UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number: 811-22678
SALIENT MF TRUST
(Exact name of registrant as specified in charter)
4265 SAN FELIPE, SUITE 800
HOUSTON, TEXAS 77027
(Address of principal executive offices) (Zip code)
George Zornada, Esq.
K&L Gates
State Street Financial Center
One Lincoln Street
Boston, Ma 02111
(Name and address of agent for service)
Registrant’s telephone number, including area code: (713) 993-4001
Date of fiscal year end: December 31
Date of reporting period: July 1, 2013 through June 30, 2014
Form N-PX is to be used by a registered management investment company, other than a small business investment company registered on Form N-5 (§§ 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than August 31 of each year, containing the registrant’s proxy voting record for the most recent twelve-month period ended June 30, pursuant to section 30 of the Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4). The Commission may use the information provided on Form N-PX in its regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-PX, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-PX unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.
PROXY VOTING RECORD
FOR PERIOD JULY 1, 2013 TO JUNE 30, 2014
Salient MLP & Energy Infrastructure Fund II
| GOLAR LNG PARTNERS LP | ||||||
| Security | Y2745C102 | Meeting Type | Annual | |||
| Ticker Symbol | GMLP | Meeting Date | 20-Sep-2013 | |||
| ISIN | MHY2745C1021 | Agenda | 933863929 - Management | |||
Item | Proposal | Type | Vote | For/Against Management | ||||
| 1 | TO ELECT BART VELDHUIZEN AS A CLASS I DIRECTOR OF THE PARTNERSHIP WHOSE TERM WILL EXPIRE AT THE 2016 ANNUAL MEETING OF LIMITED PARTNERS. | Management | For | For |
| Page 1 of 19 | 25-Aug-2014 | |
Salient MLP & Energy Infrastructure Fund II
| ENTERPRISE PRODUCTS PARTNERS L.P. | ||||||
| Security | 293792107 | Meeting Type | Special | |||
| Ticker Symbol | EPD | Meeting Date | 30-Sep-2013 | |||
| ISIN | US2937921078 | Agenda | 933872714 - Management | |||
Item | Proposal | Type | Vote | For/Against Management | ||||
| 1. | PROPOSAL TO APPROVE THE AMENDMENT AND RESTATEMENT OF THE 2008 ENTERPRISE PRODUCTS LONG-TERM INCENTIVE PLAN. | Management | For | For | ||||
| 2. | PROPOSAL TO APPROVE THE AMENDMENT AND RESTATEMENT OF THE EPD UNIT PURCHASE PLAN. | Management | For | For | ||||
| Page 2 of 19 | 25-Aug-2014 | |
Salient MLP & Energy Infrastructure Fund II
| NAVIOS MARITIME PARTNERS L.P. | ||||||
| Security | Y62267102 | Meeting Type | Annual | |||
| Ticker Symbol | NMM | Meeting Date | 04-Dec-2013 | |||
| ISIN | MHY622671029 | Agenda | 933893059 - Management | |||
Item | Proposal | Type | Vote | For/Against Management | ||||
| 1. | DIRECTOR | Management | ||||||
1 DIMITRIS P. GKOURAS | For | For | ||||||
| 2. | PROPOSAL TO RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS AS THE COMPANY’S INDEPENDENT PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2013. | Management | For | For | ||||
| Page 3 of 19 | 25-Aug-2014 | |
Salient MLP & Energy Infrastructure Fund II
LINNCO, LLC | ||||||
| Security | 535782106 | Meeting Type | Annual | |||
| Ticker Symbol | LNCO | Meeting Date | 16-Dec-2013 | |||
| ISIN | US5357821066 | Agenda | 933900498 - Management | |||
Item | Proposal | Type | Vote | For/Against Management | ||||
| 1. | APPROVAL OF THE ISSUANCE OF LINNCO, LLC (“LINNCO”) COMMON SHARES TO THE STOCKHOLDERS OF BERRY PETROLEUM COMPANY (“BERRY”), PURSUANT TO THE AGREEMENT AND PLAN OF MERGER, DATED AS OF FEBRUARY 20, 2013, AS AMENDED BY AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER, DATED AS OF NOVEMBER 3, 2013, AND AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER, DATED AS OF NOVEMBER 13, 2013, BY AND AMONG BERRY, BACCHUS HOLDCO, INC., A DIRECT WHOLLY OWNED SUBSIDIARY OF BERRY (“HOLDCO”), BACCHUS (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL). | Management | For | For | ||||
| 2. | APPROVAL OF CERTAIN AMENDMENTS TO THE LIMITED LIABILITY COMPANY AGREEMENT OF LINNCO THAT WILL BE IN EFFECT ONLY FOR PURPOSES OF THE TRANSACTIONS DESCRIBED IN THE JOINT PROXY STATEMENT/ PROSPECTUS, INCLUDING (1) TO PERMIT LINNCO TO ACQUIRE MORE THAN ONE LINN UNIT FOR EACH LINNCO COMMON SHARE THAT IT ISSUES IN CONNECTION WITH THE TRANSACTIONS DESCRIBED IN THE JOINT PROXY STATEMENT/PROSPECTUS, (2) TO PROVIDE THAT THE CONTRIBUTION BY LINNCO TO LINN OF ASSETS THAT LINNCO RECEIVES IN SUCH (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL). | Management | For | For | ||||
| 3. | APPROVAL OF CERTAIN AMENDMENTS TO THE LIMITED LIABILITY COMPANY AGREEMENT OF LINNCO AS DESCRIBED ABOVE THAT WILL CONTINUE TO BE IN EFFECT AFTER THE CLOSING OF THE TRANSACTIONS DESCRIBED IN THE JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING FOR PURPOSES OF ANY SIMILAR TRANSACTIONS IN THE FUTURE). | Management | For | For | ||||
| 4. | DIRECTOR | Management | ||||||
1 GEORGE A. ALCORN | For | For | ||||||
2 DAVID D. DUNLAP | For | For | ||||||
3 MARK E. ELLIS | For | For | ||||||
4 MICHAEL C. LINN | For | For | ||||||
5 JOSEPH P. MCCOY | For | For | ||||||
6 JEFFREY C. SWOVELAND | For | For | ||||||
| Page 4 of 19 | 25-Aug-2014 | |
Salient MLP & Energy Infrastructure Fund II
| 5. | APPROVAL OF THE RATIFICATION OF THE SELECTION OF KPMG LLP AS INDEPENDENT PUBLIC ACCOUNTANT FOR LINN FOR 2013. | Management | For | For | ||||
| 6. | APPROVAL OF THE ISSUANCE OF LINN UNITS TO LINNCO IN EXCHANGE FOR THE CONTRIBUTION OF BERRY TO LINN PURSUANT TO THE TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT AND THE CONTRIBUTION AGREEMENT DATED FEBRUARY 20, 2013, BY AND BETWEEN LINNCO AND LINN, AS AMENDED BY AMENDMENT NO. 1 TO CONTRIBUTION AGREEMENT, DATED AS OF NOVEMBER 3, 2013. | Management | For | For | ||||
| 7. | APPROVAL OF AN AMENDMENT AND RESTATEMENT OF THE LINN ENERGY, LLC AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN (THE “LTIP”), WHICH INCREASES THE TOTAL NUMBER OF LINN UNITS AUTHORIZED TO BE ISSUED UNDER THE LTIP FROM 12,200,000 UNITS TO 21,000,000 UNITS. | Management | For | For | ||||
| 8. | APPROVAL OF ANY ADJOURNMENT OF THE LINN ANNUAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF ALL OF THE PROPOSALS VOTED ON BY THE LINN UNITHOLDERS AT THE LINN ANNUAL MEETING. | Management | For | For | ||||
| 9. | APPROVAL OF THE RATIFICATION OF THE SELECTION OF KPMG LLP AS INDEPENDENT PUBLIC ACCOUNTANT FOR LINNCO FOR 2013. | Management | For | For | ||||
| 10. | APPROVAL OF ANY ADJOURNMENT OF THE LINNCO ANNUAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF ALL OF THE FOREGOING PROPOSALS. | Management | For | For | ||||
| Page 5 of 19 | 25-Aug-2014 | |
Salient MLP & Energy Infrastructure Fund II
CROSSTEX ENERGY, INC. | ||||||
| Security | 22765Y104 | Meeting Type | Special | |||
| Ticker Symbol | XTXI | Meeting Date | 07-Mar-2014 | |||
| ISIN | US22765Y1047 | Agenda | 933923345 - Management | |||
Item | Proposal | Type | Vote | For/Against Management | ||||
| 1. | PROPOSAL TO ADOPT THE AGREEMENT AND PLAN OF MERGER, DATED AS OF OCTOBER 21, 2013, AS SUCH AGREEMENT MAY BE AMENDED FROM TIME TO TIME, BY AND AMONG CROSSTEX ENERGY, INC. (“CROSSTEX”), DEVON ENERGY CORPORATION (“DEVON”), ACACIA NATURAL GAS CORP I, INC. (“NEW ACACIA”), ENLINK MIDSTREAM, LLC (FORMERLY KNOWN AS NEW (DUE TO SPACE LIMITS, SEE PROXY STATEMENT FOR FULL PROPOSAL) | Management | For | For | ||||
| 2. | PROPOSAL TO APPROVE ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF PROPOSAL 1 | Management | For | For | ||||
| 3. | PROPOSAL TO APPROVE, ON AN ADVISORY (NON-BINDING) BASIS, A RESOLUTION REGARDING THE COMPENSATION PAYMENTS THAT WILL OR MAY BE PAID BY CROSSTEX TO ITS NAMED EXECUTIVE OFFICERS IN CONNECTION WITH THE CROSSTEX MERGER | Management | For | For | ||||
| Page 6 of 19 | 25-Aug-2014 | |
Salient MLP & Energy Infrastructure Fund II
SPECTRA ENERGY CORP | ||||||
| Security | 847560109 | Meeting Type | Annual | |||
| Ticker Symbol | SE | Meeting Date | 15-Apr-2014 | |||
| ISIN | US8475601097 | Agenda | 933927634 - Management | |||
Item | Proposal | Type | Vote | For/Against Management | ||||
| 1A. | ELECTION OF DIRECTOR: GREGORY L. EBEL | Management | For | For | ||||
| 1B. | ELECTION OF DIRECTOR: AUSTIN A. ADAMS | Management | For | For | ||||
| 1C. | ELECTION OF DIRECTOR: JOSEPH ALVARADO | Management | For | For | ||||
| 1D. | ELECTION OF DIRECTOR: PAMELA L. CARTER | Management | For | For | ||||
| 1E. | ELECTION OF DIRECTOR: CLARENCE P. CAZALOT, JR. | Management | For | For | ||||
| 1F. | ELECTION OF DIRECTOR: F. ANTHONY COMPER | Management | For | For | ||||
| 1G. | ELECTION OF DIRECTOR: PETER B. HAMILTON | Management | For | For | ||||
| 1H. | ELECTION OF DIRECTOR: MICHAEL MCSHANE | Management | For | For | ||||
| 1I. | ELECTION OF DIRECTOR: MICHAEL G. MORRIS | Management | For | For | ||||
| 1J. | ELECTION OF DIRECTOR: MICHAEL E.J. PHELPS | Management | For | For | ||||
| 2. | RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS SPECTRA ENERGY CORP’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2014. | Management | For | For | ||||
| 3. | AN ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION. | Management | For | For | ||||
| 4. | SHAREHOLDER PROPOSAL CONCERNING DISCLOSURE OF POLITICAL CONTRIBUTIONS. | Shareholder | Against | For | ||||
| 5. | SHAREHOLDER PROPOSAL CONCERNING METHANE EMISSIONS TARGET. | Shareholder | Against | For | ||||
| Page 7 of 19 | 25-Aug-2014 | |
Salient MLP & Energy Infrastructure Fund II
LINNCO, LLC | ||||||
| Security | 535782106 | Meeting Type | Annual | |||
| Ticker Symbol | LNCO | Meeting Date | 22-Apr-2014 | |||
| ISIN | US5357821066 | Agenda | 933935491 - Management | |||
Item | Proposal | Type | Vote | For/Against Management | ||||
| 1. | DIRECTOR | Management | ||||||
1 MARK E. ELLIS | For | For | ||||||
2 DAVID D. DUNLAP | For | For | ||||||
3 STEPHEN J. HADDEN | For | For | ||||||
4 MICHAEL C. LINN | For | For | ||||||
5 JOSEPH P. MCCOY | For | For | ||||||
6 JEFFREY C. SWOVELAND | For | For | ||||||
| 2. | TO RATIFY THE APPOINTMENT OF KPMG LLP AS INDEPENDENT PUBLIC ACCOUNTANT OF LINN FOR THE FISCAL YEAR ENDING DECEMBER 31, 2014. | Management | For | For | ||||
| 3. | TO PROVIDE A NON-BINDING ADVISORY VOTE APPROVING LINN’S EXECUTIVE COMPENSATION PROGRAM. | Management | Against | Against | ||||
| 4. | TO RATIFY THE APPOINTMENT OF KPMG LLP AS INDEPENDENT PUBLIC ACCOUNTANT OF LINNCO, LLC (“LINNCO”) FOR THE FISCAL YEAR ENDING DECEMBER 31, 2014. | Management | For | For | ||||
| Page 8 of 19 | 25-Aug-2014 | |
Salient MLP & Energy Infrastructure Fund II
MAGELLAN MIDSTREAM PARTNERS,L.P. | ||||||
| Security | 559080106 | Meeting Type | Annual | |||
| Ticker Symbol | MMP | Meeting Date | 24-Apr-2014 | |||
| ISIN | US5590801065 | Agenda | 933928915 - Management | |||
Item | Proposal | Type | Vote | For/Against Management | ||||
| 1. | DIRECTOR | Management | ||||||
1 JAMES C. KEMPNER | For | For | ||||||
2 MICHAEL N. MEARS | For | For | ||||||
3 JAMES R. MONTAGUE | For | For | ||||||
| 2. | ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION | Management | For | For | ||||
| 3. | RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITOR | Management | For | For | ||||
| Page 9 of 19 | 25-Aug-2014 | |
Salient MLP & Energy Infrastructure Fund II
NRG YIELD, INC. | ||||||
| Security | 62942X108 | Meeting Type | Annual | |||
| Ticker Symbol | NYLD | Meeting Date | 06-May-2014 | |||
| ISIN | US62942X1081 | Agenda | 933948309 - Management | |||
Item | Proposal | Type | Vote | For/Against Management | ||||
| 1. | DIRECTOR | Management | ||||||
1 DAVID CRANE | Withheld | Against | ||||||
2 JOHN F. CHLEBOWSKI | For | For | ||||||
3 KIRKLAND B. ANDREWS | Withheld | Against | ||||||
4 BRIAN R. FORD | For | For | ||||||
5 MAURICIO GUTIERREZ | Withheld | Against | ||||||
6 FERRELL P. MCCLEAN | For | For | ||||||
7 CHRISTOPHER S. SOTOS | Withheld | Against | ||||||
| 2. | TO RATIFY THE APPOINTMENT OF KPMG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2014. | Management | For | For | ||||
| Page 10 of 19 | 25-Aug-2014 | |
Salient MLP & Energy Infrastructure Fund II
SEMGROUP CORPORATION | ||||||
| Security | 81663A105 | Meeting Type | Annual | |||
| Ticker Symbol | SEMG | Meeting Date | 15-May-2014 | |||
| ISIN | US81663A1051 | Agenda | 933985496 - Management | |||
Item | Proposal | Type | Vote | For/Against Management | ||||
| 1. | DIRECTOR | Management | ||||||
1 RONALD A. BALLSCHMIEDE | For | For | ||||||
2 SARAH M. BARPOULIS | For | For | ||||||
3 JOHN F. CHLEBOWSKI | For | For | ||||||
4 CARLIN G. CONNER | For | For | ||||||
5 KARL F. KURZ | For | For | ||||||
6 JAMES H. LYTAL | For | For | ||||||
7 THOMAS R. MCDANIEL | For | For | ||||||
| 2. | TO APPROVE, ON A NON-BINDING ADVISORY BASIS, THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS. | Management | For | For | ||||
| 3. | RATIFICATION OF BDO USA, LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2014. | Management | For | For | ||||
| Page 11 of 19 | 25-Aug-2014 | |
Salient MLP & Energy Infrastructure Fund II
KINDER MORGAN, INC. | ||||||
| Security | 49456B101 | Meeting Type | Annual | |||
| Ticker Symbol | KMI | Meeting Date | 19-May-2014 | |||
| ISIN | US49456B1017 | Agenda | 933968793 - Management | |||
Item | Proposal | Type | Vote | For/Against Management | ||||
| 1. | DIRECTOR | Management | ||||||
1 RICHARD D. KINDER | For | For | ||||||
2 STEVEN J. KEAN | For | For | ||||||
3 ANTHONY W. HALL, JR. | For | For | ||||||
4 DEBORAH A. MACDONALD | For | For | ||||||
5 MICHAEL J. MILLER | For | For | ||||||
6 MICHAEL C. MORGAN | For | For | ||||||
7 FAYEZ SAROFIM | For | For | ||||||
8 C. PARK SHAPER | For | For | ||||||
9 JOEL V. STAFF | For | For | ||||||
10 JOHN M. STOKES | For | For | ||||||
11 ROBERT F. VAGT | For | For | ||||||
| 2. | RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2014. | Management | For | For | ||||
| 3. | STOCKHOLDER PROPOSAL RELATING TO A REPORT ON OUR COMPANY’S RESPONSE TO CLIMATE CHANGE. | Shareholder | Against | For | ||||
| 4. | STOCKHOLDER PROPOSAL RELATING TO A REPORT ON METHANE EMISSIONS AND PIPELINE MAINTENANCE. | Shareholder | Against | For | ||||
| 5. | STOCKHOLDER PROPOSAL RELATING TO AN ANNUAL SUSTAINABILITY REPORT. | Shareholder | For | Against | ||||
| Page 12 of 19 | 25-Aug-2014 | |
Salient MLP & Energy Infrastructure Fund II
ONEOK, INC. | ||||||
| Security | 682680103 | Meeting Type | Annual | |||
| Ticker Symbol | OKE | Meeting Date | 21-May-2014 | |||
| ISIN | US6826801036 | Agenda | 933966078 - Management | |||
Item | Proposal | Type | Vote | For/Against Management | ||||
| 1A. | ELECTION OF DIRECTOR: JAMES C. DAY | Management | For | For | ||||
| 1B. | ELECTION OF DIRECTOR: JULIE H. EDWARDS | Management | For | For | ||||
| 1C. | ELECTION OF DIRECTOR: WILLIAM L. FORD | Management | For | For | ||||
| 1D. | ELECTION OF DIRECTOR: JOHN W. GIBSON | Management | For | For | ||||
| 1E. | ELECTION OF DIRECTOR: BERT H. MACKIE | Management | For | For | ||||
| 1F. | ELECTION OF DIRECTOR: STEVEN J. MALCOLM | Management | For | For | ||||
| 1G. | ELECTION OF DIRECTOR: JIM W. MOGG | Management | For | For | ||||
| 1H. | ELECTION OF DIRECTOR: PATTYE L. MOORE | Management | For | For | ||||
| 1I. | ELECTION OF DIRECTOR: GARY D. PARKER | Management | For | For | ||||
| 1J. | ELECTION OF DIRECTOR: EDUARDO A. RODRIGUEZ | Management | For | For | ||||
| 1K. | ELECTION OF DIRECTOR: TERRY K. SPENCER | Management | For | For | ||||
| 2. | RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF ONEOK, INC. | Management | For | For | ||||
| 3. | AN ADVISORY VOTE TO APPROVE THE COMPANY’S EXECUTIVE COMPENSATION. | Management | For | For | ||||
| 4. | A SHAREHOLDER PROPOSAL REGARDING PUBLICATION OF A REPORT ON METHANE EMISSIONS. | Shareholder | Against | For | ||||
| Page 13 of 19 | 25-Aug-2014 | |
Salient MLP & Energy Infrastructure Fund II
MACQUARIE INFRASTRUCTURE CO. LLC | ||||||
| Security | 55608B105 | Meeting Type | Annual | |||
| Ticker Symbol | MIC | Meeting Date | 21-May-2014 | |||
| ISIN | US55608B1052 | Agenda | 933970940 - Management | |||
Item | Proposal | Type | Vote | For/Against Management | ||||
| 1. | DIRECTOR | Management | ||||||
1 NORMAN H. BROWN, JR. | For | For | ||||||
2 GEORGE W. CARMANY, III | For | For | ||||||
3 H.E. (JACK) LENTZ | For | For | ||||||
4 OUMA SANANIKONE | For | For | ||||||
5 WILLIAM H. WEBB | Withheld | Against | ||||||
| 2. | THE RATIFICATION OF THE SELECTION OF KPMG LLP AS OUR INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING DECEMBER 31, 2014. | Management | For | For | ||||
| 3. | THE APPROVAL, ON AN ADVISORY BASIS, OF EXECUTIVE COMPENSATION. | Management | For | For | ||||
| 4. | THE APPROVAL OF THE 2014 INDEPENDENT DIRECTORS EQUITY PLAN. | Management | For | For | ||||
| Page 14 of 19 | 25-Aug-2014 | |
Salient MLP & Energy Infrastructure Fund II
THE WILLIAMS COMPANIES, INC. | ||||||
| Security | 969457100 | Meeting Type | Annual | |||
| Ticker Symbol | WMB | Meeting Date | 22-May-2014 | |||
| ISIN | US9694571004 | Agenda | 933985294 - Management | |||
Item | Proposal | Type | Vote | For/Against Management | ||||
| 1A. | ELECTION OF DIRECTOR: ALAN S. ARMSTRONG | Management | For | For | ||||
| 1B. | ELECTION OF DIRECTOR: JOSEPH R. CLEVELAND | Management | For | For | ||||
| 1C. | ELECTION OF DIRECTOR: KATHLEEN B. COOPER | Management | For | For | ||||
| 1D. | ELECTION OF DIRECTOR: JOHN A. HAGG | Management | For | For | ||||
| 1E. | ELECTION OF DIRECTOR: JUANITA H. HINSHAW | Management | For | For | ||||
| 1F. | ELECTION OF DIRECTOR: RALPH IZZO | Management | For | For | ||||
| 1G. | ELECTION OF DIRECTOR: FRANK T. MACINNIS | Management | For | For | ||||
| 1H. | ELECTION OF DIRECTOR: ERIC W. MANDELBLATT | Management | For | For | ||||
| 1I. | ELECTION OF DIRECTOR: STEVEN W. NANCE | Management | For | For | ||||
| 1J. | ELECTION OF DIRECTOR: MURRAY D. SMITH | Management | For | For | ||||
| 1K. | ELECTION OF DIRECTOR: JANICE D. STONEY | Management | For | For | ||||
| 1L. | ELECTION OF DIRECTOR: LAURA A. SUGG | Management | For | For | ||||
| 2. | APPROVAL OF THE AMENDMENT TO THE WILLIAMS COMPANIES, INC. 2007 INCENTIVE PLAN. | Management | For | For | ||||
| 3. | APPROVAL OF THE AMENDMENT TO THE WILLIAMS COMPANIES, INC. 2007 EMPLOYEE STOCK PURCHASE PLAN. | Management | For | For | ||||
| 4. | RATIFICATION OF ERNST & YOUNG LLP AS AUDITORS FOR 2014. | Management | For | For | ||||
| 5. | APPROVAL, BY NONBINDING ADVISORY VOTE, OF THE COMPANY’S EXECUTIVE COMPENSATION. | Management | For | For | ||||
| Page 15 of 19 | 25-Aug-2014 | |
Salient MLP & Energy Infrastructure Fund II
TARGA RESOURCES CORP. | ||||||
| Security | 87612G101 | Meeting Type | Annual | |||
| Ticker Symbol | TRGP | Meeting Date | 29-May-2014 | |||
| ISIN | US87612G1013 | Agenda | 933968488 - Management | |||
Item | Proposal | Type | Vote | For/Against Management | ||||
| 1. | DIRECTOR | Management | ||||||
1 CHARLES R. CRISP | For | For | ||||||
2 LAURA C. FULTON | For | For | ||||||
3 JAMES W. WHALEN | For | For | ||||||
| 2. | RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS | Management | For | For | ||||
| 3. | ADVISORY VOTE ON EXECUTIVE COMPENSATION | Management | For | For | ||||
| 4. | A SHAREHOLDER PROPOSAL REGARDING PUBLICATION OF A REPORT ON METHANE EMISSIONS | Shareholder | Against | For | ||||
| Page 16 of 19 | 25-Aug-2014 | |
Salient MLP & Energy Infrastructure Fund II
BUCKEYE PARTNERS, L.P. | ||||||
| Security | 118230101 | Meeting Type | Annual | |||
| Ticker Symbol | BPL | Meeting Date | 03-Jun-2014 | |||
| ISIN | US1182301010 | Agenda | 933992580 - Management | |||
Item | Proposal | Type | Vote | For/Against Management | ||||
| 1. | DIRECTOR | Management | ||||||
1 FORREST E. WYLIE | For | For | ||||||
2 BARBARA J. DUGANIER | For | For | ||||||
3 JOSEPH A. LASALA, JR. | For | For | ||||||
4 MARTIN A. WHITE | For | For | ||||||
| 2. | THE RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE LLP AS BUCKEYE PARTNERS, L.P.‘S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR 2014. | Management | For | For | ||||
| 3. | THE APPROVAL, IN AN ADVISORY VOTE, OF THE COMPENSATION OF BUCKEYE’S NAMED EXECUTIVE OFFICERS AS DESCRIBED IN OUR PROXY STATEMENT PURSUANT TO ITEM 402 OF REGULATION S-K. | Management | Against | Against | ||||
| Page 17 of 19 | 25-Aug-2014
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PATTERN ENERGY GROUP INC. | ||||||
| Security | 70338P100 | Meeting Type | Annual | |||
| Ticker Symbol | PEGI | Meeting Date | 05-Jun-2014 | |||
| ISIN | US70338P1003 | Agenda | 933992946 - Management | |||
Item | Proposal | Type | Vote | For/Against Management | ||||
| 1. | DIRECTOR | Management | ||||||
1 ALAN BATKIN | For | For | ||||||
2 PATRICIA BELLINGER | For | For | ||||||
3 LORD BROWNE MADINGLEY | For | For | ||||||
4 MICHAEL GARLAND | For | For | ||||||
5 DOUGLAS HALL | For | For | ||||||
6 MICHAEL HOFFMAN | For | For | ||||||
7 PATRICIA NEWSON | For | For | ||||||
| 2. | TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED ACCOUNTING FIRM FOR FISCAL YEAR 2014. | Management | For | For | ||||
| Page 18 of 19 | 25-Aug-2014 | |
Salient MLP & Energy Infrastructure Fund II
| MARKWEST ENERGY PARTNERS LP | ||||||
| Security | 570759100 | Meeting Type | Annual | |||
| Ticker Symbol | MWE | Meeting Date | 06-Jun-2014 | |||
| ISIN | US5707591005 | Agenda | 934004906 - Management | |||
Item | Proposal | Type | Vote | For/Against Management | ||||
| 1. | DIRECTOR | Management | ||||||
1 FRANK M. SEMPLE | For | For | ||||||
2 DONALD D. WOLF | For | For | ||||||
3 W.A. BRUCKMANN III | For | For | ||||||
4 MICHAEL L. BEATTY | For | For | ||||||
5 CHARLES K. DEMPSTER | For | For | ||||||
6 DONALD C. HEPPERMANN | For | For | ||||||
7 RANDALL J. LARSON | For | For | ||||||
8 ANNE E. FOX MOUNSEY | For | For | ||||||
9 WILLIAM P. NICOLETTI | For | For | ||||||
| 2 | TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF THE PARTNERSHIP’S NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THE PARTNERSHIP’S PROXY STATEMENT FOR THE 2014 ANNUAL MEETING OF COMMON UNITHOLDERS. | Management | Against | Against | ||||
| 3 | RATIFICATION OF DELOITTE & TOUCHE LLP AS THE PARTNERSHIP’S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2014. | Management | For | For | ||||
| Page 19 of 19 | 25-Aug-2014 | |
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| JOHNSON CONTROLS, INC. | ||||||
| Security | 478366107 | Meeting Type | Annual | |||
| Ticker Symbol | JCI | Meeting Date | 29-Jan-2014 | |||
| ISIN | US4783661071 | Agenda | 933907000 - Management | |||
Item | Proposal | Type | Vote | For/Against Management | ||||
| 1. | DIRECTOR | Management | ||||||
1 NATALIE A. BLACK | For | For | ||||||
2 RAYMOND L. CONNER | For | For | ||||||
3 WILLIAM H. LACY | For | For | ||||||
4 ALEX A. MOLINAROLI | For | For | ||||||
| 2. | RATIFY THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITORS FOR 2014. | Management | For | For | ||||
| 3. | APPROVE ON AN ADVISORY BASIS NAMED EXECUTIVE OFFICER COMPENSATION. | Management | For | For | ||||
| Page 1 of 91 | 25-Aug-2014 | |
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| ROCKWELL AUTOMATION, INC. | ||||||
| Security | 773903109 | Meeting Type | Annual | |||
| Ticker Symbol | ROK | Meeting Date | 04-Feb-2014 | |||
| ISIN | US7739031091 | Agenda | 933910653 - Management | |||
Item | Proposal | Type | Vote | For/Against Management | ||||
| A. | DIRECTOR | Management | ||||||
1 STEVEN R. KALMANSON | For | For | ||||||
2 JAMES P. KEANE | For | For | ||||||
3 DONALD R. PARFET | For | For | ||||||
| B. | TO APPROVE THE SELECTION OF DELOITTE & TOUCHE LLP AS THE CORPORATION’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. | Management | For | For | ||||
| C. | TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF THE CORPORATION’S NAMED EXECUTIVE OFFICERS. | Management | For | For | ||||
| D. | SHAREHOLDER PROPOSAL REQUESTING MAJORITY VOTING IN ELECTIONS OF DIRECTORS. | Shareholder | For | |||||
| Page 2 of 91 | 25-Aug-2014 | |
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| NOVARTIS AG | ||||||
| Security | 66987V109 | Meeting Type | Annual | |||
| Ticker Symbol | NVS | Meeting Date | 25-Feb-2014 | |||
| ISIN | US66987V1098 | Agenda | 933922280 - Management | |||
Item | Proposal | Type | Vote | For/Against Management | ||||
| 1 | APPROVAL OF THE ANNUAL REPORT, THE FINANCIAL STATEMENTS OF NOVARTIS AG AND THE GROUP CONSOLIDATED FINANCIAL STATEMENTS FOR THE BUSINESS YEAR 2013 | Management | For | For | ||||
| 2 | DISCHARGE FROM LIABILITY OF THE MEMBERS OF THE BOARD OF DIRECTORS AND THE EXECUTIVE COMMITTEE | Management | For | For | ||||
| 3 | APPROPRIATION OF AVAILABLE EARNINGS OF NOVARTIS AG AND DECLARATION OF DIVIDEND | Management | For | For | ||||
| 4.A | ADVISORY VOTE ON TOTAL COMPENSATION FOR MEMBERS OF THE BOARD OF DIRECTORS FROM THE ANNUAL GENERAL MEETING 2014 TO THE ANNUAL GENERAL MEETING 2015 | Management | For | For | ||||
| 4.B | ADVISORY VOTE ON TOTAL COMPENSATION FOR MEMBERS OF THE EXECUTIVE COMMITTEE FOR THE PERFORMANCE CYCLE ENDED IN 2013 | Management | For | For | ||||
| 5.A | RE-ELECTION OF JOERG REINHARDT, PH.D., AND ELECTION AS CHAIRMAN OF THE BOARD OF DIRECTORS (IN A SINGLE VOTE) | Management | For | For | ||||
| 5.B | RE-ELECTION OF DIMITRI AZAR, M.D., MBA TO THE BOARD OF DIRECTOR | Management | For | For | ||||
| 5.C | RE-ELECTION OF VERENA A. BRINER, M.D. TO THE BOARD OF DIRECTOR | Management | For | For | ||||
| 5.D | RE-ELECTION OF SRIKANT DATAR, PH.D. TO THE BOARD OF DIRECTOR | Management | For | For | ||||
| 5.E | RE-ELECTION OF ANN FUDGE TO THE BOARD OF DIRECTOR | Management | For | For | ||||
