |||||
100,000,000 Shares of Class V Voting Stock and | |||||
10,000,000 Shares of Preferred Stock. | Management | For | Voted - For | ||
6. | Incentive Plan Proposal - to Consider and Vote Upon | ||||
A Proposal to Approve the Biote Corp. 2022 Equity | |||||
Incentive Plan (the "incentive Plan"), | |||||
Substantially in the Form Attached to the | |||||
Accompanying Proxy Statement As Annex E, Including | |||||
the Authorization of the Initial Share Reserve | |||||
Under the Incentive Plan. | Management | For | Voted - For | ||
7. | Espp Proposal - to Consider and Vote Upon A | ||||
Proposal to Approve the Biote Corp. 2022 Employee | |||||
Stock Purchase Plan (the "espp"), Substantially in | |||||
the Form Attached to the Accompanying Proxy | |||||
Statement As Annex F, Including the Authorization | |||||
of the Initial Share Reserve Under the Espp. | Management | For | Voted - For | ||
8.1 | Director: Stephen Powell | Management | For | Voted - For | |
8.2 | Director: Dana Jacoby | Management | For | Voted - For | |
8.3 | Director: Steven J. Heyer | Management | For | Voted - For | |
8.4 | Director: Mark Cone | Management | For | Voted - For | |
8.5 | Director: Andrew R. Heyer | Management | For | Voted - For | |
8.6 | Director: Marc D. Beer | Management | For | Voted - For | |
8.7 | Director: Teresa Weber | Management | For | Voted - For | |
9. | Adjournment Proposal - to Consider and Vote Upon A | ||||
Proposal to Approve the Adjournment of the Special | |||||
Meeting to A Later Date Or Dates, If Necessary, to | |||||
Permit Further Solicitation and Vote of Proxies If | |||||
There are Insufficient Votes For, Or Otherwise in | |||||
Connection With, the Approval of the Condition | |||||
Precedent Proposals. | Management | For | Voted - For | ||
HIGHLAND TRANSCEND PARTNERS I CORP. | |||||
Security ID: G44690108 | Ticker: HTPA | ||||
Meeting Date: 29-Mar-22 | Meeting Type: Special | ||||
1. | The Business Combination Proposal. to Approve by | ||||
Ordinary Resolution the Transactions Contemplated | |||||
by the Agreement and Plan of Merger, Dated As of | |||||
September 8, 2021 (as Amended Or Modified from Time | |||||
to Time, the "merger Agreement"), by and Among | |||||
Highland Transcend, Picasso Merger Sub I, Inc., A | |||||
Delaware Corporation and Wholly Owned Direct | |||||
Subsidiary of Highland Transcend ("blocker Merger | |||||
Sub I"), Picasso Merger Sub II, Llc, A Delaware | |||||
Limited Liability Company and Wholly Owned Direct | |||||
(due to Space Limits, See Proxy Material for | |||||
Full Proposal). | Management | For | Voted - For |
80
RiverPark Short Term High Yield Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | |
2. | The Nyse Proposal. to Approve by Ordinary | |||
Resolution, for Purposes of Complying with | ||||
Applicable Listing Rules of the Nyse, the Issuance | ||||
by Highland Transcend of (i) 7,000,000 Shares of | ||||
Class A Common Stock to the Subscription Investors | ||||
Pursuant to the Subscription Agreements, (ii) | ||||
24,629,708 Shares of Class A Common Stock to the | ||||
Blocker Equity Holders, (iii) 108,086,466 Shares of | ||||
Class B Common Stock of the Packable Equity | ||||
Holders, (iv) 12,000,000 Shares of Class A Common | ||||
Stock and Class B (due to Space Limits, See | ||||
Proxy Material for Full Proposal). | Management | For | Voted - For | |
3. | The Domestication Proposal. to Approve by Special | |||
Resolution the Change of Highland Transcend's | ||||
Jurisdiction of Incorporation from the Cayman | ||||
Islands to the State of Delaware by Deregistering | ||||
As an Exempted Company in the Cayman Islands and | ||||
Domesticating and Continuing As A Corporation | ||||
Incorporated Under the Laws of the State of | ||||
Delaware (the "domestication"). | Management | For | Voted - For | |
4A. | To Approve (i) the Change of our Name from | |||
"highland Transcend Partners I Corp." to "packable | ||||
Commerce, Inc." ("new Packable"), (ii) Adopting | ||||
Delaware As the Exclusive Forum for Certain | ||||
Stockholder Litigation, (iii) Making New Packable's | ||||
Corporate Existence Perpetual, (iv) Removing | ||||
Certain Provisions Related to our Status As A Blank | ||||
Check Company That Will No Longer be Applicable to | ||||
Us Upon Consummation of the Business Combination | ||||
and (v) Granting an Explicit Waiver Regarding | ||||
Corporate (due to Space Limits, See Proxy | ||||
Material for Full Proposal). | Management | For | Voted - For | |
4B. | To Approve Provisions Dividing the Board of | |||
Directors Into Three Classes Following the Business | ||||
Combination, with Each Class Generally Serving for | ||||
A Term of Three Years and with Only One Class of | ||||
Directors Being Elected in Each Year. | Management | For | Voted - For | |
4C. | To Approve Provisions Providing That the Directors, | |||
Except for Preferred Stock Directors (as Defined in | ||||
the Proposed Charter), May Only be Removed for | ||||
Cause (as Defined in the Proposed Charter). | Management | For | Voted - For | |
4D. | To Approve Provisions Removing the Ability of | |||
Shareholders to Call A Special Meeting. | Management | For | Voted - For | |
4E. | To Approve Provisions Removing the Ability of | |||
Shareholders to Act by Written Consent in Lieu of A | ||||
Meeting. | Management | For | Voted - For | |
4F. | To Authorize the Change in the Authorized Capital | |||
Stock of Highland Transcend from (i) 200,000,000 | ||||
Class A Ordinary Shares, 20,000,000 Class B | ||||
Ordinary Shares, and 1,000,000 Preferred Shares, | ||||
Par Value $0.0001 Per Share to (ii) 3,000,000,000 | ||||
Shares of Class A Common Stock, 1,000,000,000 | ||||
Shares of Class B Common Stock and 500,000,000 | ||||
Shares of Preferred Stock, Par Value $0.0001 Per | ||||
Share. | Management | For | Voted - For | |
81 |
RiverPark Short Term High Yield Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
5. | The Equity Incentive Plan Proposal. to Approve by | ||||
Ordinary Resolution the Packable Commerce, Inc. | |||||
2022 Equity Incentive Plan. | Management | For | Voted - For | ||
6. | The Employee Stock Purchase Plan Proposal. to | ||||
Approve by Ordinary Resolution the Packable | |||||
Commerce, Inc. 2022 Employee Stock Purchase Plan. | Management | For | Voted - For | ||
7. | The Adjournment Proposal. to Approve by Ordinary | ||||
Resolution the Adjournment of the General Meeting | |||||
to A Later Date Or Dates, If Necessary Or | |||||
Appropriate, to Permit Further Solicitation and | |||||
Vote of Proxies in the Event That It is Determined | |||||
by Highland Transcend That More Time is Necessary | |||||
Or Appropriate to Approve One Or More Proposals at | |||||
the General Meeting be Approved and Adopted in All | |||||
Respects. | Management | For | Voted - For | ||
ION ACQUISITION CORP. 2 LTD. | |||||
Security ID: G49393104 | Ticker: IACB | ||||
Meeting Date: 29-Nov-21 | Meeting Type: Special | ||||
1. | The Business Combination Proposal - to Consider and | ||||
Vote Upon A Proposal to Approve by Ordinary | |||||
Resolution and Adopt the Agreement and Plan of | |||||
Merger, Dated As of June 24, 2021 (as the Same May | |||||
be Amended, the "merger Agreement"), by and Among | |||||
Ion, Inspire Merger Sub 1, Inc., A Delaware Limited | |||||
Liability Company and A Direct Wholly Owned | |||||
Subsidiary of Ion ("merger Sub 1"), Inspire Merger | |||||
Sub 2, Llc, A Delaware Limited Liability Company | |||||
and A Direct Wholly Owned Subsidiary of Ion | |||||
("merger Sub 2" | (due to Space Limits, See Proxy | ||||
Statement for Full Proposal). | Management | For | Voted - For | ||
2. | The Domestication Proposal - to Consider and Vote | ||||
Upon A Proposal to Approve, by Special Resolution, | |||||
A Change of Ion's Jurisdiction of Incorporation by | |||||
Way of Continuation from an Exempted Company | |||||
Incorporated in Accordance with the Laws of the | |||||
Cayman Islands to A Corporation Incorporated Under | |||||
the Laws of the State of Delaware (the | |||||
"domestication"). the Domestication Will be | |||||
Effected Immediately Prior to the Business | |||||
Combination by Ion Filing A Certificate of | |||||
Corporate Domestication and the (due to Space | |||||
Limits, See Proxy Statement for Full Proposal). | Management | For | Voted - For | ||
3. | The Stock Issuance Proposal - to Consider and Vote | ||||
Upon A Proposal to Approve by Ordinary Resolution | |||||
for Purposes of Complying with the Applicable | |||||
Provisions of Nyse Listing Rule 312.03(c), the | |||||
Issuance of 20,000,000 Shares of Ion Class A Common | |||||
Stock (following the Domestication) to (a) the Pipe | |||||
Investors Pursuant to the Pipe Investment (each As | |||||
Defined in the Accompanying Proxy | |||||
Statement/prospectus) and 93,255,615 Ion Class A | |||||
Ordinary Shares to the Innovid Equity Holders |
82
RiverPark Short Term High Yield Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | |
Pursuant (due to Space Limits, See Proxy | ||||
Statement for Full Proposal). | Management | For | Voted - For | |
4. | Organizational Documents Proposal - to Consider and | |||
Vote Upon A Proposal to Approve by Special | ||||
Resolution the Proposed Certificate of | ||||
Incorporation and the Proposed New Bylaws of | ||||
Innovid Corp. ("proposed Bylaws" And, Together with | ||||
the Proposed Certificate of Incorporation, the | ||||
"proposed Organizational Documents") of Innovid | ||||
Corp. (a Corporation Incorporated in the State of | ||||
Delaware, Upon the Filing with and Acceptance by | ||||
the Secretary of State of Delaware of the | ||||
Certificate of Corporate (due to Space Limits, | ||||
See Proxy Statement for Full Proposal). | Management | For | Voted - For | |
5A. | Advisory Organizational Documents Proposal 5a - to | |||
Authorize the Change in the Authorized Capital | ||||
Stock of Ion from 500,000,000 Ion Class A Ordinary | ||||
Shares, Par Value $0.0001 Per Share (the "ion Class | ||||
A Ordinary Shares"), 50,000,000 Ion Class B | ||||
Ordinary Shares, Par Value $0.0001 Per Share (the | ||||
"ion Class B Ordinary Shares" And, Together with | ||||
the Ion Class A Ordinary Shares, the "ordinary | ||||
Shares"), and 5,000,000 Preference Shares, Par | ||||
Value $0.0001 Per Share (the "preference Shares"), | ||||
to 500,000,000 (due to Space Limits, See Proxy | ||||
Statement for Full Proposal). | Management | For | Voted - For | |
5B. | Advisory Organizational Documents Proposal 5b - to | |||
Authorize Adopting Delaware As the Exclusive Forum | ||||
for Certain Stockholder Litigation ("advisory | ||||
Organizational Documents Proposal 5b"). | Management | For | Voted - For | |
5C. | Advisory Organizational Documents Proposal 5c - to | |||
Approve Provisions Providing That the Affirmative | ||||
Vote of at Least 66 2/3% of the Voting Power of All | ||||
the Then Outstanding Shares of Capital Stock | ||||
Entitled to Vote Generally in the Election of | ||||
Directors, Voting Together As A Single Class, Will | ||||
be Required for Stockholders to Amend, Alter, | ||||
Repeal Or Rescind All Or Any Portion of Part B of | ||||
Article V, Article Vi, Article Viii, Article Ix, | ||||
Article X, Article Xi Or Article Xii of the | ||||
Proposed (due to Space Limits, See Proxy | ||||
Statement for Full Proposal). | Management | For | Voted - For | |
5D. | Advisory Organizational Documents Proposal 5d - to | |||
Approve Provisions Permitting the Removal of A | ||||
Director Only for Cause and Only by the Affirmative | ||||
Vote of the Holders of A Majority of at Least | ||||
Two-thirds of the Outstanding Shares Entitled to | ||||
Vote at an Election of Directors ("advisory | ||||
Organizational Documents Proposal 5d"). | Management | For | Voted - For | |
5E. | Advisory Organizational Documents Proposal 5e - to | |||
Approve Provisions Requiring Or Permitting | ||||
Stockholders to Take Action at an Annual Or Special | ||||
Meeting and Prohibit Stockholder Action by Written | ||||
Consent in Lieu of A Meeting; Provided That Any | ||||
Action Required Or Permitted to be Taken by the | ||||
Holders of Innovid Corp. Preferred Stock, Voting | ||||
83 |
RiverPark Short Term High Yield Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
Separately As A Class Or Separately As A Class with | |||||
One Or More Other Such Series, May be Taken Without | |||||
A Meeting If Signed by the Holders Having Not Less | |||||
(due to Space Limits, See Proxy Statement for | |||||
Full Proposal). | Management | For | Voted - For | ||
5F. | Advisory Organizational Documents Proposal 5f - to | ||||
Provide for Certain Additional Changes, Including, | |||||
Among Other Things, (i) Making Innovid Corp.'s | |||||
Corporate Existence Perpetual and (ii) Removing | |||||
Certain Provisions Related to Ion's Status As A | |||||
Blank Check Company That Will No Longer be | |||||
Applicable Upon Consummation of the Business | |||||
Combination, All of Which the Ion Board Believes is | |||||
Necessary to Adequately Address the Needs of | |||||
Innovid Corp. After the Business Combination | |||||
("advisory Organizational Documents Proposal 5f"). | Management | For | Voted - For | ||
6. | The Innovid Corp. Equity Incentive Plan Proposal - | ||||
to Consider and Vote Upon A Proposal to Approve by | |||||
Ordinary Resolution the Innovid Corp. Equity | |||||
Incentive Plan (the "innovid Corp. Equity Incentive | |||||
Plan Proposal"). | Management | For | Voted - For | ||
7. | The Innovid Corp. Employee Stock Purchase Plan | ||||
Proposal - to Consider and Vote Upon A Proposal to | |||||
Approve by Ordinary Resolution the Innovid Corp. | |||||
Equity Share Purchase Plan (the "innovid Corp. | |||||
Employee Stock Purchase Plan Proposal"). | Management | For | Voted - For | ||
8. | The Director Election Proposal - to Consider and | ||||
Vote Upon A Proposal to Approve by Ordinary | |||||
Resolution the Election of Six (6) Directors to | |||||
Serve Staggered Terms on the Company's Board of | |||||
Directors Until the 2022, 2023 and 2024 Annual | |||||
Meetings of Stockholders, Respectively and Until | |||||
Their Respective Successors are Duly Elected and | |||||
Qualified (the "director Election Proposal"). | Management | For | Voted - For | ||
9. | The Shareholder Adjournment Proposal - to Consider | ||||
and Vote Upon A Proposal to Approve by Ordinary | |||||
Resolution the Adjournment of the Extraordinary | |||||
General Meeting to A Later Date Or Dates, If | |||||
Necessary, to Permit Further Solicitation and Vote | |||||
of Proxies in the Event That There are Insufficient | |||||
Votes for the Approval of One Or More Proposals at | |||||
the Extraordinary General Meeting (the "shareholder | |||||
Adjournment Proposal"). | Management | For | Voted - For | ||
L&F ACQUISITION CORP | |||||
Security ID: G53702109 | Ticker: LNFA | ||||
Meeting Date: 03-May-22 | Meeting Type: Special | ||||
1. | The Extension Amendment Proposal - Resolved, As A | ||||
Special Resolution That: A) the First Sentence of | |||||
Article 49.7 of L&f's Amended and Restated | |||||
Memorandum and Articles of Association be Deleted | |||||
in Its Entirety and Replaced with the Following New | |||||
First Sentence of Article 49.7: "in the Event That |
84
RiverPark Short Term High Yield Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
the Company Does Not Consummate A Business | |||||
Combination by August 24, 2022, Or Such Later Time | |||||
As the Members May Approve in Accordance with the | |||||
Articles, the Company Shall:" B) Article 49.8(a) of | |||||
L&f's (due to Space Limits, See Proxy Material | |||||
for Full Proposal). | Management | For | Voted - For | ||
2. | The Adjournment Proposal - Resolved, As an Ordinary | ||||
Resolution, That the Adjournment of the Shareholder | |||||
Meeting to A Later Date Or Dates If Necessary, to | |||||
Permit Further Solicitation and Vote of Proxies If, | |||||
Based Upon the Tabulated Vote at the Time of the | |||||
Shareholder Meeting, There are Insufficient Class A | |||||
Ordinary Shares, Par Value $0.0001 Per Share and | |||||
Class B Ordinary Shares, Par Value $0.0001 Per | |||||
Share in the Capital of L&f Represented (either in | |||||
Person Or by Proxy) to Constitute A Quorum | |||||
Necessary (due to Space Limits, See Proxy | |||||
Material for Full Proposal). | Management | For | Voted - For | ||
LEO HOLDINGS III CORP | |||||
Security ID: G5463T108 | Ticker: LIII | ||||
Meeting Date: 16-Nov-21 | Meeting Type: Special | ||||
1. | The Business Combination Proposal- Resolved, As an | ||||
Ordinary Resolution, That Leo's Entry Into the | |||||
Agreement and Plan of Merger, Dated As of June 17, | |||||
2021 (as It May be Amended and Supplemented from | |||||
Time to Time, the "merger Agreement"), by and Among | |||||
Leo, Merger Sub 1, Merger Sub 2, and Local Bounti, | |||||
A Copy of Which is Attached to the Joint Proxy | |||||
Statement/prospectus As Annex A, Pursuant to Which, | |||||
Among Other Things, Following the De-registration | |||||
of Leo As an Exempted Company in the Cayman | (due | ||||
to Space Limits, See Proxy Statement for Full | |||||
Proposal). | Management | For | Voted - For | ||
2. | Domestication Proposal-resolved, As A Special | ||||
Resolution, That Leo be Transferred by Way of | |||||
Continuation to Delaware Pursuant to Part Xii of | |||||
the Cayman Island Companies Act (as Revised) and | |||||
Section 388 of the General Corporation Law of the | |||||
State of Delaware And, Immediately Upon Being | |||||
Deregistered in the Cayman Islands, Leo be | |||||
Continued and Domesticated As A Corporation Under | |||||
the Laws of the State of Delaware And, Conditional | |||||
Upon, and with Effect From, the Registration of Leo | |||||
As A Corporation (due to Space Limits, See Proxy | |||||
Statement for Full Proposal). | Management | For | Voted - For | ||
3. | Charter Proposal-resolved, As A Special Resolution, | ||||
That the Amended and Restated Memorandum and | |||||
Articles of Association of Leo Holdings III Corp | |||||
Currently in Effect be Amended and Restated by the | |||||
Deletion in Their Entirety and the Substitution in | |||||
Their Place of the Proposed Certificate of | |||||
Incorporation (copy of Which is Attached to the |
85
RiverPark Short Term High Yield Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | |
Joint Proxy Statement/prospectus in Respect of the | ||||
Shareholders Meeting As Annex C) Including the | ||||
Authorization of the Change in Authorized (due | ||||
to Space Limits, See Proxy Statement for Full | ||||
Proposal). | Management | For | Voted - For | |
4. | Governing Documents Proposal A- As an Ordinary | |||
Resolution, to Approve the Change in the Authorized | ||||
Capital Stock of Leo from (i) 500,000,000 Class A | ||||
Ordinary Shares, Par Value $0.0001 Per Share, (ii) | ||||
50,000,000 Class B Ordinary Shares, Par Value | ||||
$0.0001 Per Share and (iii) 5,000,000 Preference | ||||
Shares, Par Value $0.0001 Per Share, to (a) | ||||
400,000,000 Shares of Common Stock, Par Value | ||||
$0.0001 Per Share, of New Local Bounti and (b) | ||||
100,000,000 Shares of Preferred Stock, Par Value | ||||
$0.0001 Per Share, of New Local Bounti. | Management | For | Voted - For | |
5. | Governing Documents Proposal B-to Authorize the New | |||
Local Bounti Board to Issue Any Or All Shares of | ||||
New Local Bounti Preferred Stock in One Or More | ||||
Classes Or Series, with Such Terms and Conditions | ||||
As May be Expressly Determined by the New Local | ||||
Bounti Board and As May be Permitted by the Dgcl. | Management | For | Voted - For | |
6. | Governing Documents Proposal C-to Authorize the | |||
Removal of the Ability of New Local Bounti | ||||
Stockholders to Take Action by Written Consent in | ||||
Lieu of A Meeting. | Management | For | Voted - For | |
7. | Governing Documents Proposal D-to Amend and Restate | |||
the Existing Governing Documents and to Authorize | ||||
All Other Changes in Connection with the | ||||
Replacement of Existing Governing Documents with | ||||
the Proposed Certificate of Incorporation and | ||||
Proposed Bylaws As Part of the Domestication | ||||
(copies of Which are Attached to This Joint Proxy | ||||
Statement/prospectus As Annex C and Annex D, | ||||
Respectively), Including (i) Changing the Post- | ||||
Business Combination Corporate Name from "leo | ||||
Holdings (due to Space Limits, See Proxy | ||||
Statement for Full Proposal). | Management | For | Voted - For | |
8. | The Nyse Proposal-resolved, As an Ordinary | |||
Resolution, That for the Purposes of Complying with | ||||
the Applicable Provisions of Nyse Listing Rule | ||||
312.03, the Issuance of Shares of New Local Bounti | ||||
Common Stock in Connection with the Business | ||||
Combination and the Pipe Financing be Approved. | Management | For | Voted - For | |
9. | The Incentive Award Plan Proposal- Resolved, As an | |||
Ordinary Resolution, That the Local Bounti | ||||
Corporation Equity Incentive Plan, A Copy of Which | ||||
is Attached to the Joint Proxy Statement/prospectus | ||||
As Annex J, be Adopted and Approved. | Management | For | Voted - For | |
10. | The Employee Stock Purchase Plan Proposal-resolved, | |||
As an Ordinary Resolution, That the Local Bounti | ||||
Corporation 2021 Employee Stock Purchase Plan, A | ||||
Copy of Which is Attached to the Joint Proxy | ||||
Statement/prospectus As Annex K, be Adopted and | ||||
Approved. | Management | For | Voted - For | |
11.1 | Director: Pamela Brewster | Management | For | Voted - For |
86 |
RiverPark Short Term High Yield Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
11.2 | Director: Matthew Nordby | Management | For | Voted - For | |
11.3 | Director: Mark J. Nelson | Management | For | Voted - For | |
11.4 | Director: Edward C. Forst | Management | For | Voted - For | |
11.5 | Director: Craig M. Hurlbert | Management | For | Voted - For | |
11.6 | Director: Travis Joyner | Management | For | Voted - For | |
12. | The Adjournment Proposal-resolved, As an Ordinary | ||||
Resolution, That the Adjournment of the | |||||
Extraordinary General Meeting to A Later Date Or | |||||
Dates (a) to the Extent Necessary to Ensure That | |||||
Any Required Supplement Or Amendment to the | |||||
Accompanying Joint Proxy Statement/prospectus is | |||||
Provided to Leo Shareholders Or, If As of the Time | |||||
for Which the Extraordinary General Meeting is | |||||
Scheduled, There are Insufficient Leo Ordinary | |||||
Shares Represented (either in Person Or by Proxy) | |||||
to Constitute A (due to Space Limits, See Proxy | |||||
Statement for Full Proposal). | Management | For | Voted - For | ||
LIVE OAK ACQUISITION CORP. II | |||||
Security ID: 53804W106 Ticker: LOKB | |||||
Meeting Date: 12-Oct-21 | Meeting Type: Special | ||||
1. | The Business Combination Proposal - to Consider and | ||||
Vote Upon A Proposal to (a) Approve and Adopt the | |||||
Business Combination Agreement and Plan of | |||||
Reorganization, Dated As of May 6, 2021 (the | |||||
"business Combination Agreement"), Among Lokb, Live | |||||
Oak Merger Sub Inc., A Delaware Corporation and A | |||||
Wholly Owned Direct Subsidiary of Lokb ("merger | |||||
Sub"), and Navitas Semiconductor Limited, A Private | |||||
Company Limited by Shares Organized Under the Laws | |||||
of Ireland ("navitas Ireland") That | (due to | ||||
Space Limits, See Proxy Statement for Full | |||||
Proposal). | Management | For | Voted - For | ||
2. | The Authorized Share Charter Proposal - to Consider | ||||
and Vote Upon A Proposal to Increase the Number of | |||||
Authorized Shares of Lokb's Capital Stock, Par | |||||
Value $0.0001 Per Share, from 111,000,000 Shares, | |||||
Consisting of (a) 110,000,000 Shares of Common | |||||
Stock, Including 100,000,000 Shares of Class A | |||||
Common Stock (the "class A Common Stock"), and | |||||
10,000,000 Shares of Class B Common Stock (the | |||||
"lokb Class B Common Stock"), and (b) 1,000,000 | |||||
Shares of Preferred Stock, to 751,000,000 Shares, | |||||
(due to Space Limits, See Proxy Statement for | |||||
Full Proposal). | Management | For | Voted - For | ||
3. | The Additional Charter Proposal - to Consider and | ||||
Vote Upon A Proposal to Make Certain Other Changes | |||||
That the Lokb Board Deems Appropriate for A Public | |||||
Operating Company, Including (a) Eliminating | |||||
Provisions in the Charter Relating to Lokb's | |||||
Initial Business Combination That Will No Longer be | |||||
Applicable to Lokb Following the Closing of the | |||||
Business Combination (the "closing"), Including | |||||
87 |
RiverPark Short Term High Yield Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
Provisions Relating to (i) Redemption Rights with | |||||
Respect to Class A Common Stock, (ii) the Trust | |||||
(due to Space Limits, See Proxy Statement for | |||||
Full Proposal). | Management | For | Voted - For | ||
4. | The Pipe Proposal - to Consider and Vote Upon A | ||||
Proposal to Approve, for Purposes of Complying with | |||||
Applicable Listing Rules of the New York Stock | |||||
Exchange, the Issuance and Sale of 15,500,000 | |||||
Shares of Class A Common Stock in A Private | |||||
Offering of Securities to Certain Investors in | |||||
Connection with the Business Combination, Which | |||||
Will Occur Substantially Concurrently With, and is | |||||
Contingent Upon, the Consummation of the | |||||
Transactions Contemplated by the Business | |||||
Combination Agreement (the "pipe Proposal"). | Management | For | Voted - For | ||
5. | The 2021 Plan Proposal - to Consider and Vote Upon | ||||
A Proposal to Approve and Adopt the 2021 Equity | |||||
Incentive Plan (the "2021 Plan") and the Material | |||||
Terms Thereunder (the "2021 Plan Proposal"). the | |||||
2021 Plan Proposal is Conditioned on the Approval | |||||
of the Business Combination Proposal and the Pipe | |||||
Proposal. | Management | For | Voted - For | ||
6.1 | Director: Gene Sheridan | Management | For | Voted - For | |
6.2 | Director: Daniel Kinzer | Management | For | Voted - For | |
6.3 | Director: Brian Long | Management | For | Voted - For | |
6.4 | Director: Dipender Saluja | Management | For | Voted - For | |
6.5 | Director: David Moxam | Management | For | Voted - For | |
6.6 | Director: Richard J. Hendrix | Management | For | Voted - For | |
6.7 | Director: Gary K. Wunderlich, Jr. | Management | For | Voted - For | |
7. | The Adjournment Proposal - to Consider and Vote | ||||
Upon A Proposal to Approve the Adjournment of the | |||||
Special Meeting to A Later Date Or Dates, If | |||||
Necessary Or Appropriate, to Permit Further | |||||
Solicitation and Vote of Proxies in the Event That | |||||
There are Insufficient Votes For, Or Otherwise in | |||||
Connection With, the Approval of the Business | |||||
Combination Proposal, the Charter Proposals, the | |||||
Pipe Proposal, the 2021 Plan Proposal Or the | |||||
Director Election Proposal (the "adjournment | |||||
Proposal"). the | (due to Space Limits, See Proxy | ||||
Statement for Full Proposal). | Management | For | Voted - For | ||
M3-BRIGADE ACQUISITION II CORP. | |||||
Security ID: 553800103 | Ticker: MBAC | ||||
Meeting Date: 09-Feb-22 | Meeting Type: Special | ||||
1. | Business Combination Proposal - to Consider and | ||||
Vote Upon A Proposal to Approve the Transactions | |||||
Contemplated by the Agreement and Plan of Merger, | |||||
Dated As August 16, 2021 (as It May be Amended from | |||||
Time to Time in Accordance with Its Terms, the | |||||
"merger Agreement"), by and Among M3-brigade | |||||
Acquisition II Corp. (the "company"), Blue Steel | |||||
88 |
RiverPark Short Term High Yield Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | |
Merger Sub Inc. ("merger Sub") and Syniverse | ||||
Corporation ("syniverse"), Including the Business | ||||
Combination Described in the Accompanying Proxy | ||||
Statement (the "business Combination"). | Management | For | Voted - For | |
2. | To Approve, (i) the Issuance of More Than 20% of | |||
the Issued and Outstanding Shares, and (ii) the | ||||
Issuance of More Than One Percent of the Issued and | ||||
Outstanding Shares of Common Stock. | Management | For | Voted - For | |
3. | Charter Proposal - to Consider and Vote Upon A | |||
Proposal to Adopt Two Separate Proposed Charters, | ||||
Proposed Charter Alternative A, Substantially in | ||||
the Form Attached to the Accompanying Proxy | ||||
Statement As Annex B-1 ("charter Amendment | ||||
Alternative A"), and Proposed Charter Alternative | ||||
B, Substantially in the Form Attached to the | ||||
Accompanying Proxy Statement As Annex B-2 ("charter | ||||
Amendment Alternative B," and Together with Charter | ||||
Amendment Alternative A, the "charter Amendments"); | Management | For | Voted - For | |
4A. | Super Majority Vote Requirements - Proposal to Add | |||
A Super Majority Vote Provision Requiring That the | ||||
Prior Affirmative Vote of Holders of at Least | ||||
Sixty-six and Two-thirds Percent of the Voting | ||||
Power of the Outstanding Shares of Common Stock, | ||||
Voting As A Single Class Will be Required Before | ||||
the Company. | Management | For | Voted - For | |
4B. | Change in Authorized Shares - Proposal (i) in the | |||
Case of Charter Amendment Alternative A, to | ||||