| 5.F | RE-ELECTION OF PIERRE LANDOLT, PH.D. TO THE BOARD OF DIRECTOR | Management | For | For | ||||
| 5.G | RE-ELECTION OF ULRICH LEHNER, PH.D. TO THE BOARD OF DIRECTOR | Management | For | For | ||||
| 5.H | RE-ELECTION OF ANDREAS VON PLANTA, PH.D. TO THE BOARD OF DIRECTOR | Management | For | For | ||||
| 5.I | RE-ELECTION OF CHARLES L. SAWYERS, M.D. TO THE BOARD OF DIRECTOR | Management | For | For | ||||
| 5.J | RE-ELECTION OF ENRICO VANNI, PH.D. TO THE BOARD OF DIRECTOR | Management | For | For | ||||
| 5.K | RE-ELECTION OF WILLIAM T. WINTERS TO THE BOARD OF DIRECTOR | Management | For | For | ||||
| 6.A | ELECTION OF SRIKANT DATAR, PH.D., AS MEMBER OF THE COMPENSATION COMMITTEE | Management | For | For | ||||
| 6.B | ELECTION OF ANN FUDGE AS MEMBER OF THE COMPENSATION COMMITTEE | Management | For | For | ||||
| 6.C | ELECTION OF ULRICH LEHNER, PH.D., AS MEMBER OF THE COMPENSATION COMMITTEE | Management | For | For | ||||
| Page 3 of 91 | 25-Aug-2014 | |
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| 6.D | ELECTION OF ENRICO VANNI, PH.D., AS MEMBER OF THE COMPENSATION COMMITTEE | Management | For | For | ||||
| 7 | RE-ELECTION OF THE AUDITOR | Management | For | For | ||||
| 8 | ELECTION OF THE INDEPENDENT PROXY | Management | For | For | ||||
| 9 | GENERAL INSTRUCTIONS IN CASE OF ALTERNATIVE MOTIONS UNDER THE AGENDA ITEMS PUBLISHED IN THE NOTICE OF ANNUAL GENERAL MEETING, AND/OR OF MOTIONS RELATING TO ADDITIONAL AGENDA ITEMS ACCORDING TO ARTICLE 700 PARAGRAPH 3 OF THE SWISS CODE OF OBLIGATIONS. IF ALTERNATIVE MOTIONS UNDER THE AGENDA ITEMS PUBLISHED IN THE NOTICE OF ANNUAL GENERAL MEETING AND/OR MOTIONS RELATING TO ADDITIONAL AGENDA ITEMS ACCORDING TO ARTICLE 700 PARAGRAPH 3 OF THE SWISS CODE OF OBLIGATIONS ARE PROPOSED AT THE ANNUAL GENERAL MEETING | Management | Abstain |
| Page 4 of 91 | 25-Aug-2014 | |
Salient Global Equity Fund
| WISDOMTREE FUND | ||||||
| Security | 97717W851 | Meeting Type | Special | |||
| Ticker Symbol | DXJ | Meeting Date | 11-Mar-2014 | |||
| ISIN | US97717W8516 | Agenda | 933920173 - Management | |||
Item | Proposal | Type | Vote | For/Against Management | ||||
| 1. | DIRECTOR | Management | ||||||
1 DAVID G. CHRENCIK | For | For | ||||||
2 JOEL H. GOLDBERG | For | For | ||||||
3 M.A. RASO KIRSTEIN | For | For | ||||||
| Page 5 of 91 | 25-Aug-2014 | |
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| POSCO | ||||||
| Security | 693483109 | Meeting Type | Annual | |||
| Ticker Symbol | PKX | Meeting Date | 14-Mar-2014 | |||
| ISIN | US6934831099 | Agenda | 933926656 - Management | |||
Item | Proposal | Type | Vote | For/Against Management | ||||
| 1 | APPROVAL OF THE 46TH FY FINANCIAL STATEMENTS | Management | For | |||||
| 2A1 | ELECTION OF OUTSIDE DIRECTOR: KIM, IL- SUP | Management | For | |||||
| 2A2 | ELECTION OF OUTSIDE DIRECTOR: SUNWOO, YOUNG | Management | For | |||||
| 2A3 | ELECTION OF OUTSIDE DIRECTOR: AHN, DONG-HYUN | Management | For | |||||
| 2B1 | ELECTION OF AUDIT COMMITTEE MEMBER: KIM, IL-SUP | Management | For | |||||
| 2B2 | ELECTION OF AUDIT COMMITTEE MEMBER: SUNWOO, YOUNG | Management | For | |||||
| 2C1 | ELECTION OF INSIDE DIRECTOR: KWON, OH- JOON (CEO CANDIDATE) | Management | For | |||||
| 2C2 | ELECTION OF INSIDE DIRECTOR: KIM, JIN-IL | Management | For | |||||
| 2C3 | ELECTION OF INSIDE DIRECTOR: LEE, YOUNG-HOON | Management | For | |||||
| 2C4 | ELECTION OF INSIDE DIRECTOR: YOON, DONG-JUN | Management | For | |||||
| 3 | APPROVAL OF LIMIT OF TOTAL REMUNERATION FOR DIRECTORS | Management | For | |||||
| Page 6 of 91 | 25-Aug-2014 | |
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| BANCO BILBAO VIZCAYA ARGENTARIA S.A. | ||||||
| Security | 05946K101 | Meeting Type | Annual | |||
| Ticker Symbol | BBVA | Meeting Date | 14-Mar-2014 | |||
| ISIN | US05946K1016 | Agenda | 933927812 - Management | |||
Item | Proposal | Type | Vote | For/Against Management | ||||
| 1. | EXAMINATION AND APPROVAL OF THE ANNUAL FINANCIAL STATEMENTS (BALANCE SHEET, INCOME STATEMENT, STATEMENT OF CHANGES IN NET EQUITY, CASH FLOW STATEMENT AND ANNUAL REPORT) AND THE MANAGEMENT REPORTS FOR BANCO BILBAO VIZCAYA ARGENTARIA, S.A. AND ITS CONSOLIDATED GROUP. ALLOCATION OF PROFITS OR LOSSES. APPROVAL OF CORPORATE MANAGEMENT. ALL THESE REFER TO THE YEAR ENDING 31ST DECEMBER 2013 | Management | For | For | ||||
| 2.1 | RE-ELECTION OF MR. TOMAS ALFARO DRAKE | Management | For | For | ||||
| 2.2 | RE-ELECTION OF MR. CARLOS LORING MARTINEZ DE IRUJO | Management | For | For | ||||
| 2.3 | RE-ELECTION OF MR. JOSE LUIS PALAO GARCIA-SUELTO | Management | For | For | ||||
| 2.4 | RE-ELECTION OF MS. SUSANA RODRIGUEZ VIDARTE | Management | For | For | ||||
| 2.5 | RATIFICATION AND APPOINTMENT OF MR. JOSE MANUEL GONZALEZ-PARAMO MARTINEZ-MURILLO | Management | For | For | ||||
| 2.6 | APPOINTMENT OF MS. LOURDES MAIZ CARRO | Management | For | For | ||||
| 3. | AUTHORISATION FOR THE COMPANY TO ACQUIRE TREASURY STOCK DIRECTLY OR THROUGH GROUP COMPANIES, ESTABLISHING THE LIMITS OR REQUIREMENTS FOR SUCH ACQUISITION, AND CONFERRING THE POWERS TO THE BOARD OF DIRECTORS NECESSARY FOR ITS EXECUTION, REPEALING, INSOFAR AS NOT EXECUTED, THE AUTHORISATION GRANTED BY THE GENERAL MEETING HELD 12TH MARCH 2010 | Management | For | For | ||||
| 4.1 | INCREASE THE SHARE CAPITAL, ACCORDING TO THE TERMS OF THE RESOLUTION, BY ISSUANCE OF NEW ORDINARY SHARES EACH WITH A NOMINAL VALUE OF FORTY-NINE EURO CENTS (EURO0.49), WITHOUT ISSUE PREMIUM, OF THE SAME CLASS AND SERIES AS THE SHARES CURRENTLY OUTSTANDING, TO BE CHARGED TO VOLUNTARY RESERVES COMING FROM UNDISTRIBUTED EARNINGS. COMMITMENT TO PURCHASE SHAREHOLDERS’ FREE ALLOCATION RIGHTS AT A GUARANTEED PRICE. EXPRESS PROVISION FOR THE POSSIBILITY OF THE CAPITAL INCREASE BEING (DUE TO SPACE LIMITS, SEE PROXY MATERIAL FOR FULL PROPOSAL) | Management | For | For | ||||
| Page 7 of 91 | 25-Aug-2014 | |
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| 4.2 | INCREASE THE SHARE CAPITAL, ACCORDING TO THE TERMS OF THE RESOLUTION, BY ISSUANCE OF NEW ORDINARY SHARES EACH WITH A NOMINAL VALUE OF FORTY-NINE EURO CENTS (EURO0.49), WITHOUT ISSUE PREMIUM, OF THE SAME CLASS AND SERIES AS THE SHARES CURRENTLY OUTSTANDING, TO BE CHARGED TO VOLUNTARY RESERVES COMING FROM UNDISTRIBUTED EARNINGS. COMMITMENT TO PURCHASE SHAREHOLDERS’ FREE ALLOCATION RIGHTS AT A GUARANTEED PRICE. EXPRESS PROVISION FOR THE POSSIBILITY OF THE CAPITAL INCREASE BEING (DUE TO SPACE LIMITS, SEE PROXY MATERIAL FOR FULL PROPOSAL) | Management | For | For | ||||
| 4.3 | INCREASE THE SHARE CAPITAL, ACCORDING TO THE TERMS OF THE RESOLUTION, BY ISSUANCE OF NEW ORDINARY SHARES EACH WITH A NOMINAL VALUE OF FORTY-NINE EURO CENTS (EURO0.49), WITHOUT ISSUE PREMIUM, OF THE SAME CLASS AND SERIES AS THE SHARES CURRENTLY OUTSTANDING, TO BE CHARGED TO VOLUNTARY RESERVES COMING FROM UNDISTRIBUTED EARNINGS. COMMITMENT TO PURCHASE SHAREHOLDERS’ FREE ALLOCATION RIGHTS AT A GUARANTEED PRICE. EXPRESS PROVISION FOR THE POSSIBILITY OF THE CAPITAL INCREASE BEING (DUE TO SPACE LIMITS, SEE PROXY MATERIAL FOR FULL PROPOSAL) | Management | For | For | ||||
| 4.4 | INCREASE THE SHARE CAPITAL, ACCORDING TO THE TERMS OF THE RESOLUTION, BY ISSUANCE OF NEW ORDINARY SHARES EACH WITH A NOMINAL VALUE OF FORTY-NINE EURO CENTS (EURO0.49), WITHOUT ISSUE PREMIUM, OF THE SAME CLASS AND SERIES AS THE SHARES CURRENTLY OUTSTANDING, TO BE CHARGED TO VOLUNTARY RESERVES COMING FROM UNDISTRIBUTED EARNINGS. COMMITMENT TO PURCHASE SHAREHOLDERS’ FREE ALLOCATION RIGHTS AT A GUARANTEED PRICE. EXPRESS PROVISION FOR THE POSSIBILITY OF THE CAPITAL INCREASE BEING (DUE TO SPACE LIMITS, SEE PROXY MATERIAL FOR FULL PROPOSAL) | Management | For | For | ||||
| 5. | APPROVE THE CONDITIONS OF THE SYSTEM OF VARIABLE REMUNERATION IN SHARES OF BANCO BILBAO VIZCAYA ARGENTARIA, S.A. FOR 2014, TARGETED AT ITS MANAGEMENT TEAM, INCLUDING THE EXECUTIVE DIRECTORS AND MEMBERS OF THE SENIOR MANAGEMENT | Management | For | For | ||||
| Page 8 of 91 | 25-Aug-2014 | |
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| 6. | APPROVE THE MAXIMUM VARIABLE COMPONENT OF THE REMUNERATION OF THE EXECUTIVE DIRECTORS, SENIOR MANAGERS AND CERTAIN EMPLOYEES WHOSE PROFESSIONAL ACTIVITIES HAVE A SIGNIFICANT IMPACT ON THE COMPANY’S RISK PROFILE OR WHO PERFORM CONTROL FUNCTIONS | Management | For | For | ||||
| 7. | RE-ELECTION OF THE FIRM TO AUDIT THE ACCOUNTS OF BANCO BILBAO VIZCAYA ARGENTARIA, S.A. AND ITS CONSOLIDATED GROUP IN 2014 | Management | For | For | ||||
| 8. | CONFERRAL OF AUTHORITY ON THE BOARD OF DIRECTORS, WHICH MAY IN TURN DELEGATE SUCH AUTHORITY, TO FORMALISE, CORRECT, INTERPRET AND IMPLEMENT THE RESOLUTIONS ADOPTED BY THE GENERAL MEETING | Management | For | For | ||||
| 9. | CONSULTATIVE VOTE ON THE ANNUAL REPORT ON DIRECTORS’ REMUNERATION OF BANCO BILBAO VIZCAYA ARGENTARIA, S.A | Management | For | For | ||||
| Page 9 of 91 | 25-Aug-2014 | |
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| TIBCO SOFTWARE INC. | ||||||
| Security | 88632Q103 | Meeting Type | Annual | |||
| Ticker Symbol | TIBX | Meeting Date | 03-Apr-2014 | |||
| ISIN | US88632Q1031 | Agenda | 933933536 - Management | |||
Item | Proposal | Type | Vote | For/Against Management | ||||
| 1. | DIRECTOR | Management | ||||||
1 VIVEK Y. RANADIVE | For | For | ||||||
2 NANCI E. CALDWELL | For | For | ||||||
3 ERIC C.W. DUNN | For | For | ||||||
4 PETER J. JOB | For | For | ||||||
5 DAVID J. WEST | For | For | ||||||
6 PHILIP K. WOOD | For | For | ||||||
| 2. | APPROVAL OF AMENDMENT AND RESTATEMENT TO TIBCO SOFTWARE INC.‘S 2008 EQUITY INCENTIVE PLAN. | Management | Against | Against | ||||
| 3. | ADVISORY VOTE ON EXECUTIVE COMPENSATION. | Management | For | For | ||||
| 4. | RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS TIBCO SOFTWARE INC.‘S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING NOVEMBER 30, 2014. | Management | For | For | ||||
| Page 10 of 91 | 25-Aug-2014 | |
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| THE BANK OF NEW YORK MELLON CORPORATION | ||||||
| Security | 064058100 | Meeting Type | Annual | |||
| Ticker Symbol | BK | Meeting Date | 08-Apr-2014 | |||
| ISIN | US0640581007 | Agenda | 933937180 - Management | |||
Item | Proposal | Type | Vote | For/Against Management | ||||
| 1A. | ELECTION OF DIRECTOR: RUTH E. BRUCH | Management | For | For | ||||
| 1B. | ELECTION OF DIRECTOR: NICHOLAS M. DONOFRIO | Management | For | For | ||||
| 1C. | ELECTION OF DIRECTOR: JEFFREY A. GOLDSTEIN | Management | For | For | ||||
| 1D. | ELECTION OF DIRECTOR: GERALD L. HASSELL | Management | For | For | ||||
| 1E. | ELECTION OF DIRECTOR: EDMUND F. KELLY | Management | For | For | ||||
| 1F. | ELECTION OF DIRECTOR: RICHARD J. KOGAN | Management | For | For | ||||
| 1G. | ELECTION OF DIRECTOR: MICHAEL J. KOWALSKI | Management | For | For | ||||
| 1H. | ELECTION OF DIRECTOR: JOHN A. LUKE, JR. | Management | For | For | ||||
| 1I. | ELECTION OF DIRECTOR: MARK A. NORDENBERG | Management | For | For | ||||
| 1J. | ELECTION OF DIRECTOR: CATHERINE A. REIN | Management | For | For | ||||
| 1K. | ELECTION OF DIRECTOR: WILLIAM C. RICHARDSON | Management | For | For | ||||
| 1L. | ELECTION OF DIRECTOR: SAMUEL C. SCOTT III | Management | For | For | ||||
| 1M. | ELECTION OF DIRECTOR: WESLEY W. VON SCHACK | Management | For | For | ||||
| 2. | ADVISORY RESOLUTION TO APPROVE THE 2013 COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS. | Management | For | For | ||||
| 3. | RATIFICATION OF KPMG LLP AS OUR INDEPENDENT AUDITOR FOR 2014. | Management | For | For | ||||
| 4. | APPROVAL OF THE AMENDED AND RESTATED LONG-TERM INCENTIVE PLAN OF THE BANK OF NEW YORK MELLON CORPORATION. | Management | For | For | ||||
| 5. | STOCKHOLDER PROPOSAL REGARDING AN INDEPENDENT CHAIR. | Shareholder | For | Against | ||||
| Page 11 of 91 | 25-Aug-2014 | |
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| DAIMLER AG, STUTTGART | ||||||
| Security | D1668R123 | Meeting Type | Annual General Meeting | |||
| Ticker Symbol | Meeting Date | 09-Apr-2014 | ||||
| ISIN | DE0007100000 | Agenda | 704986035 - Management | |||
Item | Proposal | Type | Vote | For/Against Management | ||||
| Please note that by judgement of OLG Cologne rendered on June 6, 2013, any shareholder who holds an aggregate total of 3 percent or more of the outstanding-share capital must register under their beneficial owner details before the appropriate deadline to be able to vote. Failure to comply with the declaration-requirements as stipulated in section 21 of the Securities Trade Act (WPHG) ma-y prevent the shareholder from voting at the general meeting. Therefore, your- custodian may request that Broadridge registers beneficial owner data for all-voted accounts with the respective sub-custodian. If you require further information whether or not such BO registration will be conducted for your custodians ’ accounts, please contact your CSR. | Non-Voting | |||||||
| The sub-custodian banks optimized their processes and established solutions, which do not require any flagging or blocking. These optimized processes avoid-any settlement conflicts. The sub custodians have advised that voted shares are not blocked for trading purposes i.e. they are only unavailable for settlement. Registered shares will be deregistered at the deregistration date by the-sub custodians. In order to deliver/settle a voted position before the deregistration date a voting instruction cancellation and de-registration request needs to be sent. Please contact your CSR for further information. | Non-Voting | |||||||
| The Vote/Registration Deadline as displayed on ProxyEdge is subject to change-and will be updated as soon as Broadridge receives confirmation from the sub-custodians regarding their instruction deadline. For any queries please contact your Client Services Representative. | Non-Voting | |||||||
| According to German law, in case of specific conflicts of interest in connection with specific items of the agenda for the general meeting you are not entitled to exercise your voting rights. Further, your voting right might be excluded when your share in voting rights has reached certain thresholds and you have not complied with any of your mandatory voting rights notifications pursuant-to the German Securities Trading Act (WHPG). For questions in this regard please contact your Client Service Representative for clarification. If you do no-t have any indication regarding such conflict of interest, or another exclusion from voting, please submit your vote as usual. | Non-Voting | |||||||
| Page 12 of 91 | 25-Aug-2014 | |
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| Counter proposals may be submitted until 25.03.2014. Further information on counter proposals can be found directly on the issuer’s website (please refer to the material URL section of the application. If you wish to act on these-items, you will need to request a Meeting Attend and vote your shares directly at the company’s meeting. Counter proposals cannot be reflected in the ballot on ProxyEdge. | Non-Voting | |||||||
| 1. | Presentation of the adopted financial statements of Daimler AG, the approved consolidated financial statements, the combined management report for Daimler A-G and the Group with the explanatory reports on the information required pursuant to Section 289, Subsections 4 and 5, Section 315, Subsection 4 of the Germ-an Commercial Code (Handelsgesetzbuch), and the report of the Supervisory Boar-d for the 2013 financial year | Non-Voting | ||||||
| 2. | Resolution on the allocation of distributable profit | Management | ||||||
| 3. | Resolution on ratification of Board of Management members’ actions in the 2013 financial year | Management | ||||||
| 4. | Resolution on ratification of Supervisory Board members’ actions in the 2013 financial year | Management | ||||||
| 5. | Resolution on the appointment of auditors for the Company and the Group for the 2014 financial year | Management | ||||||
| 6. | Resolution on the approval of the remuneration system for the members of the Board of Management | Management | ||||||
| 7.1 | Resolution on the election of new members of the Supervisory Board: Dr.-Ing. Bernd Bohr | Management | ||||||
| 7.2 | Resolution on the election of new members of the Supervisory Board: Joe Kaeser | Management | ||||||
| 7.3 | Resolution on the election of new members of the Supervisory Board: Dr. Ing. e.h. Dipl.-Ing. Bernd Pischetsrieder | Management | ||||||
| 8. | Resolution on the creation of a new Approved Capital 2014 (Genehmigtes Kapital 2014) and a related amendment to the Articles of Incorporation | Management | ||||||
| 9. | Resolution on the adjustment of the Supervisory Board remuneration and a related amendment to the Articles of Incorporation | Management | ||||||
| 10. | Resolution on the approval of the conclusion of amendment agreements to existing control and profit transfer agreements with subsidiaries | Management | ||||||
| 11. | Resolution on the approval of agreements on the termination of existing control and profit transfer agreements and conclusion of new control and profit transfer agreements with subsidiaries | Management | ||||||
| Page 13 of 91 | 25-Aug-2014 | |
Salient Global Equity Fund
| DAIMLER AG, STUTTGART | ||||||
| Security | D1668R123 | Meeting Type | Annual General Meeting | |||
| Ticker Symbol | Meeting Date | 09-Apr-2014 | ||||
| ISIN | DE0007100000 | Agenda | 704986035 - Management | |||
Item | Proposal | Type | Vote | For/Against Management | ||||
| Please note that by judgement of OLG Cologne rendered on June 6, 2013, any shareholder who holds an aggregate total of 3 percent or more of the outstanding-share capital must register under their beneficial owner details before the appropriate deadline to be able to vote. Failure to comply with the declaration-requirements as stipulated in section 21 of the Securities Trade Act (WPHG) ma-y prevent the shareholder from voting at the general meeting. Therefore, your- custodian may request that Broadridge registers beneficial owner data for all-voted accounts with the respective sub-custodian. If you require further information whether or not such BO registration will be conducted for your custodians’ accounts, please contact your CSR. | Non-Voting | |||||||
| The sub-custodian banks optimized their processes and established solutions, which do not require any flagging or blocking. These optimized processes avoid-any settlement conflicts. The sub custodians have advised that voted shares are not blocked for trading purposes i.e. they are only unavailable for settlement. Registered shares will be deregistered at the deregistration date by the-sub custodians. In order to deliver/settle a voted position before the deregistration date a voting instruction cancellation and de-registration request needs to be sent. Please contact your CSR for further information. | Non-Voting | |||||||
| The Vote/Registration Deadline as displayed on ProxyEdge is subject to change-and will be updated as soon as Broadridge receives confirmation from the sub-custodians regarding their instruction deadline. For any queries please contact your Client Services Representative. | Non-Voting | |||||||
| According to German law, in case of specific conflicts of interest in connection with specific items of the agenda for the general meeting you are not entitled to exercise your voting rights. Further, your voting right might be excluded when your share in voting rights has reached certain thresholds and you have not complied with any of your mandatory voting rights notifications pursuant-to the German Securities Trading Act (WHPG). For questions in this regard please contact your Client Service Representative for clarification. If you do no-t have any indication regarding such conflict of interest, or another exclusion from voting, please submit your vote as usual. | Non-Voting | |||||||
| Page 14 of 91 | 25-Aug-2014 | |
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| Counter proposals may be submitted until 25.03.2014. Further information on counter proposals can be found directly on the issuer’s website (please refer to the material URL section of the application. If you wish to act on these-items, you will need to request a Meeting Attend and vote your shares directly at the company’s meeting. Counter proposals cannot be reflected in the- ballot on ProxyEdge. | Non-Voting | |||||||
| 1. | Presentation of the adopted financial statements of Daimler AG, the approved consolidated financial statements, the combined management report for Daimler A-G and the Group with the explanatory reports on the information required pursuant to Section 289, Subsections 4 and 5, Section 315, Subsection 4 of the Germ-an Commercial Code (Handelsgesetzbuch), and the report of the Supervisory Boar-d for the 2013 financial year | Non-Voting | ||||||
| 2. | Resolution on the allocation of distributable profit | Management | For | For | ||||
| 3. | Resolution on ratification of Board of Management members’ actions in the 2013 financial year | Management | For | For | ||||
| 4. | Resolution on ratification of Supervisory Board members’ actions in the 2013 financial year | Management | For | For | ||||
| 5. | Resolution on the appointment of auditors for the Company and the Group for the 2014 financial year | Management | For | For | ||||
| 6. | Resolution on the approval of the remuneration system for the members of the Board of Management | Management | For | For | ||||
| 7.1 | Resolution on the election of new members of the Supervisory Board: Dr.-Ing. Bernd Bohr | Management | For | For | ||||
| 7.2 | Resolution on the election of new members of the Supervisory Board: Joe Kaeser | Management | For | For | ||||
| 7.3 | Resolution on the election of new members of the Supervisory Board: Dr. Ing. e.h. Dipl.-Ing. Bernd Pischetsrieder | Management | For | For | ||||
| 8. | Resolution on the creation of a new Approved Capital 2014 (Genehmigtes Kapital 2014) and a related amendment to the Articles of Incorporation | Management | For | For | ||||
| 9. | Resolution on the adjustment of the Supervisory Board remuneration and a related amendment to the Articles of Incorporation | Management | For | For | ||||
| 10. | Resolution on the approval of the conclusion of amendment agreements to existing control and profit transfer agreements with subsidiaries | Management | For | For | ||||
| 11. | Resolution on the approval of agreements on the termination of existing control and profit transfer agreements and conclusion of new control and profit transfer agreements with subsidiaries | Management | For | For | ||||
| Page 15 of 91 | 25-Aug-2014 | |
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| SMITH & NEPHEW PLC, LONDON | ||||||
| Security | G82343164 | Meeting Type | Annual General Meeting | |||
| Ticker Symbol | Meeting Date | 10-Apr-2014 | ||||
| ISIN | GB0009223206 | Agenda | 705007979 - Management | |||
Item | Proposal | Type | Vote | For/Against Management | ||||
| 1 | To receive and adopt the audited accounts for the financial year ended 31 December 2013 together with the reports of the Directors and the Auditor thereon | Management | For | For | ||||
| 2 | To approve the Directors’ Remuneration Policy in the form set out in the Directors’ Remuneration Report in the Company’s Annual Report | Management | For | For | ||||
| 3 | To approve the Directors’ Remuneration Report, other than the part containing the Directors’ Remuneration Policy, in the form set out in the Company’s Annual Report for the year ended 31 December 2013 | Management | For | For | ||||
| 4 | To declare a final dividend of 17.00 US cents per Ordinary Share in respect of the year ended 31 December 2013 payable on 7 May 2014 to shareholders on the register of the Company at the close of business on 22 April 2014 | Management | For | For | ||||
| 5 | To re-elect Ian Barlow as a Director of the Company | Management | For | For | ||||
| 6 | To re-elect Olivier Bohuon as a Director of the Company | Management | For | For | ||||
| 7 | To re-elect The Rt. Hon Baroness Virginia Bottomley as a Director of the Company | Management | For | For | ||||
| 8 | To re-elect Julie Brown as a Director of the Company | Management | For | For | ||||
| 9 | To re-elect Michael Friedman as a Director of the Company | Management | For | For | ||||
| 10 | To re-elect Pamela Kirby as a Director of the Company | Management | For | For | ||||
| 11 | To re-elect Brian Larcombe as a Director of the Company | Management | For | For | ||||
| 12 | To re-elect Joseph Papa as a Director of the Company | Management | For | For | ||||
| 13 | To elect Roberto Quarta as a Director of the Company | Management | For | For | ||||
| 14 | To re-appoint Ernst & Young LLP as the Auditor of the Company | Management | For | For | ||||
| 15 | To authorise the Directors to determine the remuneration of the Auditor of the Company | Management | For | For | ||||
| 16 | To renew the authorisation of the Directors generally and unconditionally pursuant to section 551 of the Companies Act 2006 (the “Act”), and as permitted by the Company’s Articles of Association, to exercise all their powers to allot shares in the Company and to grant rights to subscribe for, or to convert any security into shares in the Company up to an aggregate nominal amount of USD 59,587,616 in accordance with section 551(3) and (6) of the Act. Such authorisation shall expire at the conclusion of the Annual General Meeting of the | Management | For | For | ||||
| Page 16 of 91 | 25-Aug-2014 | |
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| Company in 2015 or on 30 June 2015, whichever is earlier (unless the resolution is previously renewed, varied or revoked by the Company in a General Meeting). However, if the Company before such authority expires, makes any offer or agreement which would or might require shares to be CONTD | ||||||||
| CONT | CONTD allotted or rights to be granted after this authority expires, the-Directors may allot such shares, or grant rights to subscribe for or to- convert any security into shares, in pursuance of any such offer or agreement-as if the authorisations conferred hereby had not expired | Non-Voting | ||||||
| 17 | That, subject to the passing of resolution 16, the Directors be and are hereby authorised, pursuant to sections 570(1) and 573 of the Act, to allot equity securities (as defined in section 560 of the Act) in the Company for cash, either pursuant to the authority granted by resolution 16 and/or through the sale of treasury shares, as if section 561 of that Act did not apply to any such allotment or sale, provided such power be limited: (a) to the allotment of equity securities and/or sale of treasury shares in connection with an offer of equity securities to Ordinary Shareholders (excluding any shareholder holding shares as treasury shares) where the equity securities respectively attributable to the interests of all Ordinary Shareholders are proportionate (as nearly as may be) to the respective number of Ordinary Shares CONTD | Management | For | For | ||||
| CONT | CONTD held by them subject only to such exclusions or other arrangements as-the Directors may deem necessary or expedient to deal with fractional-elements, record dates, legal or practical problems arising in any territory-or by virtue of shares being represented by depositary receipts, the-requirements of any regulatory body or stock exchange, or any other matter;-and (b) to the allotment (otherwise than under paragraph (a) above) of equity-securities and/or sale of treasury shares up to an aggregate nominal amount-of USD 8,938,142 provided that such authorisation shall expire at the-conclusion of the Annual General Meeting of the Company in 2015 or on 30 June-2015, whichever is the earlier (unless the resolution is previously renewed,- varied or revoked by the Company in a General Meeting). However, if the-Company CONTD | Non-Voting | ||||||
| CONT | CONTD before such authority expires, makes any offer or agreement which would-or might require equity securities to be allotted after this authority-expires, the Directors may allot securities in pursuance of any such offer or- agreement as if the power conferred hereby had not expired | Non-Voting | ||||||
| 18 | That the Company is generally and unconditionally authorised for the purposes of section 701 of the Act to make market purchases (within the meaning of section 693(4) of the Act) of any of its Ordinary Shares of 20 US cents each in the capital of the Company on such terms and in such manner as the Directors may from time to time determine, and where such shares are held | Management | For | For | ||||
| Page 17 of 91 | 25-Aug-2014 | |
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| as treasury shares, the Company may use them for the purposes of its employee share plans, provided that: (a) the maximum number of Ordinary Shares which may be purchased is 89,381,424 representing approximately 10% of the issued Ordinary Share capital (excluding treasury shares) as at 24 February 2014 (the latest practicable date prior to publication of this notice); (b) the minimum price that may be paid for each Ordinary Share is 20 US cents which CONTD | ||||||||
| CONT | CONTD amount is exclusive of expenses, if any; (c) the maximum price-(exclusive of expenses) that may be paid for each Ordinary Share is an amount-equal to the higher of: (i) 105% of the average of the middle market-quotations for the Ordinary Shares of the Company as derived from the Daily-Official List of the London Stock Exchange plc for the five business days- immediately preceding the day on which such share is contracted to be-purchased; and (ii) that stipulated by article 5(1) of the EU Buyback and- Stabilisation Regulation 2003 (No.2273/2003); (d) unless previously renewed,-varied or revoked by the Company at a General Meeting, this authority shall-expire at the conclusion of the Annual General Meeting of the Company in 2015-or on 30 June 2015, whichever is the earlier; and (e) the Company may, before-this CONTD | Non-Voting | ||||||
| CONT | CONTD authority expires, make a contract to purchase Ordinary Shares that-would or might be executed wholly or partly after the expiry of this- authority, and may make purchases of Ordinary Shares pursuant to it as if-this authority had not expired | Non-Voting | ||||||
| 19 | That a general meeting of the Company, other than an Annual General Meeting, may be held on not less than 14 clear days’ notice | Management | Against | Against | ||||
| Page 18 of 91 | 25-Aug-2014 | |
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| SMITH & NEPHEW PLC, LONDON | ||||||
| Security | G82343164 | Meeting Type | Annual General Meeting | |||
| Ticker Symbol | Meeting Date | 10-Apr-2014 | ||||
| ISIN | GB0009223206 | Agenda | 705007979 - Management | |||
Item | Proposal | Type | Vote | For/Against Management | ||||
| 1 | To receive and adopt the audited accounts for the financial year ended 31 December 2013 together with the reports of the Directors and the Auditor thereon | Management | ||||||
| 2 | To approve the Directors’ Remuneration Policy in the form set out in the Directors’ Remuneration Report in the Company’s Annual Report | Management | ||||||
| 3 | To approve the Directors’ Remuneration Report, other than the part containing the Directors’ Remuneration Policy, in the form set out in the Company’s Annual Report for the year ended 31 December 2013 | Management | ||||||
| 4 | To declare a final dividend of 17.00 US cents per Ordinary Share in respect of the year ended 31 December 2013 payable on 7 May 2014 to shareholders on the register of the Company at the close of business on 22 April 2014 | Management | ||||||
| 5 | To re-elect Ian Barlow as a Director of the Company | Management | ||||||
| 6 | To re-elect Olivier Bohuon as a Director of the Company | Management | ||||||
| 7 | To re-elect The Rt. Hon Baroness Virginia Bottomley as a Director of the Company | Management | ||||||
| 8 | To re-elect Julie Brown as a Director of the Company | Management | ||||||
| 9 | To re-elect Michael Friedman as a Director of the Company | Management | ||||||
| 10 | To re-elect Pamela Kirby as a Director of the Company | Management | ||||||
| 11 | To re-elect Brian Larcombe as a Director of the Company | Management | ||||||
| 12 | To re-elect Joseph Papa as a Director of the Company | Management | ||||||
| 13 | To elect Roberto Quarta as a Director of the Company | Management | ||||||
| 14 | To re-appoint Ernst & Young LLP as the Auditor of the Company | Management | ||||||
| 15 | To authorise the Directors to determine the remuneration of the Auditor of the Company | Management | ||||||
| 16 | To renew the authorisation of the Directors generally and unconditionally pursuant to section 551 of the Companies Act 2006 (the “Act”), and as permitted by the Company’s Articles of Association, to exercise all their powers to allot shares in the Company and to grant rights to subscribe for, or to convert any security into shares in the Company up to an aggregate nominal amount of USD 59,587,616 in accordance with section 551(3) and (6) of the Act. Such authorisation shall expire at the conclusion of the Annual General Meeting of the | Management | ||||||
| Page 19 of 91 | 25-Aug-2014 | |
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| Company in 2015 or on 30 June 2015, whichever is earlier (unless the resolution is previously renewed, varied or revoked by the Company in a General Meeting). However, if the Company before such authority expires, makes any offer or agreement which would or might require shares to be CONTD | ||||||||
| CONT | CONTD allotted or rights to be granted after this authority expires, the-Directors may allot such shares, or grant rights to subscribe for or to- convert any security into shares, in pursuance of any such offer or agreement-as if the authorisations conferred hereby had not expired | Non-Voting | ||||||
| 17 | That, subject to the passing of resolution 16, the Directors be and are hereby authorised, pursuant to sections 570(1) and 573 of the Act, to allot equity securities (as defined in section 560 of the Act) in the Company for cash, either pursuant to the authority granted by resolution 16 and/or through the sale of treasury shares, as if section 561 of that Act did not apply to any such allotment or sale, provided such power be limited: (a) to the allotment of equity securities and/or sale of treasury shares in connection with an offer of equity securities to Ordinary Shareholders (excluding any shareholder holding shares as treasury shares) where the equity securities respectively attributable to the interests of all Ordinary Shareholders are proportionate (as nearly as may be) to the respective number of Ordinary Shares CONTD | Management | ||||||
| CONT | CONTD held by them subject only to such exclusions or other arrangements as-the Directors may deem necessary or expedient to deal with fractional-elements, record dates, legal or practical problems arising in any territory-or by virtue of shares being represented by depositary receipts, the-requirements of any regulatory body or stock exchange, or any other matter;-and (b) to the allotment (otherwise than under paragraph (a) above) of equity-securities and/or sale of treasury shares up to an aggregate nominal amount-of USD 8,938,142 provided that such authorisation shall expire at the-conclusion of the Annual General Meeting of the Company in 2015 or on 30 June-2015, whichever is the earlier (unless the resolution is previously renewed,- varied or revoked by the Company in a General Meeting). However, if the-Company CONTD | Non-Voting | ||||||
| CONT | CONTD before such authority expires, makes any offer or agreement which would-or might require equity securities to be allotted after this authority-expires, the Directors may allot securities in pursuance of any such offer or- agreement as if the power conferred hereby had not expired | Non-Voting | ||||||
| 18 | That the Company is generally and unconditionally authorised for the purposes of section 701 of the Act to make market purchases (within the meaning of section 693(4) of the Act) of any of its Ordinary Shares of 20 US cents each in the capital of the Company on such terms and in such manner as the Directors may from time to time determine, and where such shares are held | Management | ||||||
| Page 20 of 91 | 25-Aug-2014 | |
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| as treasury shares, the Company may use them for the purposes of its employee share plans, provided that: (a) the maximum number of Ordinary Shares which may be purchased is 89,381,424 representing approximately 10% of the issued Ordinary Share capital (excluding treasury shares) as at 24 February 2014 (the latest practicable date prior to publication of this notice); (b) the minimum price that may be paid for each Ordinary Share is 20 US cents which CONTD | ||||||||
| CONT | CONTD amount is exclusive of expenses, if any; (c) the maximum price-(exclusive of expenses) that may be paid for each Ordinary Share is an amount-equal to the higher of: (i) 105% of the average of the middle market-quotations for the Ordinary Shares of the Company as derived from the Daily-Official List of the London Stock Exchange plc for the five business days- immediately preceding the day on which such share is contracted to be-purchased; and (ii) that stipulated by article 5(1) of the EU Buyback and- Stabilisation Regulation 2003 (No.2273/2003); (d) unless previously renewed,-varied or revoked by the Company at a General Meeting, this authority shall-expire at the conclusion of the Annual General Meeting of the Company in 2015-or on 30 June 2015, whichever is the earlier; and (e) the Company may, before-this CONTD | Non-Voting | ||||||
| CONT | CONTD authority expires, make a contract to purchase Ordinary Shares that-would or might be executed wholly or partly after the expiry of this- authority, and may make purchases of Ordinary Shares pursuant to it as if-this authority had not expired | Non-Voting | ||||||
| 19 | That a general meeting of the Company, other than an Annual General Meeting, may be held on not less than 14 clear days’ notice | Management | ||||||
| Page 21 of 91 | 25-Aug-2014 | |
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| METLIFE, INC. | ||||||
| Security | 59156R108 | Meeting Type | Annual | |||
| Ticker Symbol | MET | Meeting Date | 22-Apr-2014 | |||
| ISIN | US59156R1086 | Agenda | 933951471 - Management | |||
Item | Proposal | Type | Vote | For/Against Management | ||||
| 1A. | ELECTION OF DIRECTOR: CHERYL W. GRISE | Management | For | For | ||||
| 1B. | ELECTION OF DIRECTOR: CARLOS M. GUTIERREZ | Management | For | For | ||||
| 1C. | ELECTION OF DIRECTOR: R. GLENN HUBBARD | Management | For | For | ||||
| 1D. | ELECTION OF DIRECTOR: STEVEN A. KANDARIAN | Management | For | For | ||||
| 1E. | ELECTION OF DIRECTOR: JOHN M. KEANE | Management | For | For | ||||
| 1F. | ELECTION OF DIRECTOR: ALFRED F. KELLY, JR. | Management | For | For | ||||
| 1G. | ELECTION OF DIRECTOR: WILLIAM E. KENNARD | Management | For | For | ||||
| 1H. | ELECTION OF DIRECTOR: JAMES M. KILTS | Management | For | For | ||||
| 1I. | ELECTION OF DIRECTOR: CATHERINE R. KINNEY | Management | For | For | ||||
| 1J. | ELECTION OF DIRECTOR: DENISE M. MORRISON | Management | For | For | ||||
| 1K. | ELECTION OF DIRECTOR: KENTON J. SICCHITANO | Management | For | For | ||||
| 1L. | ELECTION OF DIRECTOR: LULU C. WANG | Management | For | For | ||||
| 2. | RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITOR FOR 2014. | Management | For | For | ||||
| 3. | ADVISORY VOTE TO APPROVE THE COMPENSATION PAID TO THE COMPANY’S NAMED EXECUTIVE OFFICERS. | Management | For | For | ||||
| 4. | APPROVAL OF THE METLIFE, INC. 2015 STOCK AND INCENTIVE COMPENSATION PLAN. | Management | For | For | ||||
| 5. | APPROVAL OF THE METLIFE, INC. 2015 NON- MANAGEMENT DIRECTOR STOCK COMPENSATION PLAN. | Management | For | For | ||||
| Page 22 of 91 | 25-Aug-2014 | |
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| VEOLIA ENVIRONNEMENT | ||||||
| Security | 92334N103 | Meeting Type | Annual | |||
| Ticker Symbol | VE | Meeting Date | 24-Apr-2014 | |||
| ISIN | US92334N1037 | Agenda | 933976942 - Management | |||
Item | Proposal | Type | Vote | For/Against Management | ||||
| O1 | APPROVAL OF COMPANY ACCOUNTS FOR THE FISCAL YEAR 2013. | Management | For | For | ||||
| O2 | APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FISCAL YEAR 2013. | Management | For | For | ||||
| O3 | APPROVAL OF THE EXPENSES AND CHARGES REFERRED TO IN ARTICLE 394 OF THE GENERAL TAX CODE. | Management | For | For | ||||
| O4 | APPROPRIATION OF THE RESULTS FOR THE FISCAL YEAR 2013 AND PAYMENT OF THE DIVIDEND. | Management | For | For | ||||
| O5 | OPTION TO RECEIVE PAYMENT OF THE DIVIDEND IN SHARES. | Management | For | For | ||||
| O6 | APPROVAL OF RELATED-PARTY AGREEMENTS (EXCEPT MODIFICATION OF AGREEMENTS WITH RESPECT TO THE CHIEF EXECUTIVE OFFICER). | Management | Against | Against | ||||
| O7 | APPROVAL OF REGULATED AGREEMENTS (MODIFICATION OF AGREEMENTS WITH RESPECT TO THE CHIEF EXECUTIVE OFFICER). | Management | For | For | ||||
| O8 | APPROVAL OF AGREEMENTS UNDER ARTICLE L. 225-42-1 OF THE FRENCH COMMERCIAL CODE IN FAVOR OF THE CHIEF EXECUTIVE OFFICER. | Management | For | For | ||||
| O9 | RENEWAL OF THE DIRECTORSHIP OF MR. ANTOINE FREROT. | Management | For | For | ||||
| O10 | RENEWAL OF THE DIRECTORSHIP OF MR. DANIEL BOUTON. | Management | For | For | ||||
| O12 | RENEWAL OF THE DIRECTORSHIP OF QATARI DIAR REAL ESTATE INVESTMENT, REPRESENTED BY MR. KHALED AL SAYED. | Management | For | For | ||||
| O13 | INFORMATION ON THE REMUNERATION DUE OR ATTRIBUTED FOR THE FISCAL YEAR 2013 AND REMUNERATION 2014 WITH REFERENCE TO THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER. | Management | Against | Against | ||||
| O14 | SETTING OF THE YEARLY AMOUNT OF DIRECTORS’ FEES ATTRIBUTED TO THE MEMBERS OF THE BOARD OF DIRECTORS. | Management | For | For | ||||
| O15 | AUTHORIZATION TO BE GIVEN TO THE BOARD OF DIRECTORS TO DEAL IN THE COMPANY’S SHARES. | Management | For | For | ||||
| E16 | DELEGATION TO THE BOARD OF DIRECTORS OF AUTHORITY TO ISSUE SHARES AND/OR SECURITIES GIVING ACCESS TO SHARE CAPITAL AND/OR NEGOTIABLE SECURITIES CARRYING A RIGHT TO THE ALLOCATION OF DEBT SECURITIES, WITH PREFERENTIAL SUBSCRIPTION RIGHTS. | Management | Abstain | Against | ||||
| Page 23 of 91 | 25-Aug-2014 | |
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| E17 | DELEGATION TO THE BOARD OF DIRECTORS OF AUTHORITY TO ISSUE SHARES AND/OR SECURITIES GIVING ACCESS TO SHARE CAPITAL AND/OR NEGOTIABLE SECURITIES CARRYING A RIGHT TO THE ALLOCATION OF DEBT SECURITIES THROUGH PUBLIC OFFERINGS, WITHOUT PREFERENTIAL SUBSCRIPTION RIGHTS. | Management | Abstain | Against | ||||
| E18 | DELEGATION TO THE BOARD OF DIRECTORS OF AUTHORITY TO ISSUE SHARES AND/OR SECURITIES GIVING ACCESS TO SHARE CAPITAL AND/OR NEGOTIABLE SECURITIES CARRYING A RIGHT TO THE ALLOCATION OF DEBT SECURITIES THROUGH PUBLIC OFFERINGS, WITHOUT PREFERENTIAL SUBSCRIPTION RIGHTS BY PRIVATE PLACEMENT AS FORESEEN IN ARTICLE L. 411-2 OF THE FRENCH MONETARY AND FINANCIAL CODE. | Management | Abstain | Against | ||||
| E19 | AUTHORIZATION TO ISSUE SHARES OR SECURITIES GIVING ACCESS TO THE SHARE CAPITAL WITHOUT PREFERENTIAL SUBSCRIPTION RIGHTS AS CONSIDERATION FOR CONTRIBUTIONS IN KIND CONSISTING OF EQUITY SECURITIES OR SECURITIES GIVING ACCESS TO SHARE CAPITAL. | Management | Abstain | Against | ||||
| E20 | DELEGATION TO THE BOARD OF DIRECTORS OF AUTHORITY TO INCREASE THE NUMBER OF SHARES TO BE ISSUED IN CASE OF A SHARE CAPITAL INCREASE WITH OR WITHOUT PREFERENTIAL SUBSCRIPTION RIGHTS. | Management | Abstain | Against | ||||
| E21 | DELEGATION TO THE BOARD OF DIRECTORS OF AUTHORITY TO INCREASE THE SHARE CAPITAL THROUGH THE CAPITALIZATION OF PREMIUMS, RESERVES, PROFITS OR OTHER ITEMS. | Management | For | For | ||||
| E22 | DELEGATION TO THE BOARD OF DIRECTORS TO INCREASE THE AUTHORIZED SHARE CAPITAL BY THE ISSUE OF SHARES OR EQUITY-LINKED SECURITIES AND RESERVED FOR THE MEMBERS SAVINGS PLANS, WITH CANCELLATION OF PREFERENTIAL SUBSCRIPTION RIGHTS IN THEIR FAVOR. | Management | For | For | ||||
| E23 | DELEGATION TO THE BOARD OF DIRECTORS TO INCREASE THE AUTHORIZED SHARE CAPITAL BY THE ISSUE OF SHARES RESERVED FOR CATEGORIES OF PERSONS, INCLUDING THE CANCELLATION OF PREFERENTIAL SUBSCRIPTION RIGHTS IN THEIR FAVOR. | Management | For | For | ||||
| E24 | DELEGATION TO THE BOARD OF DIRECTORS TO REDUCE THE SHARE CAPITAL BY THE CANCELLATION OF TREASURY SHARES. | Management | For | For | ||||
| E25 | MODIFICATION OF ARTICLE 11 OF THE ARTICLES OF ASSOCIATION TO DETERMINE THE WAY DIRECTORS REPRESENTING THE WORKERS ARE CHOSEN, PURSUANT TO THE ACT OF JUNE 14, 2013 ON SECURITY OF WORK. | Management | For | For | ||||
| 26 | POWERS TO CARRY OUT FORMALITIES. | Management | For | For | ||||
| Page 24 of 91 | 25-Aug-2014 | |
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| ABBOTT LABORATORIES | ||||||
| Security | 002824100 | Meeting Type | Annual | |||
| Ticker Symbol | ABT | Meeting Date | 25-Apr-2014 | |||
| ISIN | US0028241000 | Agenda | 933934641 - Management | |||
Item | Proposal | Type | Vote | For/Against Management | ||||
| 1. | DIRECTOR | Management | ||||||
1 R.J. ALPERN | For | For | ||||||
2 R.S. AUSTIN | For | For | ||||||
3 S.E. BLOUNT | For | For | ||||||
4 W.J. FARRELL | For | For | ||||||
5 E.M. LIDDY | For | For | ||||||
6 N. MCKINSTRY | For | For | ||||||
7 P.N. NOVAKOVIC | For | For | ||||||
8 W.A. OSBORN | For | For | ||||||
9 S.C. SCOTT III | For | For | ||||||
10 G.F. TILTON | For | For | ||||||
11 M.D. WHITE | For | For | ||||||
| 2. | RATIFICATION OF ERNST & YOUNG LLP AS AUDITORS | Management | For | For | ||||
| 3. | SAY ON PAY - AN ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION | Management | For | For | ||||
| 4. | SHAREHOLDER PROPOSAL - GENETICALLY MODIFIED INGREDIENTS | Shareholder | Against | For | ||||
| 5. | SHAREHOLDER PROPOSAL - LOBBYING DISCLOSURE | Shareholder | Against | For | ||||
| 6. | SHAREHOLDER PROPOSAL - INCENTIVE COMPENSATION | Shareholder | Abstain | Against | ||||
| Page 25 of 91 | 25-Aug-2014 | |
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| UNITED TECHNOLOGIES CORPORATION | ||||||
| Security | 913017109 | Meeting Type | Annual | |||
| Ticker Symbol | UTX | Meeting Date | 28-Apr-2014 | |||
| ISIN | US9130171096 | Agenda | 933936378 - Management | |||
Item | Proposal | Type | Vote | For/Against Management | ||||
| 1A. | ELECTION OF DIRECTOR: LOUIS R. CHENEVERT | Management | For | For | ||||
| 1B. | ELECTION OF DIRECTOR: JOHN V. FARACI | Management | For | For | ||||
| 1C. | ELECTION OF DIRECTOR: JEAN-PIERRE GARNIER | Management | For | For | ||||
| 1D. | ELECTION OF DIRECTOR: JAMIE S. GORELICK | Management | For | For | ||||
| 1E. | ELECTION OF DIRECTOR: EDWARD A. KANGAS | Management | For | For | ||||
| 1F. | ELECTION OF DIRECTOR: ELLEN J. KULLMAN | Management | For | For | ||||
| 1G. | ELECTION OF DIRECTOR: MARSHALL O. LARSEN | Management | For | For | ||||
| 1H. | ELECTION OF DIRECTOR: HAROLD MCGRAW III | Management | For | For | ||||
| 1I. | ELECTION OF DIRECTOR: RICHARD B. MYERS | Management | For | For | ||||
| 1J. | ELECTION OF DIRECTOR: H. PATRICK SWYGERT | Management | For | For | ||||
| 1K. | ELECTION OF DIRECTOR: ANDRE VILLENEUVE | Management | For | For | ||||
| 1L. | ELECTION OF DIRECTOR: CHRISTINE TODD WHITMAN | Management | For | For | ||||
| 2. | APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITOR FOR 2014 | Management | For | For | ||||
| 3. | APPROVE AN AMENDMENT AND RESTATEMENT OF THE 2005 LONG-TERM INCENTIVE PLAN, INCLUDING APPROVAL OF ADDITIONAL SHARES FOR FUTURE AWARDS | Management | For | For | ||||
| 4. | ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS | Management | For | For | ||||
| Page 26 of 91 | �� | 25-Aug-2014 |
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| BAYER AG, LEVERKUSEN | ||||||
| Security | D0712D163 | Meeting Type | Annual General Meeting | |||
| Ticker Symbol | Meeting Date | 29-Apr-2014 | ||||
| ISIN | DE000BAY0017 | Agenda | 704996668 - Management | |||
Item | Proposal | Type | Vote | For/Against Management | ||||
| Please note that by judgement of OLG Cologne rendered on June 6, 2013, any shareholder who holds an aggregate total of 3 percent or more of the outstanding-share capital must register under their beneficial owner details before the appropriate deadline to be able to vote. Failure to comply with the declaration-requirements as stipulated in section 21 of the Securities Trade Act (WpHG) ma-y prevent the shareholder from voting at the general meetings. Therefore, your- custodian may request that we register beneficial owner data for all voted ac-counts with the respective sub custodian. If you require further information whether or not such BO registration will be conducted for your custodians accounts, please contact your CSR. | Non-Voting | |||||||
| The sub-custodian banks optimized their processes and established solutions, which do not require share blocking. Registered shares will be deregistered according to trading activities or at the deregistration date by the sub custodians. In order to deliver/settle a voted position before the deregistration date-a voting instruction cancellation and de-registration request needs to be se-nt. Please contact your CSR for further information. | Non-Voting | |||||||
| The Vote/Registration Deadline as displayed on ProxyEdge is subject to change-and will be updated as soon as Broadridge receives confirmation from the sub custodians regarding their instruction deadline. For any queries please contact your Client Services Representative. | Non-Voting | |||||||
| ACCORDING TO GERMAN LAW, IN CASE OF SPECIFIC CONFLICTS OF INTEREST IN CONNECTI-ON WITH SPECIFIC ITEMS OF THE AGENDA FOR THE GENERAL MEETING YOU ARE NOT ENTIT-LED TO EXERCISE YOUR VOTING RIGHTS. FURTHER, YOUR VOTING RIGHT MIGHT BE EXCLUD-ED WHEN YOUR SHARE IN VOTING RIGHTS HAS REACHED CERTAIN THRESHOLDS AND YOU HAV-E NOT COMPLIED WITH ANY OF YOUR MANDATORY VOTING RIGHTS NOTIFICATIONS PURSUANT-TO THE GERMAN SECURITIES TRADING ACT (WHPG). FOR QUESTIONS IN THIS REGARD PLE-ASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE FOR CLARIFICATION. IF YOU DO NO-T HAVE ANY INDICATION REGARDING SUCH CONFLICT OF INTEREST, OR ANOTHER EXCLUSIO-N FROM VOTING, PLEASE SUBMIT YOUR VOTE AS USUAL. THANK YOU. | Non-Voting | |||||||
| Page 27 of 91 | 25-Aug-2014 | |
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| COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 14.04.2014. FURTHER INFORMATION ON CO-UNTER PROPOSALS CAN BE FOUND DIRECTLY ON THE ISSUER’S WEBSITE (PLEASE REFER TO-THE MATERIAL URL SECTION OF THE APPLICATION). IF YOU WISH TO ACT ON THESE ITE-MS, YOU WILL NEED TO REQUEST A MEETING ATTEND AND VOTE YOUR SHARES DIRECTLY AT-THE COMPANY’S MEETING. COUNTER PROPOSALS CANNOT BE REFLECTED IN THE BALLOT ON-PROXYEDGE. | Non-Voting | |||||||