Increase our Total Number of Authorized Shares of | ||||
All Classes of Common Stock (ii) in the Case of | ||||
Charter Amendment Alternative B, to Increase our | ||||
Total Number of Authorized Shares of All Classes of | ||||
Common Stock. | Management | For | Voted - For | |
4C. | Corporate Opportunity - to Consider and Vote Upon A | |||
Proposal to Update the Provisions Regarding | ||||
Corporate Opportunities To, Among Other Things. | Management | For | Voted - For | |
4D. | Declassification of Board - to Consider and Vote | |||
Upon A Proposal to Declassify our Board. | Management | For | Voted - For | |
4E. | Special Quorum Requirement and Director Voting | |||
Rights Related to Carlyle and Twilio - to Consider | ||||
and Vote Upon A Proposal to Make Certain of the | ||||
Terms of the Second Amended and Restated | ||||
Certificate of Incorporation and Also Provide That | ||||
for As Long As Any Director Nominated by Carlyle | ||||
and Its Affiliates. | Management | For | Voted - For | |
4F. | Ability to Call A Special Meeting - to Consider and | |||
Vote Upon A Proposal to Provide That Special | ||||
Meetings Can Only be Called by the Board (or an | ||||
Officer of the Company at the Direction of the | ||||
Board) and No Longer Individually by the Company's | ||||
Chief Executive Officer Or the Chairman of the | ||||
Board. | Management | For | Voted - For | |
4G. | Class A Stock to Have Exclusive Right to Vote for | |||
the Election and Removal of Directors - to Consider | ||||
and Vote Upon A Proposal to Give the Class A Stock | ||||
the Exclusive Right to Vote for the Election and |
89
RiverPark Short Term High Yield Fund
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
Removal of Directors and the Class C Stock No Right | |||||
to Vote for the Election Or Removal of Directors. | Management | For | Voted - For | ||
5.1 | Director: James Attwood | Management | For | Voted - For | |
5.2 | Director: Kevin Beebe | Management | For | Voted - For | |
5.3 | Director: Orisa Cherenfant | Management | For | Voted - For | |
5.4 | Director: Andrew Davies | Management | For | Voted - For | |
5.5 | Director: Tony Holcombe | Management | For | Voted - For | |
5.6 | Director: Greg Kleiner | Management | For | Voted - For | |
5.7 | Director: Dan Mead | Management | For | Voted - For | |
5.8 | Director: Mohsin Y. Meghji | Management | For | Voted - For | |
5.9 | Director: Lauren Nemeth | Management | For | Voted - For | |
5.10 | Director: Matthew Perkal | Management | For | Voted - For | |
5.11 | Director: Raymond Ranelli | Management | For | Voted - For | |
6. | Incentive Award Plan Proposal - to Consider and | ||||
Vote Upon A Proposal to Adopt the Syniverse | |||||
Technologies Corporation 2021 Omnibus Incentive | |||||
Plan (the "incentive Award Plan"), A Copy of Which | |||||
is Attached to the Accompanying Proxy Statement As | |||||
Annex J, Including the Authorization of the Initial | |||||
Share Reserve Under the Incentive Award Plan. | Management | For | Voted - For | ||
7. | Adjournment Proposal - to Consider and Vote Upon A | ||||
Proposal to Adjourn the Special Meeting to A Later | |||||
Date Or Dates, If Necessary, to Permit Further | |||||
Solicitation and Vote of Proxies If There are | |||||
Insufficient Votes For, Or Otherwise. | Management | For | Voted - For | ||
MONTES ARCHIMEDES ACQUISITION CORP | |||||
Security ID: 612657106 | Ticker: MAAC | ||||
Meeting Date: 28-Sep-21 | Meeting Type: Special | ||||
1. | The Business Combination Proposal-to Consider and | ||||
Vote Upon A Proposal to Approve the Business | |||||
Combination Agreement, Dated As of May 1, 2021 (as | |||||
Amended on June 9, 2021), by and Among Montes | |||||
Archimedes Acquisition Corp., ("maac"), Roivant | |||||
Sciences Ltd., ("roivant"), and Rhine Merger Sub, | |||||
Inc., ("merger Sub") (the "business Combination | |||||
Agreement") and the Transactions Contemplated | |||||
Thereby (the "business Combination"), Pursuant to | |||||
Which Merger Sub Will Merge with and Into Maac, | |||||
with Maac Surviving the Merger As A Wholly- Owned | |||||
Subsidiary of Roivant. | Management | For | Voted - For | ||
2. | The Nasdaq Proposal-to Consider and Vote Upon A | ||||
Proposal to Approve, for Purposes of Complying with | |||||
Nasdaq Listing Rule 5635(a), (b) and (d), the | |||||
Issuance of More Than 20% of the Issued and | |||||
Outstanding Shares of Maac Class A Common Stock and | |||||
Maac Class B Common Stock Upon the Completion of | |||||
the Business Combination. | Management | For | Voted - For | ||
3. | The Adjournment Proposal-to Consider and Vote Upon | ||||
A Proposal to Adjourn the Maac Special Meeting to A | |||||
Later Date Or Time, If Necessary, to Permit Further |
90
RiverPark Short Term High Yield Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
Solicitation and Vote of Proxies If, Based Upon the | |||||
Tabulated Vote at the Time of the Maac Special | |||||
Meeting, There are Not Sufficient Votes to Approve | |||||
the Business Combination Proposal Or Holders of | |||||
Shares of Maac Class A Common Stock Have Elected to | |||||
Redeem an Amount of Shares of Maac Class A Common | |||||
Stock. | Management | For | Voted - For | ||
MOTIVE CAPITAL CORP | |||||
Security ID: G6293A103 Ticker: MOTV | |||||
Meeting Date: 15-Mar-22 | Meeting Type: Special | ||||
1. | The Business Combination Proposal - Proposal to | ||||
Approve and Adopt by Ordinary Resolution the | |||||
Agreement and Plan of Merger, Dated As of September | |||||
13, 2021 (the "merger Agreement"), by and Among | |||||
Motive, Fgi Merger Sub, Inc., A Wholly Owned | |||||
Subsidiary of Motive ("merger Sub"), and Forge | |||||
Global, Inc. ("forge"), A Copy of Which is Attached | |||||
As Annex A to the Proxy Statement, and the | |||||
Transactions Contemplated Thereunder, Including the | |||||
Merger of Merger Sub with and Into Forge (the | |||||
"merger" And, Together with (due to Space | |||||
Limits, See Proxy Material for Full Proposal). | Management | For | Voted - For | ||
2. | The Redomestication Proposal - Proposal to Approve | ||||
by Special Resolution the Change of Motive's | |||||
Jurisdiction of Incorporation by Deregistering As | |||||
an Exempted Company in the Cayman Islands and | |||||
Continuing and Domesticating As A Corporation | |||||
Incorporated Under the Laws of the State of | |||||
Delaware (the "domestication" And, Together with | |||||
the Merger, the "business Combination"). Approval | |||||
of the Business Combination Proposal, the | |||||
Redomestication Proposal, the Binding Charter | |||||
Proposal, and the (due to Space Limits, See | |||||
Proxy Material for Full Proposal). | Management | For | Voted - For | ||
3A. | Authorized Shares - Proposal to Authorize the | ||||
Change in the Authorized Capital Stock of Motive | |||||
from (i) 500,000,000 Class A Ordinary Shares, | |||||
50,000,000 Class B Ordinary Shares and 5,000,000 | |||||
Preference Shares, Par Value $0.0001 Per Share, to | |||||
(ii) 2,000,000,000 Shares of Domestication Common | |||||
Stock and 100,000,000 Shares of New Forge Preferred | |||||
Stock. | Management | For | Voted - For | ||
3B. | Exclusive Forum Provision - Proposal to Authorize | ||||
Adopting Delaware As the Exclusive Forum for | |||||
Certain Stockholder Litigation. | Management | For | Voted - For | ||
3C. | Adoption of Supermajority Vote Requirement to Amend | ||||
the Proposed Organizational Documents - Proposal to | |||||
Approve Provisions Requiring the Affirmative Vote | |||||
of at Least (i) Two-thirds of the Outstanding | |||||
Shares of Capital Stock Entitled to Vote to Adopt, | |||||
Amend Or Repeal the Proposed Bylaws and (ii) | |||||
Two-thirds of the Outstanding Shares of Capital | |||||
91 |
RiverPark Short Term High Yield Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | |
Stock Entitled to Vote, and Two- Thirds of the | ||||
Outstanding Shares of Each Class Entitled to Vote | ||||
As A Class, to Amend Or Repeal Any Provision of | ||||
Articles V (the (due to Space Limits, See Proxy | ||||
Material for Full Proposal). | Management | For | Voted - For | |
3D. | Removal of Directors - Proposal to Approve | |||
Provisions Permitting the Removal of A Director | ||||
Only for Cause and Only by the Affirmative Vote of | ||||
Not Less Than Two-thirds of the Outstanding Shares | ||||
Entitled to Vote at an Election of Directors, | ||||
Voting Together As A Single Class. | Management | For | Voted - For | |
3E. | Action by Written Consent of Stockholders - | |||
Proposal to Approve Provisions Requiring | ||||
Stockholders to Take Action at an Annual Or Special | ||||
Meeting and Prohibiting Stockholder Action by | ||||
Written Consent in Lieu of A Meeting. | Management | For | Voted - For | |
3F. | Other Changes in Connection with Adoption of the | |||
Proposed Organizational Documents - Proposal to | ||||
Authorize (1) Changing the Corporate Name from | ||||
"motive Capital Corp" to "forge Global Holdings, | ||||
Inc.", (2) Making New Forge's Corporate Existence | ||||
Perpetual, and (3) Removing Certain Provisions | ||||
Related to Motive's Status As A Blank Check Company | ||||
That Will No Longer be Applicable Upon Consummation | ||||
of the Business Combination. | Management | For | Voted - For | |
4. | The Binding Charter Proposal - Proposal to Approve | |||
by Special Resolution the Proposed Charter in the | ||||
Form Attached As Annex B to the Proxy Statement. | ||||
Approval of the Business Combination Proposal, the | ||||
Redomestication Proposal, the Binding Charter | ||||
Proposal, and the Nyse Proposal are Each | ||||
Cross-conditioned on the Approval of the Others at | ||||
the Extraordinary Meeting. Therefore, If Any of the | ||||
Business Combination Proposal, Redomestication | ||||
Proposal, Or Nyse Proposal is Not Approved, the | ||||
Binding Charter Proposal Will Have No Effect. | Management | For | Voted - For | |
5. | The Director Election Proposal - Proposal to | |||
Approve by Ordinary Resolution of the Holders of | ||||
Class B Ordinary Shares of Motive the Seven (7) | ||||
Individuals to Serve As Members of the New Forge | ||||
Board of Directors Following the Consummation of | ||||
the Business Combination. the Director Election | ||||
Proposal is Conditioned on the Approval of Each of | ||||
the Business Combination Proposal, the | ||||
Redomestication Proposal, the Nyse Proposal and the | ||||
Binding Charter Proposal, As Well As Upon the | ||||
Consummation of the (due to Space Limits, See | ||||
Proxy Material for Full Proposal). | Management | For | Voted - For | |
6. | The Nyse Proposal - Proposal to Approve by Ordinary | |||
Resolution, for Purposes of Complying with | ||||
Applicable Listing Rules of the New York Stock | ||||
Exchange, the Issuance of More Than 20% of the | ||||
Issued and Outstanding Ordinary Shares of Motive | ||||
Pursuant to the Business Combination. Approval of | ||||
the Business Combination Proposal, the | ||||
Redomestication Proposal, the Binding Charter | ||||
92 |
RiverPark Short Term High Yield Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
Proposal, and the Nyse Proposal are Each Cross- | |||||
Conditioned on the Approval of the Others at the | |||||
Extraordinary Meeting. (due to Space Limits, See | |||||
Proxy Material for Full Proposal). | Management | For | Voted - For | ||
7. | The Incentive Plan Proposal - Proposal to Approve | ||||
by Ordinary Resolution the Forge Global Holdings, | |||||
Inc. 2022 Stock Option and Incentive Plan in the | |||||
Form Attached As Annex I to the Proxy Statement. | |||||
the Incentive Plan Proposal is Conditioned on the | |||||
Approval of Each of the Business Combination | |||||
Proposal, the Redomestication Proposal, the Nyse | |||||
Proposal and the Binding Charter Proposal, As Well | |||||
As Upon the Consummation of the Business | |||||
Combination. Therefore, If Each of the Business | |||||
(due to Space Limits, See Proxy Material for | |||||
Full Proposal). | Management | For | Voted - For | ||
8. | The Employee Stock Purchase Plan Proposal - | ||||
Proposal to Approve by Ordinary Resolution the | |||||
Forge Global Holdings, Inc. 2022 Employee Stock | |||||
Purchase Plan in the Form Attached As Annex J to | |||||
the Proxy Statement. the Employee Stock Purchase | |||||
Plan Proposal is Conditioned on the Approval of | |||||
Each of the Business Combination Proposal, the | |||||
Redomestication Proposal, the Nyse Proposal and the | |||||
Binding Charter Proposal, As Well As Upon the | |||||
Consummation of the Business Combination. | |||||
Therefore, If Each of (due to Space Limits, See | |||||
Proxy Material for Full Proposal). | Management | For | Voted - For | ||
9. | The Adjournment Proposal - Proposal to Approve by | ||||
Ordinary Resolution the Adjournment of the | |||||
Extraordinary Meeting to A Later Date Or Dates, If | |||||
Necessary, to Permit Further Solicitation and Vote | |||||
of Proxies If There are Insufficient Votes For, Or | |||||
Otherwise in Connection With, the Approval of the | |||||
Business Combination Proposal, the Redomestication | |||||
Proposal, the Binding Charter Proposal, the | |||||
Incentive Plan Proposal, the Employee Stock | |||||
Purchase Plan Proposal, the Director Election | |||||
(due to Space Limits, See Proxy Material for | |||||
Full Proposal). | Management | For | Voted - For | ||
NAVSIGHT HOLDINGS, INC. | |||||
Security ID: 639358100 | Ticker: NSH | ||||
Meeting Date: 13-Aug-21 | Meeting Type: Special | ||||
1. | The Business Combination Agreement Proposal - to | ||||
Consider and Vote Upon A Proposal to Approve the | |||||
Business Combination Agreement, Dated As of | |||||
February 28, 2021, by and Among Navsight, Merger | |||||
Sub, Spire, and the Founders. It Provides That, | |||||
Among Other Things, Merger Sub Will Merge with and | |||||
Into Spire and the Combined Company Will Operate As | |||||
Spire. | Management | For | Voted - For | ||
93 |
RiverPark Short Term High Yield Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | |
2. | Organizational Documents Proposal - to Authorize an | |||
Increase in the Authorized Shares of Navsight | ||||
Common Stock and Navsight Preferred Stock. | Management | For | Voted - For | |
3. | Organizational Documents Proposal - to Authorize | |||
Certain Changes to Navsight's Dual Class Structure, | ||||
Including Providing That the New Spire Class B | ||||
Common Stock Will Have Nine Votes Per Share on Each | ||||
Matter Properly Submitted to Stockholders Entitled | ||||
to Vote. | Management | For | Voted - For | |
4. | Organizational Documents Proposal - to Provide That | |||
the New Spire Board be Divided Into Three Classes | ||||
with Only One Class of Directors Being Elected in | ||||
Each Year and Each Class Serving A Three-year Term. | Management | For | Voted - For | |
5. | Organizational Documents Proposal - to Authorize | |||
All Other Changes in Connection with the | ||||
Replacement of the Organizational Documents with | ||||
the Proposed Certificate of Incorporation and | ||||
Proposed Bylaws (as More Fully Described in the | ||||
Proxy Statement/prospectus), Including (i) Changing | ||||
New Spire's Name to "spire Global, Inc.," (ii) | ||||
Eliminating the Waiver of Corporate Opportunity | ||||
Doctrine, and (iii) Adopting Delaware As the | ||||
Exclusive Forum for Certain Stockholder Litigation. | Management | For | Voted - For | |
6. | Director Election Proposal - to Consider and Vote | |||
Upon A Proposal, Assuming the Bca Proposal and the | ||||
Organizational Documents Proposals are Approved, to | ||||
Elect Five Directors Who, Upon Consummation of the | ||||
Business Combination, Will be the Directors of New | ||||
Spire. | Management | For | Voted - For | |
7. | The Stock Issuance Proposal - to Consider and Vote | |||
Upon A Proposal to Approve for Purposes of | ||||
Complying with the Applicable Provisions of Section | ||||
312.03 of the Nyse's Listed Company Manual, the | ||||
Issuance of Shares of New Spire Class A Common | ||||
Stock to the Pipe Investors Pursuant to the Pipe | ||||
Investment and Shares of New Spire Class B Common | ||||
Stock to the Founders Pursuant to the Business | ||||
Combination Agreement, Respectively. | Management | For | Voted - For | |
8. | The Equity Incentive Plan Proposal - to Consider | |||
and Vote Upon A Proposal to Approve the Spire 2021 | ||||
Equity Incentive Plan. | Management | For | Voted - For | |
9. | The Espp Proposal - to Consider and Vote Upon A | |||
Proposal to Approve the Spire 2021 Employee Stock | ||||
Purchase Plan. | Management | For | Voted - For | |
10. | The Adjournment Proposal - to Consider and Vote | |||
Upon A Proposal to Approve the Adjournment of the | ||||
Special Meeting to A Later Date Or Dates, If | ||||
Necessary, to Permit Further Solicitation and Vote | ||||
of Proxies in the Event That There are Insufficient | ||||
Votes for the Approval of One Or More Proposals at | ||||
the Special Meeting. | Management | For | Voted - For |
94
RiverPark Short Term High Yield Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
NEXTGEN ACQUISITION CORPORATION | |||||
Security ID: G65305107 | Ticker: NGAC | ||||
Meeting Date: 18-Aug-21 | Meeting Type: Special | ||||
1. | The Bca Proposal - to Consider and Vote Upon A | ||||
Proposal to Approve by Ordinary Resolution and | |||||
Adopt the Agreement and Plan of Merger, Dated As of | |||||
February 21, 2021, As Amended on May 14, 2021 (the | |||||
"merger Agreement"), by and Among Nextgen | |||||
Acquisition Corporation ("nextgen"), Sky Merger Sub | |||||
I, Inc. ("merger Sub") and Xos, Inc. ("xos"), A | |||||
Copy of Which is Attached to the Proxy | |||||
Statement/prospectus Statement As Annex A. the | |||||
Merger Agreement Provides For, Among Other Things, | |||||
the Merger of Merger Sub with (due to Space | |||||
Limits, See Proxy Statement for Full Proposal). | Management | For | Voted - For | ||
2. | The Domestication Proposal - to Consider and Vote | ||||
Upon A Proposal to Approve by Special Resolution, | |||||
the Change of Nextgen's Jurisdiction of | |||||
Incorporation by Deregistering As an Exempted | |||||
Company in the Cayman Islands and Continuing and | |||||
Domesticating As A Corporation Incorporated Under | |||||
the Laws of the State of Delaware (the | |||||
"domestication" And, Together with the Merger, the | |||||
"business Combination") (the "domestication | |||||
Proposal"). | Management | For | Voted - For | ||
2A. | Organizational Documents Proposals - to Consider | ||||
and Vote Upon the Following Four Separate Proposals | |||||
(collectively, the "organizational Documents | |||||
Proposals") to Approve by Special Resolution, the | |||||
Following Material Differences Between Nextgen's | |||||
Amended and Restated Memorandum and Articles of | |||||
Association (as May be Amended from Time to Time, | |||||
the "cayman Constitutional Documents") and the | |||||
Proposed New Certificate of Incorporation | |||||
("proposed Certificate of Incorporation") and the | |||||
Proposed New | (due to Space Limits, See Proxy | ||||
Statement for Full Proposal). | Management | For | Voted - For | ||
3. | Organizational Documents Proposal A - to Authorize | ||||
the Change in the Authorized Share Capital of | |||||
Nextgen from 500,000,000 Class A Ordinary Shares, | |||||
Par Value $0.0001 Per Share (the "nextgen Class A | |||||
Ordinary Shares"), 50,000,000 Class B Ordinary | |||||
Shares, Par Value $0.0001 Per Share (the "nextgen | |||||
Class B Ordinary Shares" And, Together with the | |||||
Class A Ordinary Shares, the "ordinary Shares"), | |||||
and 5,000,000 Preferred Shares, Par Value $0.0001 | |||||
Per Share (the "nextgen Preferred Shares"), to | |||||
1,000,000,000 Shares (due to Space Limits, See | |||||
Proxy Statement for Full Proposal). | Management | For | Voted - For | ||
4. | Organizational Documents Proposal B - to Authorize | ||||
the Board of Directors of New Xos (the "new Xos | |||||
Board") to Issue Any Or All Shares of New Xos | |||||
Preferred Stock in One Or More Series, with Such | |||||
95 |
RiverPark Short Term High Yield Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | |
Terms and Conditions As May be Expressly Determined | ||||
by the New Xos Board and As May be Permitted by the | ||||
Dgcl ("organizational Documents Proposal B"). | Management | For | Voted - For | |
5. | Organizational Documents Proposal C - to Provide | |||
That the New Xos Board be Divided Into Three | ||||
Classes, with Each Class Made Up Of, As Nearly As | ||||
May be Possible, of One-third of the Total Number | ||||
of Directors Constituting the Entire New Xos Board, | ||||
with Only One Class of Directors Being Elected in | ||||
Each Year and Each Class Serving A Three-year Term | ||||
("organizational Documents Proposal C"). | Management | For | Voted - For | |
6. | Organizational Documents Proposal D - to Authorize | |||
All Other Changes in Connection with the | ||||
Replacement of Cayman Constitutional Documents with | ||||
the Proposed Certificate of Incorporation and | ||||
Proposed Bylaws in Connection with the Consummation | ||||
of the Business Combination (copies of Which are | ||||
Attached to the Proxy Statement/prospectus As Annex | ||||
I and Annex J, Respectively), Including (1) | ||||
Changing the Corporate Name from "nextgen | ||||
Acquisition Corporation" to "xos, Inc.", (2) Making | ||||
New (due to Space Limits, See Proxy Statement | ||||
for Full Proposal). | Management | For | Voted - For | |
7. | The Director Election Proposal - to Consider and | |||
Vote Upon A Proposal to Approve by Ordinary | ||||
Resolution, Assuming the Bca Proposal, the | ||||
Domestication Proposal and the Organizational | ||||
Documents Proposals are Approved, to Elect Six | ||||
Directors Who, Upon Consummation of the Business | ||||
Combination, Will be the Directors of New Xos (the | ||||
"director Election Proposal"). | Management | For | Voted - For | |
8. | The Stock Issuance Proposal - to Consider and Vote | |||
Upon A Proposal to Approve by Ordinary Resolution | ||||
for Purposes of Complying with the Applicable | ||||
Provisions of the Nasdaq Stock Market Listing Rule | ||||
5635, the Issuance of New Xos Common Stock to (a) | ||||
the Pipe Investors (as Defined in the Proxy | ||||
Statement/prospectus), Including the Sponsor | ||||
Related Pipe Investor (as Defined in the Proxy | ||||
Statement/prospectus), Pursuant to the Pipe | ||||
Investment (as Defined in the Proxy (due to | ||||
Space Limits, See Proxy Statement for Full | ||||
Proposal). | Management | For | Voted - For | |
9. | The Equity Incentive Plan Proposal - to Consider | |||
and Vote Upon A Proposal to Approve by Ordinary | ||||
Resolution, the Xos, Inc. 2021 Equity Incentive | ||||
Plan (the "equity Incentive Plan Proposal"). | Management | For | Voted - For | |
10. | The Espp Proposal - to Consider and Vote Upon A | |||
Proposal to Approve by Ordinary Resolution, the | ||||
Xos, Inc. 2021 Employee Stock Purchase Plan (the | ||||
"espp Proposal"). | Management | For | Voted - For | |
11. | The Adjournment Proposal - to Consider and Vote | |||
Upon A Proposal to Approve the Adjournment of the | ||||
Extraordinary General Meeting to A Later Date Or | ||||
Dates, If Necessary, to Permit Further Solicitation | ||||
and Vote of Proxies in the Event That There are |
96
RiverPark Short Term High Yield Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
Insufficient Votes for the Approval of One Or More | |||||
Proposals at the Extraordinary General Meeting (the | |||||
"adjournment Proposal"). | Management | For | Voted - For | ||
NOVUS CAPITAL CORPORATION II | |||||
Security ID: 67012W104 Ticker: NXU | |||||
Meeting Date: 10-Feb-22 | Meeting Type: Special | ||||
1. | To Approve and Adopt the Business Combination | ||||
Agreement and Plan of Reorganization, Dated As of | |||||
September 8, 2021 (as May be Amended from Time to | |||||
Time, the "business Combination Agreement"), by and | |||||
Among Novus, Energy Vault, Inc., A Delaware | |||||
Corporation ("energy Vault"), and Nccii Merger | |||||
Corp., A Delaware Corporation ("merger Sub"), and | |||||
the Transactions Contemplated Thereby, Pursuant to | |||||
Which Novus Will Issue Shares of Common Stock of | |||||
Novus ("combined Company Common Stock") to Holders | |||||
of (due to Space Limits, See Proxy Statement for | |||||
Full Proposal). | Management | For | Voted - For | ||
2A. | To Approve the Following Amendment to Novus's | ||||
Current Amended and Restated Certificate of | |||||
Incorporation: to Change the Name of Novus Capital | |||||
Corporation II to "energy Vault Holdings, Inc." | Management | For | Voted - For | ||
2B. | To Approve the Following Amendment to Novus's | ||||
Current Amended and Restated Certificate of | |||||
Incorporation: to Eliminate the Class B Common | |||||
Stock Classification and Provide for A Single Class | |||||
of Common Stock. | Management | For | Voted - For | ||
2C. | To Approve the Following Amendment to Novus's | ||||
Current Amended and Restated Certificate of | |||||
Incorporation: to Change the Number of Authorized | |||||
Shares of Novus's Capital Stock, Par Value $0.0001 | |||||
Per Share, from 525,000,000 Shares, Consisting of | |||||
(a) 520,000,000 Shares of Common Stock, Including | |||||
500,000,000 Shares of Novus Common Stock and | |||||
20,000,000 Shares of Class B Common Stock and (b) | |||||
5,000,000 Shares of Preferred Stock, to 505,000,000 | |||||
Shares, Consisting of (i) 500,000,000 Shares of | |||||
Common Stock and (ii) 5,000,000 Shares of Preferred | |||||
Stock. | Management | For | Voted - For | ||
2D. | To Approve the Following Amendment to Novus's | ||||
Current Amended and Restated Certificate of | |||||
Incorporation: to Provide That Any Director Or the | |||||
Entire Board of Directors of Novus May be Removed | |||||
from Office at Any Time, But Only for Cause and | |||||
Only by the Affirmative Vote of the Holders of at | |||||
Least 66 2/3% of the Voting Power of All Then- | |||||
Outstanding Shares of Novus's Capital Stock | |||||
Entitled to Vote Thereon, Voting Together As A | |||||
Single Class. | Management | For | Voted - For | ||
2E. | To Approve the Following Amendment to Novus's | ||||
Current Amended and Restated Certificate of | |||||
97 |
RiverPark Short Term High Yield Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
Incorporation: to Eliminate the Current Limitations | |||||
in Place on the Corporate Opportunity Doctrine. | Management | For | Voted - For | ||
2F. | To Approve the Following Amendment to Novus's | ||||
Current Amended and Restated Certificate of | |||||
Incorporation: to Increase the Required Vote | |||||
Thresholds for Approving Amendments to the Bylaws | |||||
and to Certain Specified Provisions of the | |||||
Certificate of Incorporation to 66 2/3%. | Management | For | Voted - For | ||
2G. | To Approve the Following Amendment to Novus's | ||||
Current Amended and Restated Certificate of | |||||
Incorporation: to Approve All Other Changes, | |||||
Including Eliminating Certain Provisions Related to | |||||
Special Purpose Acquisition Corporations That Will | |||||
No Longer be Relevant Following the Closing of the | |||||
Business Combination (the "closing"). | Management | For | Voted - For | ||
3. | To Adopt the Energy Vault Holdings, Inc. 2022 | ||||
Equity Incentive Plan (the "2022 Plan") Established | |||||
to be Effective After the Closing to Assist Novus, | |||||
Immediately Upon Consummation of the Business | |||||
Combination (the "combined Company"), in Retaining | |||||
the Services of Eligible Employees, Directors and | |||||
Consultants, to Secure and Retain the Services of | |||||
New Employees, Directors and Consultants and to | |||||
Provide Incentives for Such Persons to Exert | |||||
Maximum Efforts for the Combined Company's Success. | Management | For | Voted - For | ||
4. | To (i) Approve the Issuance of Combined Company | ||||
Common Stock to (a) Energy Vault's Stockholders As | |||||
A Result of the Merger Pursuant to the Business | |||||
Combination Agreement, and (b) the Investors in the | |||||
Pipe; and (ii) Approve the Issuance of Equity | |||||
Awards Under the 2022 Plan If Such Plan is Approved | |||||
in Accordance with Proposal 3 ("equity Incentive | |||||
Plan Proposal"). | Management | For | Voted - For | ||
5. | To Adjourn the Special Meeting to A Later Date Or | ||||
Dates, If Necessary, to Permit Further Solicitation | |||||
and Vote of Proxies If, Based Upon the Tabulated | |||||
Vote at the Time of the Special Meeting, There are | |||||
Not Sufficient Votes to Approve One Or More | |||||
Proposals Presented to Stockholders for Vote. | Management | For | Voted - For | ||
OAKTREE ACQUISITION CORP. II | |||||
Security ID: G6715X103 Ticker: OACB | |||||
Meeting Date: 07-Jun-22 | Meeting Type: Special | ||||
1. | The Business Combination Proposal - Resolved, As an | ||||
Ordinary Resolution, That Oacb's Entry Into the | |||||
Business Combination Agreement, Dated As of | |||||
December 7, 2021 (as May be Amended, Supplemented | |||||
Or Otherwise Modified from Time to Time, the | |||||
"business Combination Agreement"), by and Among | |||||
Oacb, Alvotech Holdings S.a., A Public Limited | |||||