| 1. | Presentation of the adopted annual financial statements and the approved consolidated financial statements, the Combined Management Report, the report of the Supervisory Board, the explanatory report by the Board of Management on takeover- related information, and the proposal by the Board of Management on the use of the distributable profit for the fiscal year 2013, and resolution on the use of the distributable profit | Management | For | For | ||||
| 2. | Ratification of the actions of the members of the Board of Management | Management | For | For | ||||
| 3. | Ratification of the actions of the members of the Supervisory Board | Management | For | For | ||||
| 4.1 | Supervisory Board elections: Dr. rer. nat. Simone Bagel-Trah | Management | For | For | ||||
| 4.2 | Supervisory Board elections: Prof. Dr. Dr. h. c. mult. Ernst-Ludwig Winnacker | Management | For | For | ||||
| 5. | Cancellation of the existing Authorized Capital I, creation of new Authorized Capital I with the option to disapply subscription rights and amendment of Article 4(2) of the Articles of Incorporation | Management | For | For | ||||
| 6. | Cancellation of the existing Authorized Capital II, creation of new Authorized Capital II with the option to disapply subscription rights and amendment of Article 4(3) of the Articles of Incorporation | Management | For | For | ||||
| 7. | Authorization to issue bonds with warrants or convertible bonds, profit participation certificates or income bonds (or a combination of these instruments) and to disapply subscription rights, creation of new conditional capital while canceling the existing conditional capital and amendment of Article 4(4) of the Articles of Incorporation | Management | For | For | ||||
| 8.1 | Authorization to acquire and use own shares with the potential disapplication of subscription and other tender rights; use of derivatives in the course of the acquisition: Acquisition of own Shares | Management | For | For | ||||
| 8.2 | Authorization to acquire and use own shares with the potential disapplication of subscription and other tender rights; use of derivatives in the course of the acquisition: Use of Derivatives | Management | For | For | ||||
| 9.1 | Approval of the control and profit and loss transfer agreements between the Company and eight group companies (limited liability companies): Control and Profit and Loss Transfer Agreement between Bayer AG and Bayer Business Services GmbH | Management | For | For | ||||
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| 9.2 | Approval of the control and profit and loss transfer agreements between the Company and eight group companies (limited liability companies): Control and Profit and Loss Transfer Agreement between Bayer AG and Bayer Technology Services GmbH | Management | For | For | ||||
| 9.3 | Approval of the control and profit and loss transfer agreements between the Company and eight group companies (limited liability companies): Control and Profit and Loss Transfer Agreement between Bayer AG and Bayer US IP GmbH | Management | For | For | ||||
| 9.4 | Approval of the control and profit and loss transfer agreements between the Company and eight group companies (limited liability companies): Control and Profit and Loss Transfer Agreement between Bayer AG and Bayer Bitterfeld GmbH | Management | For | For | ||||
| 9.5 | Approval of the control and profit and loss transfer agreements between the Company and eight group companies (limited liability companies): Control and Profit and Loss Transfer Agreement between Bayer AG and Bayer Innovation GmbH | Management | For | For | ||||
| 9.6 | Approval of the control and profit and loss transfer agreements between the Company and eight group companies (limited liability companies): Control and Profit and Loss Transfer Agreement between Bayer AG and Bayer Real Estate GmbH | Management | For | For | ||||
| 9.7 | Approval of the control and profit and loss transfer agreements between the Company and eight group companies (limited liability companies): Control and Profit and Loss Transfer Agreement between Bayer AG and Erste K-W-A Beteiligungsgesellschaft mbH | Management | For | For | ||||
| 9.8 | Approval of the control and profit and loss transfer agreements between the Company and eight group companies (limited liability companies): Control and Profit and Loss Transfer Agreement between Bayer AG and Zweite K-W-A Beteiligungsgesellschaft mbH | Management | For | For | ||||
| 10. | Election of the auditor of the financial statements and for the review of the half-yearly financial report: PricewaterhouseCoopers Aktiengesellschaft | Management | For | For | ||||
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| BAYER AG, LEVERKUSEN | ||||||
| Security | D0712D163 | Meeting Type | Annual General Meeting | |||
| Ticker Symbol | Meeting Date | 29-Apr-2014 | ||||
| ISIN | DE000BAY0017 | Agenda | 704996668 - Management | |||
Item | Proposal | Type | Vote | For/Against Management | ||||
| Please note that by judgement of OLG Cologne rendered on June 6, 2013, any shareholder who holds an aggregate total of 3 percent or more of the outstanding-share capital must register under their beneficial owner details before the appropriate deadline to be able to vote. Failure to comply with the declaration-requirements as stipulated in section 21 of the Securities Trade Act (WpHG) ma-y prevent the shareholder from voting at the general meetings. Therefore, your- custodian may request that we register beneficial owner data for all voted ac-counts with the respective sub custodian. If you require further information whether or not such BO registration will be conducted for your custodians accounts, please contact your CSR. | Non-Voting | |||||||
| The sub-custodian banks optimized their processes and established solutions, which do not require share blocking. Registered shares will be deregistered according to trading activities or at the deregistration date by the sub custodians. In order to deliver/settle a voted position before the deregistration date-a voting instruction cancellation and de-registration request needs to be se-nt. Please contact your CSR for further information. | Non-Voting | |||||||
| The Vote/Registration Deadline as displayed on ProxyEdge is subject to change-and will be updated as soon as Broadridge receives confirmation from the sub custodians regarding their instruction deadline. For any queries please contact your Client Services Representative. | Non-Voting | |||||||
| ACCORDING TO GERMAN LAW, IN CASE OF SPECIFIC CONFLICTS OF INTEREST IN CONNECTI-ON WITH SPECIFIC ITEMS OF THE AGENDA FOR THE GENERAL MEETING YOU ARE NOT ENTIT-LED TO EXERCISE YOUR VOTING RIGHTS. FURTHER, YOUR VOTING RIGHT MIGHT BE EXCLUD-ED WHEN YOUR SHARE IN VOTING RIGHTS HAS REACHED CERTAIN THRESHOLDS AND YOU HAV-E NOT COMPLIED WITH ANY OF YOUR MANDATORY VOTING RIGHTS NOTIFICATIONS PURSUANT-TO THE GERMAN SECURITIES TRADING ACT (WHPG). FOR QUESTIONS IN THIS REGARD PLE-ASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE FOR CLARIFICATION. IF YOU DO NO-T HAVE ANY INDICATION REGARDING SUCH CONFLICT OF INTEREST, OR ANOTHER EXCLUSIO-N FROM VOTING, PLEASE SUBMIT YOUR VOTE AS USUAL. THANK YOU. | Non-Voting | |||||||
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| COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 14.04.2014. FURTHER INFORMATION ON CO-UNTER PROPOSALS CAN BE FOUND DIRECTLY ON THE ISSUER’S WEBSITE (PLEASE REFER TO-THE MATERIAL URL SECTION OF THE APPLICATION). IF YOU WISH TO ACT ON THESE ITE-MS, YOU WILL NEED TO REQUEST A MEETING ATTEND AND VOTE YOUR SHARES DIRECTLY AT-THE COMPANY’S MEETING. COUNTER PROPOSALS CANNOT BE REFLECTED IN THE BALLOT ON-PROXYEDGE. | Non-Voting | |||||||
| 1. | Presentation of the adopted annual financial statements and the approved consolidated financial statements, the Combined Management Report, the report of the Supervisory Board, the explanatory report by the Board of Management on takeover- related information, and the proposal by the Board of Management on the use of the distributable profit for the fiscal year 2013, and resolution on the use of the distributable profit | Management | ||||||
| 2. | Ratification of the actions of the members of the Board of Management | Management | ||||||
| 3. | Ratification of the actions of the members of the Supervisory Board | Management | ||||||
| 4.1 | Supervisory Board elections: Dr. rer. nat. Simone Bagel-Trah | Management | ||||||
| 4.2 | Supervisory Board elections: Prof. Dr. Dr. h. c. mult. Ernst-Ludwig Winnacker | Management | ||||||
| 5. | Cancellation of the existing Authorized Capital I, creation of new Authorized Capital I with the option to disapply subscription rights and amendment of Article 4(2) of the Articles of Incorporation | Management | ||||||
| 6. | Cancellation of the existing Authorized Capital II, creation of new Authorized Capital II with the option to disapply subscription rights and amendment of Article 4(3) of the Articles of Incorporation | Management | ||||||
| 7. | Authorization to issue bonds with warrants or convertible bonds, profit participation certificates or income bonds (or a combination of these instruments) and to disapply subscription rights, creation of new conditional capital while canceling the existing conditional capital and amendment of Article 4(4) of the Articles of Incorporation | Management | ||||||
| 8.1 | Authorization to acquire and use own shares with the potential disapplication of subscription and other tender rights; use of derivatives in the course of the acquisition: Acquisition of own Shares | Management | ||||||
| 8.2 | Authorization to acquire and use own shares with the potential disapplication of subscription and other tender rights; use of derivatives in the course of the acquisition: Use of Derivatives | Management | ||||||
| 9.1 | Approval of the control and profit and loss transfer agreements between the Company and eight group companies (limited liability companies): Control and Profit and Loss Transfer Agreement between Bayer AG and Bayer Business Services GmbH | Management | ||||||
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| 9.2 | Approval of the control and profit and loss transfer agreements between the Company and eight group companies (limited liability companies): Control and Profit and Loss Transfer Agreement between Bayer AG and Bayer Technology Services GmbH | Management | ||||||
| 9.3 | Approval of the control and profit and loss transfer agreements between the Company and eight group companies (limited liability companies): Control and Profit and Loss Transfer Agreement between Bayer AG and Bayer US IP GmbH | Management | ||||||
| 9.4 | Approval of the control and profit and loss transfer agreements between the Company and eight group companies (limited liability companies): Control and Profit and Loss Transfer Agreement between Bayer AG and Bayer Bitterfeld GmbH | Management | ||||||
| 9.5 | Approval of the control and profit and loss transfer agreements between the Company and eight group companies (limited liability companies): Control and Profit and Loss Transfer Agreement between Bayer AG and Bayer Innovation GmbH | Management | ||||||
| 9.6 | Approval of the control and profit and loss transfer agreements between the Company and eight group companies (limited liability companies): Control and Profit and Loss Transfer Agreement between Bayer AG and Bayer Real Estate GmbH | Management | ||||||
| 9.7 | Approval of the control and profit and loss transfer agreements between the Company and eight group companies (limited liability companies): Control and Profit and Loss Transfer Agreement between Bayer AG and Erste K-W-A Beteiligungsgesellschaft mbH | Management | ||||||
| 9.8 | Approval of the control and profit and loss transfer agreements between the Company and eight group companies (limited liability companies): Control and Profit and Loss Transfer Agreement between Bayer AG and Zweite K-W-A Beteiligungsgesellschaft mbH | Management | ||||||
| 10. | Election of the auditor of the financial statements and for the review of the half-yearly financial report: PricewaterhouseCoopers Aktiengesellschaft | Management | ||||||
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| MEDIASET SPA, MILANO | ||||||
| Security | T6688Q107 | Meeting Type | Ordinary General Meeting | |||
| Ticker Symbol | Meeting Date | 29-Apr-2014 | ||||
| ISIN | IT0001063210 | Agenda | 705130374 - Management | |||
Item | Proposal | Type | Vote | For/Against Management | ||||
| CMMT | PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 297007 DUE TO RECEIPT OF S-LATES FOR AUDITORS’ NAMES. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE-DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. | Non-Voting | ||||||
| 1 | APPROVE OF FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2013; REPORTS OF THE BOARD OF DIRECTORS ON THE MANAGEMENT OF THE EXTERNAL AUDITORS AND STATUTORY AUDITORS; PRESENTATION OF FINANCIAL STATEMENTS AT 31 DECEMBER 2013. RELATED AND CONSEQUENT RESOLUTIONS | Management | ||||||
| 2 | REMUNERATION REPORT IN ACCORDANCE WITH ARTICLE 123-TER OF LEGISLATIVE DECREE NO.58/1998; RESOLUTIONS CONCERNING THE REMUNERATION POLICY | Management | ||||||
| CMMT | PLEASE NOTE THAT ALTHOUGH THERE ARE 2 SLATES TO BE ELECTED AS AUDITORS, THERE-IS ONLY 1 SLATE AVAILABLE TO BE FILLED AT THE MEETING. THE STANDING INSTRUCTIO-NS FOR THIS MEETING WILL BE DISABLED AND, IF YOU CHOOSE, YOU ARE REQUIRED TO V-OTE FOR ONLY 1 SLATE OF THE 2 SLATES. THANK YOU. | Non-Voting | ||||||
| 3.1 | PLEASE NOTE THAT THIS IS A SHAREHOLDERS’ PROPOSAL: APPOINTMENT OF MEMBERS OF THE BOARD OF AUDITORS. LIST PRESENTED BY FININVEST S.P.A., REPRESENTING 41.29PCT OF COMPANY STOCK CAPITAL: EFFECTIVE AUDITORS: EZIO MARIA SIMONELLI, FRANCESCA MENEGHEL, FRANCESCO VITTADINI. ALTERNATE AUDITORS: RICCARDO PEROTTA, FLAVIA DAUNIA MINUTILLO, FABRIZIO MALANDRA | Shareholder | ||||||
| 3.2 | PLEASE NOTE THAT THIS IS A SHAREHOLDERS’ PROPOSAL: APPOINTMENT OF MEMBERS OF THE BOARD OF AUDITORS. LIST PRESENTED BY ANIMA SGR S.P.A., APG ASSET MANAGEMENT N.V., AREA SGR S.P.A., ERSEL ASSET MANAGEMENT SGR S.P.A., EURIZON CAPITAL S.G.R. S.P.A., EURIZON CAPITAL SA, GENERALI INVESTMENTS EUROPE S.P.A. SGR, MEDIOLANUM GESTIONE FONDI SGRPA, MEDIOLANUM | Shareholder | ||||||
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| INTERNATIONAL FUNDS LTD, PIONEER ASSET MANAGEMENT SA AND PIONEER INVESTMENT MANAGEMENT SGRPA, REPRESENTING 0.96PCT OF COMPANY STOCK CAPITAL: EFFECTIVE AUDITOR: LONARDO MAURO. ALTERNATE AUDITOR: GATTO MASSIMO | ||||||||
| 4 | ANNUAL REMUNERATION OF THE STATUTORY AUDITORS | Management | ||||||
| 5 | SUPPLEMENT TO THE APPOINTMENT OF INDEPENDENT AUDITORS ERNST & YOUNG SPA SHAREHOLDERS MEETING OF 16 APRIL 2008 AND RELATED RESOLUTIONS | Management | ||||||
| 6 | AUTHORIZATION TO THE BOARD OF DIRECTORS TO PURCHASE AND SALE OF TREASURY SHARES, ALSO AT THE SERVICE OF THE PLANS OF THE “STOCK OPTION”; RELATED RESOLUTIONS | Management | ||||||
| CMMT | 10 APR 2014: PLEASE NOTE THAT THE ITALIAN LANGUAGE AGENDA IS AVAILABLE BY CLIC-KING ON THE URL LINK: https://materials.proxyvote.com/Approved/99999 Z/19840101-/NPS_202284.PDF | Non-Voting | ||||||
| CMMT | 10 APR 2014: PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF URL COMMENT-. IF YOU HAVE ALREADY SENT IN YOUR VOTES FOR MID: 311202 PLEASE DO NOT REVOTE-ON THIS MEETING UNLESS YOU DECIDE TO AMEND YOUR INSTRUCTIONS. | Non-Voting | ||||||
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| INTERNATIONAL BUSINESS MACHINES CORP. | ||||||
| Security | 459200101 | Meeting Type | Annual | |||
| Ticker Symbol | IBM | Meeting Date | 29-Apr-2014 | |||
| ISIN | US4592001014 | Agenda | 933935237 - Management | |||
Item | Proposal | Type | Vote | For/Against Management | ||||
| 1A. | ELECTION OF DIRECTOR: A.J.P. BELDA | Management | For | For | ||||
| 1B. | ELECTION OF DIRECTOR: W.R. BRODY | Management | For | For | ||||
| 1C. | ELECTION OF DIRECTOR: K.I. CHENAULT | Management | For | For | ||||
| 1D. | ELECTION OF DIRECTOR: M.L. ESKEW | Management | For | For | ||||
| 1E. | ELECTION OF DIRECTOR: D.N. FARR | Management | For | For | ||||
| 1F. | ELECTION OF DIRECTOR: S.A. JACKSON | Management | For | For | ||||
| 1G. | ELECTION OF DIRECTOR: A.N. LIVERIS | Management | For | For | ||||
| 1H. | ELECTION OF DIRECTOR: W.J. MCNERNEY, JR. | Management | For | For | ||||
| 1I. | ELECTION OF DIRECTOR: J.W. OWENS | Management | For | For | ||||
| 1J. | ELECTION OF DIRECTOR: V.M. ROMETTY | Management | For | For | ||||
| 1K. | ELECTION OF DIRECTOR: J.E. SPERO | Management | For | For | ||||
| 1L. | ELECTION OF DIRECTOR: S. TAUREL | Management | For | For | ||||
| 1M. | ELECTION OF DIRECTOR: L.H. ZAMBRANO | Management | For | For | ||||
| 2. | RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PAGE 71) | Management | For | For | ||||
| 3. | ADVISORY VOTE ON EXECUTIVE COMPENSATION (PAGE 72) | Management | For | For | ||||
| 4. | APPROVAL OF LONG-TERM INCENTIVE PERFORMANCE TERMS FOR CERTAIN EXECUTIVES PURSUANT TO SECTION 162(M) OF THE INTERNAL REVENUE CODE (PAGE 73) | Management | For | For | ||||
| 5. | ADOPTION OF THE IBM 2014 EMPLOYEES STOCK PURCHASE PLAN (PAGE 76) | Management | For | For | ||||
| 6. | STOCKHOLDER PROPOSAL FOR DISCLOSURE OF LOBBYING POLICIES AND PRACTICES (PAGE 78) | Shareholder | Against | For | ||||
| 7. | STOCKHOLDER PROPOSAL ON THE RIGHT TO ACT BY WRITTEN CONSENT (PAGE 79) | Shareholder | For | Against | ||||
| 8. | STOCKHOLDER PROPOSAL TO LIMIT ACCELERATED EXECUTIVE PAY (PAGE 80) | Shareholder | Against | For | ||||
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| SYNGENTA AG | ||||||
| Security | 87160A100 | Meeting Type | Annual | |||
| Ticker Symbol | SYT | Meeting Date | 29-Apr-2014 | |||
| ISIN | US87160A1007 | Agenda | 933959302 - Management | |||
Item | Proposal | Type | Vote | For/Against Management | ||||
| 1A. | APPROVAL OF THE ANNUAL REPORT, INCLUDING THE ANNUAL FINANCIAL STATEMENTS AND THE GROUP CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR 2013 | Management | For | For | ||||
| 1B. | CONSULTATIVE VOTE ON THE COMPENSATION SYSTEM | Management | Against | Against | ||||
| 2. | DISCHARGE OF THE MEMBERS OF THE BOARD OF DIRECTORS AND THE EXECUTIVE COMMITTEE | Management | For | For | ||||
| 3. | REDUCTION OF SHARE CAPITAL BY CANCELLATION OF REPURCHASED SHARES | Management | For | For | ||||
| 4. | APPROPRIATION OF THE AVAILABLE EARNINGS AS PER BALANCE SHEET 2013 AND DIVIDEND DECISION | Management | For | For | ||||
| 5. | REVISION OF THE ARTICLES OF INCORPORATION | Management | For | For | ||||
| 6A. | RE-ELECTION TO THE BOARD OF DIRECTORS: VINITA BALI | Management | For | For | ||||
| 6B. | RE-ELECTION TO THE BOARD OF DIRECTORS: STEFAN BORGAS | Management | For | For | ||||
| 6C. | RE-ELECTION TO THE BOARD OF DIRECTORS: GUNNAR BROCK | Management | For | For | ||||
| 6D. | RE-ELECTION TO THE BOARD OF DIRECTORS: MICHEL DEMARE | Management | For | For | ||||
| 6E. | RE-ELECTION TO THE BOARD OF DIRECTORS: ELENI GABRE-MADHIN | Management | For | For | ||||
| 6F. | RE-ELECTION TO THE BOARD OF DIRECTORS: DAVID LAWRENCE | Management | For | For | ||||
| 6G. | RE-ELECTION TO THE BOARD OF DIRECTORS: MICHAEL MACK | Management | For | For | ||||
| 6H. | RE-ELECTION TO THE BOARD OF DIRECTORS: EVELINE SAUPPER | Management | For | For | ||||
| 6I. | RE-ELECTION TO THE BOARD OF DIRECTORS: JACQUES VINCENT | Management | For | For | ||||
| 6J. | RE-ELECTION TO THE BOARD OF DIRECTORS: JURG WITMER | Management | For | For | ||||
| 7. | ELECTION OF MICHEL DEMARE AS CHAIRMAN OF THE BOARD OF DIRECTORS | Management | For | For | ||||
| 8A. | ELECTION OF THE MEMBER OF THE COMPENSATION COMMITTEE: EVELINE SAUPPER | Management | For | For | ||||
| 8B. | ELECTION OF THE MEMBER OF THE COMPENSATION COMMITTEE: JACQUES VINCENT | Management | For | For | ||||
| 8C. | ELECTION OF THE MEMBER OF THE COMPENSATION COMMITTEE: JURG WITMER | Management | For | For | ||||
| 9. | ELECTION OF THE INDEPENDENT PROXY | Management | For | For | ||||
| 10. | ELECTION OF THE EXTERNAL AUDITOR | Management | For | For | ||||
| 11. | PROPOSALS OF SHAREHOLDERS IN CASE ADDITIONAL AND/OR COUNTER-PROPOSALS ARE PRESENTED AT THE MEETING | Management | Against | Against | ||||
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| MUENCHENER RUECKVERSICHERUNGS-GESELLSCHAFT AKTIENG | ||||||
| Security | D55535104 | Meeting Type | Annual General Meeting | |||
| Ticker Symbol | Meeting Date | 30-Apr-2014 | ||||
| ISIN | DE0008430026 | Agenda | 705061238 - Management | |||
Item | Proposal | Type | Vote | For/Against Management | ||||
| Please note that by judgement of OLG Cologne rendered on June 6, 2012, any shareholder who holds an aggregate total of 3 percent or more of the outstanding-share capital must register under their beneficial owner details before the appropriate deadline to be able to vote. Failure to comply with the declaration-requirements as stipulated in section 21 of the Securities Trade Act (WpHG) ma-y prevent the shareholder from voting at the general meetings. Therefore, your- custodian may request that we register beneficial owner data for all voted ac-counts with the respective sub custodian. If you require further information whether or not such BO registration will be conducted for your custodians accounts, please contact your CSR. | Non-Voting | |||||||
| The sub custodians have advised that voted shares are not blocked for trading-purposes i.e. they are only unavailable for settlement. Registered shares will-be deregistered at the deregistration date by the sub custodians. In order to-deliver/settle a voted position before the deregistration date a voting instruction cancellation and de-registration request needs to be sent to your CSR o-r Custodian. Please contact your CSR for further information. | Non-Voting | |||||||
| The Vote/Registration Deadline as displayed on ProxyEdge is subject to change-and will be updated as soon as Broadridge receives confirmation from the sub custodians regarding their instruction deadline. For any queries please contact-your Client Services Representative. | Non-Voting | |||||||
| ACCORDING TO GERMAN LAW, IN CASE OF SPECIFIC CONFLICTS OF INTEREST IN CONNECTI-ON WITH SPECIFIC ITEMS OF THE AGENDA FOR THE GENERAL MEETING YOU ARE NOT ENTIT-LED TO EXERCISE YOUR VOTING RIGHTS. FURTHER, YOUR VOTING RIGHT MIGHT BE EXCLUD-ED WHEN YOUR SHARE IN VOTING RIGHTS HAS REACHED CERTAIN THRESHOLDS AND YOU HAV-E NOT COMPLIED WITH ANY OF YOUR MANDATORY VOTING RIGHTS NOTIFICATIONS PURSUANT-TO THE GERMAN SECURITIES TRADING ACT (WHPG). FOR QUESTIONS IN THIS REGARD PLE-ASE CONTACT YOUR CLIENT SERVICE REPRESENTATIVE FOR CLARIFICATION. IF YOU DO NO-T HAVE ANY INDICATION REGARDING SUCH CONFLICT OF INTEREST, OR ANOTHER EXCLUSIO-N FROM VOTING, PLEASE SUBMIT YOUR VOTE AS USUAL. THANK YOU. | Non-Voting | |||||||
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| COUNTER PROPOSALS MAY BE SUBMITTED UNTIL 15 APR 2014. FURTHER INFORMATION ON C-OUNTER PROPOSALS CAN BE FOUND DIRECTLY ON THE ISSUER’S WEBSITE (PLEASE REFER T-O THE MATERIAL URL SECTION OF THE APPLICATION). IF YOU WISH TO ACT ON THESE IT-EMS, YOU WILL NEED TO REQUEST A MEETING ATTEND AND VOTE YOUR SHARES DIRECTLY A-T THE COMPANY’S MEETING. COUNTER PROPOSALS CANNOT BE REFLECTED IN THE BALLOT O-N PROXYEDGE. | Non-Voting | |||||||
| 1. | Financial statements and annual report a) presentation of the corporate governance report and the remuneration report for the 2013 financial year b) presentation of the financial statements and annual report for the 2013 financial yea-r with the report of the supervisory board, the group financial statements, the group annual report, and the report pursuant to sections 289(4) and 315(4) o-f the German commercial code | Non-Voting | ||||||
| 2. | Resolution on the Appropriation of the Distributable profit. The distributable profit of EUR 1,300,223,787 shall be appropriated as follows: Payment of a dividend of EUR 7.25 per no-par share EUR 33,361,926.25 shall be carried forward ex-dividend and payable date: May 2, 2014 | Management | For | For | ||||
| 3. | Ratification of the Acts of the Board of MDs | Management | For | For | ||||
| 4. | Ratification of the Acts of the Supervisory Board | Management | For | For | ||||
| 5. | Resolution on the Approval of the Compensation System for the Members of the Board of MDs. The compensation system for the members of the Board of MDs shall be approved | Management | For | For | ||||
| 6.1 | Acquisition of own shares The company shall be authorized to acquire own shares of up to 10 pct. of its share capital at a price not more than 10 pct. above, nor more than 20 pct. below, the market price of the shares, on or before April 29, 2019. The Board of MDs shall be authorized to use the shares for all legally permissible purposes, especially to use the shares for the flotation of foreign stock exchanges or for mergers and acquisitions, to sell the shares to a third party in a manner other than the stock exchange or an offer to all shareholders, to use the shares for the fulfilment of option or conversion rights, to offer the shares to employees of the company and its affiliates, and to retire the shares | Management | For | For | ||||