Liability Company (société Anonyme) Incorporated | |||||
and Existing Under the Laws of the Grand Duchy of | |||||
Luxembourg, Having Its Registered Office at 9, Rue |
98
RiverPark Short Term High Yield Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
De (due to Space Limits, See Proxy Material for | |||||
Full Proposal). | Management | For | Voted - For | ||
2. | The First Merger Proposal - Resolved, As A Special | ||||
Resolution, That (a) Oacb be Authorized to Merge | |||||
with Topco So That Topco is the Surviving Entity | |||||
and All the Undertaking, Property and Liabilities | |||||
of Oacb Vest in Topco; (b) the Plan of Merger in | |||||
the Form Tabled to the General Meeting (a Draft of | |||||
Which is Attached to the Accompanying Proxy | |||||
Statement/prospectus As Exhibit G of Annex A, the | |||||
"plan of First Merger") be Authorized, Approved and | |||||
Confirmed in All Respects; and (c) Oacb be | |||||
Authorized to Enter Into the Plan of First Merger. | Management | For | Voted - For | ||
3. | The Adjournment Proposal - Resolved, As an Ordinary | ||||
Resolution, That the Adjournment of the Oacb | |||||
General Meeting to A Later Date Or Dates (a) to the | |||||
Extent Necessary to Ensure That Any Required | |||||
Supplement Or Amendment to the Accompanying Proxy | |||||
Statement/prospectus is Provided to Oacb | |||||
Shareholders, (b) in Order to Solicit Additional | |||||
Proxies from Oacb Shareholders in Favor of One Or | |||||
More of the Proposals at the Oacb General Meeting | |||||
Or (c) If Oacb Shareholders Redeem an Amount of the | |||||
Oacb (due to Space Limits, See Proxy Material | |||||
for Full Proposal). | Management | For | Voted - For | ||
PTK ACQUISITION CORP. | |||||
Security ID: 69375F108 | Ticker: PTK | ||||
Meeting Date: 28-Sep-21 | Meeting Type: Special | ||||
1. | The Business Combination Proposal - to Adopt and | ||||
Approve the Business Combination Agreement, Dated | |||||
As of May 25, 2021 (the "business Combination | |||||
Agreement"), Among Ptk, Valens Semiconductor Ltd, A | |||||
Company Organized Under the Laws of the State of | |||||
Israel ("valens") and Valens Merger Sub, Inc., A | |||||
Delaware Corporation and Wholly Owned Subsidiary of | |||||
Valens ("merger Sub"), Pursuant to Which Merger Sub | |||||
Will Merge with and Into Ptk, with Ptk Surviving | |||||
the Merger As A Wholly Owned Subsidiary of Valens | |||||
(the "business Combination"). | Management | For | Voted - For | ||
2. | The Adjournment Proposal - to Approve A Proposal to | ||||
Adjourn the Special Meeting to A Later Date Or | |||||
Dates If It is Determined That More Time is | |||||
Necessary Or Appropriate, in the Judgment of the | |||||
Board of Directors of Ptk Or the Officer Presiding | |||||
Over the Special Meeting, for Ptk to Consummate the | |||||
Business Combination. | Management | For | Voted - For |
99
RiverPark Short Term High Yield Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
ROTH CH ACQUISITION II | |||||
Security ID: 778673103 | Ticker: ROCC | ||||
Meeting Date: 27-Jul-21 | Meeting Type: Special | ||||
1. | The Business Combination Proposal - to Approve and | ||||
Adopt, Assuming Each of the Charter Proposal and | |||||
the Nasdaq Proposal is Approved and Adopted, the | |||||
Agreement and Plan of Merger, Dated As of April 14, | |||||
2021 (the "merger Agreement"), by and Among Rocc, | |||||
Roth Ch II Merger Sub Corp., A Delaware Corporation | |||||
and Wholly- Owned Subsidiary of Rocc ("merger | |||||
Sub"), and Reservoir Holdings, Inc., A Delaware | |||||
Corporation ("reservoir"), Pursuant to Which Merger | |||||
Sub Will be Merged with and Into Reservoir, with | |||||
(due to Space Limits, See Proxy Statement for | |||||
Full Proposal). | Management | For | Voted - For | ||
2A. | To Approve the Proposed Second Amended and Restated | ||||
Certificate of Incorporation of Rocc, A Copy of | |||||
Which is Attached to the Proxy Statement As Annex | |||||
B: to Amend the Name of the New Public Entity from | |||||
"roth Ch Acquisition II Co." to "reservoir Media, | |||||
Inc." | Management | For | Voted - For | ||
2B. | To Approve the Proposed Second Amended and Restated | ||||
Certificate of Incorporation of Rocc, A Copy of | |||||
Which is Attached to the Proxy Statement As Annex | |||||
B: to Remove Various Provisions Applicable Only to | |||||
Blank Check Companies. | Management | For | Voted - For | ||
2C. | To Approve the Proposed Second Amended and Restated | ||||
Certificate of Incorporation of Rocc, A Copy of | |||||
Which is Attached to the Proxy Statement As Annex | |||||
B: to Increase Total Number of Authorized Shares of | |||||
the Combined Company's Common Stock to 750,000,000. | Management | For | Voted - For | ||
2D. | To Approve the Proposed Second Amended and Restated | ||||
Certificate of Incorporation of Rocc, A Copy of | |||||
Which is Attached to the Proxy Statement As Annex | |||||
B: to Authorize A Total of 75,000,000 Shares of the | |||||
Combined Company's Preferred Stock. | Management | For | Voted - For | ||
2E. | To Approve the Proposed Second Amended and Restated | ||||
Certificate of Incorporation of Rocc, A Copy of | |||||
Which is Attached to the Proxy Statement As Annex | |||||
B: to Require an Affirmative Vote of Holders of at | |||||
Least Two- Thirds (66 and 2/3%) of the Total Voting | |||||
Power of All of the Then Outstanding Shares of | |||||
Stock of the Combined Company, Voting Together As A | |||||
Single Class, to Amend, Alter, Repeal Or Rescind | |||||
Certain Provisions of the Proposed Charter. | Management | For | Voted - For | ||
2F. | To Approve the Proposed Second Amended and Restated | ||||
Certificate of Incorporation of Rocc, A Copy of | |||||
Which is Attached to the Proxy Statement As Annex | |||||
B: to Require an Affirmative Vote of Holders of at | |||||
Least Two- Thirds (66 and 2/3%) of the Voting Power | |||||
of All of the Then Outstanding Shares of Voting | |||||
Stock of the Combined Company Entitled to Vote | |||||
Generally in an Election of Directors, Voting |
100
RiverPark Short Term High Yield Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | |
Together As A Single Class, to Adopt, Amend, Alter | ||||
Or Repeal the Combined Company's Amended and | ||||
Restated Bylaws. | Management | For | Voted - For | |
2G. | To Approve the Proposed Second Amended and Restated | |||
Certificate of Incorporation of Rocc, A Copy of | ||||
Which is Attached to the Proxy Statement As Annex | ||||
B: to Provide for the Removal of Directors for | ||||
Cause Only by Affirmative Vote of Holders of at | ||||
Least Two- Thirds (66 and 2/3%) of the Voting Power | ||||
of All of the Then Outstanding Shares of Voting | ||||
Stock of the Combined Company Entitled to Vote at | ||||
an Election of Directors. | Management | For | Voted - For | |
3. | The Nasdaq Proposal - to Approve, Assuming the | |||
Business Combination Proposal is Approved and | ||||
Adopted, for Purposes of Complying with Applicable | ||||
Listing Rules of the Nasdaq Stock Market Llc | ||||
("nasdaq"), the Issuance of More Than 20% of the | ||||
Issued and Outstanding Shares of Rocc's Common | ||||
Stock in Connection with (i) the Terms of the | ||||
Merger Agreement, Which Will Result in A Change of | ||||
Control, As Required by Nasdaq Listing Rule 5635(a) | ||||
and 5635(b), (ii) the Issuance and Sale of (due | ||||
to Space Limits, See Proxy Statement for Full | ||||
Proposal). | Management | For | Voted - For | |
4.1 | Director: Rell Lafargue | Management | For | Voted - For |
4.2 | Director: Neil De Gelder | Management | For | Voted - For |
4.3 | Director: Stephen M. Cook | Management | For | Voted - For |
4.4 | Director: Jennifer G. Koss | Management | For | Voted - For |
4.5 | Director: Adam Rothstein | Management | For | Voted - For |
4.6 | Director: Golnar Khosrowshahi | Management | For | Voted - For |
4.7 | Director: Ezra S. Field | Management | For | Voted - For |
4.8 | Director: Ryan P. Taylor | Management | For | Voted - For |
5. | The Incentive Plan Proposal - to Approve and Adopt, | |||
Assuming the Business Combination Proposal is | ||||
Approved and Adopted, Reservoir Media, Inc. 2021 | ||||
Omnibus Incentive Plan, A Copy of Which is Attached | ||||
to This Proxy Statement As Annex D, Which Will be | ||||
Assumed by the Combined Company in Connection with | ||||
the Business Combination. | Management | For | Voted - For | |
6. | The Adjournment Proposal - to Approve A Proposal to | |||
Adjourn the Special Meeting of Stockholders to A | ||||
Later Date Or Dates, If Necessary, to Permit | ||||
Further Solicitation and Vote of Proxies If, Based | ||||
Upon the Tabulated Vote at the Time of the Special | ||||
Meeting of Stockholders, There are Not Sufficient | ||||
Votes to Approve the Business Combination Proposal, | ||||
the Charter Proposal, the Nasdaq Proposal, the | ||||
Directors Proposal Or the Incentive Plan Proposal. | Management | For | Voted - For |
101
RiverPark Short Term High Yield Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
ROTOR ACQUISITION CORP. | |||||
Security ID: 77879W105 Ticker: ROT | |||||
Meeting Date: 15-Sep-21 | Meeting Type: Special | ||||
1. | Business Combination Proposal - Proposal to Adopt | ||||
the Merger Agreement, Dated As of April 5, 2021, by | |||||
and Among the Company, Rotor Merger Sub Corp., A | |||||
Wholly Owned Subsidiary of the Company ("merger | |||||
Sub"), and Sarcos Corp. ("sarcos"), A Copy of Which | |||||
is Attached As Annex A to the Proxy Statement, and | |||||
Approve the Transactions Contemplated Thereby, | |||||
Including the Merger of Sarcos with and Into Merger | |||||
Sub with Sarcos Continuing As A Wholly Owned | |||||
Subsidiary of the Company. Approval of the Business | |||||
(due to Space Limits, See Proxy Statement for | |||||
Full Proposal). | Management | For | Voted - For | ||
2. | Nyse Proposal - Proposal to Approve, for Purposes | ||||
of Complying with Applicable Nyse Listing Rules, | |||||
the Issuance of More Than 20% of the Company's | |||||
Issued and Outstanding Common Stock in Connection | |||||
with the Business Combination and the Pipe | |||||
Financing. Approval of the Business Combination | |||||
Proposal, Nyse Proposal and Charter Approval | |||||
Proposal are Each Cross- Conditioned on the | |||||
Approval of the Others at the Special Meeting. | |||||
Therefore, If Either of the Business Combination | |||||
Proposal Or Charter Approval Proposal is Not | |||||
Approved, the Nyse Proposal Will Have No Effect. | Management | For | Voted - For | ||
3. | Charter Approval Proposal - Proposal to Adopt the | ||||
Second Amended and Restated Certificate of | |||||
Incorporation of the Company in the Form Attached | |||||
As Annex B to the Proxy Statement. Approval of the | |||||
Business Combination Proposal, Nyse Proposal and | |||||
Charter Approval Proposal are Each Cross- | |||||
Conditioned on the Approval of the Others at the | |||||
Special Meeting. Therefore, If Either of the | |||||
Business Combination Proposal Or Nyse Proposal is | |||||
Not Approved, the Charter Approval Proposal Will | |||||
Have No Effect. | Management | For | Voted - For | ||
4A. | Increase in Authorized Stock - Proposal to Change | ||||
the Capital Structure of the Company from (i) | |||||
70,000,000 Class A Common Stock, 12,500,000 Class B | |||||
Common Stock and 1,000,000 Preferred Stock, Each | |||||
Par Value $0.0001 Per Share, to (ii) | |||||
990,000,000,000 Shares of Common Stock and | |||||
10,000,000 Shares of Preferred Stock, Each Par | |||||
Value $0.0001 Per Share. the Single Class of Common | |||||
Stock of the Company is Entitled to One Vote for | |||||
Each Share of Common Stock Held of Record by Such | |||||
Holder on All Matters on (due to Space Limits, | |||||
See Proxy Statement for Full Proposal). | Management | For | Voted - For | ||
4B. | Adoption of Supermajority Vote Requirement to Amend | ||||
the Second Amended and Restated Certificate of | |||||
Incorporation - Proposal to Require at Least 66 |
102
RiverPark Short Term High Yield Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | |
2/3% of the Voting Power of All the Then- | ||||
Outstanding Shares of Capital Stock Entitled to | ||||
Vote Generally in the Election of Directors Will be | ||||
Required for Stockholders, Voting As A Single | ||||
Class, for the Amendment, Repeal Or Modification of | ||||
the Following Provisions of the Second Amended and | ||||
Restated Certificate of Incorporation of the | ||||
Company: (i) (due to Space Limits, See Proxy | ||||
Statement for Full Proposal). | Management | For | Voted - For | |
4C. | Removal of Directors - Proposal to Provide That, | |||
Subject to the Rights of the Holders of Any | ||||
Outstanding Series of Preferred Stock, Any Director | ||||
Or the Entire Board of Directors, May be Removed, | ||||
for Cause, by the Affirmative Vote of at Least 66 | ||||
2/3% of the Voting Power of the Stock Outstanding | ||||
and Entitled to Vote Thereon. | Management | For | Voted - For | |
4D. | Action by Written Consent of Stockholders - | |||
Proposal to Eliminate the Right of Stockholders to | ||||
Act by Written Consent. | Shareholder | For | Voted - For | |
5.1 | Director: Benjamin G. Wolff | Management | For | Voted - For |
5.2 | Director: Brian D. Finn | Management | For | Voted - For |
5.3 | Director: Peter Klein | Management | For | Voted - For |
5.4 | Director: Laura J. Peterson | Management | For | Voted - For |
5.5 | Director: Eric T. Olson | Management | For | Voted - For |
5.6 | Director: Dennis Weibling | Management | For | Voted - For |
5.7 | Director: Matthew Shigenobu Muta | Management | For | Voted - For |
5.8 | Director: Priya Balasubramaniam | Management | For | Voted - For |
6. | Incentive Plan Proposal - Proposal to Approve the | |||
Incentive Plan, Including the Authorization of the | ||||
Initial Share Reserve Under the Incentive Plan in | ||||
the Form Attached As Annex E to the Proxy | ||||
Statement. the Incentive Plan Proposal is | ||||
Conditioned on the Approval of Each of the Business | ||||
Combination Proposal, Nyse Proposal, and the | ||||
Charter Approval Proposal. Therefore, If Each of | ||||
the Business Combination Proposal, Nyse Proposal, | ||||
and the Charter Approval Proposal is Not Approved, | ||||
the Incentive Plan Proposal Will Have No Effect. | Management | For | Voted - For | |
7. | Employee Stock Purchase Plan Proposal - Proposal to | |||
Approve the Employee Stock Purchase Plan, Including | ||||
the Authorization of the Initial Share Reserve | ||||
Under the Employee Stock Purchase Plan in the Form | ||||
Attached As Annex F to the Proxy Statement. the | ||||
Employee Stock Purchase Plan Proposal is | ||||
Conditioned on the Approval of Each of the Business | ||||
Combination Proposal, Nyse Proposal, and the | ||||
Charter Approval Proposal. Therefore, If Each of | ||||
the Business Combination Proposal, Nyse Proposal, | ||||
and the (due to Space Limits, See Proxy | ||||
Statement for Full Proposal). | Management | For | Voted - For | |
8. | Adjournment Proposal - A Proposal to Adjourn the | |||
Special Meeting to A Later Date Or Dates, If | ||||
Necessary, to Permit Further Solicitation and Vote | ||||
of Proxies If There are Insufficient Votes For, Or | ||||
Otherwise in Connection With, the Approval of the | ||||
103 |
RiverPark Short Term High Yield Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
Business Combination Proposal, the Nyse Proposal, | |||||
the Charter Approval Proposal, the Governance | |||||
Proposal, the Director Election Proposal, the | |||||
Incentive Plan Proposal Or the Employee Stock | |||||
Purchase Plan Proposal. the Adjournment Proposal is | |||||
Not (due to Space Limits, See Proxy Statement | |||||
for Full Proposal). | Management | For | Voted - For | ||
SCVX CORP. | |||||
Security ID: G79448208 | Ticker: SCVX | ||||
Meeting Date: 25-Jan-22 | Meeting Type: Special | ||||
1. | Extension Proposal - Extend the Date That the | ||||
Company Has to Consummate A Business Combination | |||||
from January 28, 2022 to July 28, 2022. | Management | For | Voted - For | ||
2. | Adjournment Proposal - Adjourn the Extraordinary | ||||
General Meeting to A Later Date Or Dates, If | |||||
Necessary, to Permit Further Solicitation and Vote | |||||
of Proxies in the Event That There are Insufficient | |||||
Votes For, Or Otherwise in Connection With, the | |||||
Approval of Proposal 1. | Management | For | Voted - For | ||
SEAPORT GLOBAL ACQUISITION CORP. | |||||
Security ID: 812227106 | Ticker: SGAM | ||||
Meeting Date: 20-Oct-21 | Meeting Type: Special | ||||
1) | The Business Combination Proposal - to Approve and | ||||
Adopt the Business Combination Agreement, Dated As | |||||
of May 16, 2021 and Amended September 24, 2021 (as | |||||
the Same May be Amended from Time to Time, the | |||||
"business Combination Agreement"), by and Among | |||||
Sgac, Seaport Merger Sub Llc ("merger Sub"), | |||||
Redwood Holdco, Lp ("parent") and Redwood | |||||
Intermediate, Llc ("redbox"), Which Provides For, | |||||
Among Other Things, Sgac Acquiring Certain Equity | |||||
Interests of Redbox from Parent,its Sole Member, | |||||
(due to Space Limits, See Proxy Statement for | |||||
Full Proposal). | Management | For | Voted - For | ||
2) | The Charter Amendment Proposal - to Approve and | ||||
Adopt, Assuming the Business Combination Proposal | |||||
is Approved and Adopted, the Second Amended and | |||||
Restated Certificate of Incorporation of Sgac (the | |||||
"proposed Charter"), Which, If Approved, Would Take | |||||
Effect Upon the Closing of the Business Combination | |||||
(the "closing"). | Management | For | Voted - For | ||
3A) | Advisory Charter Proposal A - to Authorize an | ||||
Additional 490,000,000 Shares of Common Stock, | |||||
Which Would Consist of (i) Increasing the Number of | |||||
Shares of Class A Common Stock from 100,000,000 | |||||
Shares to 500,000,000 Shares and (ii) Increasing | |||||
the Number of Shares of Class B Common Stock from | |||||
10,000,000 Shares to 100,000,000 Shares. | Management | For | Voted - For |
104
RiverPark Short Term High Yield Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | |
3B) | Advisory Charter Proposal B - to Amend the Terms of | |||
the Class B Common Stock to Provide That the Class | ||||
B Common Stock Will Convey No Economic Rights But | ||||
Will Entitle Its Holder to Vote on All Matters to | ||||
be Voted on by Stockholders Generally in Order to | ||||
Implement our "up-c" Structure. | Management | For | Voted - For | |
3C) | Advisory Charter Proposal C - to Provide for the | |||
Waiver of the Corporate Opportunity Doctrine for | ||||
Apollo and Its Affiliates, Which Specifically | ||||
Contemplates Their Ongoing Business Activities and | ||||
Arrangements. | Management | For | Voted - For | |
3D) | Advisory Charter Proposal D - to Provide That | |||
Actions Under the Proposed Charter Relating to the | ||||
Nomination and Election of Directors are Subject to | ||||
the Stockholders Agreement to be Entered Into Among | ||||
Sgac and Certain Stockholders of Sgac Upon the | ||||
Closing of the Business Combination. | Management | For | Voted - For | |
3E) | Advisory Charter Proposal E - to Prohibit Certain | |||
Stockholders from Acting by Written Consent by | ||||
Specifying That Any Action Required Or Permitted to | ||||
be Taken by Stockholders Must be Effected by A Duly | ||||
Called Annual Or Special Meeting and May Not be | ||||
Effected by Written Consent. | Management | For | Voted - For | |
3F) | Advisory Charter Proposal F - to Change the | |||
Stockholder Vote Required from the Affirmative Vote | ||||
of the Holders of at Least A Majority of the | ||||
Outstanding Common Stock Entitled to Vote Thereon | ||||
to the Affirmative Vote of the Holders of at Least | ||||
66 2/3%of the Voting Power of the Outstanding | ||||
Shares of Capital Stock Entitled to Vote Thereon, | ||||
Voting Together As A Single Class, to Amend the | ||||
Proposed Charter. | Management | For | Voted - For | |
3G) | Advisory Charter Proposal G - to Change the | |||
Stockholder Vote Required from the Affirmative Vote | ||||
of the Holders of at Least A Majority of the | ||||
Outstanding Common Stock Entitled to Vote Thereon | ||||
to the Affirmative Vote of the Holders of at Least | ||||
66 2/3%of the Voting Power of the Outstanding | ||||
Voting Stock Entitled to Vote Thereon for the | ||||
Removal of Directors. | Management | For | Voted - For | |
3H) | Advisory Charter Proposal H - to Provide for | |||
Certain Additional Changes, Including, Among Other | ||||
Things, (i) Changing the Post-business Combination | ||||
Company's Corporate Name from "seaport Global | ||||
Acquisition Corp." to "redbox Entertainment Inc." | ||||
and Making the Company's Corporate Existence | ||||
Perpetual and (ii) Removing Certain Provisions | ||||
Related to our Status As A Blank Check Company That | ||||
Will No Longer Apply Upon Consummation of the | ||||
Business Combination All of Which our Board of | ||||
Directors (due to Space Limits, See Proxy | ||||
Statement for Full Proposal). | Management | For | Voted - For | |
4) | The Nasdaq Proposal - to Approve, Assuming the | |||
Business Combination Proposal and the Charter | ||||
Amendment Proposal are Approved and Adopted, for | ||||
Purposes of Complying with the Applicable | ||||
105 |
RiverPark Short Term High Yield Fund
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
Provisions of Nasdaq Listing Rule 5635(d), the | |||||
Issuance of More Than 20% of Common Stock in | |||||
Connection with the Business Combination. | Management | For | Voted - For | ||
5.1 | Director: Vikas M. Keswani | Management | For | Voted - For | |
5.2 | Director: Michael Redd | Management | For | Voted - For | |
5.3 | Director: David B. Sambur | Management | For | Voted - For | |
5.4 | Director: Jay Burnham | Management | For | Voted - For | |
5.5 | Director: Galen C. Smith | Management | For | Voted - For | |
5.6 | Director: Lee J. Solomon | Management | For | Voted - For | |
5.7 | Director: Charles Yamarone | Management | For | Voted - For | |
5.8 | Director: Reed Rayman | Management | For | Voted - For | |
5.9 | Director: Kimberly Kelleher | Management | For | Voted - For | |
6) | The Incentive Plan Proposal - to Approve and Adopt, | ||||
Assuming the Condition Precedent Proposals are | |||||
Approved and Adopted, the Incentive Plan (as | |||||
Defined in the Proxy Statement). | Management | For | Voted - For | ||
7) | The Adjournment Proposal - to Approve the | ||||
Adjournment of the Special Meeting to A Later Date | |||||
Or Dates, If Necessary Or Appropriate, to Permit | |||||
Further Solicitation and Vote of Proxies in the | |||||
Event That There are Insufficient Votes For, Or | |||||
Otherwise in Connection With, the Approval of Any | |||||
of the Condition Precedent Proposals Or the | |||||
Incentive Plan Proposal. | Management | For | Voted - For | ||
SEVEN OAKS ACQUISITION CORP | |||||
Security ID: 81787X106 | Ticker: SVOK | ||||
Meeting Date: 07-Dec-21 | Meeting Type: Special | ||||
1. | The Business Combination Proposal - to Consider and | ||||
Vote Upon A Proposal to Approve the Agreement and | |||||
Plan of Merger (as the Same May be Amended And/or | |||||
Restated from Time to Time, the "business | |||||
Combination Agreement"), Dated June 13, 2021, by | |||||
and Among Seven Oaks, Blossom Merger Sub, Inc., A | |||||
Wholly Owned Subsidiary of Seven Oaks ("merger | |||||
Sub"), Blossom Merger Sub II, Llc, A Wholly Owned | |||||
Subsidiary of Seven Oaks ("merger Sub II"), and | |||||
Giddy Inc. (d/b/a Boxed), A Delaware Corporation | |||||
(due to Space Limits, See Proxy Statement for | |||||
Full Proposal). | Management | For | Voted - For | ||
2. | Organizational Documents Proposal - to Consider and | ||||
Vote Upon A Proposal to Approve, Assuming the | |||||
Business Combination Proposal is Approved and | |||||
Adopted, the Proposed Amended and Restated | |||||
Certificate of Incorporation and the Proposed | |||||
Amended and Restated Bylaws of Seven Oaks, Which | |||||
Will be Renamed "boxed, Inc." ("new Boxed") in | |||||
Connection with the Business Combination. | Management | For | Voted - For | ||
3A. | Advisory Organizational Documents Proposal - to | ||||
Authorize the Change in the Authorized Capital | |||||
Stock of Seven Oaks from 380,000,000 Shares of | |||||
Class A Common Stock, Par Value $0.0001 Per Share, |
106
RiverPark Short Term High Yield Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | |
20,000,000 Shares of Class B Common Stock, Par | ||||
Value $0.0001 Per Share, and 1,000,000 Shares of | ||||
Preferred Stock, Par Value $0.0001 Per Share, to | ||||
600,000,000 Shares of Common Stock, Par Value | ||||
$0.0001 Per Share, of New Boxed and 60,000,000 | ||||
Shares of Preferred Stock, Par Value $0.0001 Per | ||||
Share, of New Boxed. | Management | For | Voted - For | |
3B. | Advisory Organizational Documents Proposal - to | |||
Authorize All Other Changes in Connection with the | ||||
Replacement of the Current Organizational Documents | ||||
with the Proposed Organizational Documents in | ||||
Connection with the Consummation of the Business | ||||
Combination, Including (1) Changing the Corporate | ||||
Name from "seven Oaks Acquisition Corp." to "boxed, | ||||
Inc.", (2) Making New Boxed's Corporate Existence | ||||
Perpetual, (3) Electing Not to be Governed by | ||||
Section 203 of the Dgcl And, Instead, to be | ||||
Governed (due to Space Limits, See Proxy | ||||
Statement for Full Proposal). | Management | For | Voted - For | |
4. | The Stock Issuance Proposal - to Consider and Vote | |||
Upon A Proposal to Approve, Assuming the Business | ||||
Combination Proposal and the Organizational | ||||
Documents Proposal are Approved and Adopted, for | ||||
the Purposes of Complying with the Applicable | ||||
Listing Rules of Nasdaq, the Issuance of (x) Shares | ||||
of New Boxed Common Stock Pursuant to the Terms of | ||||
the Business Combination Agreement, (y) Shares of | ||||
Seven Oaks Class A Common Stock to Certain | ||||
Institutional and Other Investors in Connection | ||||
with the (due to Space Limits, See Proxy | ||||
Statement for Full Proposal). | Management | For | Voted - For | |
5. | The Incentive Award Plan Proposal - to Consider and | |||
Vote Upon A Proposal to Approve, Assuming the | ||||
Business Combination Proposal, the Organizational | ||||
Documents Proposal and the Stock Issuance Proposal | ||||
are Approved and Adopted, the Boxed, Inc. 2021 | ||||
Incentive Award Plan (the "incentive Award Plan"), | ||||
Including the Authorization of the Initial Share | ||||
Reserve Under the Incentive Award Plan. | Management | For | Voted - For | |
6. | The Espp Proposal - to Consider and Vote Upon A | |||
Proposal to Approve, Assuming the Business | ||||
Combination Proposal, the Organizational Documents | ||||
Proposal and the Stock Issuance Proposal are | ||||
Approved and Adopted, the Boxed, Inc. 2021 Employee | ||||
Stock Purchase Plan (the "esp Plan"), Including the | ||||
Authorization of the Initial Share Reserve Under | ||||
the Esp Plan. | Management | For | Voted - For | |
7. | The Adjournment Proposal - to Consider and Vote | |||
Upon A Proposal to Approve the Adjournment of the | ||||
Special Meeting to A Later Date Or Dates, If | ||||
Necessary, to Permit Further Solicitation and Vote | ||||
of Proxies If, Based Upon the Tabulated Vote at the | ||||
Time of the Special Meeting, Any of the Business | ||||
Combination Proposal, the Organizational Documents | ||||
Proposal, the Stock Issuance Proposal, the | ||||
Incentive Plan Proposal and the Espp Proposal Would |
107
RiverPark Short Term High Yield Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
Not be Duly Approved and Adopted by our (due to | |||||
Space Limits, See Proxy Statement for Full | |||||
Proposal). | Management | For | Voted - For | ||
SOARING EAGLE ACQUISITION CORP. | |||||
Security ID: G8354H126 Ticker: SRNG | |||||
Meeting Date: 14-Sep-21 | Meeting Type: Special | ||||
1. | The Business Combination Proposal - to Consider and | ||||
Vote Upon A Proposal to Approve and Adopt, by Way | |||||
of Ordinary Resolution, the Agreement and Plan of | |||||
Merger, Dated As of May 11, 2021 (as May be | |||||
Amended, Restated, Supplemented Or Otherwise | |||||
Modified from Time to Time, the "merger | |||||
Agreement"), by and Among Srng, Seac Merger Sub | |||||
Inc., A Delaware Corporation and A Wholly Owned | |||||
Subsidiary of Srng ("merger Sub"), and Ginkgo | |||||
Bioworks, Inc. A Delaware Corporation ("ginkgo"), | |||||
Pursuant to Which, Among Other (due to Space | |||||
Limits, See Proxy Statement for Full Proposal). | Management | For | Voted - For | ||
2. | The Domestication Proposal - to Consider and Vote | ||||
Upon A Proposal to Approve, by Way of Special | |||||
Resolution in Accordance with Article 49 of Srng's | |||||
Amended and Restated Articles of Association, | |||||
Assuming the Business Combination Proposal is | |||||
Approved and Adopted, the Transfer of Srng by Way | |||||
of Continuation to Delaware Pursuant to Part Xii of | |||||
the Companies Act (revised) of the Cayman Islands | |||||