| 6.2 | Resolution on the authorization to purchase and use own shares and the possibility of subscription and tender rights exclusion: The purchase is made by the-Board of Management aa) over the stock exchange or bb) by a letter addressed t-o all shareholders offer to buy or cc) by means of a addressed to all stockholders solicitation of sale offers (sale call), or dd) by a letter addressed to-all shareholders exchange offer for shares in a for purposes of Section 3 para-2 AktG boerse-listed company | Non-Voting | ||||||
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| 6.3 | Resolution on the authorization to purchase and use own shares and the possibility of subscription and tender rights exclusion: The Executive Board is authorized shares of the Company that are acquired on the basis of the above or previously granted authorizations or under paragraph 71d sentence 5 AktG and were- to use for all legally permissible purposes | Non-Voting | ||||||
| 6.4 | Resolution on the authorization to purchase and use own shares and the possibility of subscription and tender rights exclusion: The Supervisory Board is authorized shares of the Company acquired 71d sentence 5 AktG basis of the above-or previously granted authorizations or under paragraph or have been, be appropriated as follows: You can board members of the Company will pay for as allowance. This applies in particular to the extent that board members are obliged-under the rules to be allowance or to invest a part of the next billing variable remuneration in shares of the Company with blockage period. If this obligation relates to a portion of the variable remuneration, which is determined based on a multi-year basis, amounts to be agreed upon minimum holding period about two years, in all other cases, approximately four years. At the time of transmission or at the beginning of the measurement period of the respective variable allowance component on the board must consist. The details of the remuneration of Executive Board members are determined by the Supervisory Board. These include rules about the treatment of holding periods in special cases , such-as in retirement , unemployment or death | Non-Voting | ||||||
| 6.5 | Resolution on the authorization to purchase and use own shares and the possibility of subscription and tender rights exclusion: The price at which the treasury shares in accordance with lit when the authorization. c) aa is executed on-or sold in accordance lit. c ) cc to be sold , may have been identified by auction price of shares in the company at the Xetra trading on the Frankfurt Stock Exchange on the day of exchange introduction or binding agreement with the-third party is (excluding incidental costs) . In addition, in these cases the-sum of the shares sold, together with the shares , which were during the term-of this authorization under exclusion of subscription rights in direct or corresponding application of Section 186 paragraph 3 sentence issued or sold 4 Akt-G or issuable , the overall limit of 10% of the share capital is not about to- rise , neither at the time of this authorization becomes effective nor at the-time of the issue or the divestiture of the shares | Non-Voting | ||||||
| 6.6 | Resolution on the authorization to purchase and use own shares and the possibility of subscription and tender rights exclusion: If replaced by a comparable-successor system to the Xetra trading, also in this authorization, it takes the place of the Xetra trading system | Non-Voting | ||||||
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| 6.7 | Resolution on the authorization to purchase and use own shares and the possibility of subscription and tender rights exclusion: The authorizations in accordance with lit. c) and d) can one or more occasions, in whole or in part, individually or be exploited in common, the appropriations under clauses. c) bb, cc-, dd or ee also by dependent or majority owned by the company or companies on-their behalf or on behalf of the Company acting third party | Non-Voting | ||||||
| 6.8 | Resolution on the authorization to purchase and use own shares and the possibility of subscription and tender rights exclusion: The right of stockholders to-such shares of the Company shall be excluded insofar as these shares pursuant-to the authorizations in lit. c) aa, bb, cc, dd, ee or d) are used. About it,-the Management Board is authorized, in case of a divestiture of own shares by-offer to stockholders to grant the holders of bonds with conversion or option-rights issued by the Company or Group companies a right to purchase the share-s to the extent that as after exercising their conversion or option rights would be entitled, the subscription rights of stockholders is excluded to this ex-tent | Non-Voting | ||||||
| 6.9 | Resolution on the authorization to purchase and use own shares and the possibility of subscription and tender rights exclusion: The authorization is valid until 29 April 2019. Upon the effectiveness of this new authorization by the Annual General Meeting on 20 April 2011 decided authorization to acquire treasury shares cancelled | Non-Voting | ||||||
| 7.1 | Approval of the use of derivatives (call and put options) for the purpose of acquiring own shares as item 6 | Management | For | For | ||||
| 7.2 | Resolution on the authorization to purchase own shares using derivatives and f-or the possibility of subscription and tender rights exclusion: The use of derivatives may be used in one of the below aa ), bb ) or cc) or in a combination-of these possibilities take place : aa) The issuance or purchase of the derivatives can be performed via the Eurex Germany or LIFFE ( or comparable success-or system ) . In this case, the Company shall inform the stockholders before t-he planned issue or the proposed acquisition of the derivatives in the company-news. There can be different prices elected (without extra costs) to different expiration dates for the derivatives also with the simultaneous issuance or-time the same acquisition. bb) The issue of put options (put options ) , the purchase of call options ( call options) , the conclusion of forward purchase o-r a combination of these derivatives and their respective performance can also-be outside the specified under aa ) exchange performed when the in exercise o-f the derivatives have been acquired to the Company shares to be delivered before about the exchange to the stock exchange at the time of the then current s-tock exchange price of the shares in Xetra trading on the Frankfurt Stock Exchange . cc) The concluding option shops can be offered to all | Non-Voting | ||||||
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| stockholders publicly , or options business can with a bank or a company under section 53 paragraph 1 sentence 1 or section 53b para 1 sentence 1 or section 7 of the Banking-Act (KWG) methods businesses ( Issuing Company ) concluded with the obligation to offer all stockholders to purchase these options. The Company may, derivatives lit in the aforementioned cases . aa ) to cc ) only buy back each | ||||||||
| 7.3 | Resolution on the authorization to purchase own shares using derivatives and f-or the possibility of subscription and tender rights exclusion: The exercise p-rice of the options or may be used in fulfilment of forward purchases payable-purchase price (excluding incidental expenses) for one shares in the case of l-it. b ) aa and bb determined on the day of the conclusion of the derivative on-business by the auction price for shares in the company at the Xetra trading-on the Frankfurt Stock Exchange at most 10% more and be less than 20% . If own-shares using options is equal to that of the Company for the shares to be paid purchase price (excluding incidental expenses) agreed in the option exercise-price . The acquisition price paid by the Company for options ( no extra cost-) is not over and the premium received by the company realisable price for options may not be (without extra costs) under the established using recognized- theoretical market value of the option , in its determination of , among other-agreed exercise price must also be noted . The agreed by the Company in forward purchase forward rate should not be much above the theoretical futures price calculated using recognized actuarial methods to be considered in the determination of which , among other things , the current stock exchange price and the maturity of the forward purchase | Non-Voting | ||||||
| 7.4 | Resolution on the authorization to purchase own shares using derivatives and f-or the possibility of subscription and tender rights exclusion: The exercise p-rice of the options (no extra cost) for a share may, in the case of lit. b) cc-the arithmetic mean of the closing prices for shares in the company at the Xetra trading on the Frankfurt Stock Exchange on 5, 4 and 3 Over and below the trading day prior to the day of publication of the offer by more than 10% to mo-re than 20%. If the offer is over records to all stockholders, the tender rights of stockholders may be excluded insofar as the allocation will be based on-quotas. A preferred offer for the conclusion of option shops and a preferential allotment of options can be for small share amounts (options up to 100 share-s per shareholder) | Non-Voting | ||||||
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| 7.5 | Resolution on the authorization to purchase own shares using derivatives and f-or the possibility of subscription and tender rights exclusion: The term of the derivatives in each case is longer than 18 months and shall be so determined-that the acquisition of shares in the exercise of the derivatives later than-until 29. Takes place April 2019. The use of derivatives are allowed to own shares up to a maximum of 5% of the time the resolution of the General Meeting’s-share capital is acquired. Is that existing at the time of the initial capita-l is less exercising this authority, this shall prevail | Non-Voting | ||||||
| 7.6 | Resolution on the authorization to purchase own shares using derivatives and f-or the possibility of subscription and tender rights exclusion: Will the acquisition of treasury shares derivatives according to lit. b) aa or bb, the stock-holders in corresponding application of Section 186 paragraph 3 sentence 4 Akt-G no claim is to take out such derivative shops with society. A right of stock-holders to conclude derivative shops also have no, as according to lit the conclusion of derivative shops. b) cc is provided based a preferential offer or a-preferential allotment for the conclusion of derivative shops to small share- amounts. Stockholders have a right to tender their shares in the Company if the Company is only obliged them opposite from the derivative shops to purchase-the shares | Non-Voting | ||||||
| 7.7 | Resolution on the authorization to purchase own shares using derivatives and f-or the possibility of subscription and tender rights exclusion: The Company ma-y terminate the authorization in whole or in COMPONENTS, one or more times, for one or more purposes to exercise, but they can also be dependent or majority—owned by the Company or related companies for its or their behalf are run by-third parties | Non-Voting | ||||||
| 7.8 | Resolution on the authorization to purchase own shares using derivatives and f-or the possibility of subscription and tender rights exclusion: For the rest,-the provisos and the use of the authorization granted under agenda item 6 will-apply | Non-Voting | ||||||
| 8.1 | Election to the Supervisory Board: Ann-Kristin Achleitner | Management | For | For | ||||
| 8.2 | Election to the Supervisory Board: Benita Ferrero-Waldner | Management | For | For | ||||
| 8.3 | Election to the Supervisory Board: Ursula Gather | Management | For | For | ||||
| 8.4 | Election to the Supervisory Board: Peter Gruss | Management | For | For | ||||
| 8.5 | Election to the Supervisory Board: Gerd Haeusler | Management | For | For | ||||
| 8.6 | Election to the Supervisory Board: Henning Kagermann | Management | For | For | ||||
| 8.7 | Election to the Supervisory Board: Wolfgang Mayrhuber | Management | Against | Against | ||||
| 8.8 | Election to the Supervisory Board: Bernd Pischetsrieder | Management | For | For | ||||
| 8.9 | Election to the Supervisory Board: Anton van Rossum | Management | For | For | ||||
| 8.10 | Election to the Supervisory Board: Ron Sommer | Management | For | For | ||||
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| 9.1 | Resolution on the adjustment of existing profit transfer agreements: The agreement with the company’s wholly-owned subsidiary, Mr Beteiligungen 1 GmbH, on amendments to the existing profit transfer agreement shall be approved | Management | For | For | ||||
| 9.2 | Resolution on the adjustment of existing profit transfer agreements: The agreement with the company’s wholly-owned subsidiary, Silvanus Vermoegensverwaltungsgesellschaft mbH, on amendments to the existing profit transfer agreement shall be approved | Management | For | For | ||||
| 9.3 | Resolution on the adjustment of existing profit transfer agreements: The agreement with the company’s wholly-owned subsidiary, Mr Rent- Investment GmbH, on amendments to the existing profit transfer agreement shall be approved | Management | For | For | ||||
| 9.4 | Resolution on the adjustment of existing profit transfer agreements: The agreement with the company’s wholly-owned subsidiary, Mr Beteiligungen 14 GmbH, on amendments to the existing profit transfer agreement shall be approved | Management | For | For | ||||
| 9.5 | Resolution on the adjustment of existing profit transfer agreements: The agreement with the company’s wholly-owned subsidiary, Mr Beteiligungen 15 GmbH, on amendments to the existing profit transfer agreement shall be approved | Management | For | For | ||||
| 9.6 | Resolution on the adjustment of existing profit transfer agreements: The agreement with the company’s wholly-owned subsidiary, Mr Beteiligungen 16 GmbH, on amendments to the existing profit transfer agreement shall be approved | Management | For | For | ||||
| 9.7 | Resolution on the adjustment of existing profit transfer agreements: The agreement with the company’s wholly-owned subsidiary, Schloss Hohenkammer GmbH, on amendments to the existing profit transfer agreement shall be approved | Management | For | For | ||||
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| ABB LTD | ||||||
| Security | 000375204 | Meeting Type | Annual | |||
| Ticker Symbol | ABB | Meeting Date | 30-Apr-2014 | |||
| ISIN | US0003752047 | Agenda | 933974099 - Management | |||
Item | Proposal | Type | Vote | For/Against Management | ||||
| 2.1 | APPROVAL OF THE ANNUAL REPORT, THE CONSOLIDATED FINANCIAL STATEMENTS, AND THE ANNUAL FINANCIAL STATEMENTS FOR 2013 | Management | For | For | ||||
| 2.2 | CONSULTATIVE VOTE ON THE 2013 REMUNERATION REPORT | Management | For | For | ||||
| 3. | DISCHARGE OF THE BOARD OF DIRECTORS AND THE PERSONS ENTRUSTED WITH MANAGEMENT | Management | For | For | ||||
| 4. | APPROPRIATION OF AVAILABLE EARNINGS AND DISTRIBUTION OF CAPITAL CONTRIBUTION RESERVE | Management | For | For | ||||
| 5. | CREATION OF ADDITIONAL CONTINGENT SHARE CAPITAL IN CONNECTION WITH EMPLOYEE PARTICIPATION | Management | Against | Against | ||||
| 6. | REVISION OF THE ARTICLES OF INCORPORATION | Management | For | For | ||||
| 7.1 | ELECT ROGER AGNELLI AS MEMBER TO THE BOARD OF DIRECTOR | Management | For | For | ||||
| 7.2 | ELECT MATTI ALAHUHTA AS MEMBER TO THE BOARD OF DIRECTOR | Management | For | For | ||||
| 7.3 | ELECT LOUIS R. HUGHES AS MEMBER TO THE BOARD OF DIRECTOR | Management | For | For | ||||
| 7.4 | ELECT MICHEL DE ROSEN AS MEMBER TO THE BOARD OF DIRECTOR | Management | For | For | ||||
| 7.5 | ELECT MICHAEL TRESCHOW AS MEMBER TO THE BOARD OF DIRECTOR | Management | For | For | ||||
| 7.6 | ELECT JACOB WALLENBERG AS MEMBER TO THE BOARD OF DIRECTOR | Management | For | For | ||||
| 7.7 | ELECT YING YEH AS MEMBER TO THE BOARD OF DIRECTOR | Management | For | For | ||||
| 7.8 | ELECT HUBERTUS VON GRUNBERG AS MEMBER AND CHAIRMAN OF THE BOARD | Management | For | For | ||||
| 8.1 | ELECTIONS TO THE COMPENSATION COMMITTEE: MICHEL DE ROSEN | Management | For | For | ||||
| 8.2 | ELECTIONS TO THE COMPENSATION COMMITTEE: MICHEL TRESCHOW | Management | For | For | ||||
| 8.3 | ELECTIONS TO THE COMPENSATION COMMITTEE: YING YEH | Management | For | For | ||||
| 9. | ELECTION OF THE INDEPENDENT PROXY DR. HANS ZEHNDER | Management | For | For | ||||
| 10. | RE-ELECTION OF THE AUDITORS ERNST & YOUNG AG | Management | For | For | ||||
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| FLUOR CORPORATION | ||||||
| Security | 343412102 | Meeting Type | Annual | |||
| Ticker Symbol | FLR | Meeting Date | 01-May-2014 | |||
| ISIN | US3434121022 | Agenda | 933936556 - Management | |||
Item | Proposal | Type | Vote | For/Against Management | ||||
| 1A. | ELECTION OF DIRECTOR: PETER K. BARKER | Management | For | For | ||||
| 1B. | ELECTION OF DIRECTOR: ALAN M. BENNETT | Management | For | For | ||||
| 1C. | ELECTION OF DIRECTOR: ROSEMARY T. BERKERY | Management | For | For | ||||
| 1D. | ELECTION OF DIRECTOR: PETER J. FLUOR | Management | For | For | ||||
| 1E. | ELECTION OF DIRECTOR: JAMES T. HACKETT | Management | For | For | ||||
| 1F. | ELECTION OF DIRECTOR: DEBORAH D. MCWHINNEY | Management | For | For | ||||
| 1G. | ELECTION OF DIRECTOR: DEAN R. O’HARE | Management | For | For | ||||
| 1H. | ELECTION OF DIRECTOR: ARMANDO J. OLIVERA | Management | For | For | ||||
| 1I. | ELECTION OF DIRECTOR: JOSEPH W. PRUEHER | Management | For | For | ||||
| 1J. | ELECTION OF DIRECTOR: MATTHEW K. ROSE | Management | For | For | ||||
| 1K. | ELECTION OF DIRECTOR: DAVID T. SEATON | Management | For | For | ||||
| 1L. | ELECTION OF DIRECTOR: NADER H. SULTAN | Management | For | For | ||||
| 1M. | ELECTION OF DIRECTOR: LYNN C. SWANN | Management | For | For | ||||
| 2. | AN ADVISORY VOTE TO APPROVE THE COMPANY’S EXECUTIVE COMPENSATION. | Management | For | For | ||||
| 3. | THE APPROVAL OF THE FLUOR CORPORATION 2014 RESTRICTED STOCK PLAN FOR NON-EMPLOYEE DIRECTORS. | Management | For | For | ||||
| 4. | THE RATIFICATION OF THE APPOINTMENT BY OUR AUDIT COMMITTEE OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2014. | Management | For | For | ||||
| 5. | A STOCKHOLDER PROPOSAL FOR AN INDEPENDENT CHAIRMAN. | Shareholder | For | Against | ||||
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| CAPITAL ONE FINANCIAL CORPORATION | ||||||
| Security | 14040H105 | Meeting Type | Annual | |||
| Ticker Symbol | COF | Meeting Date | 01-May-2014 | |||
| ISIN | US14040H1059 | Agenda | 933942648 - Management | |||
Item | Proposal | Type | Vote | For/Against Management | ||||
| 1A. | ELECTION OF DIRECTOR: RICHARD D. FAIRBANK | Management | For | For | ||||
| 1B. | ELECTION OF DIRECTOR: PATRICK W. GROSS | Management | For | For | ||||
| 1C. | ELECTION OF DIRECTOR: ANN FRITZ HACKETT | Management | For | For | ||||
| 1D. | ELECTION OF DIRECTOR: LEWIS HAY, III | Management | For | For | ||||
| 1E. | ELECTION OF DIRECTOR: BENJAMIN P. JENKINS, III | Management | For | For | ||||
| 1F. | ELECTION OF DIRECTOR: PIERRE E. LEROY | Management | For | For | ||||
| 1G. | ELECTION OF DIRECTOR: PETER E. RASKIND | Management | For | For | ||||
| 1H. | ELECTION OF DIRECTOR: MAYO A. SHATTUCK III | Management | For | For | ||||
| 1I. | ELECTION OF DIRECTOR: BRADFORD H. WARNER | Management | For | For | ||||
| 1J. | ELECTION OF DIRECTOR: CATHERINE G. WEST | Management | For | For | ||||
| 2. | RATIFICATION OF SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS OF CAPITAL ONE FOR 2014. | Management | For | For | ||||
| 3. | APPROVAL OF CAPITAL ONE’S THIRD AMENDED AND RESTATED 2004 STOCK INCENTIVE PLAN. | Management | For | For | ||||
| 4. | ADVISORY APPROVAL OF CAPITAL ONE’S 2013 NAMED EXECUTIVE OFFICER COMPENSATION. | Management | For | For | ||||
| 5A. | APPROVAL OF AMENDMENTS TO CAPITAL ONE’S RESTATED CERTIFICATE OF INCORPORATION TO REMOVE SUPERMAJORITY VOTING STANDARDS APPLICABLE TO THE FOLLOWING ACTION: FUTURE AMENDMENTS TO THE AMENDED AND RESTATED BYLAWS AND THE RESTATED CERTIFICATE OF INCORPORATION. | Management | For | For | ||||
| 5B. | APPROVAL OF AMENDMENTS TO CAPITAL ONE’S RESTATED CERTIFICATE OF INCORPORATION TO REMOVE SUPERMAJORITY VOTING STANDARDS APPLICABLE TO THE FOLLOWING ACTION: REMOVING ANY DIRECTOR FROM OFFICE. | Management | For | For | ||||
| 5C. | APPROVAL OF AMENDMENTS TO CAPITAL ONE’S RESTATED CERTIFICATE OF INCORPORATION TO REMOVE SUPERMAJORITY VOTING STANDARDS APPLICABLE TO THE FOLLOWING ACTION: CERTAIN BUSINESS COMBINATIONS. | Management | For | For | ||||
| 6. | STOCKHOLDER PROPOSAL REGARDING AN INDEPENDENT BOARD CHAIRMAN, IF PRESENTED AT THE MEETING. | Shareholder | For | Against | ||||
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| SANOFI | ||||||
| Security | 80105N105 | Meeting Type | Annual | |||
| Ticker Symbol | SNY | Meeting Date | 05-May-2014 | |||
| ISIN | US80105N1054 | Agenda | 933971500 - Management | |||
Item | Proposal | Type | Vote | For/Against Management | ||||
| 1. | APPROVAL OF THE INDIVIDUAL COMPANY FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2013 | Management | For | For | ||||
| 2. | APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2013 | Management | For | For | ||||
| 3. | APPROPRIATION OF PROFITS; DECLARATION OF DIVIDEND | Management | For | For | ||||
| 4. | APPROVAL OF THE AGREEMENTS AND UNDERTAKINGS REFERRED TO IN ARTICLES L. 225-38 ET SEQ. OF THE FRENCH COMMERCIAL CODE | Management | For | For | ||||
| 5. | RENEWAL OF A DIRECTOR (CHRISTOPHER VIEHBACHER) | Management | For | For | ||||
| 6. | RENEWAL OF A DIRECTOR (ROBERT CASTAIGNE) | Management | For | For | ||||
| 7. | RENEWAL OF A DIRECTOR (CHRISTIAN MULLIEZ) | Management | For | For | ||||
| 8. | APPOINTMENT OF A DIRECTOR (PATRICK KRON) | Management | For | For | ||||
| 9. | ADVISORY VOTE ON THE ELEMENTS OF COMPENSATION DUE OR GRANTED TO MR. SERGE WEINBERG, CHAIRMAN OF THE BOARD OF DIRECTORS | Management | For | For | ||||
| 10. | ADVISORY VOTE ON THE ELEMENTS OF COMPENSATION DUE OR GRANTED TO CHRISTOPHER VIEHBACHER, CHIEF EXECUTIVE OFFICER | Management | For | For | ||||
| 11. | AUTHORIZATION TO THE BOARD OF DIRECTORS TO CARRY OUT TRANSACTIONS IN SHARES ISSUED BY THE COMPANY | Management | For | For | ||||
| 12. | POWERS FOR FORMALITIES | Management | For | For | ||||
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| SAIPEM SPA, SAN DONATO MILANESE | ||||||
| Security | T82000117 | Meeting Type | Ordinary General Meeting | |||
| Ticker Symbol | Meeting Date | 06-May-2014 | ||||
| ISIN | IT0000068525 | Agenda | 705162852 - Management | |||
Item | Proposal | Type | Vote | For/Against Management | ||||
| CMMT | PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 303039 DUE TO RECEIPT OF S-LATES OF DIRECTORS AND AUDITOR NAMES UNDER RESOLUTION 5 AND 8. ALL VOTES RECEI-VED ON THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUC-T ON THIS MEETING NOTICE. THANK YOU. | Non-Voting | ||||||
| CMMT | PLEASE NOTE THAT THE ITALIAN LANGUAGE AGENDA IS AVAILABLE BY CLICKING ON THE U-RL LINK: https://materials.proxyvote.com/Approved/99999 Z/19840101/NPS_199046.P-DF | Non-Voting | ||||||
| 1 | STATUTORY FINANCIAL STATEMENTS AT DECEMBER 31, 2013 OF SAIPEM S.P.A. RELEVANT DELIBERATIONS. PRESENTATION OF THE CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2013. REPORTS BY THE BOARD OF DIRECTORS, THE STATUTORY AUDITORS AND THE EXTERNAL AUDITORS | Management | ||||||
| 2 | ALLOCATION OF RESULT | Management | ||||||
| 3 | ESTABLISHING THE NUMBER OF BOARD DIRECTORS | Management | ||||||
| 4 | ESTABLISHING THE DURATION OF THE BOARD DIRECTORS’ MANDATE | Management | ||||||
| CMMT | PLEASE NOTE THAT ALTHOUGH THERE ARE 2 SLATES TO BE ELECTED AS DIRECTORS, THERE-IS ONLY 1 SLATE AVAILABLE TO BE FILLED AT THE MEETING. THE STANDING INSTRUCTI-ONS FOR THIS MEETING WILL BE DISABLED AND, IF YOU CHOOSE, YOU ARE REQUIRED TO-VOTE FOR ONLY 1 OF THE 2 SLATES. THANK YOU. | Non-Voting | ||||||
| 5.1 | PLEASE NOTE THAT THIS IS A SHAREHOLDERS’ PROPOSAL: APPOINTMENT OF BOARD DIRECTORS. LIST PRESENTED BY ENI REPRESENTING 42.924% OF COMPANY STOCK CAPITAL: FRANCESCO CARBONETTI (PRESIDENT CANDIDATE, INDEPENDENT), UMBERTO VERGINE, ENRICO LAGHI (INDEPENDENT), ROSARIO BIFULCO (INDEPENDENT), NELLA CIUCCARELLI (INDEPENDENT), FABRIZIO BARBIERI | Shareholder | ||||||
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| 5.2 | PLEASE NOTE THAT THIS IS A SHAREHOLDERS’ PROPOSAL: APPOINTMENT OF BOARD DIRECTORS. LIST PRESENTED BY SHAREHOLDERS REPRESENTING 1.298 % OF COMPANY STOCK CAPITAL: GUIDO GUZZETTI (INDEPENDENT), NICLA PICCHI (INDEPENDENT), FEDERICA FERRO-LUZZI (INDEPENDENT) | Shareholder | ||||||
| 6 | APPOINTMENT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS | Management | ||||||
| 7 | ESTABLISHING THE REMUNERATION OF BOARD DIRECTORS | Management | ||||||
| CMMT | PLEASE NOTE THAT ALTHOUGH THERE ARE 2 OPTIONS TO INDICATE A PREFERENCE ON THIS-RESOLUTION, ONLY ONE CAN BE SELECTED. THE STANDING INSTRUCTIONS FOR THIS MEET-ING WILL BE DISABLED AND, IF YOU CHOOSE, YOU ARE REQUIRED TO VOTE FOR ONLY 1 O-F THE 2 OPTIONS BELOW, YOUR OTHER VOTES MUST BE EITHER AGAINST OR ABSTAIN. THA-NK YOU. | Non-Voting | ||||||
| 8.1 | PLEASE NOTE THAT THIS IS A SHAREHOLDERS’ PROPOSAL: APPOINTMENT OF STATUTORY AUDITORS. LIST PRESENTED BY ENI REPRESENTING 42.924 % OF COMPANY STOCK CAPITAL: EFFECTIVE AUDITORS: ANNA GERVASONI, MASSIMO INVERNIZZI. ALTERNATE AUDITOR: ELISABETTA MARIA CORVI | Shareholder | ||||||