and Section 388 of the General Corporation Law of | |||||
the State of Delaware And, (due to Space Limits, | |||||
See Proxy Statement for Full Proposal). | Management | For | Voted - For | ||
3. | The Governing Documents Proposal - to Consider and | ||||
Vote Upon A Proposal to Approve and Adopt, by Way | |||||
of Special Resolution, Assuming the Business | |||||
Combination Proposal and the Domestication Proposal | |||||
are Approved and Adopted, the Proposed Certificate | |||||
of Incorporation of Srng (the "proposed Charter"), | |||||
and the Proposed Bylaws of Srng (the "proposed | |||||
Bylaws"), Which Together Will Replace Srng's | |||||
Amended and Restated Memorandum and Articles of | |||||
Association, Dated October 22, 2020 (the "current | |||||
Charter"), (due to Space Limits, See Proxy | |||||
Statement for Full Proposal). | Management | For | Voted - For | ||
4A. | Advisory Governing Documents Proposal A - Under the | ||||
Proposed Charter, New Ginkgo Will be Authorized to | |||||
Issue 16,000,000,000 Shares of Capital Stock, | |||||
Consisting of (i) 15,800,000,000 Shares of Common | |||||
Stock, Including 10,500,000,000 Shares of New | |||||
Ginkgo Class A Common Stock, Par Value $0.0001 Per | |||||
Share ("new Ginkgo Class A Common Stock"), | |||||
4,500,000,000 Shares of New Ginkgo Class B Common | |||||
Stock, Par Value $0.0001 Per Share ("new Ginkgo | |||||
Class B Common Stock"), and 800,000,000 Shares of |
108
RiverPark Short Term High Yield Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | |
New Ginkgo Class C (due to Space Limits, See | ||||
Proxy Statement for Full Proposal). | Management | For | Voted - For | |
4B. | Advisory Governing Documents Proposal B - Holders | |||
of Shares of New Ginkgo Class A Common Stock Will | ||||
be Entitled to Cast One Vote Per Share of New | ||||
Ginkgo Class A Common Stock on Each Matter Properly | ||||
Submitted to New Ginkgo's Stockholders Entitled to | ||||
Vote, Holders of Shares of New Ginkgo Class B | ||||
Common Stock Will be Entitled to Cast 10 Votes Per | ||||
Share of New Ginkgo Class B Common Stock on Each | ||||
Matter Properly Submitted to New Ginkgo's | ||||
Stockholders Entitled to Vote and Holders of Shares | ||||
of New (due to Space Limits, See Proxy Statement | ||||
for Full Proposal). | Management | For | Voted - For | |
4C. | Advisory Governing Documents Proposal C - the | |||
Number of Directors Constituting the New Ginkgo | ||||
Board of Directors (the "new Ginkgo Board") Shall | ||||
be Fixed from Time to Time Solely by Resolution of | ||||
the New Ginkgo Board and the Holders of Shares of | ||||
New Ginkgo Class B Common Stock Shall be Entitled | ||||
to Nominate and Elect One-quarter of the Total | ||||
Number of Directors of New Ginkgo (the "class B | ||||
Directors") for So Long As the Outstanding Number | ||||
of Shares of Class B Common Stock Continue to | ||||
Represent (due to Space Limits, See Proxy | ||||
Statement for Full Proposal). | Management | For | Voted - For | |
4D. | Advisory Governing Documents Proposal D - (i) the | |||
Number of Authorized Shares of New Ginkgo Class A | ||||
Common Stock, New Ginkgo Class B Common Stock and | ||||
New Ginkgo Class C Common Stock May be Increased by | ||||
the Affirmative Vote of the Holders of Shares | ||||
Representing A Majority of the Voting Power of All | ||||
of the Outstanding Shares of Capital Stock of New | ||||
Ginkgo Entitled to Vote Thereon, Irrespective of | ||||
the Provisions of Section 242(b) (2) of the Dgcl | ||||
(or Any Successor Provision Thereto), (ii) the | ||||
(due to Space Limits, See Proxy Statement for | ||||
Full Proposal). | Management | For | Voted - For | |
4E. | Advisory Governing Documents Proposal E - | |||
Authorization of All Other Changes in the Proposed | ||||
Charter and the Proposed Bylaws, Including (1) | ||||
Adopting Delaware As the Exclusive Forum for | ||||
Certain Stockholder Litigation and the Federal | ||||
District Courts of the United States As the | ||||
Exclusive Forum for Certain Other Stockholder | ||||
Litigation, in Each Case Unless New Ginkgo | ||||
Expressly Consents in Writing to the Selection of | ||||
an Alternative Forum, (2) Electing Not to be | ||||
Governed by Section 203 of the Dgcl and | (due to | |||
Space Limits, See Proxy Statement for Full | ||||
Proposal). | Management | For | Voted - For | |
4F. | Advisory Governing Documents Proposal F - | |||
Authorization of an Amendment to the Proposed | ||||
Charter in Order to Change the Corporate Name of | ||||
"soaring Eagle Acquisition Corp." to "ginkgo |
109
RiverPark Short Term High Yield Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | |
Bioworks Holdings, Inc." in Connection with the | ||||
Consummation of the Business Combination. | Management | For | Voted - For | |
5. | The Director Election Proposal - for Holders of | |||
Srng Class B Ordinary Shares, to Consider and Vote | ||||
Upon A Proposal to Approve, by Way of Ordinary | ||||
Resolution, Assuming the Business Combination | ||||
Proposal, the Domestication Proposal and the | ||||
Governing Documents Proposal are Approved and | ||||
Adopted, to Elect Seven Directors to Serve on the | ||||
New Ginkgo Board; Provided That As Long As the | ||||
Outstanding Number of Shares of New Ginkgo Class B | ||||
Common Stock Continue to Represent at Least 2% of | ||||
the (due to Space Limits, See Proxy Statement | ||||
for Full Proposal). | Management | For | Voted - For | |
6. | The Stock Issuance Proposal - to Consider and Vote | |||
Upon A Proposal to Approve, by Way of Ordinary | ||||
Resolution, Assuming the Business Combination | ||||
Proposal, the Domestication Proposal, the Governing | ||||
Documents Proposal and the Director Election | ||||
Proposal are Approved and Adopted, for the Purposes | ||||
of Complying with the Applicable Listing Rules of | ||||
Nasdaq, the Issuance of (x) Shares of New Ginkgo | ||||
Class A Common Stock Pursuant to the Terms of the | ||||
Merger Agreement and (y) Shares of New Srng Class A | ||||
Common Stock (due to Space Limits, See Proxy | ||||
Statement for Full Proposal). | Management | For | Voted - For | |
7. | The Incentive Plan Proposal - to Consider and Vote | |||
Upon A Proposal to Approve by Way of Ordinary | ||||
Resolution, Assuming the Business Combination | ||||
Proposal, the Domestication Proposal, the Governing | ||||
Documents Proposal, the Director Election Proposal | ||||
and the Stock Issuance Proposal are Approved and | ||||
Adopted, the Ginkgo Bioworks Holdings, Inc. 2021 | ||||
Incentive Award Plan (the "2021 Plan"), Including | ||||
the Authorization of the Initial Share Reserve | ||||
Under the 2021 Plan (we Refer to Such Proposal As | ||||
the "incentive Plan Proposal"). | Management | For | Voted - For | |
8. | The Espp Proposal - to Consider and Vote Upon A | |||
Proposal to Approve by Way of Ordinary Resolution, | ||||
Assuming the Business Combination Proposal, the | ||||
Domestication Proposal, the Governing Documents | ||||
Proposal, the Director Election Proposal, the Stock | ||||
Issuance Proposal and the Incentive Plan Proposal | ||||
are Approved and Adopted, the Ginkgo Bioworks | ||||
Holdings, Inc. 2021 Employee Stock Purchase Plan | ||||
(the "espp"), Including the Authorization of the | ||||
Initial Share Reserve Under the Espp (the "espp | ||||
Proposal"). | Management | For | Voted - For | |
9. | The Adjournment Proposal - to Consider and Vote | |||
Upon A Proposal to Approve by Way of Ordinary | ||||
Resolution the Adjournment of the Special Meeting | ||||
to A Later Date Or Dates, If Necessary, to Permit | ||||
Further Solicitation and Vote of Proxies If, Based | ||||
Upon the Tabulated Vote at the Time of the Special | ||||
Meeting, Any of the Business Combination Proposal, | ||||
the Domestication Proposal, the Governing Documents | ||||
110 |
RiverPark Short Term High Yield Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
Proposal, the Director Election Proposal, the Stock | |||||
Issuance Proposal, the Incentive Plan (due to | |||||
Space Limits, See Proxy Statement for Full | |||||
Proposal). | Management | For | Voted - For | ||
STAR PEAK CORP II | |||||
Security ID: 855179107 | Ticker: STPC | ||||
Meeting Date: 28-Sep-21 | Meeting Type: Special | ||||
1. | The Business Combination Proposal - to Consider and | ||||
Vote Upon A Proposal to Approve and Adopt the | |||||
Agreement and Plan of Merger, Dated As of May 8, | |||||
2021 (as It May be Amended And/or Restated from | |||||
Time to Time, the "merger Agreement"), by and Among | |||||
the Star Peak Corp II (the "company" Or "stpc" And, | |||||
Following the Consummation of the Merger (as | |||||
Defined Below), "new Benson Hill"), Stpc II Merger | |||||
Sub Corp., A Delaware Corporation and Wholly-owned | |||||
Subsidiary of Stpc ("merger Sub"), and Benson Hill, | |||||
(due to Space Limits, See Proxy Statement for | |||||
Full Proposal). | Management | For | Voted - For | ||
2. | The Charter Proposal - to Approve the Elimination | ||||
of the Class B Common Stock Classification and | |||||
Provide for A Single Class of Common Stock. | Management | For | Voted - For | ||
3. | The Charter Proposal - to Provide That Amendments | ||||
to the Company's Waiver of Corporate Opportunities | |||||
Will Only be Prospective Only and Provide Certain | |||||
Other Clarificatory Amendments to the Waiver of | |||||
Corporate Opportunities Provision. | Management | For | Voted - For | ||
4. | The Charter Proposal - to Provide That, Prior to | ||||
the Third Anniversary of the Closing of the Merger, | |||||
the Affirmative Vote of at Least 66 2/3% of the | |||||
Voting Power of the Outstanding Shares of Capital | |||||
Stock Outstanding and Entitled to Vote Thereon, | |||||
Voting Together As A Single Class, Shall be | |||||
Required to (a) Adopt, Amend Or Repeal the Bylaws | |||||
by Action of the Stockholders of New Benson Hill, | |||||
Or (b) to Amend Or Repeal Any Provision of the | |||||
Proposed Charter in Article V (board of (due to | |||||
Space Limits, See Proxy Statement for Full | |||||
Proposal). | Management | For | Voted - For | ||
5. | The Charter Proposal - Conditioned Upon the | ||||
Approval of Proposals No. 2 Through No. 4 Above, A | |||||
Proposal to Approve the Proposed Charter, Which | |||||
Includes the Approval of All Other Changes in the | |||||
Proposed Charter in Connection with Replacing the | |||||
Existing Charter with the Proposed Charter, | |||||
Including Changing Stpc's Name from "star Peak Corp | |||||
II" to "benson Hill, Inc." As of the Closing of the | |||||
Merger. | Management | For | Voted - For | ||
6. | The Nyse Proposal - to Consider and Vote Upon A | ||||
Proposal to Approve, for Purposes of Complying with | |||||
Applicable Listing Rules of the New York Stock | |||||
Exchange: (i) the Issuance of Shares of New Benson | |||||
111 |
RiverPark Short Term High Yield Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
Hill Common Stock Immediately Following the | |||||
Consummation of the Merger, Pursuant to the Pipe | |||||
Agreements (as Defined in the Proxy Statement); | |||||
(ii) the Issuance of Shares of New Benson Hill | |||||
Common Stock Pursuant to the Merger Agreement; and | |||||
(iii) the Related Change of Control of Stpc That | |||||
Will Occur (due to Space Limits, See Proxy | |||||
Statement for Full Proposal). | Management | For | Voted - For | ||
7. | The Incentive Plan Proposal - to Consider and Vote | ||||
Upon A Proposal to Approve and Adopt the New Benson | |||||
Hill 2021 Omnibus Incentive Plan. | Management | For | Voted - For | ||
8. | The Adjournment Proposal - to Consider and Vote | ||||
Upon A Proposal to Adjourn the Stpc Special Meeting | |||||
to A Later Date Or Dates, If Necessary, to Permit | |||||
Further Solicitation and Vote of Proxies If, Based | |||||
Upon the Tabulated Vote at the Time of the Stpc | |||||
Special Meeting, There are Not Sufficient Votes to | |||||
Approve the Business Combination Proposal, the | |||||
Charter Proposals, the Nyse Proposal Or the | |||||
Incentive Plan Proposal, Or Holders of Stpc's Class | |||||
A Common Stock Have Elected to Redeem an Amount of | |||||
Class A (due to Space Limits, See Proxy | |||||
Statement for Full Proposal). | Management | For | Voted - For | ||
TAILWIND ACQUISITION CORP. | |||||
Security ID: 87403Q102 | Ticker: TWND | ||||
Meeting Date: 17-Aug-21 | Meeting Type: Special | ||||
1. | The Business Combination Proposal - to Consider and | ||||
Vote Upon A Proposal to Approve the Business | |||||
Combination Agreement, Dated As of March 1, 2021, | |||||
by and Among Tailwind Acquisition Corp., A Delaware | |||||
Corporation ("tailwind"), Compass Merger Sub, Inc., | |||||
A Delaware Corporation and Wholly Owned Subsidiary | |||||
of Tailwind ("merger Sub"), Qomplx, Inc., A | |||||
Delaware Corporation ("qomplx") and Rationem, Llc, | |||||
A Delaware Limited Liability Company, in Its | |||||
Capacity As the Representative of the Stockholders | |||||
of Qomplx and | (due to Space Limits, See Proxy | ||||
Statement for Full Proposal). | Management | For | Voted - For | ||
2. | The Charter Proposal - to Consider and Vote Upon A | ||||
Proposal to Approve New Qomplx's (as Defined in the | |||||
Proxy Statement/ Prospectus) Amended and Restated | |||||
Certificate of Incorporation, to be Approved and | |||||
Adopted in Connection with the Business | |||||
Combination, A Form of Which is Attached to the | |||||
Proxy Statement/prospectus As Annex B (the "post- | |||||
Closing New Qomplx Certificate of Incorporation"). | Management | For | Voted - For | ||
3. | Governing Documents Proposal - to Decrease the | ||||
Number of Authorized Shares of Tailwind from | |||||
551,000,000 to 501,000,000. | Management | For | Voted - For | ||
4. | Governing Documents Proposal - to Eliminate the | ||||
Classification of Tailwind's Class B Common Stock, | |||||
Par Value $0.0001 Per Share. | Management | For | Voted - For | ||
112 |
RiverPark Short Term High Yield Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
5. | Governing Documents Proposal - to Provide That the | ||||
Number of Authorized Shares of Common Stock Or | |||||
Preferred Stock May be Increased Or Decreased by | |||||
the Affirmative Vote of the Holders of at Least A | |||||
Majority of the Voting Power of the Stock | |||||
Outstanding and Entitled to Vote Thereon | |||||
Irrespective of the Provisions of Section 242(b)(2) | |||||
of the Delaware General Corporation Law. | Management | For | Voted - For | ||
6. | Governing Documents Proposal - to Remove the | ||||
Provisions Regarding the Doctrine of Corporate | |||||
Opportunity from the Post- Closing New Qomplx | |||||
Certificate of Incorporation. | Management | For | Voted - For | ||
7. | Governing Documents Proposal - to Provide That the | ||||
Vote of Two- Thirds of the Voting Power of the | |||||
Stock Outstanding and Entitled to Vote Thereon, | |||||
Voting Together As A Single Class, Shall be | |||||
Required to Adopt, Amend Or Repeal Any Portion of | |||||
Post-closing New Qomplx Certificate of | |||||
Incorporation Inconsistent with Article V(b) | |||||
(preferred Stock), Article Vi, Article Vii, Article | |||||
Viii, Article Ix, Article X and Article Xi of the | |||||
Post-closing New Qomplx Certificate of | |||||
Incorporation. | Management | For | Voted - For | ||
8. | The Nyse Proposal - to Consider and Vote Upon A | ||||
Proposal to Approve, for Purposes of Complying with | |||||
Applicable Listing Rules of the New York Stock | |||||
Exchange, the Issuance of Shares of Class A Common | |||||
Stock, Par Value $0.0001 Per Share, of New Qomplx. | Management | For | Voted - For | ||
9. | The Incentive Plan Proposal - to Consider and Vote | ||||
Upon A Proposal to Approve and Adopt the 2021 | |||||
Qomplx, Inc. Incentive Equity Plan. | Management | For | Voted - For | ||
10. | The Adjournment Proposal - to Consider and Vote | ||||
Upon A Proposal to Adjourn the Tailwind Special | |||||
Meeting to A Later Date Or Dates, If Necessary, to | |||||
Permit Further Solicitation and Vote of Proxies If, | |||||
Based Upon the Tabulated Vote at the Time of the | |||||
Tailwind Special Meeting, There are Not Sufficient | |||||
Votes to Approve Any of the Business Combination | |||||
Proposal, the Charter Proposal, the Nyse Proposal | |||||
Or the Incentive Plan Proposal, Or Holders of | |||||
Tailwind's Class A Common Stock Have Elected to | |||||
(due to Space Limits, See Proxy Statement for | |||||
Full Proposal). | Management | For | Voted - For | ||
THAYER VENTURES ACQUISITION CORPORATION | |||||
Security ID: 88332T100 | Ticker: TVAC | ||||
Meeting Date: 08-Feb-22 | Meeting Type: Special | ||||
1. | The "business Combination Proposal" - to Consider | ||||
and Vote Upon A Proposal to Approve and Adopt the | |||||
Business Combination Agreement, Dated As of June | |||||
30, 2021, (as May be Further Amended from Time to | |||||
Time, the "business Combination Agreement"), by and | |||||
Among Thayer, the Blocker Merger Subs, the Company |
113
RiverPark Short Term High Yield Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | |
Merger Sub, the Blockers and Inspirato, Pursuant to | ||||
Which the Blocker Mergers Will be Effected And, | ||||
Immediately Following the Blocker Mergers, Company | ||||
Merger Sub Will Merge with and Into Inspirato, | ||||
(due to Space Limits, See Proxy Statement for | ||||
Full Proposal). | Management | For | Voted - For | |
2. | The "charter Proposal" - to Consider and Vote Upon | |||
A Proposal to Adopt the Proposed Certificate of | ||||
Incorporation in the Form Attached As Annex B to | ||||
the Accompanying Proxy Statement. | Management | For | Voted - For | |
3A. | Name Change Charter Amendment - to Change Thayer's | |||
Name to "inspirato Incorporated". | Management | For | Voted - For | |
3B. | Authorized Share Charter Amendment - to Increase | |||
the Number of Authorized Shares of our Class A | ||||
Common Stock, to Authorize A New Class of Common | ||||
Stock Called the Class V Common Stock, and to | ||||
Increase the Number of Authorized Shares of our | ||||
"blank Check" Preferred Stock. | Management | For | Voted - For | |
3C. | Actions by Stockholders Charter Amendment - to | |||
Require That Stockholders Only Act at Annual and | ||||
Special Meeting of the Corporation and Not by | ||||
Written Consent. | Management | For | Voted - For | |
3D. | Corporate Opportunity Charter Amendment - to | |||
Eliminate the Current Limitations in Place on the | ||||
Corporate Opportunity Doctrine. | Management | For | Voted - For | |
3E. | Voting Thresholds Charter Amendment - to Increase | |||
the Required Vote Thresholds for Stockholders | ||||
Approving Amendments to the Proposed Certificate of | ||||
Incorporation and the Proposed Bylaws to 66 2/3%. | Management | For | Voted - For | |
3F. | Classified Board Amendment - to Provide That the | |||
Pubco Board be Divided Into Three Classes with Only | ||||
One Class of Directors Being Elected in Each Year | ||||
and Each Class Serving A Three-year Term. | Management | For | Voted - For | |
3G. | Additional Governance Amendments - to Approve All | |||
Other Changes in Connection with the Replacement of | ||||
the Existing Thayer Bylaws and Existing Thayer | ||||
Certificate of Incorporation with the Proposed | ||||
Certificate of Incorporation and the Proposed | ||||
Bylaws, Including Adopting Delaware As the | ||||
Exclusive Forum for Certain Shareholder Litigation. | Management | For | Voted - For | |
4. | The "incentive Plan Proposal" - to Consider and | |||
Vote Upon A Proposal to Approve the Inspirato 2021 | ||||
Equity Incentive Plan, Including the Authorization | ||||
of the Initial Share Reserve Under Such Plan. | Management | For | Voted - For | |
5. | The "espp Proposal" - to Consider and Vote Upon A | |||
Proposal to Approve the Inspirato 2021 Employee | ||||
Stock Purchase Plan, Including the Authorization of | ||||
the Initial Share Reserve Under Such Plan. | Management | For | Voted - For | |
6A. | Merger Shares Issuance - to Issue Combined Company | |||
Class A Common Stock and Combined Company Class V | ||||
Common Stock in Connection with the Mergers | ||||
Pursuant to the Business Combination Agreement. | Management | For | Voted - For | |
6B. | Pipe Shares Issuance - to Issue Thayer Class A | |||
Common Stock to the Investors in the Pipe (as | ||||
Defined in the Accompanying Proxy Statement). | Management | For | Voted - For |
114
RiverPark Short Term High Yield Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
7. | The "adjournment Proposal" - A Proposal to Adjourn | ||||
the Special Meeting of Thayer's Stockholders to A | |||||
Later Date Or Dates, If Necessary, to Permit | |||||
Further Solicitation and Vote of Proxies If, Based | |||||
Upon the Tabulated Vote at the Time of the Special | |||||
Meeting, There are Not Sufficient Votes to Approve | |||||
One Or More Proposals Presented to Stockholders for | |||||
Vote at Such Special Meeting. | Management | For | Voted - For | ||
THIMBLE POINT ACQUISITION CORP. | |||||
Security ID: 88408P107 | Ticker: THMA | ||||
Meeting Date: 30-Nov-21 | Meeting Type: Special | ||||
1. | A Proposal to (a) Approve and Adopt the Business | ||||
Combination Agreement, Dated As of June 21, 2021 | |||||
(as It May be Amended, Supplemented Or Otherwise | |||||
Modified from Time to Time in Accordance with Its | |||||
Terms, the "business Combination Agreement"), by | |||||
and Among Thma, Oz Merger Sub, Inc., A Delaware | |||||
Corporation and Wholly-owned Subsidiary of Thma | |||||
("merger Sub"), and Pear Therapeutics, Inc., A | |||||
Delaware Corporation ("pear"), and (b) Approve the | |||||
Transactions Contemplated Thereby, Including | |||||
(due to Space Limits, See Proxy Statement for | |||||
Full Proposal). | Management | For | Voted - For | ||
2. | A Proposal to Amend the Current Certificate of | ||||
Incorporation of Thma (the "current Charter") and | |||||
Adopt the Second Amended and Restated Certificate | |||||
of Incorporation (the "proposed Charter") to be | |||||
Effective Upon the Consummation of the Merger (the | |||||
"closing") Which Will Include Amendments to (a) | |||||
Increase the Number of Authorized Shares of Thma's | |||||
Capital Stock, Par Value $0.0001 Per Share, from | |||||
221,000,000 Shares, Consisting of (i) 220,000,000 | |||||
Shares of Common Stock, Including 200,000,000 | |||||
Shares (due to Space Limits, See Proxy Statement | |||||
for Full Proposal). | Management | For | Voted - For | ||
3. | On A Non-binding Advisory Basis, A Separate | ||||
Proposal with Respect to Certain Governance | |||||
Provisions in the Proposed Charter in Accordance | |||||
with Securities and Exchange Commission Guidance. | |||||
the Proposed Charter, and the Provisions That are | |||||
the Subject of This Proposal, is Further Described | |||||
in the Proxy Statement for the Special Meeting and | |||||
A Copy of the Proposed Charter is Attached As Annex | |||||
B to the Proxy Statement. | Management | For | Voted - For | ||
4.1 | Director: Zack Lynch | Management | For | Voted - For | |
4.2 | Director: Kirthiga Reddy | Management | For | Voted - For | |
4.3 | Director: Andrew J. Schwab | Management | For | Voted - For | |
4.4 | Director: Alison Bauerlein | Management | For | Voted - For | |
4.5 | Director: Nancy Schlichting | Management | For | Voted - For | |
4.6 | Director: Jorge Gomez | Management | For | Voted - For | |
4.7 | Director: Corey Mccann | Management | For | Voted - For |
115
RiverPark Short Term High Yield Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
5. | A Proposal to Approve, in Connection with the | ||||
Merger, for Purposes of Complying with Applicable | |||||
Listing Rules of the Nasdaq Stock Market | |||||
("nasdaq"), the Issuance And/or Sale of (a) Up to | |||||
132,395,625 Thma Class A Common Shares to the | |||||
Holders of Pear's Capital Stock Pursuant to the | |||||
Business Combination Agreement and the Reservation | |||||
for Issuance of Thma Class A Common Shares Subject | |||||
to Rollover Options (as Defined in the Proxy | |||||
Statement) Pursuant to the Business Combination | |||||
Agreement (due to Space Limits, See Proxy | |||||
Statement for Full Proposal). | Management | For | Voted - For | ||
6. | A Proposal to Approve and Adopt the Pear Holdings | ||||
Corp. 2021 Stock Option and Incentive Plan (the | |||||
"2021 Plan"), A Copy of Which is Attached As Annex | |||||
K to the Proxy Statement, and the Material Terms | |||||
Thereunder. | Management | For | Voted - For | ||
7. | A Proposal to Approve and Adopt the Pear Holdings | ||||
Corp. Employee Stock Purchase Plan (the "2021 | |||||
Espp"), A Copy of Which is Attached As Annex L to | |||||
the Proxy Statement, and the Material Terms | |||||
Thereunder. | Management | For | Voted - For | ||
8. | A Proposal to Approve the Adjournment of the | ||||
Special Meeting to A Later Date Or Dates, If | |||||
Necessary, to Permit Further Solicitation and Vote | |||||
of Proxies in the Event That There are Insufficient | |||||
Votes For, Or Otherwise in Connection With, | |||||
Proposals 1-2 and 4-7. | Management | For | Voted - For | ||
VIRGIN GROUP ACQUISITION CORP. II | |||||
Security ID: G9460K102 Ticker: VGII | |||||
Meeting Date: 14-Jun-22 | Meeting Type: Special | ||||
1. | The Business Combination Proposal- Resolved, As an | ||||
Ordinary Resolution, That Vgac II's Entry Into That | |||||
Certain Agreement and Plan of Merger, Dated As of | |||||
December 7, 2021, As Amended and Restated on March | |||||
31, 2022 (as May be Further Amended, Supplemented, | |||||
Or Otherwise Modified from Time to Time, the | |||||
"merger Agreement"), by and Among Vgac II, | |||||
Treehouse Merger Sub, Inc., A Delaware Corporation | |||||
and Wholly Owned Direct Subsidiary of Vgac II | |||||
("vgac II Merger Sub I"), Treehouse Merger Sub II, | |||||
(due to Space Limits, See Proxy Material for | |||||
Full Proposal). | Management | For | Voted - For | ||
2. | The Domestication Proposal-resolved, As A Special | ||||
Resolution, That Vgac II be Transferred by Way of | |||||
Continuation to Delaware Pursuant to Part Xii of | |||||
the Companies Act (as Revised) of the Cayman | |||||
Islands and Section 388 of the General Corporation | |||||
Law of the State of Delaware ("dgcl") And, | |||||
Immediately Upon Being De- Registered in the Cayman | |||||
Islands, Vgac II be Continued and Domesticated As A | |||||
Public Benefit Corporation Under the Laws of the | |||||
116 |
RiverPark Short Term High Yield Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | |
State of Delaware And, Conditioned Upon, and with | ||||
Effect (due to Space Limits, See Proxy Material | ||||
for Full Proposal). | Management | For | Voted - For | |
3. | Charter Amendment Proposal-resolved, As A Special | |||
Resolution, That the Existing Amended and Restated | ||||
Memorandum and Articles of Association of Vgac II | ||||
(together, the "existing Governing Documents") be | ||||
Amended and Restated by the Deletion in Their | ||||
Entirety and the Substitution in Their Place of the | ||||
Proposed New Certificate of Incorporation, A Copy | ||||
of Which is Attached to the Proxy Statement/consent | ||||
Solicitation Statement/prospectus As Annex C (the | ||||
"proposed Certificate of Incorporation") and the | ||||
(due to Space Limits, See Proxy Material for | ||||
Full Proposal). | Management | For | Voted - For | |
4. | Governing Documents Proposal A- Resolved, As A | |||
Non-binding, Advisory Resolution, That the Change | ||||
in the Authorized Share Capital of Vgac II from (i) | ||||
Us$22,100 Divided Into 200,000,000 Class A Ordinary | ||||
Shares, Par Value $0.0001 Per Share, (ii) | ||||
20,000,000 Class B Ordinary Shares, Par Value | ||||
$0.0001 Per Share, and (iii) 1,000,000 Preference | ||||
Shares, Par Value $0.0001 Per Share, to (a) | ||||
600,000,000 Shares of New Grove Class A Common | ||||
Stock, (b) 200,000,000 Shares of New Grove Class B | ||||
Common Stock, (due to Space Limits, See Proxy | ||||
Material for Full Proposal). | Management | For | Voted - For | |
5. | Governing Documents Proposal B- Resolved, As A | |||
Non-binding, Advisory Resolution, That the | ||||
Amendment and Restatement of the Existing Governing | ||||
Documents be Approved and That All Other Immaterial | ||||
Changes Necessary Or, As Mutually Agreed in Good | ||||
Faith by Vgac II and Grove, Desirable in Connection | ||||
with the Replacement of the Existing Governing | ||||
Documents with the Proposed Certificate of | ||||
Incorporation and Proposed Bylaws As Part of the | ||||
Domestication (copies of Which are Attached to the | ||||
(due to Space Limits, See Proxy Material for | ||||
Full Proposal). | Management | For | Voted - For | |
6. | Governing Documents Proposal C- Resolved, As A | |||
Non-binding, Advisory Resolution, That the Issuance | ||||
of Shares of New Grove Class B Common Stock, Which | ||||
Will Allow Holders of New Grove Class B Common | ||||
Stock to Cast Ten Votes Per Share of New Grove | ||||
Class B Common Stock be Approved. | Management | For | Voted - For | |
7. | The Nyse Proposal-resolved, As an Ordinary | |||
Resolution, That for the Purposes of Complying with | ||||
the Applicable Provisions of New York Stock | ||||
Exchange ("nyse") Listing Rule 312.03, the Issuance | ||||
of Shares of New Grove Class A Common Stock, Shares | ||||
of New Grove Class B Common Stock and Warrants to | ||||
Purchase New Grove Class A Common Stock be Approved. | Management | For | Voted - For | |
8. | The Incentive Equity Plan Proposal- Resolved, As an | |||
Ordinary Resolution, That the Grove Collaborative | ||||
Holdings, Inc. 2022 Equity and Incentive Plan, A | ||||
Copy of Which is Attached to the Proxy |
117
RiverPark Short Term High Yield Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
Statement/consent Solicitation Statement/prospectus | |||||
As Annex I, be Adopted and Approved. | Management | For | Voted - For | ||
9. | Espp Proposal-resolved, As an Ordinary Resolution, | ||||
That the Grove Collaborative Holdings, Inc. | |||||
Employee Stock Purchase Plan, A Copy of Which is | |||||
Attached to the Proxy Statement/consent | |||||
Solicitation Statement/prospectus As Annex J, be | |||||
Adopted and Approved. | Management | For | Voted - For | ||
11. | The Adjournment Proposal-resolved, As an Ordinary | ||||
Resolution, That the Adjournment of the | |||||
Extraordinary General Meeting to A Later Date Or | |||||
Dates (a) to the Extent Necessary to Ensure That | |||||
Any Required Supplement Or Amendment to the | |||||
Accompanying Proxy Statement/consent Solicitation | |||||
Statement/prospectus is Provided to Vgac II | |||||
Shareholders, (b) in Order to Solicit Additional | |||||
Proxies from Vgac II Shareholders in Favor of One | |||||
Or More of the Proposals at the Extraordinary | |||||
General Meeting, (c) If, As of (due to Space | |||||
Limits, See Proxy Material for Full Proposal). | Management | For | Voted - For | ||
VIRTUOSO ACQUISITION CORP. | |||||
Security ID: 92837J104 | Ticker: VOSO | ||||
Meeting Date: 16-Nov-21 | Meeting Type: Special | ||||
1. | The Business Combination Proposal - to Consider and | ||||
Vote Upon A Proposal to Approve the Business | |||||
Combination Described in the Accompanying Proxy | |||||
Statement/prospectus, Including (a) Adopting the | |||||
Agreement and Plan of Merger Dated Effective As of | |||||
May 28, 2021 (the "business Combination Agreement") | |||||
by and Among Virtuoso, Wejo Group Limited, an | |||||
Exempted Company Limited by Shares Incorporated | |||||
Under the Laws of Bermuda (the "company"), | |||||
Yellowstone Merger Sub, Inc., A Delaware | |||||
Corporation and Direct, (due to Space Limits, | |||||
See Proxy Statement for Full Proposal). | Management | For | Voted - For | ||
2. | Organizational Document Proposal - to Consider and | ||||
Vote Upon A Proposal to Approve and Adopt the | |||||
Second Amended and Restated Certificate of | |||||
Incorporation of Virtuoso in the Form Attached to | |||||
the Proxy Statement/prospectus As Annex B. | Management | For | Voted - For | ||
3A. | Stockholder Meeting Quorum - to Approve the | ||||
Provision of the Company Bye-laws Which Provides | |||||
That in A General Meeting Convened by the Company's | |||||
Board of Directors ("company Board"), the Quorum | |||||
Required for Such Meeting Remains the Holders of A | |||||
Majority of the Issued Shares Entitled to Vote But | |||||
Also Requires That at Least Two Shareholders be | |||||
Present in Person Or by Proxy Representing the | |||||
Majority of the Shares of the Relevant Class. | Management | For | Voted - For | ||
3B. | Action by Written Consent - to Approve the | ||||
Provision of the Company Bye-laws Which Provides | |||||
That All Shareholder Action May Only be Taken at an |
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Proposal | Proposed by | Mgt. Position | Registrant Voted | |
Annual General Meeting Or Special General Meeting | ||||
of Shareholders and May Not be Taken by Written | ||||
Consent in Lieu of A Meeting. | Management | For | Voted - For | |
3C. | Removals; Vacancies - to Approve the Provision of | |||
the Company Bye-laws Which Provides That the | ||||
Company's Directors May Only be Removed for Cause, | ||||
and Only Upon the Affirmative Vote of Holders of at | ||||
Least 66 2/3% of the Then Issued and Outstanding | ||||
Shares Carrying the Right to Vote at General | ||||
Meetings at the Relevant Time. Additionally, That | ||||
Subject to the Rights Granted to One Or More Series | ||||
of Preference Shares Then Outstanding, Any | ||||
Newly-created Directorship on the Company Board | ||||
That Results (due to Space Limits, See Proxy | ||||
Statement for Full Proposal). | Management | For | Voted - For | |
3D. | Variation of Rights of Existing Series of Shares - | |||
to Approve the Provision of the Company Bye-laws | ||||
Which Provides That the Company Has More Than One | ||||
Class of Shares, the Rights Attaching to Any Class, | ||||
Unless Otherwise Provided for by the Terms of Issue | ||||
of the Relevant Class, May be Varied Either: (i) | ||||
with the Consent in Writing of the Holders of Not | ||||
Less Than Seventy-five Percent (75%) of the Issued | ||||
Shares of That Class Or (ii) with the Sanction of A | ||||
Resolution Passed by A Majority of the Votes | ||||
(due to Space Limits, See Proxy Statement for | ||||
Full Proposal). | Management | For | Voted - For | |
3E. | Amendment of the Bylaws/bye-laws - to Approve the | |||
Provision of the Company Bye- Laws Which Provides | ||||
That Amendments to the Company Bye-laws Will | ||||
Require the Approval of the Company Board and the | ||||
Affirmative Vote of A Majority of the Issued and | ||||
Outstanding Shares Carrying the Right to Vote at | ||||
General Meetings at the Relevant Time. in Addition, | ||||
Certain Provisions in the Company Bye-laws, | ||||
Including the Provisions Providing for A Classified | ||||
Board of Directors (the Election and Term of our | ||||
(due to Space Limits, See Proxy Statement for | ||||
Full Proposal). | Management | For | Voted - For | |
3F. | Classified Boards - to Approve the Provisions of | |||
the Company Bye-laws Which Provides That Subject to | ||||
the Right of Holders of Any Series of Preference | ||||
Shares, the Company Board Will be Divided Into | ||||
Three Classes of Directors, As Nearly Equal in | ||||
Number As Possible, and with the Directors Serving | ||||
Staggered Three-year Terms, with Only One Class of | ||||
Directors Being Elected at Each Annual Meeting of | ||||
Shareholders. As A Result, Approximately One- Third | ||||
of the Company Board Will be Elected Each Year. | Management | For | Voted - For | |
4. | Adjournment Proposal - to Consider and Vote Upon A | |||
Proposal to Adjourn the Special Meeting to A Later | ||||
Date Or Dates, If Necessary, to Permit Further | ||||
Solicitation and Vote of Proxies in the Event That | ||||
There are Insufficient Votes For, Or Otherwise in | ||||
Connection With, the Approval of the Business |
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Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
Combination Proposal, the Organizational Document | |||||
Proposal and the Governance Proposal. | Management | For | Voted - For | ||
VPC IMPACT ACQUISITION HOLDINGS III, INC | |||||
Security ID: 91835J108 | Ticker: VPCC | ||||
Meeting Date: 04-Jan-22 | Meeting Type: Special | ||||
1. | The Business Combination Proposal - to Consider and | ||||
Vote Upon A Proposal to Approve the Agreement and | |||||
Plan of Merger, Dated As of June 7, 2021 (as It May | |||||
be Amended from Time to Time, the "merger | |||||
Agreement"), by and Among Vpcc, Dave Inc., A | |||||
Delaware Corporation ("dave"), Bear Merger Company | |||||
I Inc., A Delaware Corporation and A Direct, Wholly | |||||
Owned Subsidiary of Vpcc ("first Merger Sub"), and | |||||
Bear Merger Company II Llc, A Delaware Limited | |||||
Liability Company and A Direct, Wholly Owned | |||||
Subsidiary (due to Space Limits, See Proxy | |||||
Statement for Full Proposal). | Management | For | Voted - For | ||
2. | The Charter Amendment Proposal - to Consider and | ||||
Act Upon A Proposal to Adopt the Proposed Second | |||||
Amended and Restated Certificate of Incorporation | |||||
of the Company (the "proposed Charter") Attached As | |||||
Annex B to the Proxy Statement/prospectus (the | |||||
"charter Amendment Proposal"). | Management | For | Voted - For | ||
3A. | To Consider and Vote Upon an Amendment to Vpcc's | ||||
Existing Charter to Increase the Total Number of | |||||
Authorized Shares of All Classes of Capital Stock | |||||
from 221,000,000 Shares To, Following the Automatic | |||||
Conversion of All Vpcc Class B Common Stock, Par | |||||
Value $0.0001 (the "vpcc Class B Common Stock") | |||||
Into Vpcc Class A Common Stock, Par Value $0.0001 | |||||
(the "vpcc Class A Common Stock") Immediately Prior | |||||
to the Closing of the Business Combination, | |||||
610,000,000 Shares, Which Would Consist of (a) | |||||
(due to Space Limits, See Proxy Statement for Full | |||||
Proposal). | Management | For | Voted - For | ||
3B. | To Consider and Vote Upon an Amendment to Vpcc's | ||||
Existing Charter to Authorize A Dual Class Common | |||||
Stock Structure Pursuant to Which Holders of | |||||
Combined Company Class A Common Stock Will be | |||||
Entitled to One Vote Per Share and Holders of | |||||
Combined Company Class V Common Stock Will be | |||||
Entitled to Ten Votes Per Share on Each Matter | |||||
Properly Submitted to the Combined Company's | |||||
Stockholders Entitled to Vote. | Management | For | Voted - For | ||
3C. | To Consider and Vote Upon an Amendment to Vpcc's | ||||
Existing Charter to Require, with Respect to Any | |||||
Vote to Increase Or Decrease the Number of | |||||
Authorized Shares of Any Class Or Classes of Stock | |||||
(but Not Below the Number of Shares Then | |||||
Outstanding), the Affirmative Vote of A Majority of | |||||
the Holders of All of the Then-outstanding Shares | |||||
of Capital Stock of the Combined Company Entitled | |||||
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Proposal | Proposed by | Mgt. Position | Registrant Voted | |
to Vote Thereon, Voting Together As A Single Class, | ||||
Irrespective of the Provisions of Section 242(b)(2) | ||||
of the (due to Space Limits, See Proxy | ||||
Statement for Full Proposal). | Management | For | Voted - For | |
3D. | To Consider and Vote Upon an Amendment to Vpcc's | |||
Existing Charter to Provide, Subject to the Special | ||||
Rights of the Holders of Any Series of Preferred | ||||
Stock of the Combined Company, That No Director May | ||||
be Removed from the Combined Company Board Except | ||||
for Cause and Only by the Affirmative Vote of the | ||||
Holders of at Least Two-thirds (2/3) of the Voting | ||||
Power of the Then-outstanding Shares of Capital | ||||
Stock of the Combined Company Entitled to Vote | ||||
Generally in the Election of Directors Voting | ||||
Together As A Single Class. | Management | For | Voted - For | |
3E. | To Consider and Vote Upon an Amendment to Vpcc's | |||
Existing Charter to Require the Affirmative Vote of | ||||
Either A Majority of the Total Number of Authorized | ||||
Directors Whether Or Not There Exist Any Vacancies | ||||
in Previously Authorized Directorships (the "whole | ||||
Board") Or the Holders of at Least Two-thirds (2/3) | ||||
of the Voting Power of All Then-outstanding Shares | ||||
of Capital Stock of the Combined Company Entitled | ||||
to Vote Generally in the Election of Directors, | ||||
Voting Together As A Single Class, for (due to | ||||
Space Limits, See Proxy Statement for Full | ||||
Proposal). | Management | For | Voted - For | |
3F. | To Consider and Vote Upon an Amendment to Vpcc's | |||
Existing Charter to Require the Affirmative Vote of | ||||
A Majority of the Board of Directors and the | ||||
Holders of Two-thirds (2/3) of the Voting Power of | ||||
the Then-outstanding Shares of Capital Stock of the | ||||
Combined Company for the Adoption, Amendment, Or | ||||
Repeal of Certain Provisions of the Proposed | ||||
Charter; Provided That If Two-thirds (2/3) of the | ||||
Whole Board Has Approved Such Amendment Or Repeal, | ||||
Then Only the Affirmative Vote of the Holders of at | ||||
(due to Space Limits, See Proxy Statement for | ||||
Full Proposal). | Management | For | Voted - For | |
3G. | To Consider and Vote Upon an Amendment to Vpcc's | |||
Existing Charter to Clarify That the Exclusive | ||||
Jurisdiction of the Chancery Court of the State of | ||||
Delaware Shall Not Apply to Suits Brought to | ||||
Enforce Any Duty Or Liability Under the Securities | ||||
Act Or the Exchange Act, Or Any Other Claim for | ||||
Which the Federal Courts Have Exclusive | ||||
Jurisdiction. to the Fullest Extent Permitted by | ||||
Law, the Federal District Courts of the United | ||||
States of America Shall be the Sole and Exclusive | ||||
Forum for the Resolution of Claims Arising Under | ||||
the Securities Act. | Management | For | Voted - For | |
3H. | To Consider and Vote Upon an Amendment to Vpcc's | |||
Existing Charter to Authorize All Other Proposed | ||||
Changes, Including, Among Others, Those (i) | ||||
Resulting from the Business Combination, Including | ||||
Changing the Post- Business Combination Corporate |
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Proposal | Proposed by | Mgt. Position | Registrant Voted | |
Name from "vpc Impact Acquisition Holdings III, | ||||
Inc." to "dave Inc." and Removing Certain | ||||
Provisions Relating to Vpcc's Prior Status As A | ||||
Blank Check Company and Vpcc Class B Common Stock | ||||
That Will No Longer Apply Upon the Closing, Or (ii) | ||||
That are (due to Space Limits, See Proxy | ||||
Statement for Full Proposal). | Management | For | Voted - For | |
4.1 | Director: Charles "skip"paul | Management | For | Voted - For |
4.2 | Director: Dan Preston | Management | For | Voted - For |
4.3 | Director: Andrea Mitchell | Management | For | Voted - For |
4.4 | Director: Jason Wilk | Management | For | Voted - For |
4.5 | Director: Brendan Caroll | Management | For | Voted - For |
5. | The 2021 Equity Incentive Plan Proposal - to | |||
Approve and Adopt the 2021 Equity Incentive Plan | ||||
(the "2021 Plan") and Material Terms Thereunder | ||||
(the "2021 Equity Incentive Plan Proposal"). | Management | For | Voted - For | |
6. | The Employee Stock Purchase Plan Proposal - to | |||
Approve and Adopt the 2021 Employee Stock Purchase | ||||
Plan (the "employee Stock Purchase Plan") and | ||||
Material Terms Thereunder (the "employee Stock | ||||
Purchase Plan Proposal"). | Management | For | Voted - For | |
7. | The Share Issuance Proposal - A Proposal to | |||
Approve, Assuming the Business Combination Proposal | ||||
and the Charter Amendment Proposal are Approved and | ||||
Adopted, for Purposes of Complying with Applicable | ||||
Nyse Listing Rules, the Issuance of More Than 20% | ||||
of Vpcc's Issued and Outstanding Common Stock in | ||||
Connection with the Business Combination, the Pipe | ||||
Investment (as Defined Herein) and Any Additional | ||||
Subscription Agreements Vpcc May Enter Into Prior | ||||
to Closing, and the Related Change in Control | ||||
(collectively, the "share Issuance Proposal"). | Management | For | Voted - For | |
8. | The Repurchase Proposal - A Proposal to Approve the | |||
Repurchase Agreement, Dated As of June 7, 2021, by | ||||
and Among Vpcc, Jason Wilk, Kyle Beilman and Dave | ||||
Wherein Vpcc Agreed to Repurchase Combined Company | ||||
Common Shares from Jason Wilk and Kyle Beilman at | ||||
$10.00 Per Share, Effective As of the Business Day | ||||
Following the Effective Time of the Second Merger | ||||
(the "repurchase Agreement") and the Transactions | ||||
Contemplated by the Repurchase Agreement (the | ||||
"repurchase Proposal"). | Management | For | Voted - For | |
9. | The Adjournment Proposal - to Consider and Vote | |||
Upon A Proposal to Approve A Proposal to Consider | ||||
and Vote Upon the Adjournment of the Special | ||||
Meeting to A Later Date Or Dates, If Necessary, to | ||||
Permit Further Solicitation and Vote of Proxies If, | ||||
Based Upon the Tabulated Vote at the Time of the | ||||
Special Meeting, Any of the Business Combination | ||||
Proposal, the Charter Amendment Proposal, the | ||||
Director Election Proposal, the 2021 Equity | ||||
Incentive Plan Proposal, the Employee Stock | ||||
Purchase Plan (due to Space Limits, See Proxy | ||||
Statement for Full Proposal). | Management | For | Voted - For | |
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Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
YELLOWSTONE ACQUISITION COMPANY | |||||
Security ID: 98566K105 | Ticker: YSAC | ||||
Meeting Date: 25-Jan-22 | Meeting Type: Special | ||||
1. | The Business Combination Proposal - to Approve and | ||||
Adopt the Equity Purchase Agreement, Dated As of | |||||
August 1, 2021, by and Among Yac and Sky Harbour | |||||
Llc, A Delaware Limited Liability Company ("sky"). | |||||
the Transactions Contemplated by the Equity | |||||
Purchase Agreement are Referred to Herein As the | |||||
Business Combination. | Management | For | Voted - For | ||
2. | The Nyse Proposal - to Approve, Assuming the | ||||
Business Combination Proposal is Approved and | |||||
Adopted, for Purposes of Complying with Applicable | |||||
Nyse Listing Rules, (i) the Issuance by Sky Harbour | |||||
Group Corporation ("shg Corporation"), As Successor | |||||
to Yac, of Class A Common Stock and Class B Common | |||||
Stock in the Business Combination in an Amount | |||||
Equal to 20% Or More of the Amount of Yac's Issued | |||||
and Outstanding Common Stock Immediately Prior to | |||||
the Issuance and (ii) the Issuance by Shg (due | |||||
to Space Limits, See Proxy Statement for Full | |||||
Proposal). | Management | For | Voted - For | ||
3. | The Charter and Governance Proposals - to Approve | ||||
and Adopt, Assuming the Business Combination | |||||
Proposal and the Nyse Proposal are Approved and | |||||
Adopted, the Amended and Restated Certificate of | |||||
Incorporation (the "a&r Certificate of | |||||
Incorporation"), Which, If Approved, Would Take | |||||
Effect Upon Closing, A Copy of Which is Attached to | |||||
the Accompanying Proxy Statement As Annex B (the | |||||
"charter Proposal").in Addition to the Approval of | |||||
the A&r Certificate of Incorporation, the | |||||
Stockholders are Also (due to Space Limits, See | |||||
Proxy Statement for Full Proposal). | Management | For | Voted - For | ||
3A. | To Increase the Total Number of Authorized Shares | ||||
and Classes of Stock to 260,000,000 Shares | |||||
Consisting of (i) 10,000,000 Shares of Preferred | |||||
Stock, Par Value 0.0001 Per Share, (ii) 200,000,000 | |||||
Shares of Class A Common Stock. Par Value $0,0001 | |||||
Per Share, and (iii) 50,000,000 Shares of Class B | |||||
Common Stock, Par Value $0.0001 Per Share. | Management | For | Voted - For | ||
3B. | To Declassify the Board of Directors, to Provide | ||||
That the Shg Corporation Board Will be Elected by | |||||
Holders of Class A Common Stock and Class B Common | |||||
Stock Voting Together As A Single Class and to | |||||
Provide That the Number of Directors of Shg | |||||
Corporation Will be Not Less Than 3 and Not More | |||||
Than 11, with the Then- Authorized Number of | |||||
Directors Being Fixed from Time to Time by the Shg | |||||
Corporation Board Within Such Range, Which Number | |||||
Shall Initially be Seven. | Management | For | Voted - For | ||
3C. | To Elect Not to be Governed by Section 203 of the | ||||
Dgcl. | Management | For | Voted - For |
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Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
4. | The Director Election Proposal - for Holders of Yac | ||||
Class B Common Stock to Elect, Assuming the | |||||
Business Combination Proposal, the Nyse Proposal, | |||||
and the Charter Proposal are Approved and Adopted, | |||||
Seven Directors of the Shg Corporation Board Until | |||||
the 2022 Annual Meeting of Stockholders Or Until | |||||
Such Directors' Successors Have Been Duly Elected | |||||
and Qualified, Or Until Such Directors' Earlier | |||||
Death, Resignation, Retirement Or Removal. | Management | For | Voted - For | ||
5. | The Incentive Plan Proposal - to Approve and Adopt, | ||||
Assuming the Business Combination Proposal, the | |||||
Nyse Proposal, and the Charter Proposal are | |||||
Approved and Adopted, the Shg Corporation 2022 | |||||
Incentive Award Plan (the "2022 Plan"). | Management | For | Voted - For | ||
6. | The Adjournment Proposal - to Approve the | ||||
Adjournment of the Special Meeting to A Later Date | |||||
Or Dates, If Necessary Or Appropriate, to Permit | |||||
Further Solicitation and Vote of Proxies in the | |||||
Event That There are Insufficient Votes For, Or | |||||
Otherwise in Connection With, the Approval of Any | |||||
of the Condition Precedent Proposals. | Management | For | Voted - For | ||
YUCAIPA ACQUISITION CORPORATION | |||||
Security ID: G9879L105 | Ticker: YAC | ||||
Meeting Date: 13-Dec-21 | Meeting Type: Special | ||||
1. | Business Combination Proposal - to Approve As an | ||||
Ordinary Resolution (the "business Combination | |||||
Proposal" Or "proposal No. 1") the Consummation of | |||||
Yucaipa's Business Combination Which Will Involve | |||||
(i) Entry Into That Business Combination Agreement, | |||||
(as It May be Amended from Time to Time, "business | |||||
Combination Agreement," A Copy of Which is Attached | |||||
to Accompanying Proxy Statement/prospectus As Annex | |||||
A), (ii) Yucaipa's Merger with Merger Sub So That | |||||
Merger Sub Shall be Surviving Company and All of | |||||
the Undertakings,property and Liabilities of | |||||
Yucaipa. | Management | For | Voted - For | ||
2. | Merger Proposal - to Authorize, Approve and Confirm | ||||
As A Special Resolution (the "merger Proposal" Or | |||||
"proposal No. 2") the Plan of Merger As Required | |||||
Under Section 46(4) of the Llc Act and Section | |||||
233(4) of the Companies Act in the Form Tabled at | |||||
the General Meeting (a Draft of Which is Attached | |||||
to the Accompanying Proxy Statement/ Prospectus As | |||||
Annex B, the "plan of Merger"); and Yucaipa be | |||||
Authorized to Enter Into the Plan of Merger. | Management | For | Voted - For | ||
3. | Charter Amendment Proposal - to Resolve on A | ||||
Non-binding Advisory Basis, Certain Material | |||||
Provisions in the Amendment of the Articles of | |||||
Association of Topco (the "charter Amendment | |||||
Proposal" Or "proposal No. 3"), Presented | |||||
Separately in Accordance with the Sec Requirements. | Management | For | Voted - For |
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Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
4. | Adjournment Proposal - to Approve As an Ordinary | ||||
Resolution If Put to the Meeting, to Adjourn the | |||||
Meeting to A Later Date Or Dates (a) to the Extent | |||||
Necessary to Ensure That Any Required Supplement Or | |||||
Amendment to the Accompanying Proxy | |||||
Statement/prospectus is Provided to Yucaipa | |||||
Shareholders Or (b) in Order to Solicit Additional | |||||
Proxies from Yucaipa Shareholders in Favor of the | |||||
Business Combination Proposal Or the Merger | |||||
Proposal (the "adjournment Proposal" Or "proposal | |||||
No. 4"). | Management | For | Voted - For | ||
ZANITE ACQUISITION CORP. | |||||
Security ID: 98907K103 | Ticker: ZNTE | ||||
Meeting Date: 06-May-22 | Meeting Type: Special | ||||
1. | A Proposal to Adopt the Business Combination | ||||
Agreement, Dated As of December 21, 2021 (the | |||||
"business Combination Agreement"), A Copy of Which | |||||
is Attached to the Accompanying Proxy Statement As | |||||
Annex A, by and Among the Company, Embraer S.a., A | |||||
Brazilian Corporation (sociedade Anônima) | |||||
("embraer"), Eve Uam Llc, A Delaware Limited | |||||
Liability Company and A Newly Formed Direct Wholly | |||||
Owned Subsidiary of Embraer That Was Formed for | |||||
Purposes of Conducting the Uam Business (as Defined | |||||
in the Accompanying (due to Space Limits, See | |||||
Proxy Material for Full Proposal). | Management | For | Voted - For | ||
2A. | Charter Amendment Proposal A: to Approve and Adopt | ||||
the Proposed Charter (other Than the Proposals | |||||
Addressed in Charter Amendment Proposal B), Which, | |||||
If Approved, Would Amend and Restate the Current | |||||
Charter, and Which, If Approved, Would Take Effect | |||||
Upon the Closing. | Management | For | Voted - For | ||
2B. | Charter Amendment Proposal B: to Approve and Adopt | ||||
A Proposed Amendment to the Proposed Charter to (i) | |||||
Increase the Number of Authorized Shares of Class A | |||||
Common Stock from 100,000,000 to 1,000,000,000, | |||||
Which Will Become Shares of Common Stock, Par Value | |||||
of $0.001 Per Share, of the Combined Company Upon | |||||
the Closing, and the Total Number of Authorized | |||||
Shares of Common Stock from 111,000,000 to | |||||
1,000,000,000 and (ii) Provide That the Number of | |||||
Authorized Shares of Any Class of Common Stock Or | |||||
(due to Space Limits, See Proxy Material for | |||||
Full Proposal). | Management | For | Voted - For | ||
3A. | A Proposal to Increase the Total Number of | ||||
Authorized Shares of Stock to 1,100,000,000 Shares, | |||||
Consisting of (i) 1,000,000,000 Shares of Common | |||||
Stock and (ii) 100,000,000 Shares of Preferred | |||||
Stock, Par Value $0.0001 Per Share. | Management | For | Voted - For | ||
3B. | A Proposal to Provide That the Number of Authorized | ||||
Shares of Any Class of Common Stock Or Preferred | |||||
Stock May be Increased Or Decreased (but Not Below | |||||
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Proposal | Proposed by | Mgt. Position | Registrant Voted | |
the Number of Shares Thereof Then Outstanding) by | ||||
the Affirmative Vote of the Holders of A Majority | ||||
of the Stock of the Company Entitled to Vote, | ||||
Irrespective of the Provisions of Section 242(b)(2) | ||||
of the Dgcl | Management | For | Voted - For | |
3C. | A Proposal to Require the Affirmative Vote of the | |||
Holders of at Least Two-thirds of the Total Voting | ||||
Power of All the Then Outstanding Shares of Capital | ||||
Stock of the Company Entitled to Vote Thereon, | ||||
Voting Together As A Single Class to (1) Make | ||||
Amendments to Certain Provisions of the Proposed | ||||
Charter (article Thirteenth (a)) and (2) Amend the | ||||
Proposed Bylaws (as Defined in the Accompanying | ||||
Proxy Statement) (article Sixth (f) | Management | For | Voted - For | |
3D. | A Proposal to Provide That Any Action Required Or | |||
Permitted to be Taken by the Stockholders of the | ||||
Company May be Taken by Written Consent Until the | ||||
Time the Issued and Outstanding Shares of Common | ||||
Stock Owned by Embraer Entities (as Defined in the | ||||
Accompanying Proxy Statement) Represent Less Than | ||||
50% of the Voting Power of the Then Outstanding | ||||
Shares of Capital Stock of the Company. | Management | For | Voted - For | |
3E. | A Proposal to Elect Not to be Governed by Section | |||
203 of the Dgcl Relating to Business Combinations | ||||
with Interested Stockholders. | Management | For | Voted - For | |
3F. | A Proposal to Provide for Certain Additional | |||
Changes, Including, Among Other Things, (i) | ||||
Changing the Post-business Combination Company's | ||||
Corporate Name from "zanite Acquisition Corp." to | ||||
"eve Holding, Inc.", (ii) Making the Company's | ||||
Corporate Existence Perpetual and (iii) Removing | ||||
Certain Provisions Related to our Status As A Blank | ||||
Check Company That Will No Longer Apply Upon | ||||
Consummation of the Business Combination, All of | ||||
Which our Board of Directors Believes are Necessary | ||||
to Adequately Address the Needs of the | ||||
Post-business Combination Company. | Management | For | Voted - For | |
4. | A Proposal to Approve, for Purposes of Complying | |||
with Applicable Listing Rules of the Nasdaq Stock | ||||
Market ("nasdaq"), (x) the Issuance of More Than | ||||
20% of the Company's Issued and Outstanding Common | ||||
Stock in Connection with the Business Combination, | ||||
Consisting of the Issuance of (i) Shares of Common | ||||
Stock to Eah Pursuant to the Terms of the Business | ||||
Combination Agreement and (ii) Shares of Common | ||||
Stock to the Pipe Investors (as Defined in the | ||||
Accompanying Proxy Statement) in Connection | (due | |||
to Space Limits, See Proxy Material for Full | ||||
Proposal). | Management | For | Voted - For | |
5. | A Proposal to Approve and Adopt the Eve Holding, | |||
Inc. 2022 Stock Incentive Plan (the "incentive | ||||
Plan"), A Copy of Which is Attached to the | ||||
Accompanying Proxy Statement As Annex K (the | ||||
"incentive Plan Proposal"). | Management | For | Voted - For | |
6.1 | Director: Sergio Pedreiro | Management | For | Voted - For |
6.2 | Director: José M. Entrecanales | Management | For | Voted - For |
126 |
RiverPark Short Term High Yield Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | |
6.3 | Director: Marion Clifton Blakey | Management | For | Voted - For |
6.4 | Director: Paul Eremenko | Management | For | Voted - For |