| 8.2 | PLEASE NOTE THAT THIS IS A SHAREHOLDERS’ PROPOSAL: APPOINTMENT OF STATUTORY AUDITORS. LIST PRESENTED BY SHAREHOLDERS REPRESENTING 1.298 % OF COMPANY STOCK CAPITAL: EFFECTIVE AUDITOR: MARIO BUSSO. ALTERNATE AUDITOR: PAOLO DOMENICO SFAMENI | Shareholder | ||||||
| 9 | APPOINTMENT OF THE CHAIRMAN OF THE BOARD OF STATUTORY AUDITORS | Management | ||||||
| 10 | ESTABLISHING THE REMUNERATION OF STATUTORY AUDITORS AND OF THE CHAIRMAN OF THE BOARD OF STATUTORY AUDITORS | Management | ||||||
| 11 | ADDITIONAL FEES TO THE EXTERNAL AUDITORS | Management | ||||||
| 12 | NEW LONG-TERM MONETARY INCENTIVE PLAN | Management | ||||||
| 13 | REMUNERATION REPORT: REMUNERATION POLICY | Management | ||||||
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| RECKITT BENCKISER GROUP PLC, SLOUGH | ||||||
| Security | G74079107 | Meeting Type | Annual General Meeting | |||
| Ticker Symbol | Meeting Date | 07-May-2014 | ||||
| ISIN | GB00B24CGK77 | Agenda | 705110257 - Management | |||
Item | Proposal | Type | Vote | For/Against Management | ||||
| 1 | THAT THE COMPANY’S ACCOUNTS AND THE REPORTS OF THE DIRECTORS AND THE AUDITORS FOR THE YEAR ENDED 31 DECEMBER 2013 BE RECEIVED | Management | For | For | ||||
| 2 | THAT THE DIRECTORS’ REMUNERATION POLICY AS SET OUT ON PAGES 35 TO 40 OF THE ANNUAL REPORT FOR THE YEAR ENDED 31 DECEMBER 2013 BE APPROVED | Management | Against | Against | ||||
| 3 | THAT THE DIRECTORS’ REMUNERATION REPORT (EXCLUDING THE DIRECTORS’ REMUNERATION POLICY) FOR THE YEAR ENDED 31 DECEMBER 2013 BE APPROVED | Management | Against | Against | ||||
| 4 | THAT THE FINAL DIVIDEND RECOMMENDED BY THE DIRECTORS OF 77P PER ORDINARY SHARE FOR THE YEAR ENDED 31 DECEMBER 2013 BE DECLARED PAYABLE AND PAID ON 29 MAY 2014 TO ALL SHAREHOLDERS ON THE REGISTER AT THE CLOSE OF BUSINESS ON 21 FEBRUARY 2014 | Management | For | For | ||||
| 5 | THAT ADRIAN BELLAMY (MEMBER OF THE NOMINATION AND REMUNERATION COMMITTEES) BE RE-ELECTED AS A DIRECTOR | Management | For | For | ||||
| 6 | THAT PETER HARF (MEMBER OF THE NOMINATION COMMITTEE) BE RE-ELECTED AS A DIRECTOR | Management | For | For | ||||
| 7 | THAT ADRIAN HENNAH BE RE-ELECTED AS A DIRECTOR | Management | For | For | ||||
| 8 | THAT KENNETH HYDON (MEMBER OF THE AUDIT AND NOMINATION COMMITTEES) BE RE-ELECTED AS A DIRECTOR | Management | For | For | ||||
| 9 | THAT RAKESH KAPOOR (MEMBER OF THE NOMINATION COMMITTEE) BE RE-ELECTED AS A DIRECTOR | Management | For | For | ||||
| 10 | THAT ANDRE LACROIX (MEMBER OF THE AUDIT AND NOMINATION COMMITTEES) BE RE-ELECTED AS A DIRECTOR | Management | For | For | ||||
| 11 | THAT JUDITH SPRIESER (MEMBER OF THE NOMINATION AND REMUNERATION COMMITTEES) BE RE-ELECTED AS A DIRECTOR | Management | For | For | ||||
| 12 | THAT WARREN TUCKER (MEMBER OF THE AUDIT AND NOMINATION COMMITTEES) BE RE-ELECTED AS A DIRECTOR | Management | For | For | ||||
| 13 | THAT NICANDRO DURANTE (MEMBER OF THE NOMINATION COMMITTEE), WHO WAS APPOINTED TO THE BOARD SINCE THE DATE OF THE LAST AGM, BE ELECTED AS A DIRECTOR | Management | For | For | ||||
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| 14 | THAT PRICEWATERHOUSECOOPERS LLP BE RE-APPOINTED AUDITORS OF THE COMPANY TO HOLD OFFICE UNTIL THE CONCLUSION OF THE NEXT GENERAL MEETING AT WHICH ACCOUNTS ARE LAID BEFORE THE COMPANY | Management | For | For | ||||
| 15 | THAT THE DIRECTORS BE AUTHORISED TO FIX THE REMUNERATION OF THE AUDITORS | Management | For | For | ||||
| 16 | THAT IN ACCORDANCE WITH S366 AND S367 OF THE COMPANIES ACT 2006 (THE 2006 ACT) THE COMPANY AND ANY UK REGISTERED COMPANY WHICH IS OR BECOMES A SUBSIDIARY OF THE COMPANY DURING THE PERIOD TO WHICH THIS RESOLUTION RELATES BE AUTHORISED TO: A) MAKE POLITICAL DONATIONS TO POLITICAL PARTIES AND/OR INDEPENDENT ELECTION CANDIDATES UP TO A TOTAL AGGREGATE AMOUNT OF GBP 50,000; B) MAKE POLITICAL DONATIONS TO POLITICAL ORGANISATIONS OTHER THAN POLITICAL PARTIES UP TO A TOTAL AGGREGATE AMOUNT OF GBP 50,000; AND C) INCUR POLITICAL EXPENDITURE UP TO A TOTAL AGGREGATE AMOUNT OF GBP 50,000 DURING THE PERIOD FROM THE DATE OF THIS RESOLUTION UNTIL THE CONCLUSION OF THE NEXT AGM OF THE COMPANY IN 2015, PROVIDED THAT THE TOTAL AGGREGATE AMOUNT OF ALL SUCH DONATIONS AND EXPENDITURE INCURRED BY THE COMPANY AND ITS UK SUBSIDIARIES IN SUCH CONTD | Management | For | For | ||||
| CONT | CONTD PERIOD SHALL NOT EXCEED GBP 50,000. FOR THE PURPOSE OF THIS RESOLUTION,-THE TERMS ‘POLITICAL DONATIONS’, ‘POLITICAL PARTIES’, ‘INDEPENDENT ELECTION-CANDIDATES’, ‘POLITICAL ORGANISATIONS’ AND ‘POLITICAL EXPENDITURE’ HAVE THE- MEANINGS SET OUT IN S363 TO S365 OF THE 2006 ACT | Non-Voting | ||||||
| 17 | THAT THE DIRECTORS BE GENERALLY AND UNCONDITIONALLY AUTHORISED TO EXERCISE ALL THE POWERS OF THE COMPANY TO ALLOT SHARES OR GRANT RIGHTS TO SUBSCRIBE FOR OR CONVERT ANY SECURITY INTO SHARES OF THE COMPANY UP TO AN AGGREGATE NOMINAL AMOUNT OF GBP 20,800,000 AND SO THAT THE DIRECTORS MAY IMPOSE ANY LIMITS OR RESTRICTIONS AND MAKE ANY ARRANGEMENTS WHICH IT CONSIDERS NECESSARY OR APPROPRIATE TO DEAL WITH TREASURY SHARES, FRACTIONAL ENTITLEMENTS, RECORD DATES, LEGAL, REGULATORY OR PRACTICAL PROBLEMS IN, OR UNDER THE LAWS OF, ANY TERRITORY OR ANY OTHER MATTER, SUCH AUTHORITIES TO APPLY UNTIL THE END OF | Management | For | For | ||||
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| NEXT YEAR’S AGM (OR, IF EARLIER, UNTIL THE CLOSE OF BUSINESS ON 30 JUNE 2015), SAVE THAT UNDER SUCH AUTHORITY THE COMPANY MAY MAKE OFFERS AND ENTER INTO AGREEMENTS DURING THE RELEVANT PERIOD WHICH WOULD, OR MIGHT, REQUIRE SHARES CONTD | ||||||||
| CONT | CONTD TO BE ALLOTTED OR RIGHTS TO SUBSCRIBE FOR OR CONVERT SECURITIES INTO-SHARES TO BE GRANTED AFTER THE AUTHORITY ENDS AND THE DIRECTORS MAY ALLOT-SHARES OR GRANT RIGHTS TO SUBSCRIBE FOR OR CONVERT SECURITIES INTO SHARES-UNDER ANY SUCH OFFER OR AGREEMENT AS IF THE AUTHORITY HAD NOT ENDED | Non-Voting | ||||||
| 18 | THAT IF RESOLUTION 17 IS PASSED, THE DIRECTORS BE GIVEN POWER TO ALLOT EQUITY SECURITIES (AS DEFINED IN THE 2006 ACT) FOR CASH UNDER THE AUTHORITY GIVEN BY THAT RESOLUTION AND/OR TO SELL ORDINARY SHARES HELD BY THE COMPANY AS TREASURY SHARES FOR CASH AS IF S561 OF THE 2006 ACT DID NOT APPLY TO ANY SUCH ALLOTMENT OR SALE, SUCH POWER TO BE LIMITED: A) TO THE ALLOTMENT OF EQUITY SECURITIES AND SALE OF TREASURY SHARES FOR CASH IN CONNECTION WITH AN OFFER OF, OR INVITATION TO APPLY FOR, EQUITY SECURITIES TO SHAREHOLDERS IN PROPORTION (AS NEARLY AS MAY BE PRACTICABLE) TO THEIR EXISTING HOLDINGS AND THAT THE DIRECTORS MAY IMPOSE ANY LIMITS OR RESTRICTIONS AND MAKE ANY ARRANGEMENTS WHICH THEY CONSIDER NECESSARY OR APPROPRIATE TO DEAL WITH TREASURY SHARES, FRACTIONAL ENTITLEMENTS, RECORD DATES, LEGAL, REGULATORY OR PRACTICAL CONTD | Management | For | For | ||||
| CONT | CONTD PROBLEMS IN, OR UNDER THE LAWS OF, ANY TERRITORY OR ANY OTHER MATTER;-AND B) IN THE CASE OF THE AUTHORITY GRANTED UNDER PARAGRAPH (A) OF THIS-RESOLUTION AND/OR IN THE CASE OF ANY TRANSFER OF TREASURY SHARES WHICH IS-TREATED AS AN ALLOTMENT OF EQUITY SECURITIES UNDER S560(3) OF THE 2006 ACT,-TO THE ALLOTMENT (OTHERWISE THAN UNDER PARAGRAPH (A) ABOVE) OF EQUITY- SECURITIES UP TO A NOMINAL AMOUNT OF GBP 3,500,000 SUCH POWER TO APPLY UNTIL-THE END OF NEXT YEAR’S AGM (OR, IF EARLIER, UNTIL THE CLOSE OF BUSINESS ON 30-JUNE 2015) BUT DURING THIS PERIOD THE COMPANY MAY MAKE OFFERS, AND ENTER INTO-AGREEMENTS, WHICH WOULD, OR MIGHT, REQUIRE EQUITY SECURITIES TO BE ALLOTTED-(AND TREASURY SHARES TO BE SOLD) AFTER THE POWER ENDS AND THE DIRECTORS MAY-ALLOT EQUITY SECURITIES UNDER ANY SUCH OFFER OR AGREEMENT AS IF THE POWER HAD-CONTD | Non-Voting | ||||||
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| CONT | CONTD NOT EXPIRED | Non-Voting | ||||||
| 19 | THAT THE COMPANY BE AND IT IS HEREBY GENERALLY AND UNCONDITIONALLY AUTHORISED FOR THE PURPOSES OF S701 OF THE 2006 ACT TO MAKE MARKET PURCHASES (WITHIN THE MEANING OF S693(4) OF THE 2006 ACT) OF ORDINARY SHARES OF 10P EACH IN THE CAPITAL OF THE COMPANY (ORDINARY SHARES) PROVIDED THAT: A) THE MAXIMUM NUMBER OF ORDINARY SHARES WHICH MAY BE PURCHASED IS 73,000,000 ORDINARY SHARES (REPRESENTING LESS THAN 10% OF THE COMPANY’S ISSUED ORDINARY SHARE CAPITAL AS AT 7 MARCH 2014); B) THE MAXIMUM PRICE AT WHICH ORDINARY SHARES MAY BE PURCHASED IS AN AMOUNT EQUAL TO THE HIGHER OF (I) 5% ABOVE THE AVERAGE OF THE MIDDLE MARKET QUOTATIONS FOR THE ORDINARY SHARES AS TAKEN FROM THE LONDON STOCK EXCHANGE DAILY OFFICIAL LIST FOR THE FIVE BUSINESS DAYS PRECEDING THE DATE OF PURCHASE; AND (II) THAT STIPULATED BY ARTICLE 5(1) OF THE EU CONTD | Management | For | For | ||||
| CONT | CONTD BUYBACK AND STABILISATION REGULATIONS 2003 (NO. 2273/2003); AND THE-MINIMUM PRICE IS 10P PER ORDINARY SHARE, IN BOTH CASES EXCLUSIVE OF EXPENSES;-C) THE AUTHORITY TO PURCHASE CONFERRED BY THIS RESOLUTION SHALL EXPIRE ON THE- EARLIER OF 30 JUNE 2015 OR ON THE DATE OF THE AGM OF THE COMPANY IN 2015 SAVE-THAT THE COMPANY MAY, BEFORE SUCH EXPIRY, ENTER INTO A CONTRACT TO PURCHASE-ORDINARY SHARES UNDER WHICH SUCH PURCHASE WILL OR MAY BE COMPLETED OR-EXECUTED WHOLLY OR PARTLY AFTER THE EXPIRATION OF THIS AUTHORITY AND MAY MAKE-A PURCHASE OF ORDINARY SHARES IN PURSUANCE OF ANY SUCH CONTRACT; AND D) ALL- ORDINARY SHARES PURCHASED PURSUANT TO THE SAID AUTHORITY SHALL BE EITHER: I)-CANCELLED IMMEDIATELY UPON COMPLETION OF THE PURCHASE; OR II) HELD, SOLD,-TRANSFERRED OR OTHERWISE DEALT WITH AS TREASURY SHARES IN ACCORDANCE WITH-CONTD | Non-Voting | ||||||
| CONT | CONTD THE PROVISIONS OF THE 2006 ACT | Non-Voting | ||||||
| 20 | THAT A GENERAL MEETING OTHER THAN AN AGM MAY BE CALLED ON NOT LESS THAN 14 CLEAR DAYS’ NOTICE | Management | Against | Against | ||||
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| PHILLIPS 66 | ||||||
| Security | 718546104 | Meeting Type | Annual | |||
| Ticker Symbol | PSX | Meeting Date | 07-May-2014 | |||
| ISIN | US7185461040 | Agenda | 933944010 - Management | |||
Item | Proposal | Type | Vote | For/Against Management | ||||
| 1A. | ELECTION OF DIRECTOR: WILLIAM R. LOOMIS, JR. | Management | For | For | ||||
| 1B. | ELECTION OF DIRECTOR: GLENN F. TILTON | Management | For | For | ||||
| 1C. | ELECTION OF DIRECTOR: MARNA C. WHITTINGTON | Management | For | For | ||||
| 2. | PROPOSAL TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR PHILLIPS 66 FOR 2014. | Management | For | For | ||||
| 3. | SAY ON PAY - AN ADVISORY (NON-BINDING) VOTE ON THE APPROVAL OF EXECUTIVE COMPENSATION. | Management | Against | Against | ||||
| 4. | GREENHOUSE GAS REDUCTION GOALS. | Shareholder | Against | For | ||||
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| PEPSICO, INC. | ||||||
| Security | 713448108 | Meeting Type | Annual | |||
| Ticker Symbol | PEP | Meeting Date | 07-May-2014 | |||
| ISIN | US7134481081 | Agenda | 933945860 - Management | |||
Item | Proposal | Type | Vote | For/Against Management | ||||
| 1A. | ELECTION OF DIRECTOR: SHONA L. BROWN | Management | For | For | ||||
| 1B. | ELECTION OF DIRECTOR: GEORGE W. BUCKLEY | Management | For | For | ||||
| 1C. | ELECTION OF DIRECTOR: IAN M. COOK | Management | For | For | ||||
| 1D. | ELECTION OF DIRECTOR: DINA DUBLON | Management | For | For | ||||
| 1E. | ELECTION OF DIRECTOR: RONA A. FAIRHEAD | Management | For | For | ||||
| 1F. | ELECTION OF DIRECTOR: RAY L. HUNT | Management | For | For | ||||
| 1G. | ELECTION OF DIRECTOR: ALBERTO IBARGUEN | Management | For | For | ||||
| 1H. | ELECTION OF DIRECTOR: INDRA K. NOOYI | Management | For | For | ||||
| 1I. | ELECTION OF DIRECTOR: SHARON PERCY ROCKEFELLER | Management | For | For | ||||
| 1J. | ELECTION OF DIRECTOR: JAMES J. SCHIRO | Management | For | For | ||||
| 1K. | ELECTION OF DIRECTOR: LLOYD G. TROTTER | Management | For | For | ||||
| 1L. | ELECTION OF DIRECTOR: DANIEL VASELLA | Management | For | For | ||||
| 1M. | ELECTION OF DIRECTOR: ALBERTO WEISSER | Management | For | For | ||||
| 2. | RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR FISCAL YEAR 2014. | Management | For | For | ||||
| 3. | ADVISORY APPROVAL OF THE COMPANY’S EXECUTIVE COMPENSATION. | Management | For | For | ||||
| 4. | APPROVAL OF THE MATERIAL TERMS OF THE PERFORMANCE GOALS OF THE PEPSICO, INC. EXECUTIVE INCENTIVE COMPENSATION PLAN. | Management | For | For | ||||
| 5. | POLICY REGARDING APPROVAL OF POLITICAL CONTRIBUTIONS. | Shareholder | Against | For | ||||
| 6. | POLICY REGARDING EXECUTIVE RETENTION OF STOCK. | Shareholder | Against | For | ||||
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| BANK OF AMERICA CORPORATION | ||||||
| Security | 060505104 | Meeting Type | Annual | |||
| Ticker Symbol | BAC | Meeting Date | 07-May-2014 | |||
| ISIN | US0605051046 | Agenda | 933948070 - Management | |||
Item | Proposal | Type | Vote | For/Against Management | ||||
| 1A. | ELECTION OF DIRECTOR: SHARON L. ALLEN | Management | For | For | ||||
| 1B. | ELECTION OF DIRECTOR: SUSAN S. BIES | Management | For | For | ||||
| 1C. | ELECTION OF DIRECTOR: JACK O. BOVENDER, JR. | Management | For | For | ||||
| 1D. | ELECTION OF DIRECTOR: FRANK P. BRAMBLE, SR. | Management | For | For | ||||
| 1E. | ELECTION OF DIRECTOR: PIERRE J.P. DE WECK | Management | For | For | ||||
| 1F. | ELECTION OF DIRECTOR: ARNOLD W. DONALD | Management | For | For | ||||
| 1G. | ELECTION OF DIRECTOR: CHARLES K. GIFFORD | Management | For | For | ||||
| 1H. | ELECTION OF DIRECTOR: CHARLES O. HOLLIDAY, JR. | Management | For | For | ||||
| 1I. | ELECTION OF DIRECTOR: LINDA P. HUDSON | Management | For | For | ||||
| 1J. | ELECTION OF DIRECTOR: MONICA C. LOZANO | Management | For | For | ||||
| 1K. | ELECTION OF DIRECTOR: THOMAS J. MAY | Management | For | For | ||||
| 1L. | ELECTION OF DIRECTOR: BRIAN T. MOYNIHAN | Management | For | For | ||||
| 1M. | ELECTION OF DIRECTOR: LIONEL L. NOWELL, III | Management | For | For | ||||
| 1N. | ELECTION OF DIRECTOR: CLAYTON S. ROSE | Management | For | For | ||||
| 1O. | ELECTION OF DIRECTOR: R. DAVID YOST | Management | For | For | ||||
| 2. | AN ADVISORY (NON-BINDING) RESOLUTION TO APPROVE EXECUTIVE COMPENSATION (SAY ON PAY). | Management | For | For | ||||
| 3. | RATIFICATION OF THE APPOINTMENT OF OUR REGISTERED INDEPENDENT PUBLIC ACCOUNTING FIRM FOR 2014. | Management | For | For | ||||
| 4. | APPROVAL OF AMENDMENT TO THE SERIES T PREFERRED STOCK. | Management | For | For | ||||
| 5. | STOCKHOLDER PROPOSAL - CUMULATIVE VOTING IN DIRECTOR ELECTIONS. | Shareholder | Against | For | ||||
| 6. | STOCKHOLDER PROPOSAL - PROXY ACCESS. | Shareholder | Against | For | ||||
| 7. | STOCKHOLDER PROPOSAL - CLIMATE CHANGE REPORT. | Shareholder | Against | For | ||||
| 8. | STOCKHOLDER PROPOSAL - LOBBYING REPORT. | Shareholder | For | Against | ||||
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| CSX CORPORATION | ||||||
| Security | 126408103 | Meeting Type | Annual | |||
| Ticker Symbol | CSX | Meeting Date | 07-May-2014 | |||
| ISIN | US1264081035 | Agenda | 933951914 - Management | |||
Item | Proposal | Type | Vote | For/Against Management | ||||
| 1A. | ELECTION OF DIRECTOR: D.M. ALVARADO | Management | For | For | ||||
| 1B. | ELECTION OF DIRECTOR: J.B. BREAUX | Management | For | For | ||||
| 1C. | ELECTION OF DIRECTOR: P.L. CARTER | Management | For | For | ||||
| 1D. | ELECTION OF DIRECTOR: S.T. HALVERSON | Management | For | For | ||||
| 1E. | ELECTION OF DIRECTOR: E.J. KELLY, III | Management | For | For | ||||
| 1F. | ELECTION OF DIRECTOR: G.H. LAMPHERE | Management | For | For | ||||
| 1G. | ELECTION OF DIRECTOR: J.D. MCPHERSON | Management | For | For | ||||
| 1H. | ELECTION OF DIRECTOR: T.T. O’TOOLE | Management | For | For | ||||
| 1I. | ELECTION OF DIRECTOR: D.M. RATCLIFFE | Management | For | For | ||||
| 1J. | ELECTION OF DIRECTOR: D.J. SHEPARD | Management | For | For | ||||
| 1K. | ELECTION OF DIRECTOR: M.J. WARD | Management | For | For | ||||
| 1L. | ELECTION OF DIRECTOR: J.C. WATTS, JR. | Management | For | For | ||||
| 1M. | ELECTION OF DIRECTOR: J.S. WHISLER | Management | For | For | ||||
| 2. | THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2014. | Management | For | For | ||||
| 3. | ADVISORY RESOLUTION TO APPROVE COMPENSATION FOR THE COMPANY’S NAMED EXECUTIVE OFFICERS. | Management | For | For | ||||
| 4. | SHAREHOLDER PROPOSAL REQUESTING ACTION BY THE BOARD OF DIRECTORS TO ALLOW SHAREHOLDERS TO ACT BY WRITTEN CONSENT. | Shareholder | For | Against | ||||
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| CONSOL ENERGY INC. | ||||||
| Security | 20854P109 | Meeting Type | Annual | |||
| Ticker Symbol | CNX | Meeting Date | 07-May-2014 | |||
| ISIN | US20854P1093 | Agenda | 933958526 - Management | |||
Item | Proposal | Type | Vote | For/Against Management | ||||
| 1. | DIRECTOR | Management | ||||||
1 J. BRETT HARVEY | For | For | ||||||
2 NICHOLAS J. DEIULIIS | For | For | ||||||
3 PHILIP W. BAXTER | For | For | ||||||
4 JAMES E. ALTMEYER, SR. | For | For | ||||||
5 ALVIN R. CARPENTER | For | For | ||||||
6 WILLIAM E. DAVIS | For | For | ||||||
7 RAJ K. GUPTA | For | For | ||||||
8 DAVID C. HARDESTY, JR. | For | For | ||||||
9 MAUREEN E. LALLY-GREEN | For | For | ||||||
10 JOHN T. MILLS | For | For | ||||||
11 WILLIAM P. POWELL | For | For | ||||||
12 JOSEPH T. WILLIAMS | For | For | ||||||
| 2 | RATIFICATION OF ANTICIPATED SELECTION OF INDEPENDENT AUDITOR: ERNST & YOUNG LLP. | Management | For | For | ||||
| 3 | APPROVAL OF COMPENSATION PAID IN 2013 TO CONSOL ENERGY INC.‘S NAMED EXECUTIVES. | Management | For | For | ||||
| 4 | A SHAREHOLDER PROPOSAL REGARDING POLITICAL CONTRIBUTIONS. | Shareholder | Against | For | ||||
| 5 | A SHAREHOLDER PROPOSAL REGARDING A CLIMATE CHANGE REPORT. | Shareholder | Against | For | ||||
| 6 | A SHAREHOLDER PROPOSAL REGARDING AN INDEPENDENT BOARD CHAIRMAN. | Shareholder | For | Against | ||||
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| TENARIS, S.A. | ||||||
| Security | 88031M109 | Meeting Type | Annual | |||
| Ticker Symbol | TS | Meeting Date | 07-May-2014 | |||
| ISIN | US88031M1099 | Agenda | 933959744 - Management | |||
Item | Proposal | Type | Vote | For/Against Management | ||||
| 1. | CONSIDERATION OF THE CONSOLIDATED MANAGEMENT REPORT AND RELATED MANAGEMENT CERTIFICATIONS ON THE COMPANY’S CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE YEAR ENDED 31 DECEMBER 2013, AND ON THE ANNUAL ACCOUNTS AS AT 31 DECEMBER 2013, AND OF THE INDEPENDENT AUDITORS’ REPORTS ON SUCH CONSOLIDATED FINANCIAL STATEMENTS AND ANNUAL ACCOUNTS. | Management | For | |||||
| 2. | APPROVAL OF THE COMPANY’S CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE YEAR ENDED 31 DECEMBER 2013. | Management | For | |||||
| 3. | APPROVAL OF THE COMPANY’S ANNUAL ACCOUNTS AS OF 31 DECEMBER 2013. | Management | For | |||||
| 4. | ALLOCATION OF RESULTS AND APPROVAL OF DIVIDEND PAYMENT FOR THE YEAR ENDED 31 DECEMBER 2013. | Management | For | |||||
| 5. | DISCHARGE OF THE MEMBERS OF THE BOARD OF DIRECTORS FOR THE EXERCISE OF THEIR MANDATE DURING THE YEAR ENDED 31 DECEMBER 2013. | Management | For | |||||
| 6. | ELECTION OF MEMBERS OF THE BOARD OF DIRECTORS. | Management | Against | |||||
| 7. | COMPENSATION OF MEMBERS OF THE BOARD OF DIRECTORS. | Management | For | |||||
| 8. | APPOINTMENT OF THE INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING 31 DECEMBER 2014, AND APPROVAL OF THEIR FEES. | Management | For | |||||
| 9. | AUTHORIZATION TO THE BOARD OF DIRECTORS TO CAUSE THE DISTRIBUTION OF ALL SHAREHOLDER COMMUNICATIONS, INCLUDING ITS SHAREHOLDER MEETING AND PROXY MATERIALS AND ANNUAL REPORTS TO SHAREHOLDERS, BY SUCH ELECTRONIC MEANS AS IS PERMITTED BY ANY APPLICABLE LAWS OR REGULATIONS. | Management | For | |||||
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| UBS AG | ||||||
| Security | H89231338 | Meeting Type | Annual | |||
| Ticker Symbol | UBS | Meeting Date | 07-May-2014 | |||
| ISIN | CH0024899483 | Agenda | 933966371 - Management | |||
Item | Proposal | Type | Vote | For/Against Management | ||||
| 1A | APPROVAL OF THE ANNUAL REPORT AND GROUP AND PARENT BANK FINANCIAL STATEMENTS | Management | For | For | ||||
| 1B | ADVISORY VOTE ON THE COMPENSATION REPORT 2013 | Management | For | For | ||||
| 2. | APPROPRIATION OF RETAINED EARNINGS AND DISTRIBUTION | Management | For | For | ||||
| 3. | DISCHARGE OF THE MEMBERS OF THE BOARD OF DIRECTORS AND THE GROUP EXECUTIVE BOARD FOR THE FINANCIAL YEAR 2013 | Management | Against | Against | ||||
| 4. | AMENDMENTS TO THE ARTICLES OF ASSOCIATION IN ACCORDANCE WITH THE NEW ORDINANCE AGAINST EXCESSIVE COMPENSATION IN LISTED STOCK CORPORATIONS | Management | Against | Against | ||||
| 5. | ADVISORY VOTE ON THE EU CAPITAL REQUIREMENTS DIRECTIVE OF 2013 (CRD IV) | Management | For | For | ||||
| 6AA | RE-ELECTION OF MEMBER OF THE BOARD OF DIRECTOR: AXEL A. WEBER AS CHAIRMAN OF THE BOARD OF DIRECTORS | Management | For | For | ||||
| 6AB | RE-ELECTION OF MEMBER OF THE BOARD OF DIRECTOR: MICHEL DEMARE | Management | For | For | ||||
| 6AC | RE-ELECTION OF MEMBER OF THE BOARD OF DIRECTOR: DAVID SIDWELL | Management | For | For | ||||
| 6AD | RE-ELECTION OF MEMBER OF THE BOARD OF DIRECTOR: RETO FRANCIONI | Management | For | For | ||||
| 6AE | RE-ELECTION OF MEMBER OF THE BOARD OF DIRECTOR: ANN F. GODBEHERE | Management | For | For | ||||
| 6AF | RE-ELECTION OF MEMBER OF THE BOARD OF DIRECTOR: AXEL P. LEHMANN | Management | For | For | ||||
| 6AG | RE-ELECTION OF MEMBER OF THE BOARD OF DIRECTOR: HELMUT PANKE | Management | For | For | ||||
| 6AH | RE-ELECTION OF MEMBER OF THE BOARD OF DIRECTOR: WILLIAM G. PARRETT | Management | For | For | ||||
| 6AI | RE-ELECTION OF MEMBER OF THE BOARD OF DIRECTOR: ISABELLE ROMY | Management | For | For | ||||
| 6AJ | RE-ELECTION OF MEMBER OF THE BOARD OF DIRECTOR: BEATRICE WEDER DI MAURO | Management | For | For | ||||
| 6AK | RE-ELECTION OF MEMBER OF THE BOARD OF DIRECTOR: JOSEPH YAM | Management | For | For | ||||
| 6BA | ELECTION OF MEMBER OF THE HUMAN RESOURCES AND COMPENSATION COMMITTEE: ANN F. GODBEHERE | Management | For | For | ||||
| 6BB | ELECTION OF MEMBER OF THE HUMAN RESOURCES AND COMPENSATION COMMITTEE: MICHEL DEMARE | Management | For | For | ||||
| 6BC | ELECTION OF MEMBER OF THE HUMAN RESOURCES AND COMPENSATION COMMITTEE: HELMUT PANKE | Management | For | For | ||||
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| 6BD | ELECTION OF MEMBER OF THE HUMAN RESOURCES AND COMPENSATION COMMITTEE: RETO FRANCIONI | Management | For | For | ||||
| 6C | ELECTION OF THE INDEPENDENT PROXY, ADB ALTORFER DUSS & BEILSTEIN AG, ZURICH | Management | For | For | ||||
| 6D | RE-ELECTION OF THE AUDITORS, ERNST & YOUNG LTD, BASEL | Management | For | For | ||||
| 7. | INSTRUCTION ON THE EXERCISE OF VOTING RIGHTS FOR AD-HOC MOTIONS IN THE EVENT OF ADDITIONAL OR AMENDED MOTIONS TO THE PUBLISHED AGENDA ITEMS BEING PUT TO THE VOTE AT THE GENERAL MEETING, I INSTRUCT THE INDEPENDENT PROXY TO ACT AS FOLLOWS: VOTE IN ACCORDANCE WITH THE PROPOSAL OF THE BOARD OF DIRECTORS IN CASE OF AN AD-HOC MOTION; VOTE AGAINST THE PROPOSAL OF THE BOARD OF DIRECTORS IN CASE OF AN AD-HOC MOTION; ABSTAIN IN CASE OF AN AD-HOC MOTION | Management | Against | Against | ||||
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| TENARIS, S.A. | ||||||
| Security | 88031M109 | Meeting Type | Annual | |||
| Ticker Symbol | TS | Meeting Date | 07-May-2014 | |||
| ISIN | US88031M1099 | Agenda | 934001607 - Management | |||
Item | Proposal | Type | Vote | For/Against Management | ||||
| 1. | CONSIDERATION OF THE CONSOLIDATED MANAGEMENT REPORT AND RELATED MANAGEMENT CERTIFICATIONS ON THE COMPANY’S CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE YEAR ENDED 31 DECEMBER 2013, AND ON THE ANNUAL ACCOUNTS AS AT 31 DECEMBER 2013, AND OF THE INDEPENDENT AUDITORS’ REPORTS ON SUCH CONSOLIDATED FINANCIAL STATEMENTS AND ANNUAL ACCOUNTS. | Management | For | |||||
| 2. | APPROVAL OF THE COMPANY’S CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE YEAR ENDED 31 DECEMBER 2013. | Management | For | |||||
| 3. | APPROVAL OF THE COMPANY’S ANNUAL ACCOUNTS AS OF 31 DECEMBER 2013. | Management | For | |||||
| 4. | ALLOCATION OF RESULTS AND APPROVAL OF DIVIDEND PAYMENT FOR THE YEAR ENDED 31 DECEMBER 2013. | Management | For | |||||
| 5. | DISCHARGE OF THE MEMBERS OF THE BOARD OF DIRECTORS FOR THE EXERCISE OF THEIR MANDATE DURING THE YEAR ENDED 31 DECEMBER 2013. | Management | For | |||||
| 6. | ELECTION OF MEMBERS OF THE BOARD OF DIRECTORS. | Management | Against | |||||
| 7. | COMPENSATION OF MEMBERS OF THE BOARD OF DIRECTORS. | Management | For | |||||
| 8. | APPOINTMENT OF THE INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING 31 DECEMBER 2014, AND APPROVAL OF THEIR FEES. | Management | For | |||||
| 9. | AUTHORIZATION TO THE BOARD OF DIRECTORS TO CAUSE THE DISTRIBUTION OF ALL SHAREHOLDER COMMUNICATIONS, INCLUDING ITS SHAREHOLDER MEETING AND PROXY MATERIALS AND ANNUAL REPORTS TO SHAREHOLDERS, BY SUCH ELECTRONIC MEANS AS IS PERMITTED BY ANY APPLICABLE LAWS OR REGULATIONS. | Management | For | |||||
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| UBS AG | ||||||
| Security | H89231338 | Meeting Type | Annual | |||
| Ticker Symbol | UBS | Meeting Date | 07-May-2014 | |||
| ISIN | CH0024899483 | Agenda | 934006809 - Management | |||
Item | Proposal | Type | Vote | For/Against Management | ||||
| 1A | APPROVAL OF THE ANNUAL REPORT AND GROUP AND PARENT BANK FINANCIAL STATEMENTS | Management | For | For | ||||