6.5 | Director: Luis Carlos Affonso | Management | For | Voted - For |
6.6 | Director: Michael Amalfitano | Management | For | Voted - For |
6.7 | Director: Kenneth C. Ricci | Management | For | Voted - For |
7. | A Proposal to Approve the Adjournment of the | |||
Special Meeting to A Later Date Or Dates, If | ||||
Necessary Or Appropriate, to Permit Further | ||||
Solicitation and Vote of Proxies in the Event That | ||||
There are Insufficient Votes For, Or Otherwise in | ||||
Connection With, the Approval of Any of the | ||||
Condition Precedent Proposals (as Defined Below) Or | ||||
We Determine That One Or More of the Closing | ||||
Conditions Under the Business Combination Agreement | ||||
is Not Satisfied Or Waived (the "adjournment | ||||
Proposal"). | Management | For | Voted - For | |
127 |
RiverPark Strategic Income Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
ALKURI GLOBAL ACQUISITION CORP. | |||||
Security ID: 66981N103 | Ticker: KURI | ||||
Meeting Date: 20-Oct-21 | Meeting Type: Special | ||||
1. | The Business Combination Proposal - to Consider and | ||||
Vote Upon A Proposal to Approve and Adopt the | |||||
Merger Agreement, by and Among Alkuri, Babylon | |||||
Holdings Limited, Liberty Usa Merger Sub, Inc., | |||||
And, Solely for Purposes of Section 1.08 of the | |||||
Merger Agreement, Each of Alkuri Sponsors Llc and | |||||
Dr. Ali Parsadoust, Pursuant to Which, Among Other | |||||
Things, Merger Sub Will Merger with and Into | |||||
Alkuri, with Alkuri Continuing As the Surviving | |||||
Corporation and A Wholly Owned Subsidiary of | |||||
Babylon (the "business Combination"). | Management | For | Voted - For | ||
2. | The Equity Plans Proposal - to Consider and Vote | ||||
Upon A Proposal to Approve the Babylon 2021 Equity | |||||
Incentive Plan. | Management | For | Voted - For | ||
3. | The Adjournment Proposal - to Consider and Vote | ||||
Upon A Proposal to Adjourn the Special Meeting to A | |||||
Later Date Or Dates, If Necessary, If the Parties | |||||
are Not Able to Consummate the Business Combination. | Management | For | Voted - For | ||
CERBERUS TELECOM ACQUISITION CORP. | |||||
Security ID: G2040C104 Ticker: CTAC | |||||
Meeting Date: 29-Sep-21 | Meeting Type: Special | ||||
1. | The Business Combination Proposal - to Consider and | ||||
Vote Upon A Proposal to Approve the Business | |||||
Combination Described in the Proxy | |||||
Statement/prospectus, Including (a) Adopting the | |||||
Agreement and Plan of Merger, Dated As of March 12, | |||||
2021 (the "merger Agreement"), by and Among | |||||
Cerberus Telecom Acquisition Corporation ("ctac"), | |||||
King Pubco, Inc. ("pubco"), A Delaware Corporation | |||||
and Wholly Owned Subsidiary of Cerberus Telecom | |||||
Acquisition Holdings, Llc (the "sponsor"), A | |||||
Delaware Limited (due to Space Limits, See Proxy | |||||
Statement for Full Proposal). | Management | For | Voted - For | ||
2. | The Cayman Merger Proposal - to Consider and Vote | ||||
Upon, As A Special Resolution, A Proposal to | |||||
Approve the Pubco Plan of Merger Attached to the | |||||
Proxy Statement/prospectus As Annex 1 and to | |||||
Authorize the Merger of Ctac with and Into Llc | |||||
Merger Sub, with Llc Merger Sub Surviving the | |||||
Merger As A Wholly Owned Subsidiary of Pubco. | Management | For | Voted - For | ||
3A. | Advisory Organizational Document Proposal A - to | ||||
Provide That Pubco's Board of Directors Will be A | |||||
Classified Board of Directors with Staggered, | |||||
Three-year Terms. | Management | For | Voted - For |
128
RiverPark Strategic Income Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
3B. | Advisory Organizational Document Proposal B - to | ||||
Eliminate the Ability for Any Action Required Or | |||||
Permitted to be Taken by Pubco Common Stockholders | |||||
to be Effected by Written Consent. | Management | For | Voted - For | ||
3C. | Advisory Organizational Document Proposal C - to | ||||
Increase the Required Stockholder Vote Threshold to | |||||
Amend the Bylaws of Pubco. | Management | For | Voted - For | ||
3D. | Advisory Organizational Document Proposal D - to | ||||
Provide That the Court of Chancery of the State of | |||||
Delaware Or, If Such Court Does Not Have Subject | |||||
Matter Jurisdiction Thereof, Another State Or | |||||
Federal Court Located Within the State of Delaware, | |||||
Shall be the Exclusive Forum for Certain Actions | |||||
and Claims. | Management | For | Voted - For | ||
4. | The Incentive Plan Proposal - to Consider and Vote | ||||
on A Proposal to Approve the Pubco 2021 Incentive | |||||
Award Plan. | Management | For | Voted - For | ||
5. | Nyse Proposal - to Consider and Vote Upon A | ||||
Proposal in Accordance with the Applicable | |||||
Provisions of Section 312.03 of the New York Stock | |||||
Exchange Listed Company Manual, to Issue More Than | |||||
20% of the Issued and Outstanding Shares of Pubco | |||||
Common Stock in Connection with the Business | |||||
Combination, Including, Without Limitation, the | |||||
Pipe Investment (as Described Below). | Management | For | Voted - For | ||
6. | The Adjournment Proposal - to Consider and Vote | ||||
Upon A Proposal to Adjourn the Special Meeting to A | |||||
Later Date Or Dates, If Necessary, to Permit | |||||
Further Solicitation and Vote of Proxies in the | |||||
Event That There are Insufficient Votes For, Or | |||||
Otherwise in Connection With, the Approval of the | |||||
Business Combination Proposal, the Cayman Merger | |||||
Proposal, the Advisory Organizational Documents | |||||
Proposals, the Incentive Plan Proposal Or the Nyse | |||||
Proposal. | Management | For | Voted - For | ||
INTERCURE LTD | |||||
Security ID: M549GJ111 | |||||
Meeting Date: 30-Dec-21 | Meeting Type: Egm | ||||
As A Condition of Voting, Israeli Market | |||||
Regulations Require You Disclose If You A) Have A | |||||
Personal Interest in This Company B) are A | |||||
Controlling Shareholder in This Company; C) are A | |||||
Senior Officer of This Company Or D) That You are | |||||
an Institutional Client, Joint Investment Fund | |||||
Manager Or Trust Fund. by Submitting Your Voting | |||||
Instructions Online, You are Confirming the Answer | |||||
for A, B and C to be 'no' and the Answer for D to | |||||
be 'yes'. If Your Disclosure is Different, Please | |||||
Provide Your Custodian with the Specific Disclosure | |||||
Details. Regarding Section 4 in the Disclosure, the | |||||
Following Definitions Apply in Israel for | |||||
Institutional Clients/joint Investment Fund |
129
RiverPark Strategic Income Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
Managers/trust Funds: 1. A Management Company with | |||||
A License from the Capital Market, Insurance and | |||||
Savings Authority Commissioner in Israel Or 2. an | |||||
Insurer with A Foreign Insurer License from the | |||||
Commissioner in Israel. Per Joint Investment Fund | |||||
Managers, in the Mutual Investments in Trust Law | |||||
There is No Definition of A Fund Manager, But There | |||||
is A Definition of A Management Company and A | |||||
Pension Fund. the Definitions Refer to the | |||||
Financial Services (pension Funds) Supervision Law | |||||
2005. Therefore, A Management Company is A Company | |||||
with A License from the Capital Market, Insurance | |||||
and Savings Authority Commissioner in Israel. | |||||
Pension Fund - Received Approval Under Section 13 | |||||
of the Law from the Capital Market, Insurance and | |||||
Savings Authority Commissioner in Israel. | Non-Voting | Non-Voting | |||
1 | To Re-elect Ms. Lennie Michelson Grinbaum to Hold | ||||
Office As an External Director of the Company, | |||||
Commencing on September 4, 2021 for A Period of | |||||
Three (3) Years, Until September 3, 2024 | Management | For | Voted - For | ||
2 | To Re-elect Mr. Gideon Hirschfeld to Hold Office As | ||||
an External Director of the Company, Commencing on | |||||
September 24, 2021 for A Period of Three (3) Years, | |||||
Until September 23, 2024 | Management | For | Voted - For | ||
JACKTEL AS | |||||
Security ID: R35277103 | |||||
Meeting Date: 07-Jun-22 | Meeting Type: Agm | ||||
Voting Must be Lodged with Beneficial Owner Details | |||||
As Provided by Your Custodian Bank. Accounts with | |||||
Multiple Beneficial Owners Will Require Disclosure | |||||
of Each Beneficial Owner Name, Address and Share | |||||
Position. | Non-Voting | Non-Voting | |||
If Your Custodian Does Not Have A Power of Attorney | |||||
(poa) in Place, an Individual Beneficial Owner | |||||
Signed Poa May be Required. | Non-Voting | Non-Voting | |||
To Vote Shares Held in an Omnibus/nominee Account | |||||
in the Local Market, the Local Custodian Will | |||||
Temporarily Transfer Voted Shares to A Separate | |||||
Account in the Beneficial Owner's Name on the Proxy | |||||
Voting Deadline and Transfer Back to the | |||||
Omnibus/nominee Account the Day After the Meeting | |||||
Date. | Non-Voting | Non-Voting | |||
Voting Must be Lodged with Shareholder Details As | |||||
Provided by Your Custodian Bank. If No Shareholder | |||||
Details are Provided, Your Instructions May be | |||||
Rejected. | Non-Voting | Non-Voting | |||
1 | Elect Chairman of Meeting | Management | For | Voted - For | |
2 | Designate Inspector(s) of Minutes of Meeting | Management | For | Voted - For | |
3 | Approve Notice of Meeting and Agenda | Management | For | Voted - For | |
4 | Accept Financial Statements and Statutory Reports | Management | For | Voted - For | |
5 | Approve Remuneration of Auditors | Management | For | Voted - For |
130
RiverPark Strategic Income Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
6 | Approve Remuneration of Directors in the Amount of | ||||
Nok 150 ,000 for Each Director Except the Chairman | Management | For | Voted - For | ||
KORE GROUP HOLDINGS, INC. | |||||
Security ID: 50066V107 | Ticker: KORE | ||||
Meeting Date: 15-Jun-22 | Meeting Type: Annual | ||||
1a. | Election of Director to Serve Until the 2025 Annual | ||||
Meeting: Timothy Donahue | Management | For | Voted - For | ||
1b. | Election of Director to Serve Until the 2025 Annual | ||||
Meeting: Cheemin Bo-linn | Management | For | Voted - For | ||
1c. | Election of Director to Serve Until the 2025 Annual | ||||
Meeting: James Geisler | Management | For | Voted - For | ||
2. | The Ratification of the Appointment of Bdo Usa, LLP | ||||
As our Independent Registered Public Accounting | |||||
Firm for the Fiscal Year Ending December 31, 2022. | Management | For | Voted - For | ||
LINKEM S.P.A. | |||||
Security ID: ADPV52579 | |||||
Meeting Date: 21-Dec-21 | Meeting Type: Bond | ||||
Voting Must be Lodged with Shareholder Details As | |||||
Provided by Your Custodian Bank. If No Shareholder | |||||
Details are Provided, Your Instructions May be | |||||
Rejected. | Non-Voting | Non-Voting | |||
Please Note in the Event the Meeting Does Not Reach | |||||
Quorum, There Will be A Second Call on 21 Dec 2021 | |||||
at 12:00 Pm. Consequently, Your Voting Instructions | |||||
Will Remain Valid for All Calls Unless the Agenda | |||||
is Amended. Thank You' | Non-Voting | Non-Voting | |||
1 | Issuance of Further Additional Notes for an | ||||
Aggregate Principal Amount of Up to Eur | |||||
50,000,000.00 and Related Amendments to the Terms | |||||
and Conditions of the Notes; Relevant and | |||||
Consequent Resolutions | Management | For | Voted - For | ||
Please Note That There is A Minimum to Vote: 100000 | |||||
and Multiple: 1000 | Non-Voting | Non-Voting | |||
09 Dec 2021: Please Note That This is A Revision | |||||
Due to Postponement of the Meeting Date from 09 Dec | |||||
2021 to 21 Dec 2021. If You Have Already Sent in | |||||
Your Votes , Please Do Not Vote Again Unless You | |||||
Decide to Amend Your Original Instructions. Thank | |||||
You | Non-Voting | Non-Voting | |||
Meeting Date: 20-Jan-22 | Meeting Type: Bond | ||||
Please Note That There is A Minimum to Vote: 100000 | |||||
and Multiple: 1000 | Non-Voting | Non-Voting | |||
1 | Issuance of Further Additional Notes for an | ||||
Aggregate Principal Amount of Up to Eur | |||||
50,000,000.00 and Related Amendments to the Terms | |||||
131 |
RiverPark Strategic Income Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
and Conditions of the Notes; Relevant and | |||||
Consequent Resolutions | Management | For | Voted - For | ||
21 Dec 2021: Please Note That Shareholders are | |||||
Allowed to Vote 'in Favor' Or 'against' for | |||||
Resolution 1, Abstain is Not A Voting Option on | |||||
This Meeting | Non-Voting | Non-Voting | |||
27 Dec 2021: Please Note That This is A Revision | |||||
Due to Addition of Comment. If You Have Already | |||||
Sent in Your Votes, Please Do Not Vote Again Unless | |||||
You Decide to Amend Your Original Instructions. | |||||
Thank You | Non-Voting | Non-Voting | |||
MAGELLAN MIDSTREAM PARTNERS, L.P. | |||||
Security ID: 559080106 | Ticker: MMP | ||||
Meeting Date: 21-Apr-22 | Meeting Type: Annual | ||||
1.1 | Election of Director: Walter R. Arnheim | Management | For | Voted - For | |
1.2 | Election of Director: Lori A. Gobillot | Management | For | Voted - For | |
1.3 | Election of Director: Edward J. Guay | Management | For | Voted - For | |
2. | Advisory Resolution to Approve Executive | ||||
Compensation | Management | For | Voted - For | ||
3. | Ratification of Appointment of Independent | ||||
Registered Public Accounting Firm for 2022 | Management | For | Voted - For | ||
MARKETWISE, INC. | |||||
Security ID: 57064P107 | Ticker: MKTW | ||||
Meeting Date: 02-Jun-22 | Meeting Type: Annual | ||||
1.1 | Director: Riaan Hodgson | Management | For | Voted - For | |
1.2 | Director: Manuel Borges | Management | For | Voted - For | |
1.3 | Director: Van Simmons | Management | For | Voted - For | |
2. | Ratification of the Appointment of Deloitte & | ||||
Touche LLP As our Independent Registered Public | |||||
Accounting Firm for the Fiscal Year Ending December | |||||
31, 2022. | Management | For | Voted - For | ||
OMNICHANNEL ACQUISITION CORP. | |||||
Security ID: 68218L108 | Ticker: OCA | ||||
Meeting Date: 01-Feb-22 | Meeting Type: Special | ||||
1. | The Business Combination Proposal - to Consider and | ||||
Vote Upon A Proposal to Approve the Business | |||||
Combination Agreement, Dated As of July 19, 2021 | |||||
(as May be Amended And/or Restated from Time to | |||||
Time, the "business Combination Agreement"), by and | |||||
Among Omnichannel Acquisition Corp. | |||||
("omnichannel"), Omnichannel Merger Sub, Inc., A | |||||
Delaware Corporation ("merger Sub"), and Kin | |||||
Insurance, Inc., A Delaware Corporation ("kin"), |
132
RiverPark Strategic Income Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | |
and the Transactions Contemplated Thereby, Pursuant | ||||
to Which Merger (due to Space Limits, See Proxy | ||||
Statement for Full Proposal). | Management | For | Voted - For | |
2. | The Charter Proposal - to Consider and Vote Upon A | |||
Proposal to Approve, Assuming the Business | ||||
Combination Proposal is Approved and Adopted, the | ||||
Proposed Second Amended and Restated Certificate of | ||||
Incorporation of Omnichannel (the "proposed | ||||
Charter"), Which Will Replace Omnichannel's Amended | ||||
and Restated Certificate of Incorporation, Dated | ||||
November 19, 2020 (the "current Charter") and Will | ||||
be in Effect Upon the Closing of the Business | ||||
Combination (we Refer to Such Proposal As the | ||||
"charter (due to Space Limits, See Proxy | ||||
Statement for Full Proposal). | Management | For | Voted - For | |
3A. | Advisory Charter Proposal A - to Approve the | |||
Reclassification of Pubco's Common Stock to A | ||||
Single Class. the Proposed Charter Provides for the | ||||
Issuance of Common Stock and Preferred Stock, and | ||||
Does Not Provide for the Issuance of Class A and | ||||
Class B Common Stock. at the Effective Time, Any | ||||
Distinction Between the Rights of Class A and Class | ||||
B Common Stock Will Not Survive the | ||||
Reclassification/conversion to Pubco Common Stock. | ||||
Pursuant to the Current Charter, and at the | ||||
Effective Time of the Business (due to Space | ||||
Limits, See Proxy Statement for Full Proposal). | Management | For | Voted - For | |
3B. | Advisory Charter Proposal B - to Approve the | |||
Provision in the Proposed Charter Providing That A | ||||
Director May Only be Removed Only for Cause and | ||||
Only by the Affirmative Vote of at Least Two- | ||||
Thirds (66 and 2/3%) of the Shares Entitled to Vote | ||||
at an Election of Directors. Under the Current | ||||
Charter, Director Removal Requires an Affirmative | ||||
Vote of A Majority of the Shares of Omnichannel | ||||
Class B Common Stock. | Management | For | Voted - For | |
3C. | Advisory Charter Proposal C - to Approve Amendments | |||
to Certain Provisions of the Proposed Charter to | ||||
Require the Affirmative Vote of at Least Two-thirds | ||||
(66 and 2/3%) of the Total Voting Power of All the | ||||
Then Outstanding Shares Entitled to Vote Thereon, | ||||
Voting Together As A Single Class, Rather Than by | ||||
an Affirmative Vote of A Majority of the Shares | ||||
Entitled to Vote Under the Current Charter (and, | ||||
for the Provisions Concerning Election and Removal | ||||
of Directors by Shareholder Vote, Approval (due | ||||
to Space Limits, See Proxy Statement for Full | ||||
Proposal). | Management | For | Voted - For | |
3D. | Advisory Charter Proposal D - to Approve an | |||
Amendment to the Proposed Charter Allowing for the | ||||
Bylaws of Pubco to be Amended, Altered, Repealed Or | ||||
Adopted by the Affirmative Vote of the Holders of | ||||
at Least Two-thirds (66 and 2/3%) of the Voting | ||||
Power of All of the Then Outstanding Shares of | ||||
Voting Stock of Pubco Entitled to Vote Generally in | ||||
an Election of Directors, As Opposed to the Bylaws |
133
RiverPark Strategic Income Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
of Omnichannel Requiring the Approval of A Majority | |||||
of the Board of Directors of Omnichannel Or by the | |||||
(due to Space Limits, See Proxy Statement for | |||||
Full Proposal). | Management | For | Voted - For | ||
4. | The Stock Issuance Proposal - to Consider and Vote | ||||
Upon A Proposal to Approve, Assuming the Business | |||||
Combination Proposal and the Charter Proposal are | |||||
Approved and Adopted, for the Purposes of Complying | |||||
with the Applicable Listing Rules of the Nyse, the | |||||
Issuance of (x) Shares of Omnichannel Class A | |||||
Common Stock Pursuant to the Terms of the Business | |||||
Combination Agreement and (y) Shares of Omnichannel | |||||
Class A Common Stock to Certain Institutional | |||||
Investors in Connection with the Private (due to | |||||
Space Limits, See Proxy Statement for Full | |||||
Proposal). | Management | For | Voted - For | ||
5. | The Incentive Plan Proposal - to Consider and Vote | ||||
Upon A Proposal to Approve, Assuming the Business | |||||
Combination Proposal, the Charter Proposal and the | |||||
Stock Issuance Proposal are Approved and Adopted, | |||||
the Kin Insurance Inc. 2021 Omnibus Incentive | |||||
Equity Plan (the "incentive Plan"), Including the | |||||
Authorization of the Initial Share Reserve Under | |||||
the Incentive Plan (the "incentive Plan Proposal"). | Management | For | Voted - For | ||
6. | The Adjournment Proposal - to Consider and Vote | ||||
Upon A Proposal to Approve the Adjournment of the | |||||
Special Meeting to A Later Date Or Dates, If | |||||
Necessary, to Permit Further Solicitation and Vote | |||||
of Proxies If, Based Upon the Tabulated Vote at the | |||||
Time of the Special Meeting, Any of the Business | |||||
Combination Proposal, the Charter Proposal, the | |||||
Stock Issuance Proposal and the Incentive Plan | |||||
Proposal Would Not be Duly Approved and Adopted by | |||||
our Stockholders Or We Determine That One Or More | |||||
of the (due to Space Limits, See Proxy | |||||
Statement for Full Proposal). | Management | For | Voted - For | ||
7. | The Espp Proposal - to Consider and Vote Upon A | ||||
Proposal to Approve, Assuming the Business | |||||
Combination Proposal, the Charter Proposal and the | |||||
Stock Issuance Proposal are Approved and Adopted, | |||||
the Kin Insurance 2021 Employee Stock Purchase Plan | |||||
(the "espp"), Including the Authorization of the | |||||
Initial Share Reserve Under the Espp. | Management | For | Voted - For | ||
ROTH CH ACQUISITION II | |||||
Security ID: 778673103 | Ticker: ROCC | ||||
Meeting Date: 27-Jul-21 | Meeting Type: Special | ||||
1. | The Business Combination Proposal - to Approve and | ||||
Adopt, Assuming Each of the Charter Proposal and | |||||
the Nasdaq Proposal is Approved and Adopted, the | |||||
Agreement and Plan of Merger, Dated As of April 14, | |||||
2021 (the "merger Agreement"), by and Among Rocc, | |||||
Roth Ch II Merger Sub Corp., A Delaware Corporation |
134
RiverPark Strategic Income Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | |
and Wholly- Owned Subsidiary of Rocc ("merger | ||||
Sub"), and Reservoir Holdings, Inc., A Delaware | ||||
Corporation ("reservoir"), Pursuant to Which Merger | ||||
Sub Will be Merged with and Into Reservoir, with | ||||
(due to Space Limits, See Proxy Statement for | ||||
Full Proposal). | Management | For | Voted - For | |
2A. | To Approve the Proposed Second Amended and Restated | |||
Certificate of Incorporation of Rocc, A Copy of | ||||
Which is Attached to the Proxy Statement As Annex | ||||
B: to Amend the Name of the New Public Entity from | ||||
"roth Ch Acquisition II Co." to "reservoir Media, | ||||
Inc." | Management | For | Voted - For | |
2B. | To Approve the Proposed Second Amended and Restated | |||
Certificate of Incorporation of Rocc, A Copy of | ||||
Which is Attached to the Proxy Statement As Annex | ||||
B: to Remove Various Provisions Applicable Only to | ||||
Blank Check Companies. | Management | For | Voted - For | |
2C. | To Approve the Proposed Second Amended and Restated | |||
Certificate of Incorporation of Rocc, A Copy of | ||||
Which is Attached to the Proxy Statement As Annex | ||||
B: to Increase Total Number of Authorized Shares of | ||||
the Combined Company's Common Stock to 750,000,000. | Management | For | Voted - For | |
2D. | To Approve the Proposed Second Amended and Restated | |||
Certificate of Incorporation of Rocc, A Copy of | ||||
Which is Attached to the Proxy Statement As Annex | ||||
B: to Authorize A Total of 75,000,000 Shares of the | ||||
Combined Company's Preferred Stock. | Management | For | Voted - For | |
2E. | To Approve the Proposed Second Amended and Restated | |||
Certificate of Incorporation of Rocc, A Copy of | ||||
Which is Attached to the Proxy Statement As Annex | ||||
B: to Require an Affirmative Vote of Holders of at | ||||
Least Two- Thirds (66 and 2/3%) of the Total Voting | ||||
Power of All of the Then Outstanding Shares of | ||||
Stock of the Combined Company, Voting Together As A | ||||
Single Class, to Amend, Alter, Repeal Or Rescind | ||||
Certain Provisions of the Proposed Charter. | Management | For | Voted - For | |
2F. | To Approve the Proposed Second Amended and Restated | |||
Certificate of Incorporation of Rocc, A Copy of | ||||
Which is Attached to the Proxy Statement As Annex | ||||
B: to Require an Affirmative Vote of Holders of at | ||||
Least Two- Thirds (66 and 2/3%) of the Voting Power | ||||
of All of the Then Outstanding Shares of Voting | ||||
Stock of the Combined Company Entitled to Vote | ||||
Generally in an Election of Directors, Voting | ||||
Together As A Single Class, to Adopt, Amend, Alter | ||||
Or Repeal the Combined Company's Amended and | ||||
Restated Bylaws. | Management | For | Voted - For | |
2G. | To Approve the Proposed Second Amended and Restated | |||
Certificate of Incorporation of Rocc, A Copy of | ||||
Which is Attached to the Proxy Statement As Annex | ||||
B: to Provide for the Removal of Directors for | ||||
Cause Only by Affirmative Vote of Holders of at | ||||
Least Two- Thirds (66 and 2/3%) of the Voting Power | ||||
of All of the Then Outstanding Shares of Voting | ||||
Stock of the Combined Company Entitled to Vote at | ||||
an Election of Directors. | Management | For | Voted - For |
135
RiverPark Strategic Income Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
3. | The Nasdaq Proposal - to Approve, Assuming the | ||||
Business Combination Proposal is Approved and | |||||
Adopted, for Purposes of Complying with Applicable | |||||
Listing Rules of the Nasdaq Stock Market Llc | |||||
("nasdaq"), the Issuance of More Than 20% of the | |||||
Issued and Outstanding Shares of Rocc's Common | |||||
Stock in Connection with (i) the Terms of the | |||||
Merger Agreement, Which Will Result in A Change of | |||||
Control, As Required by Nasdaq Listing Rule 5635(a) | |||||
and 5635(b), (ii) the Issuance and Sale of (due | |||||
to Space Limits, See Proxy Statement for Full | |||||
Proposal). | Management | For | Voted - For | ||
4.1 | Director: Rell Lafargue | Management | For | Voted - For | |
4.2 | Director: Neil De Gelder | Management | For | Voted - For | |
4.3 | Director: Stephen M. Cook | Management | For | Voted - For | |
4.4 | Director: Jennifer G. Koss | Management | For | Voted - For | |
4.5 | Director: Adam Rothstein | Management | For | Voted - For | |
4.6 | Director: Golnar Khosrowshahi | Management | For | Voted - For | |
4.7 | Director: Ezra S. Field | Management | For | Voted - For | |
4.8 | Director: Ryan P. Taylor | Management | For | Voted - For | |
5. | The Incentive Plan Proposal - to Approve and Adopt, | ||||
Assuming the Business Combination Proposal is | |||||
Approved and Adopted, Reservoir Media, Inc. 2021 | |||||
Omnibus Incentive Plan, A Copy of Which is Attached | |||||
to This Proxy Statement As Annex D, Which Will be | |||||
Assumed by the Combined Company in Connection with | |||||
the Business Combination. | Management | For | Voted - For | ||
6. | The Adjournment Proposal - to Approve A Proposal to | ||||
Adjourn the Special Meeting of Stockholders to A | |||||
Later Date Or Dates, If Necessary, to Permit | |||||
Further Solicitation and Vote of Proxies If, Based | |||||
Upon the Tabulated Vote at the Time of the Special | |||||
Meeting of Stockholders, There are Not Sufficient | |||||
Votes to Approve the Business Combination Proposal, | |||||
the Charter Proposal, the Nasdaq Proposal, the | |||||
Directors Proposal Or the Incentive Plan Proposal. | Management | For | Voted - For | ||
SEVEN OAKS ACQUISITION CORP | |||||
Security ID: 81787X106 | Ticker: SVOK | ||||
Meeting Date: 07-Dec-21 | Meeting Type: Special | ||||
1. | The Business Combination Proposal - to Consider and | ||||
Vote Upon A Proposal to Approve the Agreement and | |||||
Plan of Merger (as the Same May be Amended And/or | |||||
Restated from Time to Time, the "business | |||||
Combination Agreement"), Dated June 13, 2021, by | |||||
and Among Seven Oaks, Blossom Merger Sub, Inc., A | |||||
Wholly Owned Subsidiary of Seven Oaks ("merger | |||||
Sub"), Blossom Merger Sub II, Llc, A Wholly Owned | |||||
Subsidiary of Seven Oaks ("merger Sub II"), and | |||||
Giddy Inc. (d/b/a Boxed), A Delaware Corporation | |||||
(due to Space Limits, See Proxy Statement for | |||||
Full Proposal). | Management | For | Voted - For | ||
136 |
RiverPark Strategic Income Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | |
2. | Organizational Documents Proposal - to Consider and | |||
Vote Upon A Proposal to Approve, Assuming the | ||||
Business Combination Proposal is Approved and | ||||
Adopted, the Proposed Amended and Restated | ||||
Certificate of Incorporation and the Proposed | ||||
Amended and Restated Bylaws of Seven Oaks, Which | ||||
Will be Renamed "boxed, Inc." ("new Boxed") in | ||||
Connection with the Business Combination. | Management | For | Voted - For | |
3A. | Advisory Organizational Documents Proposal - to | |||
Authorize the Change in the Authorized Capital | ||||
Stock of Seven Oaks from 380,000,000 Shares of | ||||
Class A Common Stock, Par Value $0.0001 Per Share, | ||||
20,000,000 Shares of Class B Common Stock, Par | ||||
Value $0.0001 Per Share, and 1,000,000 Shares of | ||||
Preferred Stock, Par Value $0.0001 Per Share, to | ||||
600,000,000 Shares of Common Stock, Par Value | ||||
$0.0001 Per Share, of New Boxed and 60,000,000 | ||||
Shares of Preferred Stock, Par Value $0.0001 Per | ||||
Share, of New Boxed. | Management | For | Voted - For | |
3B. | Advisory Organizational Documents Proposal - to | |||
Authorize All Other Changes in Connection with the | ||||
Replacement of the Current Organizational Documents | ||||
with the Proposed Organizational Documents in | ||||
Connection with the Consummation of the Business | ||||
Combination, Including (1) Changing the Corporate | ||||
Name from "seven Oaks Acquisition Corp." to "boxed, | ||||
Inc.", (2) Making New Boxed's Corporate Existence | ||||
Perpetual, (3) Electing Not to be Governed by | ||||
Section 203 of the Dgcl And, Instead, to be | ||||
Governed (due to Space Limits, See Proxy | ||||
Statement for Full Proposal). | Management | For | Voted - For | |
4. | The Stock Issuance Proposal - to Consider and Vote | |||