| 1B | ADVISORY VOTE ON THE COMPENSATION REPORT 2013 | Management | For | For | ||||
| 2. | APPROPRIATION OF RETAINED EARNINGS AND DISTRIBUTION | Management | For | For | ||||
| 3. | DISCHARGE OF THE MEMBERS OF THE BOARD OF DIRECTORS AND THE GROUP EXECUTIVE BOARD FOR THE FINANCIAL YEAR 2013 | Management | Against | Against | ||||
| 4. | AMENDMENTS TO THE ARTICLES OF ASSOCIATION IN ACCORDANCE WITH THE NEW ORDINANCE AGAINST EXCESSIVE COMPENSATION IN LISTED STOCK CORPORATIONS | Management | Against | Against | ||||
| 5. | ADVISORY VOTE ON THE EU CAPITAL REQUIREMENTS DIRECTIVE OF 2013 (CRD IV) | Management | For | For | ||||
| 6AA | RE-ELECTION OF MEMBER OF THE BOARD OF DIRECTOR: AXEL A. WEBER AS CHAIRMAN OF THE BOARD OF DIRECTORS | Management | For | For | ||||
| 6AB | RE-ELECTION OF MEMBER OF THE BOARD OF DIRECTOR: MICHEL DEMARE | Management | For | For | ||||
| 6AC | RE-ELECTION OF MEMBER OF THE BOARD OF DIRECTOR: DAVID SIDWELL | Management | For | For | ||||
| 6AD | RE-ELECTION OF MEMBER OF THE BOARD OF DIRECTOR: RETO FRANCIONI | Management | For | For | ||||
| 6AE | RE-ELECTION OF MEMBER OF THE BOARD OF DIRECTOR: ANN F. GODBEHERE | Management | For | For | ||||
| 6AF | RE-ELECTION OF MEMBER OF THE BOARD OF DIRECTOR: AXEL P. LEHMANN | Management | For | For | ||||
| 6AG | RE-ELECTION OF MEMBER OF THE BOARD OF DIRECTOR: HELMUT PANKE | Management | For | For | ||||
| 6AH | RE-ELECTION OF MEMBER OF THE BOARD OF DIRECTOR: WILLIAM G. PARRETT | Management | For | For | ||||
| 6AI | RE-ELECTION OF MEMBER OF THE BOARD OF DIRECTOR: ISABELLE ROMY | Management | For | For | ||||
| 6AJ | RE-ELECTION OF MEMBER OF THE BOARD OF DIRECTOR: BEATRICE WEDER DI MAURO | Management | For | For | ||||
| 6AK | RE-ELECTION OF MEMBER OF THE BOARD OF DIRECTOR: JOSEPH YAM | Management | For | For | ||||
| 6BA | ELECTION OF MEMBER OF THE HUMAN RESOURCES AND COMPENSATION COMMITTEE: ANN F. GODBEHERE | Management | For | For | ||||
| 6BB | ELECTION OF MEMBER OF THE HUMAN RESOURCES AND COMPENSATION COMMITTEE: MICHEL DEMARE | Management | For | For | ||||
| 6BC | ELECTION OF MEMBER OF THE HUMAN RESOURCES AND COMPENSATION COMMITTEE: HELMUT PANKE | Management | For | For | ||||
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| 6BD | ELECTION OF MEMBER OF THE HUMAN RESOURCES AND COMPENSATION COMMITTEE: RETO FRANCIONI | Management | For | For | ||||
| 6C | ELECTION OF THE INDEPENDENT PROXY, ADB ALTORFER DUSS & BEILSTEIN AG, ZURICH | Management | For | For | ||||
| 6D | RE-ELECTION OF THE AUDITORS, ERNST & YOUNG LTD, BASEL | Management | For | For | ||||
| 7. | INSTRUCTION ON THE EXERCISE OF VOTING RIGHTS FOR AD-HOC MOTIONS IN THE EVENT OF ADDITIONAL OR AMENDED MOTIONS TO THE PUBLISHED AGENDA ITEMS BEING PUT TO THE VOTE AT THE GENERAL MEETING, I INSTRUCT THE INDEPENDENT PROXY TO ACT AS FOLLOWS: VOTE IN ACCORDANCE WITH THE PROPOSAL OF THE BOARD OF DIRECTORS IN CASE OF AN AD-HOC MOTION; VOTE AGAINST THE PROPOSAL OF THE BOARD OF DIRECTORS IN CASE OF AN AD-HOC MOTION; ABSTAIN IN CASE OF AN AD-HOC MOTION | Management | Against | Against | ||||
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| CVS CAREMARK CORPORATION | ||||||
| Security | 126650100 | Meeting Type | Annual | |||
| Ticker Symbol | CVS | Meeting Date | 08-May-2014 | |||
| ISIN | US1266501006 | Agenda | 933947953 - Management | |||
Item | Proposal | Type | Vote | For/Against Management | ||||
| 1.1 | ELECTION OF DIRECTOR: C. DAVID BROWN II | Management | For | For | ||||
| 1.2 | ELECTION OF DIRECTOR: NANCY-ANN M. DEPARLE | Management | For | For | ||||
| 1.3 | ELECTION OF DIRECTOR: DAVID W. DORMAN | Management | For | For | ||||
| 1.4 | ELECTION OF DIRECTOR: ANNE M. FINUCANE | Management | For | For | ||||
| 1.5 | ELECTION OF DIRECTOR: LARRY J. MERLO | Management | For | For | ||||
| 1.6 | ELECTION OF DIRECTOR: JEAN-PIERRE MILLON | Management | For | For | ||||
| 1.7 | ELECTION OF DIRECTOR: RICHARD J. SWIFT | Management | For | For | ||||
| 1.8 | ELECTION OF DIRECTOR: WILLIAM C. WELDON | Management | For | For | ||||
| 1.9 | ELECTION OF DIRECTOR: TONY L. WHITE | Management | For | For | ||||
| 2 | PROPOSAL TO RATIFY INDEPENDENT PUBLIC ACCOUNTING FIRM FOR 2014. | Management | For | For | ||||
| 3 | SAY ON PAY - AN ADVISORY VOTE ON THE APPROVAL OF EXECUTIVE COMPENSATION. | Management | For | For | ||||
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| UNICREDIT SPA, ROMA | ||||||
| Security | T960AS101 | Meeting Type | MIX | |||
| Ticker Symbol | Meeting Date | 13-May-2014 | ||||
| ISIN | IT0004781412 | Agenda | 705172308 - Management | |||
Item | Proposal | Type | Vote | For/Against Management | ||||
| O.1 | APPROVAL OF THE UNICREDIT S.P.A. INDIVIDUAL FINANCIAL STATEMENTS AS AT DECEMBER 31, 2013, ACCOMPANIED BY THE REPORTS OF THE DIRECTORS AND OF THE AUDITING COMPANY; BOARD OF STATUTORY AUDITORS REPORT. PRESENTATION OF THE CONSOLIDATED FINANCIAL STATEMENTS | Management | For | For | ||||
| O.2.A | ALLOCATION OF THE UNICREDIT S.P.A. 2013 OPERATING RESULT OF THE YEAR | Management | For | For | ||||
| O.2.B | DISTRIBUTION OF A DIVIDEND FROM COMPANY PROFITS RESERVES IN THE FORM OF A SCRIP DIVIDEND | Management | For | For | ||||
| O.2.C | INCREASE OF THE LEGAL RESERVE BY USING THE SHARE PREMIUM RESERVE | Management | For | For | ||||
| O.3 | APPOINTMENT OF A SUBSTITUTE STATUTORY AUDITOR : PROF. PIERPAOLO SINGER | Management | For | For | ||||
| O.4 | UNICREDIT TAKING ON OF THE COST OF THE REMUNERATION DUE TO THE COMMON REPRESENTATIVE OF THE SAVINGS SHAREHOLDERS | Management | For | For | ||||
| O.5 | APPROVAL OF THE RATIO BETWEEN THE VARIABLE AND FIXED COMPONENTS OF THE PERSONNEL COMPENSATION | Management | For | For | ||||
| O.6 | 2014 GROUP COMPENSATION POLICY | Management | For | For | ||||
| O.7 | 2014 GROUP INCENTIVE SYSTEM | Management | For | For | ||||
| O.8 | UNICREDIT GROUP EMPLOYEE SHARE OWNERSHIP PLAN 2014 (PLAN “LET’S SHARE FOR 2015”) | Management | For | For | ||||
| E.1 | CAPITAL INCREASE FOR NO CONSIDERATION PURSUANT TO ARTICLE 2442 OF THE ITALIAN CIVIL CODE TO SERVICE THE PAYMENT OF A DIVIDEND FROM PROFIT RESERVES, WITH VALUE OF EURO 570,332,795.10, IN THE FORM OF A SCRIP DIVIDEND, TO BE IMPLEMENTED THROUGH THE ISSUE OF ORDINARY SHARES AND SAVINGS SHARES; CONSEQUENT AMENDMENTS TO THE ARTICLES OF ASSOCIATION | Management | For | For | ||||
| E.2 | AMENDMENTS TO CLAUSE 8 OF THE ARTICLES OF ASSOCIATION REGARDING THE COMPETENCE OF THE SHAREHOLDERS’ MEETING ON REMUNERATION AND INCENTIVE POLICIES AND PRACTICES | Management | For | For | ||||
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| E.3 | DELEGATION TO THE BOARD OF DIRECTORS, UNDER THE PROVISIONS OF ARTICLE 2443 OF THE ITALIAN CIVIL CODE, OF THE AUTHORITY TO RESOLVE, ON ONE OR MORE OCCASIONS FOR A MAXIMUM PERIOD OF FIVE YEARS STARTING FROM THE DATE OF THE SHAREHOLDERS’ RESOLUTION, TO CARRY OUT A FREE CAPITAL INCREASE, AS ALLOWED BY ARTICLE 2349 OF THE ITALIAN CIVIL CODE, FOR A MAXIMUM AMOUNT OF EURO 98,294,742.05 CORRESPONDING TO UP TO 28,964,197 UNICREDIT ORDINARY SHARES, TO BE GRANTED TO THE PERSONNEL OF THE HOLDING COMPANY AND OF GROUP BANKS AND COMPANIES IN CARRYING OUT THE 2014 GROUP INCENTIVE SYSTEM; CONSEQUENT AMENDMENTS TO THE ARTICLES OF ASSOCIATION | Management | For | For | ||||
| CMMT | 18 APR 2014: PLEASE NOTE THAT THE ITALIAN LANGUAGE AGENDA IS AVAILABLE BY CLIC-KING ON THE URL LINK: https://materials.proxyvote.com/Approved/99999 Z/1984010-1/NPS_204241.PDF | Non-Voting | ||||||
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| GOOGLE INC. | ||||||
| Security | 38259P508 | Meeting Type | Annual | |||
| Ticker Symbol | GOOG | Meeting Date | 14-May-2014 | |||
| ISIN | US38259P5089 | Agenda | 933948359 - Management | |||
Item | Proposal | Type | Vote | For/Against Management | ||||
| 1. | DIRECTOR | Management | ||||||
1 LARRY PAGE | For | For | ||||||
2 SERGEY BRIN | Withheld | Against | ||||||
3 ERIC E. SCHMIDT | For | For | ||||||
4 L. JOHN DOERR | For | For | ||||||
5 DIANE B. GREENE | For | For | ||||||
6 JOHN L. HENNESSY | For | For | ||||||
7 ANN MATHER | For | For | ||||||
8 PAUL S. OTELLINI | For | For | ||||||
9 K. RAM SHRIRAM | For | For | ||||||
10 SHIRLEY M. TILGHMAN | For | For | ||||||
| 2. | THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS GOOGLE’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2014. | Management | For | For | ||||
| 3. | THE APPROVAL OF 2013 COMPENSATION AWARDED TO NAMED EXECUTIVE OFFICERS. | Management | Against | Against | ||||
| 4. | A STOCKHOLDER PROPOSAL REGARDING EQUAL SHAREHOLDER VOTING, IF PROPERLY PRESENTED AT THE MEETING. | Shareholder | For | Against | ||||
| 5. | A STOCKHOLDER PROPOSAL REGARDING A LOBBYING REPORT, IF PROPERLY PRESENTED AT THE MEETING. | Shareholder | For | Against | ||||
| 6. | A STOCKHOLDER PROPOSAL REGARDING THE ADOPTION OF A MAJORITY VOTE STANDARD FOR THE ELECTION OF DIRECTORS, IF PROPERLY PRESENTED AT THE MEETING. | Shareholder | For | Against | ||||
| 7. | A STOCKHOLDER PROPOSAL REGARDING TAX POLICY PRINCIPLES, IF PROPERLY PRESENTED AT THE MEETING. | Shareholder | Against | For | ||||
| 8. | A STOCKHOLDER PROPOSAL REGARDING AN INDEPENDENT CHAIRMAN OF THE BOARD POLICY, IF PROPERLY PRESENTED AT THE MEETING. | Shareholder | For | Against | ||||
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| FINMECCANICA SPA, ROMA | ||||||
| Security | T4502J151 | Meeting Type | MIX | |||
| Ticker Symbol | Meeting Date | 15-May-2014 | ||||
| ISIN | IT0003856405 | Agenda | 705175758 - Management | |||
Item | Proposal | Type | Vote | For/Against Management | ||||
| CMMT | PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 304321 DUE TO RECEIPT OF S-LATES FOR DIRECTOR NAMES AND APPLICATION OF SPIN CONTROL. ALL VOTES RECEIVED O-N THE PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL NEED TO REINSTRUCT ON- THIS MEETING NOTICE. THANK YOU. | Non-Voting | ||||||
| CMMT | 12 MAY 2014: DELETION OF COMMENT | Non-Voting | ||||||
| CMMT | PLEASE NOTE THAT THE ITALIAN LANGUAGE AGENDA IS AVAILABLE BY CLICKING ON THE U-RL LINK: https://materials.proxyvote.com/Approved/99999 Z/19840101/NPS_199415.P-DF | Non-Voting | ||||||
| E.1 | AMENDMENTS TO THE ARTICLES OF ASSOCIATION: INSERTION OF ARTICLE 18BIS TO THE ARTICLES OF ASSOCIATION IN REGARD TO HONORABLENESS REQUIREMENTS AND RELATED CAUSES OF INELIGIBILITY AND FORFEITURE OF THE MEMBERS OF THE BOARD OF DIRECTORS, WITH CONSEQUENT AMENDMENT OF ARTICLE 18.3. RESOLUTIONS RELATED THERETO | Management | ||||||
| O.1 | FINANCIAL STATEMENTS AT 31 DECEMBER 2013; REPORTS OF THE BOARD OF DIRECTORS, BOARD OF STATUTORY AUDITORS AND INDEPENDENT AUDITORS. RESOLUTIONS RELATED THERETO. PRESENTATION OF THE CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER 2013 | Management | ||||||
| O.2 | DETERMINATION OF THE NUMBER OF MEMBERS OF THE BOARD OF DIRECTORS | Management | ||||||
| O.3 | DETERMINATION OF THE TERM OF OFFICE OF THE BOARD OF DIRECTORS | Management | ||||||
| CMMT | PLEASE NOTE THAT ALTHOUGH THERE ARE 2 SLATES TO BE ELECTED AS DIRECTORS, THERE-IS ONLY 1 SLATE AVAILABLE TO BE FILLED AT THE MEETING. THE STANDING INSTRUCTI-ONS FOR THIS MEETING WILL BE DISABLED AND, IF YOU CHOOSE, YOU ARE REQUIRED TO-VOTE FOR ONLY 1 SLATE OF THE 2 SLATES. THANK YOU. | Non-Voting | ||||||
| O.4.1 | APPOINTMENT OF THE MEMBERS OF THE BOARD OF DIRECTORS. LIST 1 PROPOSED BY A GROUP OF INSTITUTIONAL SHAREHOLDERS: 1. PAOLO CANTARELLA, 2. DARIO FRIGERIO, 3. MARINA RUBINI AND 4. SILVIA MERLO | Shareholder | ||||||
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| O.4.2 | APPOINTMENT OF THE MEMBERS OF THE BOARD OF DIRECTORS. LIST 2 PROPOSED BY MINISTERO DELL’ECONOMIA E DELLE FINANZE: 1. GIOVANNI DE GENNARO (PRESIDENTE), 2. MAURO MORETTI, 3. MARTA DASSU, 4. ALESSANDRO DE NICOLA, 5. GUIDO ALPA, 6. MARINA ELVIRA CALDERONE AND 7. FABRIZIO LANDI | Shareholder | ||||||
| O.5 | APPOINTMENT OF THE CHAIRMAN OF THE BOARD OF DIRECTORS | Management | ||||||
| O.6 | DETERMINATION OF THE REMUNERATION OF THE BOARD OF DIRECTORS | Management | ||||||
| O.7 | INTEGRATION OF THE FEES OF THE INDEPENDENT AUDITORS FOR THE FINANCIAL YEAR 2012 | Management | ||||||
| O.8 | LIMITS TO THE FEES OF DIRECTORS WITH DELEGATED POWERS PURSUANT TO ARTICLE 23-BIS OF LEGISLATIVE DECREE NO. 201/2011 | Management | ||||||
| O.9 | REPORT ON REMUNERATION: RESOLUTION PURSUANT TO ARTICLE 123-TER, PARAGRAPH 6, OF LEGISLATIVE DECREE NO. 58/98 | Management | ||||||
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| GENWORTH FINANCIAL, INC. | ||||||
| Security | 37247D106 | Meeting Type | Annual | |||
| Ticker Symbol | GNW | Meeting Date | 15-May-2014 | |||
| ISIN | US37247D1063 | Agenda | 933970849 - Management | |||
Item | Proposal | Type | Vote | For/Against Management | ||||
| 1A. | ELECTION OF DIRECTOR: WILLIAM H. BOLINDER | Management | For | For | ||||
| 1B. | ELECTION OF DIRECTOR: G. KENT CONRAD | Management | For | For | ||||
| 1C. | ELECTION OF DIRECTOR: MELINA E. HIGGINS | Management | For | For | ||||
| 1D. | ELECTION OF DIRECTOR: NANCY J. KARCH | Management | For | For | ||||
| 1E. | ELECTION OF DIRECTOR: THOMAS J. MCINERNEY | Management | For | For | ||||
| 1F. | ELECTION OF DIRECTOR: CHRISTINE B. MEAD | Management | For | For | ||||
| 1G. | ELECTION OF DIRECTOR: DAVID M. MOFFETT | Management | For | For | ||||
| 1H. | ELECTION OF DIRECTOR: THOMAS E. MOLONEY | Management | For | For | ||||
| 1I. | ELECTION OF DIRECTOR: JAMES A. PARKE | Management | For | For | ||||
| 1J. | ELECTION OF DIRECTOR: JAMES S. RIEPE | Management | For | For | ||||
| 2. | ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION. | Management | For | For | ||||
| 3. | RATIFICATION OF THE SELECTION OF KPMG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2014. | Management | For | For | ||||
| 4. | STOCKHOLDER PROPOSAL REGARDING POLITICAL CONTRIBUTIONS. | Shareholder | Against | For | ||||
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| SINOTRANS SHIPPING LTD | ||||||
| Security | Y8014Y105 | Meeting Type | Annual General Meeting | |||
| Ticker Symbol | Meeting Date | 16-May-2014 | ||||
| ISIN | HK0368041528 | Agenda | 705150403 - Management | |||
Item | Proposal | Type | Vote | For/Against Management | ||||
| CMMT | PLEASE NOTE IN THE HONG KONG MARKET THAT A VOTE OF “ABSTAIN” WILL BE TREATED-THE SAME AS A “TAKE NO ACTION” VOTE. | Non-Voting | ||||||
| CMMT | PLEASE NOTE THAT THE COMPANY NOTICE AND PROXY FORM ARE AVAILABLE BY CLICKING-ON THE URL LINKS:- http://www.hkexnews.hk/listedco/listconews/SEH K/2014/0410/LTN201404101056.pdf-AND- http://www.hkexnews.hk/listedco/listconews/SEH K/2014/0410/LTN201404101053.pdf | Non-Voting | ||||||
| 1 | TO RECEIVE AND CONSIDER THE AUDITED FINANCIAL STATEMENTS, THE REPORT OF THE DIRECTORS AND THE INDEPENDENT AUDITOR’S REPORT FOR THE YEAR ENDED 31 DECEMBER 2013 | Management | ||||||
| 2.a.1 | TO RE-ELECT MR. LI ZHEN AS NON- EXECUTIVE DIRECTOR | Management | ||||||
| 2.a.2 | TO RE-ELECT MR. HU HANXIANG AS INDEPENDENT NON-EXECUTIVE DIRECTOR | Management | ||||||
| 2.a.3 | TO RE-ELECT MR. TSANG HING LUN AS INDEPENDENT NON-EXECUTIVE DIRECTOR | Management | ||||||
| 2.a.4 | TO RE-ELECT MR. LEE YIP WAH, PETER AS INDEPENDENT NON-EXECUTIVE DIRECTOR | Management | ||||||
| 2.a.5 | TO RE-ELECT MR. ZHOU QIFANG AS INDEPENDENT NON-EXECUTIVE DIRECTOR | Management | ||||||
| 2.b | TO AUTHORISE THE BOARD TO FIX THE DIRECTORS’ REMUNERATION | Management | ||||||
| 3 | TO RE-APPOINT MESSRS. PRICEWATERHOUSECOOPERS AS AUDITOR AND TO AUTHORISE THE BOARD TO FIX THEIR REMUNERATION | Management | ||||||
| 4.1 | ORDINARY RESOLUTION NO.4(1) (TO APPROVE A GENERAL MANDATE TO BE GIVEN TO DIRECTORS TO BUY BACK SHARES) AS MORE FULLY DESCRIBED IN THE NOTICE OF THE ANNUAL GENERAL MEETING | Management | ||||||
| 4.2 | ORDINARY RESOLUTION NO.4(2) (TO APPROVE A GENERAL MANDATE TO BE GIVEN TO DIRECTORS TO ISSUE SHARES) AS MORE FULLY DESCRIBED IN THE NOTICE OF THE ANNUAL GENERAL MEETING | Management | ||||||
| 4.3 | ORDINARY RESOLUTION NO.4(3) (TO APPROVE AN EXTENSION OF GENERAL MANDATE TO BE GIVEN TO DIRECTORS TO ISSUE SHARES) AS MORE FULLY DESCRIBED IN THE NOTICE OF THE ANNUAL GENERAL MEETING | Management | ||||||
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| SINOTRANS SHIPPING LTD | ||||||
| Security | Y8014Y105 | Meeting Type | ExtraOrdinary General Meeting | |||
| Ticker Symbol | Meeting Date | 16-May-2014 | ||||
| ISIN | HK0368041528 | Agenda | 705190940 - Management | |||
Item | Proposal | Type | Vote | For/Against Management | ||||
| CMMT | PLEASE NOTE IN THE HONG KONG MARKET THAT A VOTE OF “ABSTAIN” WILL BE TREATED-THE SAME AS A “TAKE NO ACTION” VOTE. | Non-Voting | ||||||
| CMMT | PLEASE NOTE THAT THE COMPANY NOTICE AND PROXY FORM ARE AVAILABLE BY CLICKING-ON THE URL LINKS:- http://www.hkexnews.hk/listedco/listconews/SEH K/2014/0421/LTN20140421061.pdf-AND- http://www.hkexnews.hk/listedco/listconews/SEH K/2014/0421/LTN20140421049.pdf | Non-Voting | ||||||
| a | TO CONFIRM, APPROVE AND RATIFY THE HK ACQUISITION AGREEMENT (AS DEFINED IN THE CIRCULAR OF THE COMPANY DATED 22 APRIL 2014) (THE “CIRCULAR”) AND THE SNL 49% ACQUISITION AGREEMENT (AS DEFINED IN THE CIRCULAR) AND THE TRANSACTIONS CONTEMPLATED THEREUNDER INCLUDING BUT NOT LIMITED TO THE SNL JV AGREEMENT AND THE SNL JV ARTICLES OF ASSOCIATION (AS DEFINED IN THE CIRCULAR), AND TO AUTHORISE ANY ONE DIRECTOR OF THE COMPANY, OR ANY TWO DIRECTORS OF THE COMPANY IF THE AFFIXATION OF THE COMMON SEAL IS NECESSARY TO SIGN AND EXECUTE ALL DOCUMENTS AND TO DO ALL SUCH ACTS OR THINGS DEEMED BY HIM/HER TO BE INCIDENTAL TO, ANCILLARY TO OR IN CONNECTION WITH THE MATTERS CONTEMPLATED IN THE HK ACQUISITION AGREEMENT AND THE SNL 49% ACQUISITION AGREEMENT AND COMPLETION THEREOF | Management | ||||||
| b | TO CONFIRM, APPROVE AND RATIFY THE PANAMA ACQUISITION AGREEMENT (AS DEFINED IN THE CIRCULAR) AND THE SINOTRANS TIANZE ACQUISITION AGREEMENT (AS DEFINED IN THE CIRCULAR) AND THE TRANSACTIONS CONTEMPLATED THEREUNDER, AND TO AUTHORISE ANY ONE DIRECTOR OF THE COMPANY, OR ANY TWO DIRECTORS OF THE COMPANY IF THE AFFIXATION OF THE COMMON SEAL IS NECESSARY TO SIGN AND EXECUTE ALL DOCUMENTS AND TO DO ALL SUCH ACTS OR THINGS DEEMED BY HIM/HER TO BE INCIDENTAL TO, ANCILLARY TO OR IN CONNECTION WITH THE MATTERS CONTEMPLATED IN THE PANAMA ACQUISITION AGREEMENT AND THE SINOTRANS TIANZE ACQUISITION AGREEMENT AND COMPLETION THEREOF | Management | ||||||
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| c | TO CONFIRM, APPROVE AND RATIFY THE SINOCHART ACQUISITION AGREEMENT (AS DEFINED IN THE CIRCULAR) AND THE TRANSACTIONS CONTEMPLATED THEREUNDER INCLUDING BUT NOT LIMITED TO THE SINOCHART JV AGREEMENT AND THE SINOCHART JV ARTICLES OF ASSOCIATION (AS DEFINED IN THE CIRCULAR), AND TO AUTHORISE ANY ONE DIRECTOR OF THE COMPANY, OR ANY TWO DIRECTORS OF THE COMPANY IF THE AFFIXATION OF THE COMMON SEAL IS NECESSARY TO EXECUTE ALL DOCUMENTS AND TO DO ALL SUCH ACTS OR THINGS DEEMED BY HIM/HER TO BE INCIDENTAL TO, ANCILLARY TO OR IN CONNECTION WITH THE MATTERS CONTEMPLATED IN THE SINOCHART JV AGREEMENT AND COMPLETION THEREOF | Management | ||||||
| d | TO CONFIRM, APPROVE AND RATIFY THE SUPPLEMENTAL RENEWED MASTER SERVICES AGREEMENT (AS DEFINED IN THE CIRCULAR) AND THE TRANSACTIONS CONTEMPLATED THEREUNDER, AND TO AUTHORISE ANY ONE DIRECTOR OF THE COMPANY, OR ANY TWO DIRECTORS OF THE COMPANY IF THE AFFIXATION OF THE COMMON SEAL IS NECESSARY TO EXECUTE ALL DOCUMENTS AND TO DO ALL SUCH ACTS OR THINGS DEEMED BY HIM/HER TO BE INCIDENTAL TO, ANCILLARY TO OR IN CONNECTION WITH THE MATTERS CONTEMPLATED IN THE SUPPLEMENTAL RENEWED MASTER SERVICES AGREEMENT AND COMPLETION THEREOF | Management | ||||||
| e | TO CONFIRM, APPROVE AND RATIFY THE SINOCHART MASTER SERVICES AGREEMENT (AS DEFINED IN THE CIRCULAR) AND THE TRANSACTIONS CONTEMPLATED THEREUNDER, AND TO AUTHORISE ANY ONE DIRECTOR OF THE COMPANY, OR ANY TWO DIRECTORS OF THE COMPANY IF THE AFFIXATION OF THE COMMON SEAL IS NECESSARY TO EXECUTE ALL DOCUMENTS AND TO DO ALL SUCH ACTS OR THINGS DEEMED BY HIM/HER TO BE INCIDENTAL TO, ANCILLARY TO OR IN CONNECTION WITH THE MATTERS CONTEMPLATED IN THE SINOCHART MASTER SERVICES AGREEMENT AND COMPLETION THEREOF | Management | ||||||
| f | TO CONFIRM, APPROVE AND RATIFY THE SNL MASTER SERVICES AGREEMENT (AS DEFINED IN THE CIRCULAR) AND THE TRANSACTIONS CONTEMPLATED THEREUNDER, AND TO AUTHORISE ANY ONE DIRECTOR OF THE COMPANY, OR ANY TWO DIRECTORS OF THE COMPANY IF THE AFFIXATION OF THE COMMON SEAL IS | Management | ||||||
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| NECESSARY TO EXECUTE ALL DOCUMENTS AND TO DO ALL SUCH ACTS OR THINGS DEEMED BY HIM/HER TO BE INCIDENTAL TO, ANCILLARY TO OR IN CONNECTION WITH THE MATTERS CONTEMPLATED IN THE SNL MASTER SERVICES AGREEMENT AND COMPLETION THEREOF | ||||||||
| g | TO CONFIRM, APPROVE AND RATIFY THE SUPPLEMENTAL RENEWED MASTER CHARTERING AGREEMENT (AS DEFINED IN THE CIRCULAR) AND THE TRANSACTIONS CONTEMPLATED THEREUNDER, AND TO AUTHORISE ANY ONE DIRECTOR OF THE COMPANY, OR ANY TWO DIRECTORS OF THE COMPANY IF THE AFFIXATION OF THE COMMON SEAL IS NECESSARY TO EXECUTE ALL DOCUMENTS AND TO DO ALL SUCH ACTS OR THINGS DEEMED BY HIM/HER TO BE INCIDENTAL TO, ANCILLARY TO OR IN CONNECTION WITH THE MATTERS CONTEMPLATED IN THE SUPPLEMENTAL RENEWED MASTER CHARTERING AGREEMENT AND COMPLETION THEREOF | Management | ||||||
| h | TO CONFIRM, APPROVE AND RATIFY THE SINOCHART MASTER CHARTERING AGREEMENT (AS DEFINED IN THE CIRCULAR) AND THE TRANSACTIONS CONTEMPLATED THEREUNDER, AND TO AUTHORISE ANY ONE DIRECTOR OF THE COMPANY, OR ANY TWO DIRECTORS OF THE COMPANY IF THE AFFIXATION OF THE COMMON SEAL IS NECESSARY TO EXECUTE ALL DOCUMENTS AND TO DO ALL SUCH ACTS OR THINGS DEEMED BY HIM/HER TO BE INCIDENTAL TO, ANCILLARY TO OR IN CONNECTION WITH THE MATTERS CONTEMPLATED IN THE SINOCHART MASTER CHARTERING AGREEMENT AND COMPLETION THEREOF | Management | ||||||
| i | TO CONFIRM, APPROVE AND RATIFY THE SNL MASTER CHARTERING AGREEMENT (AS DEFINED IN THE CIRCULAR) AND THE TRANSACTIONS CONTEMPLATED THEREUNDER, AND TO AUTHORISE ANY ONE DIRECTOR OF THE COMPANY, OR ANY TWO DIRECTORS OF THE COMPANY IF THE AFFIXATION OF THE COMMON SEAL IS NECESSARY TO EXECUTE ALL DOCUMENTS AND TO DO ALL SUCH ACTS OR THINGS DEEMED BY HIM/HER TO BE INCIDENTAL TO, ANCILLARY TO OR IN CONNECTION WITH THE MATTERS CONTEMPLATED IN THE SNL MASTER CHARTERING AGREEMENT AND COMPLETION THEREOF | Management | ||||||
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| TOTAL S.A. | ||||||
| Security | 89151E109 | Meeting Type | Annual | |||
| Ticker Symbol | TOT | Meeting Date | 16-May-2014 | |||
| ISIN | US89151E1091 | Agenda | 933988707 - Management | |||
Item | Proposal | Type | Vote | For/Against Management | ||||
| O1 | APPROVAL OF FINANCIAL STATEMENTS OF THE PARENT COMPANY FOR THE 2013 FISCAL YEAR. | Management | For | For | ||||
| O2 | APPROVAL OF CONSOLIDATED FINANCIAL STATEMENTS FOR THE 2013 FISCAL YEAR. | Management | For | For | ||||
| O3 | ALLOCATION OF EARNINGS, DECLARATION OF DIVIDEND. | Management | For | For | ||||
| O4 | AUTHORIZATION FOR THE BOARD OF DIRECTORS TO TRADE IN SHARES OF THE COMPANY. | Management | For | For | ||||
| O5 | RENEWAL OF THE APPOINTMENT OF MS. PATRICIA BARBIZET AS A DIRECTOR. | Management | For | For | ||||
| O6 | RENEWAL OF THE APPOINTMENT OF MS. MARIE-CHRISTINE COISNE-ROQUETTE AS A DIRECTOR. | Management | For | For | ||||
| O7 | RENEWAL OF THE APPOINTMENT OF MR. PAUL DESMARAIS, JR AS A DIRECTOR. | Management | Against | Against | ||||
| O8 | RENEWAL OF THE APPOINTMENT OF MS. BARBARA KUX AS A DIRECTOR. | Management | For | For | ||||
| O9 | ADVISORY OPINION ON THE ELEMENTS OF COMPENSATION DUE OR GRANTED FOR FISCAL YEAR ENDED DECEMBER 31, 2013 TO MR. CHRISTOPHE DE MARGERIE, CHAIRMAN AND CHIEF EXECUTIVE OFFICER. | Management | For | For | ||||
| E10 | DELEGATION OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS TO INCREASE SHARE CAPITAL BY ISSUING COMMON SHARES AND/OR ANY SECURITIES PROVIDING ACCESS TO THE COMPANY’S SHARE CAPITAL WHILE MAINTAINING SHAREHOLDERS’ PREFERENTIAL SUBSCRIPTION RIGHTS OR BY CAPITALIZING PREMIUMS, RESERVES, SURPLUSES OR OTHER LINE ITEMS. | Management | For | For | ||||
| E11 | DELEGATION OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS TO INCREASE SHARE CAPITAL BY ISSUING COMMON SHARES OR ANY SECURITIES PROVIDING ACCESS TO SHARE CAPITAL WITHOUT PREFERENTIAL SUBSCRIPTION RIGHTS. | Management | For | For | ||||
| E12 | DELEGATION OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS TO INCREASE THE NUMBER OF SECURITIES TO BE ISSUED, IN THE EVENT OF SURPLUS DEMAND IN CASE OF SHARE CAPITAL INCREASE WITHOUT PREFERENTIAL SUBSCRIPTION RIGHTS. | Management | For | For | ||||
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| E13 | DELEGATION OF POWERS GRANTED TO THE BOARD OF DIRECTORS TO INCREASE SHARE CAPITAL BY ISSUING COMMON SHARES OR ANY SECURITIES PROVIDING ACCESS TO SHARE CAPITAL, IN PAYMENT OF SECURITIES THAT WOULD BE CONTRIBUTED TO THE COMPANY, WHICH ENTAILS SHAREHOLDERS’ WAIVER OF THEIR PREEMPTIVE RIGHT TO SUBSCRIBE THE SHARES ISSUED TO REMUNERATE IN- KIND CONTRIBUTIONS. | Management | For | For | ||||
| E14 | DELEGATION OF AUTHORITY GRANTED TO THE BOARD OF DIRECTORS TO INCREASE SHARE CAPITAL UNDER THE CONDITIONS PROVIDED IN ARTICLES L. 3332-18 AND FOLLOWING OF THE FRENCH LABOUR CODE, WHICH ENTAILS SHAREHOLDERS’ WAIVER OF THEIR PREEMPTIVE RIGHT TO SUBSCRIBE THE SHARES ISSUED DUE TO THE SUBSCRIPTION OF SHARES BY GROUP EMPLOYEES. | Management | For | For | ||||
| E15 | DELEGATION OF POWERS GRANTED TO THE BOARD OF DIRECTORS TO INCREASE SHARE CAPITAL RESERVED FOR CATEGORIES OF BENEFICIARIES IN A TRANSACTION RESERVED FOR EMPLOYEES WITHOUT PREFERENTIAL SUBSCRIPTION RIGHTS. | Management | For | For | ||||