Upon A Proposal to Approve, Assuming the Business | ||||
Combination Proposal and the Organizational | ||||
Documents Proposal are Approved and Adopted, for | ||||
the Purposes of Complying with the Applicable | ||||
Listing Rules of Nasdaq, the Issuance of (x) Shares | ||||
of New Boxed Common Stock Pursuant to the Terms of | ||||
the Business Combination Agreement, (y) Shares of | ||||
Seven Oaks Class A Common Stock to Certain | ||||
Institutional and Other Investors in Connection | ||||
with the (due to Space Limits, See Proxy | ||||
Statement for Full Proposal). | Management | For | Voted - For | |
5. | The Incentive Award Plan Proposal - to Consider and | |||
Vote Upon A Proposal to Approve, Assuming the | ||||
Business Combination Proposal, the Organizational | ||||
Documents Proposal and the Stock Issuance Proposal | ||||
are Approved and Adopted, the Boxed, Inc. 2021 | ||||
Incentive Award Plan (the "incentive Award Plan"), | ||||
Including the Authorization of the Initial Share | ||||
Reserve Under the Incentive Award Plan. | Management | For | Voted - For | |
6. | The Espp Proposal - to Consider and Vote Upon A | |||
Proposal to Approve, Assuming the Business | ||||
Combination Proposal, the Organizational Documents | ||||
Proposal and the Stock Issuance Proposal are | ||||
Approved and Adopted, the Boxed, Inc. 2021 Employee |
137
RiverPark Strategic Income Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
Stock Purchase Plan (the "esp Plan"), Including the | |||||
Authorization of the Initial Share Reserve Under | |||||
the Esp Plan. | Management | For | Voted - For | ||
7. | The Adjournment Proposal - to Consider and Vote | ||||
Upon A Proposal to Approve the Adjournment of the | |||||
Special Meeting to A Later Date Or Dates, If | |||||
Necessary, to Permit Further Solicitation and Vote | |||||
of Proxies If, Based Upon the Tabulated Vote at the | |||||
Time of the Special Meeting, Any of the Business | |||||
Combination Proposal, the Organizational Documents | |||||
Proposal, the Stock Issuance Proposal, the | |||||
Incentive Plan Proposal and the Espp Proposal Would | |||||
Not be Duly Approved and Adopted by our | (due to | ||||
Space Limits, See Proxy Statement for Full | |||||
Proposal). | Management | For | Voted - For | ||
TAILWIND TWO ACQUISITION CORP. | |||||
Security ID: G86613109 | Ticker: TWNT | ||||
Meeting Date: 22-Mar-22 | Meeting Type: Special | ||||
1. | The Business Combination Proposal - Resolved, As an | ||||
Ordinary Resolution, That Tailwind Two's Entry Into | |||||
the Agreement and Plan of Merger, Dated As of | |||||
October 28, 2021 (as May be Amended, Supplemented | |||||
Or Otherwise Modified from Time to Time, the | |||||
"business Combination Agreement"), by and Among | |||||
Tailwind Two, Titan Merger Sub, Inc., A Delaware | |||||
Corporation ("merger Sub") and Terran Orbital | |||||
Corporation, A Delaware Corporation ("terran | |||||
Orbital"), A Copy of Which is Attached to the | |||||
Accompanying Proxy (due to Space Limits, See | |||||
Proxy Material for Full Proposal). | Management | For | Voted - For | ||
2. | The Domestication Proposal - Resolved, As A Special | ||||
Resolution, That Tailwind Two be Transferred by Way | |||||
of Continuation to Delaware Pursuant to Part Xii of | |||||
the Companies Act (revised) of the Cayman Islands | |||||
and Section 388 of the General Corporation Law of | |||||
the State of Delaware And, Immediately Upon Being | |||||
De- Registered in the Cayman Islands, Tailwind Two | |||||
be Continued and Domesticated As A Corporation | |||||
Under the Laws of the State of Delaware. | Management | For | Voted - For | ||
3. | The Charter Proposal - Resolved, As A Special | ||||
Resolution, That, Upon the Domestication, the | |||||
Amended and Restated Memorandum and Articles of | |||||
Association of Tailwind Two ("existing Governing | |||||
Documents") be Amended and Restated by the Deletion | |||||
in Their Entirety and the Substitution in Their | |||||
Place of the Proposed New Certificate of | |||||
Incorporation of "terran Orbital Corporation" Upon | |||||
the Domestication, A Copy of Which is Attached to | |||||
the Accompanying Proxy Statement/prospectus As | |||||
Annex C (the (due to Space Limits, See Proxy | |||||
Material for Full Proposal). | Management | For | Voted - For |
138
RiverPark Strategic Income Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | |
4. | Advisory Governing Documents Proposal A - Resolved, | |||
That an Amendment to Change the Authorized Share | ||||
Capital of Tailwind Two from Us$55,100 Divided Into | ||||
(i) 500,000,000 Class A Ordinary Shares, Par Value | ||||
$0.0001 Per Share, (ii) 50,000,000 Class B Ordinary | ||||
Shares, Par Value $0.0001 Per Share and (iii) | ||||
1,000,000 Preference Shares, Par Value $0.0001 Per | ||||
Share, to (a) 300,000,000 Shares of Common Stock, | ||||
Par Value $0.0001 Per Share, of New Terran Orbital | ||||
and (b) 50,000,000 Shares of Preferred (due to | ||||
Space Limits, See Proxy Material for Full Proposal). | Management | For | Voted - For | |
5. | Advisory Governing Documents Proposal B - Resolved, | |||
That an Amendment to Authorize the Board of | ||||
Directors of New Terran Orbital to Issue Any Or All | ||||
Shares of New Terran Orbital Preferred Stock in One | ||||
Or More Classes Or Series, with Such Terms and | ||||
Conditions As May be Expressly Determined by the | ||||
Board of Directors of New Terran Orbital and As May | ||||
be Permitted by the Delaware General Corporation | ||||
Law be Approved on A Non- Binding Advisory Basis. | Management | For | Voted - For | |
6. | Advisory Governing Documents Proposal C - Resolved, | |||
That an Amendment to Remove the Ability of New | ||||
Terran Orbital Stockholders to Take Action by | ||||
Written Consent in Lieu of A Meeting be Approved on | ||||
A Non-binding Advisory Basis. | Management | For | Voted - For | |
7. | Advisory Governing Documents Proposal D - Resolved, | |||
That Certain Other Changes in Connection with the | ||||
Replacement of Existing Governing Documents with | ||||
the Proposed Certificate of Incorporation As Part | ||||
of the Domestication (a Copy of Which is Attached | ||||
to the Accompanying Proxy Statement/ Prospectus As | ||||
Annex C), Including (i) Changing the Post-business | ||||
Combination Corporate Name from "tailwind Two | ||||
Acquisition Corp." to "terran Orbital Corporation" | ||||
(which is Expected to Occur After the (due to | ||||
Space Limits, See Proxy Material for Full Proposal). | Management | For | Voted - For | |
8. | Advisory Governing Documents Proposal E - Resolved, | |||
That an Amendment to Require the Affirmative Vote | ||||
of the Holders of (i) at Least Two Thirds (2/3) of | ||||
the Total Voting Power of All the Then-outstanding | ||||
Shares of New Terran Orbital's Stock Entitled to | ||||
Vote Thereon, and Voting As A Single Class, to | ||||
Amend Or Repeal the Proposed Bylaws (or A Majority | ||||
of the Total Voting Power of the Then-outstanding | ||||
Shares of Capital Stock of New Terran Orbital | ||||
Entitled to Vote on Such Amendment Or Repeal, | ||||
(due to Space Limits, See Proxy Material for | ||||
Full Proposal). | Management | For | Voted - For | |
9. | The Exchange Proposal - Resolved, As an Ordinary | |||
Resolution, That for the Purposes of Complying with | ||||
the Applicable Provisions of New York Stock | ||||
Exchange Listing Rule 312.03 Or Nasdaq Stock | ||||
Exchange Listing Rule 5635, As Applicable, the | ||||
Issuance of Shares of New Terran Orbital Common | ||||
Stock in Connection with the Business Combination, | ||||
the Debt Financings and the Pipe Financing (each | ||||
139 |
RiverPark Strategic Income Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
Term As Defined in the Accompanying Proxy | |||||
Statement/prospectus) be Approved. | Management | For | Voted - For | ||
10. | The Incentive Award Plan Proposal - Resolved, As an | ||||
Ordinary Resolution, That the New Terran Orbital | |||||
2021 Omnibus Incentive Plan, A Copy of Which is | |||||
Attached to the Accompanying Proxy | |||||
Statement/prospectus As Annex E, be Adopted and | |||||
Approved. | Management | For | Voted - For | ||
11. | The Adjournment Proposal - Resolved, As an Ordinary | ||||
Resolution, That the Adjournment of the | |||||
Extraordinary General Meeting to A Later Date Or | |||||
Dates (a) to the Extent Necessary to Ensure That | |||||
Any Required Supplement Or Amendment to the | |||||
Accompanying Proxy Statement/prospectus is Provided | |||||
to Tailwind Two Shareholders Or, If As of the Time | |||||
for Which the Extraordinary General Meeting is | |||||
Scheduled, There are Insufficient Tailwind Two | |||||
Ordinary Shares Represented (either in Person Or by | |||||
Proxy) to (due to Space Limits, See Proxy | |||||
Material for Full Proposal). | Management | For | Voted - For | ||
TECH AND ENERGY TRANSITION CORPORATION | |||||
Security ID: 87823R102 | Ticker: TETC | ||||
Meeting Date: 15-Mar-22 | Meeting Type: Annual | ||||
1.1 | Election of Director: James Avery | Management | For | Voted - For | |
1.2 | Election of Director: Virginia Breen | Management | For | Voted - For | |
1.3 | Election of Director: Gregory Gilmore | Management | For | Voted - For | |
1.4 | Election of Director: Lawrence Handen | Management | For | Voted - For | |
1.5 | Election of Director: Dan Hesse | Management | For | Voted - For | |
1.6 | Election of Director: Diarmuid B. O'connell | Management | For | Voted - For | |
1.7 | Election of Director: David Roseman | Management | For | Voted - For | |
2. | Ratification of Independent Registered Public | ||||
Accounting Firm. | Management | For | Voted - For | ||
THIMBLE POINT ACQUISITION CORP. | |||||
Security ID: 88408P107 | Ticker: THMA | ||||
Meeting Date: 30-Nov-21 | Meeting Type: Special | ||||
1. | A Proposal to (a) Approve and Adopt the Business | ||||
Combination Agreement, Dated As of June 21, 2021 | |||||
(as It May be Amended, Supplemented Or Otherwise | |||||
Modified from Time to Time in Accordance with Its | |||||
Terms, the "business Combination Agreement"), by | |||||
and Among Thma, Oz Merger Sub, Inc., A Delaware | |||||
Corporation and Wholly-owned Subsidiary of Thma | |||||
("merger Sub"), and Pear Therapeutics, Inc., A | |||||
Delaware Corporation ("pear"), and (b) Approve the | |||||
Transactions Contemplated Thereby, Including | |||||
(due to Space Limits, See Proxy Statement for | |||||
Full Proposal). | Management | For | Voted - For |
140
RiverPark Strategic Income Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | |
2. | A Proposal to Amend the Current Certificate of | |||
Incorporation of Thma (the "current Charter") and | ||||
Adopt the Second Amended and Restated Certificate | ||||
of Incorporation (the "proposed Charter") to be | ||||
Effective Upon the Consummation of the Merger (the | ||||
"closing") Which Will Include Amendments to (a) | ||||
Increase the Number of Authorized Shares of Thma's | ||||
Capital Stock, Par Value $0.0001 Per Share, from | ||||
221,000,000 Shares, Consisting of (i) 220,000,000 | ||||
Shares of Common Stock, Including 200,000,000 | ||||
Shares (due to Space Limits, See Proxy Statement | ||||
for Full Proposal). | Management | For | Voted - For | |
3. | On A Non-binding Advisory Basis, A Separate | |||
Proposal with Respect to Certain Governance | ||||
Provisions in the Proposed Charter in Accordance | ||||
with Securities and Exchange Commission Guidance. | ||||
the Proposed Charter, and the Provisions That are | ||||
the Subject of This Proposal, is Further Described | ||||
in the Proxy Statement for the Special Meeting and | ||||
A Copy of the Proposed Charter is Attached As Annex | ||||
B to the Proxy Statement. | Management | For | Voted - For | |
4.1 | Director: Zack Lynch | Management | For | Voted - For |
4.2 | Director: Kirthiga Reddy | Management | For | Voted - For |
4.3 | Director: Andrew J. Schwab | Management | For | Voted - For |
4.4 | Director: Alison Bauerlein | Management | For | Voted - For |
4.5 | Director: Nancy Schlichting | Management | For | Voted - For |
4.6 | Director: Jorge Gomez | Management | For | Voted - For |
4.7 | Director: Corey Mccann | Management | For | Voted - For |
5. | A Proposal to Approve, in Connection with the | |||
Merger, for Purposes of Complying with Applicable | ||||
Listing Rules of the Nasdaq Stock Market | ||||
("nasdaq"), the Issuance And/or Sale of (a) Up to | ||||
132,395,625 Thma Class A Common Shares to the | ||||
Holders of Pear's Capital Stock Pursuant to the | ||||
Business Combination Agreement and the Reservation | ||||
for Issuance of Thma Class A Common Shares Subject | ||||
to Rollover Options (as Defined in the Proxy | ||||
Statement) Pursuant to the Business Combination | ||||
Agreement (due to Space Limits, See Proxy | ||||
Statement for Full Proposal). | Management | For | Voted - For | |
6. | A Proposal to Approve and Adopt the Pear Holdings | |||
Corp. 2021 Stock Option and Incentive Plan (the | ||||
"2021 Plan"), A Copy of Which is Attached As Annex | ||||
K to the Proxy Statement, and the Material Terms | ||||
Thereunder. | Management | For | Voted - For | |
7. | A Proposal to Approve and Adopt the Pear Holdings | |||
Corp. Employee Stock Purchase Plan (the "2021 | ||||
Espp"), A Copy of Which is Attached As Annex L to | ||||
the Proxy Statement, and the Material Terms | ||||
Thereunder. | Management | For | Voted - For | |
8. | A Proposal to Approve the Adjournment of the | |||
Special Meeting to A Later Date Or Dates, If | ||||
Necessary, to Permit Further Solicitation and Vote | ||||
of Proxies in the Event That There are Insufficient | ||||
141 |
RiverPark Strategic Income Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
Votes For, Or Otherwise in Connection With, | |||||
Proposals 1-2 and 4-7. | Management | For | Voted - For | ||
ZANITE ACQUISITION CORP. | |||||
Security ID: 98907K103 | Ticker: ZNTE | ||||
Meeting Date: 06-May-22 | Meeting Type: Special | ||||
1. | A Proposal to Adopt the Business Combination | ||||
Agreement, Dated As of December 21, 2021 (the | |||||
"business Combination Agreement"), A Copy of Which | |||||
is Attached to the Accompanying Proxy Statement As | |||||
Annex A, by and Among the Company, Embraer S.a., A | |||||
Brazilian Corporation (sociedade Anônima) | |||||
("embraer"), Eve Uam Llc, A Delaware Limited | |||||
Liability Company and A Newly Formed Direct Wholly | |||||
Owned Subsidiary of Embraer That Was Formed for | |||||
Purposes of Conducting the Uam Business (as Defined | |||||
in the Accompanying (due to Space Limits, See | |||||
Proxy Material for Full Proposal). | Management | For | Voted - For | ||
2A. | Charter Amendment Proposal A: to Approve and Adopt | ||||
the Proposed Charter (other Than the Proposals | |||||
Addressed in Charter Amendment Proposal B), Which, | |||||
If Approved, Would Amend and Restate the Current | |||||
Charter, and Which, If Approved, Would Take Effect | |||||
Upon the Closing. | Management | For | Voted - For | ||
2B. | Charter Amendment Proposal B: to Approve and Adopt | ||||
A Proposed Amendment to the Proposed Charter to (i) | |||||
Increase the Number of Authorized Shares of Class A | |||||
Common Stock from 100,000,000 to 1,000,000,000, | |||||
Which Will Become Shares of Common Stock, Par Value | |||||
of $0.001 Per Share, of the Combined Company Upon | |||||
the Closing, and the Total Number of Authorized | |||||
Shares of Common Stock from 111,000,000 to | |||||
1,000,000,000 and (ii) Provide That the Number of | |||||
Authorized Shares of Any Class of Common Stock Or | |||||
(due to Space Limits, See Proxy Material for | |||||
Full Proposal). | Management | For | Voted - For | ||
3A. | A Proposal to Increase the Total Number of | ||||
Authorized Shares of Stock to 1,100,000,000 Shares, | |||||
Consisting of (i) 1,000,000,000 Shares of Common | |||||
Stock and (ii) 100,000,000 Shares of Preferred | |||||
Stock, Par Value $0.0001 Per Share. | Management | For | Voted - For | ||
3B. | A Proposal to Provide That the Number of Authorized | ||||
Shares of Any Class of Common Stock Or Preferred | |||||
Stock May be Increased Or Decreased (but Not Below | |||||
the Number of Shares Thereof Then Outstanding) by | |||||
the Affirmative Vote of the Holders of A Majority | |||||
of the Stock of the Company Entitled to Vote, | |||||
Irrespective of the Provisions of Section 242(b)(2) | |||||
of the Dgcl | Management | For | Voted - For | ||
3C. | A Proposal to Require the Affirmative Vote of the | ||||
Holders of at Least Two-thirds of the Total Voting | |||||
Power of All the Then Outstanding Shares of Capital | |||||
Stock of the Company Entitled to Vote Thereon, | |||||
142 |
RiverPark Strategic Income Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | |
Voting Together As A Single Class to (1) Make | ||||
Amendments to Certain Provisions of the Proposed | ||||
Charter (article Thirteenth (a)) and (2) Amend the | ||||
Proposed Bylaws (as Defined in the Accompanying | ||||
Proxy Statement) (article Sixth (f) | Management | For | Voted - For | |
3D. | A Proposal to Provide That Any Action Required Or | |||
Permitted to be Taken by the Stockholders of the | ||||
Company May be Taken by Written Consent Until the | ||||
Time the Issued and Outstanding Shares of Common | ||||
Stock Owned by Embraer Entities (as Defined in the | ||||
Accompanying Proxy Statement) Represent Less Than | ||||
50% of the Voting Power of the Then Outstanding | ||||
Shares of Capital Stock of the Company. | Management | For | Voted - For | |
3E. | A Proposal to Elect Not to be Governed by Section | |||
203 of the Dgcl Relating to Business Combinations | ||||
with Interested Stockholders. | Management | For | Voted - For | |
3F. | A Proposal to Provide for Certain Additional | |||
Changes, Including, Among Other Things, (i) | ||||
Changing the Post-business Combination Company's | ||||
Corporate Name from "zanite Acquisition Corp." to | ||||
"eve Holding, Inc.", (ii) Making the Company's | ||||
Corporate Existence Perpetual and (iii) Removing | ||||
Certain Provisions Related to our Status As A Blank | ||||
Check Company That Will No Longer Apply Upon | ||||
Consummation of the Business Combination, All of | ||||
Which our Board of Directors Believes are Necessary | ||||
to Adequately Address the Needs of the | ||||
Post-business Combination Company. | Management | For | Voted - For | |
4. | A Proposal to Approve, for Purposes of Complying | |||
with Applicable Listing Rules of the Nasdaq Stock | ||||
Market ("nasdaq"), (x) the Issuance of More Than | ||||
20% of the Company's Issued and Outstanding Common | ||||
Stock in Connection with the Business Combination, | ||||
Consisting of the Issuance of (i) Shares of Common | ||||
Stock to Eah Pursuant to the Terms of the Business | ||||
Combination Agreement and (ii) Shares of Common | ||||
Stock to the Pipe Investors (as Defined in the | ||||
Accompanying Proxy Statement) in Connection | (due | |||
to Space Limits, See Proxy Material for Full | ||||
Proposal). | Management | For | Voted - For | |
5. | A Proposal to Approve and Adopt the Eve Holding, | |||
Inc. 2022 Stock Incentive Plan (the "incentive | ||||
Plan"), A Copy of Which is Attached to the | ||||
Accompanying Proxy Statement As Annex K (the | ||||
"incentive Plan Proposal"). | Management | For | Voted - For | |
6.1 | Director: Sergio Pedreiro | Management | For | Voted - For |
6.2 | Director: José M. Entrecanales | Management | For | Voted - For |
6.3 | Director: Marion Clifton Blakey | Management | For | Voted - For |
6.4 | Director: Paul Eremenko | Management | For | Voted - For |
6.5 | Director: Luis Carlos Affonso | Management | For | Voted - For |
6.6 | Director: Michael Amalfitano | Management | For | Voted - For |
6.7 | Director: Kenneth C. Ricci | Management | For | Voted - For |
7. | A Proposal to Approve the Adjournment of the | |||
Special Meeting to A Later Date Or Dates, If | ||||
Necessary Or Appropriate, to Permit Further | ||||
143 |
RiverPark Strategic Income Fund | |||
Proposal | Proposed by | Mgt. Position | Registrant Voted |
Solicitation and Vote of Proxies in the Event That | |||
There are Insufficient Votes For, Or Otherwise in | |||
Connection With, the Approval of Any of the | |||
Condition Precedent Proposals (as Defined Below) Or | |||
We Determine That One Or More of the Closing | |||
Conditions Under the Business Combination Agreement | |||
is Not Satisfied Or Waived (the "adjournment | |||
Proposal"). | Management | For | Voted - For |
144
Wedgewood Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
ALPHABET INC. | |||||
Security ID: 02079K305 | Ticker: GOOGL | ||||
Meeting Date: 01-Jun-22 | Meeting Type: Annual | ||||
1a. | Election of Director: Larry Page | Management | For | Voted - For | |
1b. | Election of Director: Sergey Brin | Management | For | Voted - For | |
1c. | Election of Director: Sundar Pichai | Management | For | Voted - For | |
1d. | Election of Director: John L. Hennessy | Management | For | Voted - For | |
1e. | Election of Director: Frances H. Arnold | Management | For | Voted - For | |
1f. | Election of Director: L. John Doerr | Management | For | Voted - For | |
1g. | Election of Director: Roger W. Ferguson Jr. | Management | For | Voted - For | |
1h. | Election of Director: Ann Mather | Management | For | Voted - For | |
1i. | Election of Director: K. Ram Shriram | Management | For | Voted - For | |
1j. | Election of Director: Robin L. Washington | Management | For | Voted - For | |
2. | Ratification of the Appointment of Ernst & Young | ||||
LLP As Alphabet's Independent Registered Public | |||||
Accounting Firm for the Fiscal Year Ending December | |||||
31, 2022. | Management | For | Voted - For | ||
3. | The Amendment of Alphabet's 2021 Stock Plan to | ||||
Increase the Share Reserve by 4,000,000 Shares of | |||||
Class C Capital Stock. | Management | For | Voted - For | ||
4. | The Amendment of Alphabet's Amended and Restated | ||||
Certificate of Incorporation to Increase the Number | |||||
of Authorized Shares. | Management | For | Voted - For | ||
5. | A Stockholder Proposal Regarding A Lobbying Report, | ||||
If Properly Presented at the Meeting. | Shareholder | Against | Voted - Against | ||
6. | A Stockholder Proposal Regarding A Climate Lobbying | ||||
Report, If Properly Presented at the Meeting. | Shareholder | Against | Voted - Against | ||
7. | A Stockholder Proposal Regarding A Report on | ||||
Physical Risks of Climate Change, If Properly | |||||
Presented at the Meeting. | Shareholder | Against | Voted - Against | ||
8. | A Stockholder Proposal Regarding A Report on Water | ||||
Management Risks, If Properly Presented at the | |||||
Meeting. | Shareholder | Against | Voted - Against | ||
9. | A Stockholder Proposal Regarding A Racial Equity | ||||
Audit, If Properly Presented at the Meeting. | Shareholder | Against | Voted - Against | ||
10. | A Stockholder Proposal Regarding A Report on | ||||
Concealment Clauses, If Properly Presented at the | |||||
Meeting. | Shareholder | Against | Voted - Against | ||
11. | A Stockholder Proposal Regarding Equal Shareholder | ||||
Voting, If Properly Presented at the Meeting. | Shareholder | Against | Voted - Against | ||
12. | A Stockholder Proposal Regarding A Report on | ||||
Government Takedown Requests, If Properly Presented | |||||
at the Meeting. | Shareholder | Against | Voted - Against | ||
13. | A Stockholder Proposal Regarding A Human Rights | ||||
Assessment of Data Center Siting, If Properly | |||||
Presented at the Meeting. | Shareholder | Against | Voted - Against | ||
14. | A Stockholder Proposal Regarding A Report on Data | ||||
Collection, Privacy, and Security, If Properly | |||||
Presented at the Meeting. | Shareholder | Against | Voted - Against |
145
Wedgewood Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
15. | A Stockholder Proposal Regarding Algorithm | ||||
Disclosures, If Properly Presented at the Meeting. | Shareholder | Against | Voted - Against | ||
16. | A Stockholder Proposal Regarding Misinformation and | ||||
Disinformation, If Properly Presented at the | |||||
Meeting. | Shareholder | Against | Voted - Against | ||
17. | A Stockholder Proposal Regarding A Report on | ||||
External Costs of Disinformation, If Properly | |||||
Presented at the Meeting. | Shareholder | Against | Voted - Against | ||
18. | A Stockholder Proposal Regarding A Report on Board | ||||
Diversity, If Properly Presented at the Meeting. | Shareholder | Against | Voted - Against | ||
19. | A Stockholder Proposal Regarding the Establishment | ||||
of an Environmental Sustainability Board Committee, | |||||
If Properly Presented at the Meeting. | Shareholder | Against | Voted - Against | ||
20. | A Stockholder Proposal Regarding A Policy on | ||||
Non-management Employee Representative Director, If | |||||
Properly Presented at the Meeting. | Shareholder | Against | Voted - Against | ||
21. | A Stockholder Proposal Regarding A Report on | ||||
Policies Regarding Military and Militarized | |||||
Policing Agencies, If Properly Presented at the | |||||
Meeting. | Shareholder | Against | Voted - Against | ||
APPLE INC. | |||||
Security ID: 037833100 | Ticker: AAPL | ||||
Meeting Date: 04-Mar-22 | Meeting Type: Annual | ||||
1A. | Election of Director: James Bell | Management | For | Voted - For | |
1B. | Election of Director: Tim Cook | Management | For | Voted - For | |
1C. | Election of Director: Al Gore | Management | For | Voted - For | |
1D. | Election of Director: Alex Gorsky | Management | For | Voted - For | |
1E. | Election of Director: Andrea Jung | Management | For | Voted - For | |
1F. | Election of Director: Art Levinson | Management | For | Voted - For | |
1G. | Election of Director: Monica Lozano | Management | For | Voted - For | |
1H. | Election of Director: Ron Sugar | Management | For | Voted - For | |
1I. | Election of Director: Sue Wagner | Management | For | Voted - For | |
2. | Ratification of the Appointment of Ernst & Young | ||||
LLP As Apple's Independent Registered Public | |||||
Accounting Firm for Fiscal 2022. | Management | For | Voted - For | ||
3. | Advisory Vote to Approve Executive Compensation. | Management | For | Voted - For | |
4. | Approval of the Apple Inc. 2022 Employee Stock Plan. | Management | For | Voted - For | |
5. | A Shareholder Proposal Entitled "reincorporate with | ||||
Deeper Purpose". | Shareholder | Against | Voted - Against | ||
6. | A Shareholder Proposal Entitled "transparency | ||||
Reports". | Shareholder | Against | Voted - Against | ||
7. | A Shareholder Proposal Entitled "report on Forced | ||||
Labor". | Shareholder | Against | Voted - Against | ||
8. | A Shareholder Proposal Entitled "pay Equity". | Shareholder | Against | Voted - Against | |
9. | A Shareholder Proposal Entitled "civil Rights | ||||
Audit". | Shareholder | Against | Voted - Against | ||
10. | A Shareholder Proposal Entitled "report on | ||||
Concealment Clauses". | Shareholder | Against | Voted - Against |
146
Wedgewood Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
BOOKING HOLDINGS INC. | |||||
Security ID: 09857L108 | Ticker: BKNG | ||||
Meeting Date: 09-Jun-22 | Meeting Type: Annual | ||||
1.1 | Director: Timothy Armstrong | Management | For | Voted - For | |
1.2 | Director: Glenn D. Fogel | Management | For | Voted - For | |
1.3 | Director: Mirian M. Graddick-weir | Management | For | Voted - For | |
1.4 | Director: Wei Hopeman | Management | For | Voted - For | |
1.5 | Director: Robert J. Mylod, Jr. | Management | For | Voted - For | |
1.6 | Director: Charles H. Noski | Management | For | Voted - For | |
1.7 | Director: Nicholas J. Read | Management | For | Voted - For | |
1.8 | Director: Thomas E. Rothman | Management | For | Voted - For | |
1.9 | Director: Sumit Singh | Management | For | Voted - For | |
1.10 | Director: Lynn V. Radakovich | Management | For | Voted - For | |
1.11 | Director: Vanessa A. Wittman | Management | For | Voted - For | |
2. | Advisory Vote to Approve 2021 Executive | ||||
Compensation. | Management | For | Voted - For | ||
3. | Ratification of Deloitte & Touche LLP As our | ||||
Independent Registered Public Accounting Firm for | |||||
the Fiscal Year Ending December 31, 2022. | Management | For | Voted - For | ||
4. | Stockholder Proposal Requesting the Right of | ||||
Stockholders Holding 10% of Outstanding Shares of | |||||
Common Stock to Call A Special Meeting. | Shareholder | Against | Voted - Against | ||
5. | Stockholder Proposal Requesting the Board of | ||||
Directors Incorporate Climate Change Metrics Into | |||||
Executive Compensation Arrangements for our Chief | |||||
Executive Officer and at Least One Other Senior | |||||
Executive. | Shareholder | Against | Voted - Against | ||
CDW CORPORATION | |||||
Security ID: 12514G108 | Ticker: CDW | ||||
Meeting Date: 19-May-22 | Meeting Type: Annual | ||||
1A. | Election of Director for A Term to Expire at 2023 | ||||
Annual Meeting: Virginia C. Addicott | Management | For | Voted - For | ||
1B. | Election of Director for A Term to Expire at 2023 | ||||
Annual Meeting: James A. Bell | Management | For | Voted - For | ||
1C. | Election of Director for A Term to Expire at 2023 | ||||