| E16 | AUTHORIZATION TO GRANT RESTRICTED SHARES OF THE COMPANY TO EMPLOYEES OF THE GROUP AS WELL AS TO EXECUTIVE DIRECTORS OF THE COMPANY OR OTHER COMPANIES OF THE GROUP, WHICH ENTAILS SHAREHOLDERS’ WAIVER OF THEIR PREEMPTIVE RIGHT TO SUBSCRIBE THE SHARES ISSUED IN FAVOR OF THE BENEFICIARIES OF SUCH SHARE ALLOCATIONS. | Management | For | For | ||||
| E17 | AMENDMENT OF ARTICLE 11 OF THE COMPANY’S ARTICLES OF ASSOCIATION TO DETERMINE THE APPOINTMENT PROCEDURES OF THE DIRECTOR(S) REPRESENTING EMPLOYEES PURSUANT TO THE FRENCH LAW OF JUNE 14, 2013, ON THE PROTECTION OF EMPLOYMENT AND TO INTEGRATE TECHNICAL CHANGES CONCERNING CERTAIN PROVISIONS REGARDING THE DIRECTORS REPRESENTING EMPLOYEE SHAREHOLDERS. | Management | For | For | ||||
| E18 | AMENDMENT OF ARTICLE 12 OF THE COMPANY’S ARTICLES OF ASSOCIATION IN ORDER TO SET THE LIMIT ON THE AGE OF THE CHAIRMAN OF THE BOARD AT 70 YEARS. | Management | For | For | ||||
| E19 | AMENDMENT OF ARTICLE 15 OF THE COMPANY’S ARTICLES OF ASSOCIATION IN ORDER TO SET THE LIMIT ON THE AGE OF THE PRESIDENT AT 67 YEARS. | Management | For | For | ||||
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| E20 | AMENDMENT OF ARTICLE 17 OF THE COMPANY’S ARTICLES OF ASSOCIATION FOR HARMONIZATION PURPOSES WITH THE FRENCH ORDER OF DECEMBER 9, 2010, IMPLEMENTING INTO FRENCH LEGISLATION THE EUROPEAN DIRECTIVE REGARDING THE RIGHT OF SHAREHOLDERS TO BE REPRESENTED AT SHAREHOLDERS’ MEETINGS BY ANY PERSON OF THEIR CHOICE. | Management | For | For | ||||
| O21 | CIRCULATION OF A QUARTERLY NEWSLETTER BY THE EMPLOYEE DIRECTORS AND THE DIRECTOR REPRESENTING EMPLOYEE SHAREHOLDERS. | Management | Against | For | ||||
| O22 | COMPONENTS OF THE COMPENSATION OF EXECUTIVE DIRECTORS AND EMPLOYEES LINKED TO INDUSTRIAL SAFETY INDICATORS. | Management | Against | For | ||||
| E23 | EXPANSION OF INDIVIDUAL SHARE OWNERSHIP (LOYALTY DIVIDEND). | Management | Against | For | ||||
| E24 | INCLUSION OF EMPLOYEE DIRECTOR(S) IN THE BOARD OF DIRECTORS’ ORGANIZATION (AMENDMENT OF PARAGRAPH 5, ARTICLE 12 OF THE ARTICLES OF ASSOCIATION TO PROVIDE FOR THE PARTICIPATION OF EMPLOYEE DIRECTORS IN ALL THE BOARD’S COMMITTEES). | Management | Against | For | ||||
| E25 | DISTRIBUTION OF ATTENDANCE FEES (AMENDMENT OF PARAGRAPH 7, ARTICLE 12 OF THE ARTICLES OF ASSOCIATION TO PROVIDE FOR A DISTRIBUTION OF ATTENDANCE FEES BASED ON THE ACTUAL TIME SPENT BY DIRECTORS AT BOARD MEETINGS). | Management | Against | For | ||||
| Page 78 of 91 | 25-Aug-2014 | |
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| ROYAL DUTCH SHELL PLC | ||||||
| Security | 780259206 | Meeting Type | Annual | |||
| Ticker Symbol | RDSA | Meeting Date | 20-May-2014 | |||
| ISIN | US7802592060 | Agenda | 933990699 - Management | |||
Item | Proposal | Type | Vote | For/Against Management | ||||
| 1. | RECEIPT OF ANNUAL REPORT & ACCOUNTS | Management | For | For | ||||
| 2. | APPROVAL OF DIRECTORS’ REMUNERATION POLICY | Management | For | For | ||||
| 3. | APPROVAL OF DIRECTORS’ REMUNERATION REPORT | Management | For | For | ||||
| 4. | APPOINTMENT OF EULEEN GOH AS A DIRECTOR OF THE COMPANY | Management | For | For | ||||
| 5. | APPOINTMENT OF PATRICIA A. WOERTZ AS A DIRECTOR OF THE COMPANY | Management | For | For | ||||
| 6. | RE-APPOINTMENT OF DIRECTOR: BEN VAN BEURDEN | Management | For | For | ||||
| 7. | RE-APPOINTMENT OF DIRECTOR: GUY ELLIOTT | Management | For | For | ||||
| 8. | RE-APPOINTMENT OF DIRECTOR: SIMON HENRY | Management | For | For | ||||
| 9. | RE-APPOINTMENT OF DIRECTOR: CHARLES O. HOLLIDAY | Management | For | For | ||||
| 10. | RE-APPOINTMENT OF DIRECTOR: GERARD KLEISTERLEE | Management | For | For | ||||
| 11. | RE-APPOINTMENT OF DIRECTOR: JORMA OLLILA | Management | For | For | ||||
| 12. | RE-APPOINTMENT OF DIRECTOR: SIR NIGEL SHEINWALD | Management | For | For | ||||
| 13. | RE-APPOINTMENT OF DIRECTOR: LINDA G. STUNTZ | Management | For | For | ||||
| 14. | RE-APPOINTMENT OF DIRECTOR: HANS WIJERS | Management | For | For | ||||
| 15. | RE-APPOINTMENT OF DIRECTOR: GERRIT ZALM | Management | For | For | ||||
| 16. | RE-APPOINTMENT OF AUDITORS | Management | For | For | ||||
| 17. | REMUNERATION OF AUDITORS | Management | For | For | ||||
| 18. | AUTHORITY TO ALLOT SHARES | Management | For | For | ||||
| 19. | DISAPPLICATION OF PRE-EMPTION RIGHTS | Management | For | For | ||||
| 20. | AUTHORITY TO PURCHASE OWN SHARES | Management | For | For | ||||
| 21. | APPROVAL OF LONG-TERM INCENTIVE PLAN | Management | For | For | ||||
| 22. | APPROVAL OF DEFERRED BONUS PLAN | Management | For | For | ||||
| 23. | APPROVAL OF RESTRICTED SHARE PLAN | Management | For | For | ||||
| 24. | AUTHORITY FOR CERTAIN DONATIONS AND EXPENDITURE | Management | For | For | ||||
| Page 79 of 91 | 25-Aug-2014 | |
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| JUNIPER NETWORKS, INC. | ||||||
| Security | 48203R104 | Meeting Type | Annual | |||
| Ticker Symbol | JNPR | Meeting Date | 21-May-2014 | |||
| ISIN | US48203R1041 | Agenda | 933970697 - Management | |||
Item | Proposal | Type | Vote | For/Against Management | ||||
| 1.1 | ELECTION OF DIRECTOR: PRADEEP SINDHU | Management | For | For | ||||
| 1.2 | ELECTION OF DIRECTOR: ROBERT M. CALDERONI | Management | For | For | ||||
| 1.3 | ELECTION OF DIRECTOR: MARY B. CRANSTON | Management | For | For | ||||
| 1.4 | ELECTION OF DIRECTOR: J. MICHAEL LAWRIE | Management | For | For | ||||
| 1.5 | ELECTION OF DIRECTOR: DAVID SCHLOTTERBECK | Management | For | For | ||||
| 1.6 | ELECTION OF DIRECTOR: SHAYGAN KHERADPIR | Management | For | For | ||||
| 1.7 | ELECTION OF DIRECTOR: KEVIN DENUCCIO | Management | For | For | ||||
| 1.8 | ELECTION OF DIRECTOR: GARY DAICHENDT | Management | For | For | ||||
| 2. | RATIFICATION OF ERNST & YOUNG LLP, AN INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, AS AUDITORS. | Management | For | For | ||||
| 3. | APPROVAL OF A NON-BINDING ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION. | Management | Against | Against | ||||
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| ROSS STORES, INC. | ||||||
| Security | 778296103 | Meeting Type | Annual | |||
| Ticker Symbol | ROST | Meeting Date | 21-May-2014 | |||
| ISIN | US7782961038 | Agenda | 933971891 - Management | |||
Item | Proposal | Type | Vote | For/Against Management | ||||
| 1A) | ELECTION OF DIRECTOR: MICHAEL BALMUTH | Management | For | For | ||||
| 1B) | ELECTION OF DIRECTOR: K. GUNNAR BJORKLUND | Management | For | For | ||||
| 1C) | ELECTION OF DIRECTOR: MICHAEL J. BUSH | Management | For | For | ||||
| 1D) | ELECTION OF DIRECTOR: NORMAN A. FERBER | Management | For | For | ||||
| 1E) | ELECTION OF DIRECTOR: SHARON D. GARRETT | Management | For | For | ||||
| 1F) | ELECTION OF DIRECTOR: GEORGE P. ORBAN | Management | For | For | ||||
| 1G) | ELECTION OF DIRECTOR: LAWRENCE S. PEIROS | Management | For | For | ||||
| 1H) | ELECTION OF DIRECTOR: GREGORY L. QUESNEL | Management | For | For | ||||
| 2. | ADVISORY VOTE TO APPROVE THE RESOLUTION ON THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS. | Management | For | For | ||||
| 3. | TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING JANUARY 31, 2015. | Management | For | For | ||||
| Page 81 of 91 | 25-Aug-2014 | |
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| CHINA MOBILE (HONG KONG) LIMITED | ||||||
| Security | 16941M109 | Meeting Type | Annual | |||
| Ticker Symbol | CHL | Meeting Date | 22-May-2014 | |||
| ISIN | US16941M1099 | Agenda | 933993102 - Management | |||
Item | Proposal | Type | Vote | For/Against Management | ||||
| O1 | TO RECEIVE AND CONSIDER THE AUDITED FINANCIAL STATEMENTS AND THE REPORTS OF THE DIRECTORS AND AUDITORS OF THE COMPANY AND ITS SUBSIDIARIES FOR THE YEAR ENDED 31 DECEMBER 2013. | Management | For | For | ||||
| O2 | TO DECLARE A FINAL DIVIDEND FOR THE YEAR ENDED 31 DECEMBER 2013. | Management | For | For | ||||
| O3A | TO RE-ELECT THE MR. XI GUOHUA AS EXECUTIVE DIRECTOR OF THE COMPANY. | Management | Against | Against | ||||
| O3B | TO RE-ELECT THE MR. SHA YUEJIA AS EXECUTIVE DIRECTOR OF THE COMPANY. | Management | Against | Against | ||||
| O3C | TO RE-ELECT THE MR. LIU AILI AS EXECUTIVE DIRECTOR OF THE COMPANY. | Management | Against | Against | ||||
| O4A | TO RE-ELECT THE DR. LO KA SHUI AS INDEPENDENT NON-EXECUTIVE DIRECTOR OF THE COMPANY. | Management | For | For | ||||
| O4B | TO RE-ELECT THE MR. PAUL CHOW MAN YIU AS INDEPENDENT NON-EXECUTIVE DIRECTOR OF THE COMPANY. | Management | For | For | ||||
| O5 | TO RE-APPOINT PRICEWATERHOUSECOOPERS AND PRICEWATERHOUSECOOPERS ZHONG TIAN LLP AS THE AUDITORS OF THE GROUP FOR HONG KONG FINANCIAL REPORTING AND U.S. FINANCIAL REPORTING PURPOSES, RESPECTIVELY, AND TO AUTHORIZE THE DIRECTORS OF THE COMPANY TO FIX THEIR REMUNERATION. | Management | For | For | ||||
| O6 | TO GIVE A GENERAL MANDATE TO THE DIRECTORS OF THE COMPANY TO REPURCHASE SHARES IN THE COMPANY NOT EXCEEDING 10% OF THE EXISTING ISSUED SHARE CAPITAL IN ACCORDANCE WITH ORDINARY RESOLUTION NUMBER 6 AS SET OUT IN THE AGM NOTICE. | Management | For | For | ||||
| O7 | TO GIVE A GENERAL MANDATE TO THE DIRECTORS OF THE COMPANY TO ISSUE, ALLOT AND DEAL WITH ADDITIONAL SHARES IN THE COMPANY NOT EXCEEDING 20% OF THE EXISTING ISSUED SHARE CAPITAL IN ACCORDANCE WITH ORDINARY RESOLUTION NUMBER 7 AS SET OUT IN THE AGM NOTICE. | Management | Against | Against | ||||
| O8 | TO EXTEND THE GENERAL MANDATE GRANTED TO THE DIRECTORS OF THE COMPANY TO ISSUE, ALLOT AND DEAL WITH SHARES BY THE NUMBER OF SHARES REPURCHASED IN ACCORDANCE WITH ORDINARY RESOLUTION NUMBER 8 AS SET OUT IN THE AGM NOTICE. | Management | Against | Against | ||||
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| S9 | TO AMEND THE EXISTING ARTICLES OF ASSOCIATION OF THE COMPANY IN THE MANNER SET OUT IN THE SECTION HEADED “PROPOSED ADOPTION OF NEW ARTICLES OF ASSOCIATION” IN THE CIRCULAR OF THE COMPANY DATED 8 APRIL 2014. | Management | Against | Against | ||||
| Page 83 of 91 | 25-Aug-2014 | |
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| FISERV, INC. | ||||||
| Security | 337738108 | Meeting Type | Annual | |||
| Ticker Symbol | FISV | Meeting Date | 28-May-2014 | |||
| ISIN | US3377381088 | Agenda | 933989797 - Management | |||
Item | Proposal | Type | Vote | For/Against Management | ||||
| 1. | DIRECTOR | Management | ||||||
1 CHRISTOPHER M. FLINK | For | For | ||||||
2 DENNIS F. LYNCH | For | For | ||||||
3 DENIS J. O’LEARY | For | For | ||||||
4 GLENN M. RENWICK | For | For | ||||||
5 KIM M. ROBAK | For | For | ||||||
6 DOYLE R. SIMONS | For | For | ||||||
7 THOMAS C. WERTHEIMER | For | For | ||||||
| 2. | TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS OF FISERV, INC. | Management | For | For | ||||
| 3. | TO RATIFY THE SELECTION OF DELOITTE & TOUCHE LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF FISERV, INC. FOR 2014. | Management | For | For | ||||
| 4. | A SHAREHOLDER PROPOSAL RELATING TO CONFIDENTIAL VOTING. | Shareholder | Against | For | ||||
| Page 84 of 91 | 25-Aug-2014 | |
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| TARGA RESOURCES CORP. | ||||||
| Security | 87612G101 | Meeting Type | Annual | |||
| Ticker Symbol | TRGP | Meeting Date | 29-May-2014 | |||
| ISIN | US87612G1013 | Agenda | 933968488 - Management | |||
Item | Proposal | Type | Vote | For/Against Management | ||||
| 1. | DIRECTOR | Management | ||||||
1 CHARLES R. CRISP | For | For | ||||||
2 LAURA C. FULTON | For | For | ||||||
3 JAMES W. WHALEN | For | For | ||||||
| 2. | RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS | Management | For | For | ||||
| 3. | ADVISORY VOTE ON EXECUTIVE COMPENSATION | Management | For | For | ||||
| 4. | A SHAREHOLDER PROPOSAL REGARDING PUBLICATION OF A REPORT ON METHANE EMISSIONS | Shareholder | Against | For | ||||
| Page 85 of 91 | 25-Aug-2014 | |
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| BANCO SANTANDER BRASIL S.A. | ||||||
| Security | 05967A107 | Meeting Type | Special | |||
| Ticker Symbol | BSBR | Meeting Date | 09-Jun-2014 | |||
| ISIN | US05967A1079 | Agenda | 934030569 - Management | |||
Item | Proposal | Type | Vote | For/Against Management | ||||
| 1 | COMPANY’S EXIT FROM THE LEVEL 2 SPECIAL LISTING SEGMENT OF SAO PAULO STOCK EXCHANGE (BM&FBOVESPA S.A. - BOLSA DE VALORES MERCADORIAS E FUTUROS) (“LEVEL 2”), WITH THE DISCONTINUITY BY THE COMPANY OF DIFFERENTIATED CORPORATE GOVERNANCE PRACTICES ESTABLISHED ON THE LEVEL 2 REGULATION (“EXIT FROM LEVEL 2”), PURSUANT TO SECTION XI OF LEVEL 2 REGULATION AND TITLE X OF THE COMPANY’S BYLAWS, ALL AS MORE FULLY DESCRIBED IN THE PROXY MATERIAL. | Management | Against | Against | ||||
| 2AB | ELECTION OF SPECIALIZED COMPANY: BANK OF AMERICA MERRILL LYNCH BANCO MULTIPLO S.A. (PLEASE MARK A FOR VOTING BOX FOR ONLY 1 OF 4 COMPANIES. IF MORE THAN 1 FOR BOX IS CHECKED, YOUR VOTE WILL BE DEEMED TO BE INVALID, AND WILL NOT BE COUNTED AT THE MEETING.) | Management | For | For | ||||
| 2AC | ELECTION OF SPECIALIZED COMPANY: N M ROTHSCHILD & SONS (BRASIL) LTDA. (PLEASE MARK A FOR VOTING BOX FOR ONLY 1 OF 4 COMPANIES. IF MORE THAN 1 FOR BOX IS CHECKED, YOUR VOTE WILL BE DEEMED TO BE INVALID, AND WILL NOT BE COUNTED AT THE MEETING.) | Management | Abstain | Against | ||||
| 2AD | ELECTION OF SPECIALIZED COMPANY: KPMG CORPORATE FINANCE LTDA. (PLEASE MARK A FOR VOTING BOX FOR ONLY 1 OF 4 COMPANIES. IF MORE THAN 1 FOR BOX IS CHECKED, YOUR VOTE WILL BE DEEMED TO BE INVALID, AND WILL NOT BE COUNTED AT THE MEETING.) | Management | Abstain | Against | ||||
| 2AE | ELECTION OF SPECIALIZED COMPANY: GOLDMAN SACHS DO BRASIL BANCO MULTIPLO S.A. (PLEASE MARK A FOR VOTING BOX FOR ONLY 1 OF 4 COMPANIES. IF MORE THAN 1 FOR BOX IS CHECKED, YOUR VOTE WILL BE DEEMED TO BE INVALID, AND WILL NOT BE COUNTED AT THE MEETING.) | Management | Abstain | Against | ||||
| Page 86 of 91 | 25-Aug-2014 | |
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| VIVENDI SA, PARIS | ||||||
| Security | F97982106 | Meeting Type | MIX | |||
| Ticker Symbol | Meeting Date | 24-Jun-2014 | ||||
| ISIN | FR0000127771 | Agenda | 705255405 - Management | |||
Item | Proposal | Type | Vote | For/Against Management | ||||
| CMMT | PLEASE NOTE IN THE FRENCH MARKET THAT THE ONLY VALID VOTE OPTIONS ARE “FOR”-AND “AGAINST” A VOTE OF “ABSTAIN” WILL BE TREATED AS AN “AGAINST” VOTE. | Non-Voting | ||||||
| CMMT | THE FOLLOWING APPLIES TO SHAREHOLDERS THAT DO NOT HOLD SHARES DIRECTLY WITH A-FRENCH CUSTODIAN: PROXY CARDS: VOTING INSTRUCTIONS WILL BE FORWARDED TO THE-GLOBAL CUSTODIANS ON THE VOTE DEADLINE DATE. IN CAPACITY AS REGISTERED-INTERMEDIARY, THE GLOBAL CUSTODIANS WILL SIGN THE PROXY CARDS AND FORWARD-THEM TO THE LOCAL CUSTODIAN. IF YOU REQUEST MORE INFORMATION, PLEASE CONTACT-YOUR CLIENT REPRESENTATIVE. | Non-Voting | ||||||
| CMMT | 30 MAY 2014: PLEASE NOTE THAT IMPORTANT ADDITIONAL MEETING INFORMATION IS AVA-ILABLE BY CLICKING ON THE MATERIAL URL LINK:- https://balo.journal- officiel.gouv.fr/pdf/2014/0505/201405051401- 583.pdf. PLEASE NOTE THAT THIS IS A REVISION DUE TO MODIFICATION TO TEXT OF RE-SOLUTION O.7 AND RECEIPT OF ADDITIONAL URL: http://www.journal- officiel.gouv.f- r//pdf/2014/0530/201405301402624.pdf.IF YOU HAVE ALREADY SENT IN YOUR VOTES, P- LEASE DO NOT VOTE AGAIN UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS.-THANK YOU | Non-Voting | ||||||
| O.1 | APPROVAL OF THE REPORTS AND ANNUAL CORPORATE FINANCIAL STATEMENTS FOR THE 2013 FINANCIAL YEAR | Management | For | For | ||||
| O.2 | APPROVAL OF THE REPORTS AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE 2013 FINANCIAL YEAR | Management | For | For | ||||
| O.3 | APPROVAL OF THE SPECIAL REPORT OF THE STATUTORY AUDITORS ON THE REGULATED AGREEMENTS AND COMMITMENTS | Management | For | For | ||||
| O.4 | ALLOCATION OF INCOME FOR THE 2013 FINANCIAL YEAR, DISTRIBUTION OF THE DIVIDEND AT EUR 1 PER SHARE BY ALLOCATING SHARE PREMIUMS, AND SETTING THE PAYMENT DATE | Management | For | For | ||||
| O.5 | ADVISORY REVIEW ON THE COMPENSATION OWED OR PAID TO MR. JEAN-FRANCOIS DUBOS, CHAIRMAN OF THE EXECUTIVE BOARD FOR THE 2013 FINANCIAL YEAR | Management | For | For | ||||
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| O.6 | ADVISORY REVIEW ON THE COMPENSATION OWED OR PAID TO MR. PHILIPPE CAPRON, EXECUTIVE BOARD MEMBER (UNTIL DECEMBER 31ST, 2013) FOR THE 2013 FINANCIAL YEAR | Management | For | For | ||||
| O.7 | RENEWAL OF TERM OF MRS. ALIZA JABES AS SUPERVISORY BOARD MEMBER | Management | For | For | ||||
| O.8 | RENEWAL OF TERM OF MR. DANIEL CAMUS AS SUPERVISORY BOARD MEMBER | Management | For | For | ||||
| O.9 | APPOINTMENT OF MRS. KATIE JACOBS STANTON AS SUPERVISORY BOARD MEMBER | Management | For | For | ||||
| O.10 | APPOINTMENT OF MRS. VIRGINIE MORGON AS SUPERVISORY BOARD MEMBER | Management | Against | Against | ||||
| O.11 | APPOINTMENT OF MR. PHILIPPE BENACIN AS SUPERVISORY BOARD MEMBER | Management | For | For | ||||
| O.12 | AUTHORIZATION GRANTED TO THE EXECUTIVE BOARD TO ALLOW THE COMPANY TO PURCHASE ITS OWN SHARES | Management | For | For | ||||
| E.13 | AUTHORIZATION GRANTED TO THE EXECUTIVE BOARD TO REDUCE SHARE CAPITAL BY CANCELLATION OF SHARES | Management | For | For | ||||
| E.14 | AUTHORIZATION GRANTED TO THE EXECUTIVE BOARD TO CARRY OUT THE ALLOTMENT OF FREE SHARES EXISTING OR TO BE ISSUED, CONDITIONAL OR NOT, TO EMPLOYEES OF THE COMPANY AND AFFILIATED COMPANIES AND CORPORATE OFFICERS WITHOUT SHAREHOLDERS’ PREFERENTIAL SUBSCRIPTION RIGHTS IN CASE OF ALLOTMENT OF NEW SHARES | Management | For | For | ||||
| E.15 | DELEGATION GRANTED TO THE EXECUTIVE BOARD TO DECIDE TO INCREASE SHARE CAPITAL IN FAVOR OF EMPLOYEES AND RETIRED EMPLOYEES WHO ARE PARTICIPATING IN A GROUP SAVINGS PLAN WITH CANCELLATION OF SHAREHOLDERS’ PREFERENTIAL SUBSCRIPTION RIGHTS | Management | For | For | ||||
| E.16 | DELEGATION GRANTED TO THE EXECUTIVE BOARD TO DECIDE TO INCREASE SHARE CAPITAL IN FAVOR OF EMPLOYEES OF FOREIGN SUBSIDIARIES OF VIVENDI WHO ARE PARTICIPATING IN A GROUP SAVINGS PLAN AND TO IMPLEMENT ANY SIMILAR PLAN WITH CANCELLATION OF SHAREHOLDERS’ PREFERENTIAL SUBSCRIPTION RIGHTS | Management | For | For | ||||
| E.17 | ESTABLISHING THE TERMS AND CONDITIONS FOR APPOINTING SUPERVISORY BOARD MEMBERS REPRESENTING EMPLOYEES IN COMPLIANCE WITH THE PROVISIONS OF ACT OF JUNE 14TH, 2013 RELATING TO EMPLOYMENT SECURITY AND CONSEQUENTIAL AMENDMENT TO ARTICLE 8 OF THE BYLAWS “ SUPERVISORY BOARD MEMBERS ELECTED BY EMPLOYEES | Management | For | For | ||||
| E.18 | POWERS TO CARRY OUT ALL FORMALITIES | Management | For | For | ||||
| Page 88 of 91 | 25-Aug-2014 | |
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| SUMITOMO MITSUI TRUST HOLDINGS,INC. | ||||||
| Security | J0752J108 | Meeting Type | Annual General Meeting | |||
| Ticker Symbol | Meeting Date | 27-Jun-2014 | ||||
| ISIN | JP3892100003 | Agenda | 705352172 - Management | |||
Item | Proposal | Type | Vote | For/Against Management | ||||
| Please reference meeting materials. | Non-Voting | |||||||
| 1 | Approve Appropriation of Surplus | Management | For | For | ||||
| 2.1 | Appoint a Director | Management | For | For | ||||
| 2.2 | Appoint a Director | Management | For | For | ||||
| 2.3 | Appoint a Director | Management | For | For | ||||
| 2.4 | Appoint a Director | Management | For | For | ||||
| 2.5 | Appoint a Director | Management | For | For | ||||
| 2.6 | Appoint a Director | Management | For | For | ||||
| 2.7 | Appoint a Director | Management | For | For | ||||
| 2.8 | Appoint a Director | Management | For | For | ||||
| 2.9 | Appoint a Director | Management | For | For | ||||
| 2.10 | Appoint a Director | Management | For | For | ||||
| 3 | Appoint a Corporate Auditor | Management | For | For | ||||
| 4 | Amend the Compensation including Stock Options to be received by Directors | Management | For | For | ||||
| Page 89 of 91 | 25-Aug-2014 | |
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| CHINA MERCHANTS BANK CO LTD, SHENZEN | ||||||
| Security | Y14896115 | Meeting Type | Annual General Meeting | |||
| Ticker Symbol | Meeting Date | 30-Jun-2014 | ||||
| ISIN | CNE1000002M1 | Agenda | 705393774 - Management | |||
Item | Proposal | Type | Vote | For/Against Management | ||||
| CMMT | PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID 305854 DUE TO ADDITION OF-RESOLUTION 16. ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED-AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING NOTICE. THANK YOU. | Non-Voting | ||||||
| CMMT | PLEASE NOTE THAT THE COMPANY NOTICE AND PROXY FORM ARE AVAILABLE BY CLICKING-ON THE URL LINKS: http://www.hkexnews.hk/listedco/listconews/SEH K/2014/0428/LT-N20140428408.pdf, http://www.hkexnews.hk/listedco/listconews/SEH K/2014/0428/LT-N20140428450.pdf AND http://www.hkexnews.hk/listedco/listconews/SEH K/2014/0604-/LTN201406041312.pdf | Non-Voting | ||||||
| 1 | CONSIDER AND APPROVE THE WORK REPORT OF THE BOARD OF DIRECTORS OF THE COMPANY FOR THE YEAR 2013 | Management | For | For | ||||
| 2 | CONSIDER AND APPROVE THE WORK REPORT OF THE BOARD OF SUPERVISORS OF THE COMPANY FOR THE YEAR 2013 | Management | For | For | ||||
| 3 | CONSIDER AND APPROVE THE ANNUAL REPORT OF THE COMPANY FOR THE YEAR 2013 (INCLUDING THE AUDITED FINANCIAL REPORT) | Management | For | For | ||||
| 4 | CONSIDER AND APPROVE THE AUDITED FINANCIAL STATEMENTS OF THE COMPANY FOR THE YEAR 2013 | Management | For | For | ||||
| 5 | CONSIDER AND APPROVE THE PROPOSAL REGARDING THE PROFIT APPROPRIATION PLAN FOR THE YEAR 2013 (INCLUDING THE DISTRIBUTION OF FINAL DIVIDENDS) | Management | For | For | ||||
| 6 | CONSIDER AND APPROVE THE RESOLUTION REGARDING THE APPOINTMENT OF ACCOUNTING FIRM AND ITS REMUNERATION FOR THE YEAR 2014 | Management | For | For | ||||
| 7 | CONSIDER AND APPROVE THE RESOLUTION REGARDING THE ELECTION OF Ms. SU MIN AS A NON-EXECUTIVE DIRECTOR | Management | For | For | ||||
| 8 | CONSIDER AND APPROVE THE RESOLUTION REGARDING THE ELECTION OF MR. DONG XIANDE AS AN EXTERNAL SUPERVISOR | Management | For | For | ||||
| 9 | CONSIDER AND APPROVE THE ASSESSMENT REPORT ON THE DUTY PERFORMANCE OF DIRECTORS FOR THE YEAR 2013 | Management | For | For | ||||
| 10 | CONSIDER AND APPROVE THE ASSESSMENT REPORT ON THE DUTY PERFORMANCE OF SUPERVISORS FOR THE YEAR 2013 | Management | For | For | ||||
| Page 90 of 91 | 25-Aug-2014 | |
Salient Global Equity Fund
| 11 | CONSIDER AND APPROVE THE ASSESSMENT REPORT ON THE DUTY PERFORMANCE AND CROSS-EVALUATION OF INDEPENDENT DIRECTORS FOR THE YEAR 2013 | Management | For | For | ||||
| 12 | CONSIDER AND APPROVE THE ASSESSMENT REPORT ON THE DUTY PERFORMANCE AND CROSS-EVALUATION OF EXTERNAL SUPERVISORS FOR THE YEAR 2013 | Management | For | For | ||||
| 13 | CONSIDER AND APPROVE THE RELATED PARTY TRANSACTION REPORT FOR THE YEAR 2013 | Management | For | For | ||||
| 14 | CONSIDER AND APPROVE THE RESOLUTION REGARDING THE GENERAL MANDATE TO ISSUE NEW SHARES AND/OR DEAL WITH SHARE OPTIONS BY CHINA MERCHANTS BANK CO., LTD. | Management | Against | Against | ||||
| 15 | CONSIDER AND APPROVE THE RESOLUTION REGARDING THE ARTICLES OF ASSOCIATION OF CHINA MERCHANTS BANK CO., LTD. (2014 REVISION) (INCLUDING THE RULES OF PROCEDURES FOR SHAREHOLDERS’ GENERAL MEETINGS, THE RULES OF PROCEDURES FOR MEETINGS OF THE BOARD OF DIRECTORS AND THE RULES OF PROCEDURES FOR MEETINGS OF THE BOARD OF SUPERVISORS OF THE COMPANY) | Management | For | For | ||||
| 16 | RESOLUTION ON APPOINTMENT OF A CANDIDATE FOR NON-EXECUTIVE DIRECTOR: MR. LI JIANHONG | Management | For | For | ||||
| CMMT | 11 JUN 2014: PLEASE NOTE THAT THE BOARD DOES NOT HAVE ANY RECOMMENDATIONS ON R-ESOLUTION 16 | Non-Voting | ||||||
| CMMT | 11 JUN 2014: PLEASE NOTE THAT THIS IS A REVISION DUE TO ADDITION OF COMMENT. I-F YOU HAVE ALREADY SENT IN YOUR VOTES FOR MID: 350275 PLEASE DO NOT VOTE AGAIN-UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU. | Non-Voting | ||||||
| Page 91 of 91 | 25-Aug-2014 | |
Salient MLP Fund
| MARKWEST ENERGY PARTNERS LP | ||||||
| Security | 570759100 | Meeting Type | Annual | |||
| Ticker Symbol | MWE | Meeting Date | 06-Jun-2014 | |||
| ISIN | US5707591005 | Agenda | 934004906 - Management | |||
Item | Proposal | Type | Vote | For/Against Management | ||||
| 1. | DIRECTOR Management | |||||||
1 FRANK M. SEMPLE | For | For | ||||||
2 DONALD D. WOLF | For | For | ||||||
3 W.A. BRUCKMANN III | For | For | ||||||
4 MICHAEL L. BEATTY | For | For | ||||||
5 CHARLES K. DEMPSTER | For | For | ||||||
6 DONALD C. HEPPERMANN | For | For | ||||||
7 RANDALL J. LARSON | For | For | ||||||
8 ANNE E. FOX MOUNSEY | For | For | ||||||
9 WILLIAM P. NICOLETTI | For | For | ||||||
| 2 | TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION OF THE PARTNERSHIP’S NAMED EXECUTIVE OFFICERS AS DESCRIBED IN THE PARTNERSHIP’S PROXY STATEMENT FOR THE 2014 ANNUAL MEETING OF COMMON UNITHOLDERS. | Management | Against | Against | ||||
| 3 | RATIFICATION OF DELOITTE & TOUCHE LLP AS THE PARTNERSHIP’S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2014. | Management | For | For | ||||
| Page 1 of 1 | 25-Jul-2014 | |
Salient Risk Parity Fund
The Fund did not vote any proxies during the reporting period.
Salient Alternative Beta Fund
The Fund did not vote any proxies during the reporting period.
Salient Trend Fund
The Fund did not vote any proxies during the reporting period.
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Registrant: Salient MF Trust
| By: | /s/ John A. Blaisdell | |
John A. Blaisdell Principal Executive Officer | ||
| Date: | August 28, 2014 | |