Annual Meeting: Lynda M. Clarizio | Management | For | Voted - For | ||
1D. | Election of Director for A Term to Expire at 2023 | ||||
Annual Meeting: Paul J. Finnegan | Management | For | Voted - For | ||
1E. | Election of Director for A Term to Expire at 2023 | ||||
Annual Meeting: Anthony R. Foxx | Management | For | Voted - For | ||
1F. | Election of Director for A Term to Expire at 2023 | ||||
Annual Meeting: Christine A. Leahy | Management | For | Voted - For | ||
1G. | Election of Director for A Term to Expire at 2023 | ||||
Annual Meeting: Sanjay Mehrotra | Management | For | Voted - For | ||
1H. | Election of Director for A Term to Expire at 2023 | ||||
Annual Meeting: David W. Nelms | Management | For | Voted - For |
147
Wedgewood Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
1I. | Election of Director for A Term to Expire at 2023 | ||||
Annual Meeting: Joseph R. Swedish | Management | For | Voted - For | ||
1J. | Election of Director for A Term to Expire at 2023 | ||||
Annual Meeting: Donna F. Zarcone | Management | For | Voted - For | ||
2. | To Approve, on an Advisory Basis, Named Executive | ||||
Officer Compensation. | Management | For | Voted - For | ||
3. | To Ratify the Selection of Ernst & Young LLP As the | ||||
Company's Independent Registered Public Accounting | |||||
Firm for the Year Ending December 31, 2022. | Management | For | Voted - For | ||
4. | To Consider and Act Upon the Stockholder Proposal, | ||||
If Properly Presented at the Meeting, Regarding | |||||
Shareholder Right to Act by Written Consent. | Shareholder | Against | Voted - Against | ||
COPART, INC. | |||||
Security ID: 217204106 | Ticker: CPRT | ||||
Meeting Date: 03-Dec-21 | Meeting Type: Annual | ||||
1A. | Election of Director: Willis J. Johnson | Management | For | Voted - For | |
1B. | Election of Director: A. Jayson Adair | Management | For | Voted - For | |
1C. | Election of Director: Matt Blunt | Management | For | Voted - For | |
1D. | Election of Director: Steven D. Cohan | Management | For | Voted - For | |
1E. | Election of Director: Daniel J. Englander | Management | For | Voted - For | |
1F. | Election of Director: James E. Meeks | Management | For | Voted - For | |
1G. | Election of Director: Thomas N. Tryforos | Management | For | Voted - For | |
1H. | Election of Director: Diane M. Morefield | Management | For | Voted - For | |
1I. | Election of Director: Stephen Fisher | Management | For | Voted - For | |
1J. | Election of Director: Cherylyn Harley Lebon | Management | For | Voted - For | |
1K. | Election of Director: Carl D. Sparks | Management | For | Voted - For | |
2. | To Approve, on an Advisory (non-binding) Basis, the | ||||
Compensation of our Named Executive Officers for | |||||
the Fiscal Year Ended July 31, 2021 (say-on-pay | |||||
Vote). | Management | For | Voted - For | ||
3. | To Ratify the Appointment of Ernst & Young LLP As | ||||
our Independent Registered Public Accounting Firm | |||||
for the Fiscal Year Ending July 31, 2022. | Management | For | Voted - For | ||
EDWARDS LIFESCIENCES CORPORATION | |||||
Security ID: 28176E108 | Ticker: EW | ||||
Meeting Date: 03-May-22 | Meeting Type: Annual | ||||
1.1 | Election of Director: Kieran T. Gallahue | Management | For | Voted - For | |
1.2 | Election of Director: Leslie S. Heisz | Management | For | Voted - For | |
1.3 | Election of Director: Paul A. Laviolette | Management | For | Voted - For | |
1.4 | Election of Director: Steven R. Loranger | Management | For | Voted - For | |
1.5 | Election of Director: Martha H. Marsh | Management | For | Voted - For | |
1.6 | Election of Director: Michael A. Mussallem | Management | For | Voted - For | |
1.7 | Election of Director: Ramona Sequeira | Management | For | Voted - For | |
1.8 | Election of Director: Nicholas J. Valeriani | Management | For | Voted - For |
148
Wedgewood Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
2. | Advisory Vote to Approve Named Executive Officer | ||||
Compensation | Management | For | Voted - For | ||
3. | Ratification of Appointment of Independent | ||||
Registered Public Accounting Firm | Management | For | Voted - For | ||
4. | Stockholder Proposal for an Advisory Vote to Reduce | ||||
the Share Ownership Threshold to Call A Special | |||||
Meeting | Shareholder | Against | Voted - Against | ||
ELECTRONIC ARTS INC. | |||||
Security ID: 285512109 | Ticker: EA | ||||
Meeting Date: 12-Aug-21 | Meeting Type: Annual | ||||
1A. | Election of Director to Hold Office for A One- Year | ||||
Term: Kofi A. Bruce | Management | For | Voted - For | ||
1B. | Election of Director to Hold Office for A One- Year | ||||
Term: Leonard S. Coleman | Management | For | Voted - For | ||
1C. | Election of Director to Hold Office for A One- Year | ||||
Term: Jeffrey T. Huber | Management | For | Voted - For | ||
1D. | Election of Director to Hold Office for A One- Year | ||||
Term: Talbott Roche | Management | For | Voted - For | ||
1E. | Election of Director to Hold Office for A One- Year | ||||
Term: Richard A. Simonson | Management | For | Voted - For | ||
1F. | Election of Director to Hold Office for A One- Year | ||||
Term: Luis A. Ubinas | Management | For | Voted - For | ||
1G. | Election of Director to Hold Office for A One- Year | ||||
Term: Heidi J. Ueberroth | Management | For | Voted - For | ||
1H. | Election of Director to Hold Office for A One- Year | ||||
Term: Andrew Wilson | Management | For | Voted - For | ||
2. | Advisory Vote to Approve Named Executive Officer | ||||
Compensation. | Management | For | Voted - For | ||
3. | Ratification of the Appointment of KPMG LLP As our | ||||
Independent Public Registered Accounting Firm for | |||||
the Fiscal Year Ending March 31, 2022. | Management | For | Voted - For | ||
4. | Amendment and Restatement of the Company's | ||||
Certificate of Incorporation to Permit Stockholders | |||||
to Act by Written Consent. | Management | For | Voted - For | ||
5. | To Consider and Vote Upon A Stockholder Proposal, | ||||
If Properly Presented at the Annual Meeting, on | |||||
Whether to Allow Stockholders to Act by Written | |||||
Consent. | Shareholder | Against | Voted - Against | ||
FIRST REPUBLIC BANK | |||||
Security ID: 33616C100 | Ticker: FRC | ||||
Meeting Date: 17-May-22 | Meeting Type: Annual | ||||
1A. | Election of Director: James H. Herbert, II | Management | For | Voted - For | |
1B. | Election of Director: Katherine August- Dewilde | Management | For | Voted - For | |
1C. | Election of Director: Frank J. Fahrenkopf, Jr. | Management | For | Voted - For | |
1D. | Election of Director: Boris Groysberg | Management | For | Voted - For | |
1E. | Election of Director: Sandra R. Hernández | Management | For | Voted - For |
149
Wedgewood Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
1F. | Election of Director: Pamela J. Joyner | Management | For | Voted - For | |
1G. | Election of Director: Shilla Kim-parker | Management | For | Voted - For | |
1H. | Election of Director: Reynold Levy | Management | For | Voted - For | |
1I. | Election of Director: George G.c. Parker | Management | For | Voted - For | |
1J. | Election of Director: Michael J. Roffler | Management | For | Voted - For | |
2. | To Ratify KPMG LLP As the Independent Registered | ||||
Public Accounting Firm of First Republic Bank for | |||||
the Fiscal Year Ending December 31, 2022. | Management | For | Voted - For | ||
3. | To Approve the Amendments to the First Republic | ||||
Bank 2017 Omnibus Award Plan. | Management | For | Voted - For | ||
4. | To Approve, by Advisory (non-binding) Vote, the | ||||
Compensation of our Executive Officers ("say on | |||||
Pay") Vote. | Management | For | Voted - For | ||
KEYSIGHT TECHNOLOGIES, INC. | |||||
Security ID: 49338L103 | Ticker: KEYS | ||||
Meeting Date: 17-Mar-22 | Meeting Type: Annual | ||||
1A. | Election of Director: James G. Cullen | Management | For | Voted - For | |
1B. | Election of Director: Michelle J. Holthaus | Management | For | Voted - For | |
1C. | Election of Director: Jean M. Nye | Management | For | Voted - For | |
1D. | Election of Director: Joanne B. Olsen | Management | For | Voted - For | |
2. | Ratify the Audit and Finance Committee's | ||||
Appointment of PricewaterhouseCoopers LLP As | |||||
Keysight's Independent Registered Public Accounting | |||||
Firm. | Management | For | Voted - For | ||
3. | Approve, on A Non-binding Advisory Basis, the | ||||
Compensation of Keysight's Named Executive Officers. | Management | For | Voted - For | ||
4. | Approve an Amendment to Keysight's Amended and | ||||
Restated Certificate of Incorporation to Declassify | |||||
the Board of Directors. | Management | For | Voted - For | ||
META PLATFORMS, INC. | |||||
Security ID: 30303M102 | Ticker: FB | ||||
Meeting Date: 25-May-22 | Meeting Type: Annual | ||||
1.1 | Director: Peggy Alford | Management | For | Voted - For | |
1.2 | Director: Marc L. Andreessen | Management | For | Voted - For | |
1.3 | Director: Andrew W. Houston | Management | For | Voted - For | |
1.4 | Director: Nancy Killefer | Management | For | Voted - For | |
1.5 | Director: Robert M. Kimmitt | Management | For | Voted - For | |
1.6 | Director: Sheryl K. Sandberg | Management | For | Voted - For | |
1.7 | Director: Tracey T. Travis | Management | For | Voted - For | |
1.8 | Director: Tony Xu | Management | For | Voted - For | |
1.9 | Director: Mark Zuckerberg | Management | For | Voted - For | |
2. | To Ratify the Appointment of Ernst & Young LLP As | ||||
Meta Platforms, Inc.'s Independent Registered | |||||
Public Accounting Firm for the Fiscal Year Ending | |||||
December 31, 2022. | Management | For | Voted - For |
150
Wedgewood Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
3. | To Approve, on A Non-binding Advisory Basis, the | ||||
Compensation Program for Meta Platforms, Inc.'s | |||||
Named Executive Officers As Disclosed in Meta | |||||
Platforms, Inc.'s Proxy Statement. | Management | For | Voted - For | ||
4. | A Shareholder Proposal Regarding Dual Class Capital | ||||
Structure. | Shareholder | Against | Voted - Against | ||
5. | A Shareholder Proposal Regarding an Independent | ||||
Chair. | Shareholder | Against | Voted - Against | ||
6. | A Shareholder Proposal Regarding Concealment | ||||
Clauses. | Shareholder | Against | Voted - Against | ||
7. | A Shareholder Proposal Regarding Report on External | ||||
Costs of Misinformation. | Shareholder | Against | Voted - Against | ||
8. | A Shareholder Proposal Regarding Report on | ||||
Community Standards Enforcement. | Shareholder | Against | Voted - Against | ||
9. | A Shareholder Proposal Regarding Report and | ||||
Advisory Vote on the Metaverse. | Shareholder | Against | Voted - Against | ||
10. | A Shareholder Proposal Regarding Human Rights | ||||
Impact Assessment. | Shareholder | Against | Voted - Against | ||
11. | A Shareholder Proposal Regarding Child Sexual | ||||
Exploitation Online. | Shareholder | Against | Voted - Against | ||
12. | A Shareholder Proposal Regarding Civil Rights and | ||||
Non-discrimination Audit. | Shareholder | Against | Voted - Against | ||
13. | A Shareholder Proposal Regarding Report on Lobbying. | Shareholder | Against | Voted - Against | |
14. | A Shareholder Proposal Regarding Assessment of | ||||
Audit & Risk Oversight Committee. | Shareholder | Against | Voted - Against | ||
15. | A Shareholder Proposal Regarding Report on | ||||
Charitable Donations. | Shareholder | Against | Voted - Against | ||
MICROSOFT CORPORATION | |||||
Security ID: 594918104 | Ticker: MSFT | ||||
Meeting Date: 30-Nov-21 | Meeting Type: Annual | ||||
1A. | Election of Director: Reid G. Hoffman | Management | For | Voted - For | |
1B. | Election of Director: Hugh F. Johnston | Management | For | Voted - For | |
1C. | Election of Director: Teri L. List | Management | For | Voted - For | |
1D. | Election of Director: Satya Nadella | Management | For | Voted - For | |
1E. | Election of Director: Sandra E. Peterson | Management | For | Voted - For | |
1F. | Election of Director: Penny S. Pritzker | Management | For | Voted - For | |
1G. | Election of Director: Carlos A. Rodriguez | Management | For | Voted - For | |
1H. | Election of Director: Charles W. Scharf | Management | For | Voted - For | |
1I. | Election of Director: John W. Stanton | Management | For | Voted - For | |
1J. | Election of Director: John W. Thompson | Management | For | Voted - For | |
1K. | Election of Director: Emma N. Walmsley | Management | For | Voted - For | |
1L. | Election of Director: Padmasree Warrior | Management | For | Voted - For | |
2. | Advisory Vote to Approve Named Executive Officer | ||||
Compensation. | Management | For | Voted - For | ||
3. | Approve Employee Stock Purchase Plan. | Management | For | Voted - For | |
4. | Ratification of the Selection of Deloitte & Touche | ||||
LLP As our Independent Auditor for Fiscal Year 2022. | Management | For | Voted - For | ||
5. | Shareholder Proposal - Report on Median Pay Gaps | ||||
Across Race and Gender. | Shareholder | Against | Voted - Against |
151
Wedgewood Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
6. | Shareholder Proposal - Report on Effectiveness of | ||||
Workplace Sexual Harassment Policies. | Shareholder | Against | Voted - Against | ||
7. | Shareholder Proposal - Prohibition on Sales of | ||||
Facial Recognition Technology to All Government | |||||
Entities. | Shareholder | Against | Voted - Against | ||
8. | Shareholder Proposal - Report on Implementation of | ||||
the Fair Chance Business Pledge. | Shareholder | Against | Voted - Against | ||
9. | Shareholder Proposal - Report on How Lobbying | ||||
Activities Align with Company Policies. | Shareholder | Against | Voted - Against | ||
MOTOROLA SOLUTIONS, INC. | |||||
Security ID: 620076307 | Ticker: MSI | ||||
Meeting Date: 17-May-22 | Meeting Type: Annual | ||||
1A. | Election of Director for A One Year Term: Gregory | ||||
Q. Brown | Management | For | Voted - For | ||
1B. | Election of Director for A One Year Term: Kenneth | ||||
D. Denman | Management | For | Voted - For | ||
1C. | Election of Director for A One Year Term: Egon P. | ||||
Durban | Management | For | Voted - For | ||
1D. | Election of Director for A One Year Term: Ayanna M. | ||||
Howard | Management | For | Voted - For | ||
1E. | Election of Director for A One Year Term: Clayton | ||||
M. Jones | Management | For | Voted - For | ||
1F. | Election of Director for A One Year Term: Judy C. | ||||
Lewent | Management | For | Voted - For | ||
1G. | Election of Director for A One Year Term: Gregory | ||||
K. Mondre | Management | For | Voted - For | ||
1H. | Election of Director for A One Year Term: Joseph M. | ||||
Tucci | Management | For | Voted - For | ||
2. | Ratification of the Appointment of | ||||
PricewaterhouseCoopers LLP As the Company's | |||||
Independent Registered Public Accounting Firm for | |||||
2022. | Management | For | Voted - For | ||
3. | Advisory Approval of the Company's Executive | ||||
Compensation. | Management | For | Voted - For | ||
4. | Approval of the Motorola Solutions Amended and | ||||
Restated Omnibus Incentive Plan of 2015. | Management | For | Voted - For | ||
OLD DOMINION FREIGHT LINE, INC. | |||||
Security ID: 679580100 | Ticker: ODFL | ||||
Meeting Date: 18-May-22 | Meeting Type: Annual | ||||
1.1 | Director: Sherry A. Aaholm | Management | For | Voted - For | |
1.2 | Director: David S. Congdon | Management | For | Voted - For | |
1.3 | Director: John R. Congdon, Jr. | Management | For | Voted - For | |
1.4 | Director: Bradley R. Gabosch | Management | For | Voted - For | |
1.5 | Director: Greg C. Gantt | Management | For | Voted - For | |
1.6 | Director: Patrick D. Hanley | Management | For | Voted - For |
152
Wedgewood Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
1.7 | Director: John D. Kasarda | Management | For | Voted - For | |
1.8 | Director: Wendy T. Stallings | Management | For | Voted - For | |
1.9 | Director: Thomas A. Stith, III | Management | For | Voted - For | |
1.10 | Director: Leo H. Suggs | Management | For | Voted - For | |
1.11 | Director: D. Michael Wray | Management | For | Voted - For | |
2. | Approval, on an Advisory Basis, of the Compensation | ||||
of the Company's Named Executive Officers. | Management | For | Voted - For | ||
3. | Ratification of the Appointment of Ernst & Young | ||||
LLP As the Company's Independent Registered Public | |||||
Accounting Firm for the Year Ending December 31, | |||||
2022. | Management | For | Voted - For | ||
PAYPAL HOLDINGS, INC. | |||||
Security ID: 70450Y103 | Ticker: PYPL | ||||
Meeting Date: 02-Jun-22 | Meeting Type: Annual | ||||
1a. | Election of Director: Rodney C. Adkins | Management | For | Voted - For | |
1b. | Election of Director: Jonathan Christodoro | Management | For | Voted - For | |
1c. | Election of Director: John J. Donahoe | Management | For | Voted - For | |
1d. | Election of Director: David W. Dorman | Management | For | Voted - For | |
1e. | Election of Director: Belinda J. Johnson | Management | For | Voted - For | |
1f. | Election of Director: Enrique Lores | Management | For | Voted - For | |
1g. | Election of Director: Gail J. Mcgovern | Management | For | Voted - For | |
1h. | Election of Director: Deborah M. Messemer | Management | For | Voted - For | |
1i. | Election of Director: David M. Moffett | Management | For | Voted - For | |
1j. | Election of Director: Ann M. Sarnoff | Management | For | Voted - For | |
1k. | Election of Director: Daniel H. Schulman | Management | For | Voted - For | |
1l. | Election of Director: Frank D. Yeary | Management | For | Voted - For | |
2. | Advisory Vote to Approve Named Executive Officer | ||||
Compensation. | Management | For | Voted - For | ||
3. | Advisory Vote on the Frequency of the Stockholder | ||||
Advisory Vote to Approve Named Executive Officer | |||||
Compensation. | Management | 1 Year | Voted - 1 Year | ||
4. | Ratification of the Appointment of | ||||
PricewaterhouseCoopers LLP As our Independent | |||||
Auditor for 2022. | Management | For | Voted - For | ||
5. | Stockholder Proposal - Special Shareholder Meeting | ||||
Improvement. | Shareholder | Against | Voted - Against | ||
S&P GLOBAL INC. | |||||
Security ID: 78409V104 | Ticker: SPGI | ||||
Meeting Date: 04-May-22 | Meeting Type: Annual | ||||
1A. | Election of Director: Marco Alverà | Management | For | Voted - For | |
1B. | Election of Director: Jacques Esculier | Management | For | Voted - For | |
1C. | Election of Director: Gay Huey Evans | Management | For | Voted - For | |
1D. | Election of Director: William D. Green | Management | For | Voted - For | |
1E. | Election of Director: Stephanie C. Hill | Management | For | Voted - For |
153
Wedgewood Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
1F. | Election of Director: Rebecca Jacoby | Management | For | Voted - For | |
1G. | Election of Director: Robert P. Kelly | Management | For | Voted - For | |
1H. | Election of Director: Ian Paul Livingston | Management | For | Voted - For | |
1I. | Election of Director: Deborah D. Mcwhinney | Management | For | Voted - For | |
1J. | Election of Director: Maria R. Morris | Management | For | Voted - For | |
1K. | Election of Director: Douglas L. Peterson | Management | For | Voted - For | |
1L. | Election of Director: Edward B. Rust, Jr. | Management | For | Voted - For | |
1M. | Election of Director: Richard E. Thornburgh | Management | For | Voted - For | |
1N. | Election of Director: Gregory Washington | Management | For | Voted - For | |
2. | Approve, on an Advisory Basis, the Executive | ||||
Compensation Program for the Company's Named | |||||
Executive Officers. | Management | For | Voted - For | ||
3. | Ratify the Selection of Ernst & Young LLP As our | ||||
Independent Auditor for 2022. | Management | For | Voted - For | ||
STARBUCKS CORPORATION | |||||
Security ID: 855244109 | Ticker: SBUX | ||||
Meeting Date: 16-Mar-22 | Meeting Type: Annual | ||||
1A. | Election of Director: Richard E. Allison, Jr. | Management | For | Voted - For | |
1B. | Election of Director: Andrew Campion | Management | For | Voted - For | |
1C. | Election of Director: Mary N. Dillon | Management | For | Voted - For | |
1D. | Election of Director: Isabel Ge Mahe | Management | For | Voted - For | |
1E. | Election of Director: Mellody Hobson | Management | For | Voted - For | |
1F. | Election of Director: Kevin R. Johnson | Management | For | Voted - For | |
1G. | Election of Director: Jørgen Vig Knudstorp | Management | For | Voted - For | |
1H. | Election of Director: Satya Nadella | Management | For | Voted - For | |
1I. | Election of Director: Joshua Cooper Ramo | Management | For | Voted - For | |
1J. | Election of Director: Clara Shih | Management | For | Voted - For | |
1K. | Election of Director: Javier G. Teruel | Management | For | Voted - For | |
2. | Approve Amended and Restated 2005 Long- Term Equity | ||||
Incentive Plan. | Management | For | Voted - For | ||
3. | Approve, on an Advisory, Nonbinding Basis,the | ||||
Compensation of our Named Executive Officers. | Management | For | Voted - For | ||
4. | Ratify the Selection of Deloitte & Touche LLP As | ||||
our Independent Registered Public Accounting Firm | |||||
for Fiscal 2022. | Management | For | Voted - For | ||
5. | Annual Reports Regarding the Prevention of | ||||
Harassment and Discrimination in the Workplace. | Shareholder | Against | Voted - Against | ||
TAIWAN SEMICONDUCTOR MFG. CO. LTD. | |||||
Security ID: 874039100 | Ticker: TSM | ||||
Meeting Date: 08-Jun-22 | Meeting Type: Annual | ||||
1) | To Accept 2021 Business Report and Financial | ||||
Statements | Management | For | Voted - For | ||
2) | To Revise the Articles of Incorporation | Management | For | Voted - For |
154
Wedgewood Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
3) | To Revise the Procedures for Acquisition Or | ||||
Disposal of Assets | Management | For | Voted - For | ||
4) | To Approve the Issuance of Employee Restricted | ||||
Stock Awards for Year 2022 | Management | For | Voted - For | ||
TEXAS PACIFIC LAND CORPORATION | |||||
Security ID: 88262P102 | Ticker: TPL | ||||
Meeting Date: 29-Dec-21 | Meeting Type: Annual | ||||
1A. | Election of Class I Director: Barbara J. Duganier | Management | For | Voted - For | |
1B. | Election of Class I Director: Tyler Glover | Management | For | Voted - For | |
1C. | Election of Class I Director: Dana F. Mcginnis | Management | For | Voted - For | |
2. | To Approve, by Non-binding Advisory Vote, Executive | ||||
Compensation. | Management | For | Voted - For | ||
3. | To Determine, by Non-binding Advisory Vote, the | ||||
Frequency of Future Stockholder Advisory Votes on | |||||
Executive Compensation. | Management | 1 Year | Voted - 1 Year | ||
4. | To Approve the Company's 2021 Incentive Plan. | Management | For | Voted - For | |
5. | To Approve the Company's 2021 Non- Employee | ||||
Director Stock and Deferred Compensation Plan. | Management | For | Voted - For | ||
6. | To Ratify the Appointment of Deloitte & Touche LLP | ||||
As our Independent Registered Public Accounting | |||||
Firm for the Fiscal Year Ending December 31, 2021. | Management | For | Voted - For | ||
7. | To Consider A Stockholder Proposal Requesting That | ||||
the Board of Directors Take Actions to Declassify | |||||
the Board of Directors. | Shareholder | Against | Voted - Against | ||
THE PROGRESSIVE CORPORATION | |||||
Security ID: 743315103 | Ticker: PGR | ||||
Meeting Date: 13-May-22 | Meeting Type: Annual | ||||
1A. | Election of Director: Philip Bleser | Management | For | Voted - For | |
1B. | Election of Director: Stuart B. Burgdoerfer | Management | For | Voted - For | |
1C. | Election of Director: Pamela J. Craig | Management | For | Voted - For | |
1D. | Election of Director: Charles A. Davis | Management | For | Voted - For | |
1E. | Election of Director: Roger N. Farah | Management | For | Voted - For | |
1F. | Election of Director: Lawton W. Fitt | Management | For | Voted - For | |
1G. | Election of Director: Susan Patricia Griffith | Management | For | Voted - For | |
1H. | Election of Director: Devin C. Johnson | Management | For | Voted - For | |
1I. | Election of Director: Jeffrey D. Kelly | Management | For | Voted - For | |
1J. | Election of Director: Barbara R. Snyder | Management | For | Voted - For | |
1K. | Election of Director: Jan E. Tighe | Management | For | Voted - For | |
1L. | Election of Director: Kahina Van Dyke | Management | For | Voted - For | |
2. | Approve the Progressive Corporation Amended and | ||||
Restated 2017 Directors Equity Incentive Plan. | Management | For | Voted - For | ||
3. | Cast an Advisory Vote to Approve our Executive | ||||
Compensation Program. | Management | For | Voted - For |
155
Wedgewood Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
4. | Ratify the Appointment of PricewaterhouseCoopers | ||||
LLP As our Independent Registered Public Accounting | |||||
Firm for 2022. | Management | For | Voted - For | ||
TRACTOR SUPPLY COMPANY | |||||
Security ID: 892356106 | Ticker: TSCO | ||||
Meeting Date: 11-May-22 | Meeting Type: Annual | ||||
1.1 | Election of Director: Cynthia T. Jamison | Management | For | Voted - For | |
1.2 | Election of Director: Joy Brown | Management | For | Voted - For | |
1.3 | Election of Director: Ricardo Cardenas | Management | For | Voted - For | |
1.4 | Election of Director: Denise L. Jackson | Management | For | Voted - For | |
1.5 | Election of Director: Thomas A. Kingsbury | Management | For | Voted - For | |
1.6 | Election of Director: Ramkumar Krishnan | Management | For | Voted - For | |
1.7 | Election of Director: Harry A. Lawton III | Management | For | Voted - For | |
1.8 | Election of Director: Edna K. Morris | Management | For | Voted - For | |
1.9 | Election of Director: Mark J. Weikel | Management | For | Voted - For | |
2. | To Ratify the Re-appointment of Ernst & Young LLP | ||||
As our Independent Registered Public Accounting | |||||
Firm for the Fiscal Year Ending December 31, 2022 | Management | For | Voted - For | ||
3. | To Approve, by Advisory Vote, the Compensation of | ||||
our Named Executive Officers | Management | For | Voted - For | ||
4. | To Vote on A Shareholder Proposal Titled "report on | ||||
Costs of Low Wages and Inequality" | Shareholder | Against | Voted - Against | ||
UNITEDHEALTH GROUP INCORPORATED | |||||
Security ID: 91324P102 | Ticker: UNH | ||||
Meeting Date: 06-Jun-22 | Meeting Type: Annual | ||||
1a. | Election of Director: Timothy P. Flynn | Management | For | Voted - For | |
1b. | Election of Director: Paul R. Garcia | Management | For | Voted - For | |
1c. | Election of Director: Stephen J. Hemsley | Management | For | Voted - For | |
1d. | Election of Director: Michele J. Hooper | Management | For | Voted - For | |
1e. | Election of Director: F. William Mcnabb III | Management | For | Voted - For | |
1f. | Election of Director: Valerie C. Montgomery Rice, | ||||
M.D. | Management | For | Voted - For | ||
1g. | Election of Director: John H. Noseworthy, M.D. | Management | For | Voted - For | |
1h. | Election of Director: Andrew Witty | Management | For | Voted - For | |
2. | Advisory Approval of the Company's Executive | ||||
Compensation. | Management | For | Voted - For | ||
3. | Ratification of the Appointment of Deloitte & | ||||
Touche LLP As the Independent Registered Public | |||||
Accounting Firm for the Company for the Year Ending | |||||
December 31, 2022. | Management | For | Voted - For | ||
4. | If Properly Presented at the 2022 Annual Meeting of | ||||
Shareholders, the Shareholder Proposal Seeking | |||||
Shareholder Ratification of Termination Pay. | Shareholder | Against | Voted - Against |
156
Wedgewood Fund | |||||
Proposal | Proposed by | Mgt. Position | Registrant Voted | ||
5. | If Properly Presented at the 2022 Annual Meeting of | ||||
Shareholders, the Shareholder Proposal Regarding | |||||
Political Contributions Congruency Report. | Shareholder | Against | Voted - Against | ||
VISA INC. | |||||
Security ID: 92826C839 | Ticker: V | ||||
Meeting Date: 25-Jan-22 | Meeting Type: Annual | ||||
1A. | Election of Director: Lloyd A. Carney | Management | For | Voted - For | |
1B. | Election of Director: Mary B. Cranston | Management | For | Voted - For | |
1C. | Election of Director: Francisco Javier | ||||
Fernández-carbajal | Management | For | Voted - For | ||
1D. | Election of Director: Alfred F. Kelly, Jr. | Management | For | Voted - For | |
1E. | Election of Director: Ramon Laguarta | Management | For | Voted - For | |
1F. | Election of Director: John F. Lundgren | Management | For | Voted - For | |
1G. | Election of Director: Robert W. Matschullat | Management | For | Voted - For | |
1H. | Election of Director: Denise M. Morrison | Management | For | Voted - For | |
1I. | Election of Director: Linda J. Rendle | Management | For | Voted - For | |
1J. | Election of Director: Maynard G. Webb, Jr. | Management | For | Voted - For | |
2. | To Approve, on an Advisory Basis, the Compensation | ||||
Paid to our Named Executive Officers. | Management | For | Voted - For | ||
3. | To Ratify the Appointment of KPMG LLP As our | ||||
Independent Registered Public Accounting Firm for | |||||
Fiscal Year 2022. | Management | For | Voted - For |
157