| OMB APPROVAL |
| OMB Number: 3235-0582 |
| Expires: March 31, 2018 |
| Estimated average burden hours per response 7.2 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT
INVESTMENT COMPANY
Investment Company Act file number 811-22894
INVESTMENT MANAGERS SERIES TRUST II
(Exact name of registrant as specified in charter)
| 235 W. Galena Street, Milwaukee, WI | 53212 |
| (Address of principal executive offices) | (Zip code) |
Constance Dye Shannon
235 W. Galena Street, Milwaukee, WI 53212
(Name and address of agent for service)
Registrant's telephone number, including area code: (414) 299-2295
Date of fiscal year end: November 30
Date of reporting period: July 1, 2015 - June 30, 2016
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 (ss.ss. 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. ss. 3507.
ITEM 1. PROXY VOTING RECORD.
Form N-PX Proxy Voting Records
Fund Name: ACR Multi-Strategy Quality Return (MQR) Fund
Reporting Period: 07/01/15 to 6/30/16
Issuer: a Kingstone Financial
Ticker: b KINS
CUSIP: c 496719105
Meeting Date: d 8/11/2015
Ballot Issue e | | Description e | Proponent f | Vote Cast g,h | Mgmt Rec i |
| 1 Elect Board of Directors | | | | |
| | 1 | Barry B. Goldstein | Board of Directors | For | For |
| | 2 | Jay M. Haft | Board of Directors | For | For |
| | 3 | Jack D. Selbal | Board of Directors | For | For |
| | 4 | Floyd R. Tupper | Board of Directors | For | For |
| 2 | | To approve the Company's 2014 Equity Partricipation Plan | Board of Directors | For | For |
| 3 | | To ratify the selection of Marcum LLP as the Company's independent registered public accounting firm for the fiscal year ending Dec. 31, 2015. | Board of Directors | Against | For |
Issuer: a Vodafone
Ticker: b VOD
CUSIP: c 92857W308
Meeting Date: d 7/28/2015
Ballot Issue e | Description e | Proponent f | Vote Cast g,h | Mgmt Rec i |
| 1 | To receive the Company's accounts, the strategic report and reports of the directos and the auditor for the year ended 31 March 2015. | Board of Directors | For | For |
| 2 | To re-elect Gerard Kleisterlee as a director | Board of Directors | Withheld | For |
| 3 | To re-elect Vittorio Colao as a director | Board of Directors | For | For |
| 4 | To re-elect Nick Read as a director | Board of Directors | Withheld | For |
| 5 | To re-elect Sir Crispin Davis as a director | Board of Directors | Withheld | For |
| 6 | To elect Dr. Mathias Dopfner as a director in accordance with the Company's articles of association | Board of Directors | Withheld | For |
| 7 | To re-elect Dame Clara Furse as a director | Board of Directors | Withheld | For |
| 8 | To re-elect Valerie Gooding as a director | Board of Directors | Withheld | For |
| 9 | To re-elect Renedd James as a director | Board of Directors | Withheld | For |
| 10 | To re-elect Samuel Jonah as a director | Board of Directors | Withheld | For |
| 11 | To re-elect Nick Land as a director | Board of Directors | Withheld | For |
| 12 | To re-elect Philip Yea as a director | Board of Directors | Withheld | For |
| 13 | To delcara a final dividend of 7.62 pence per ordinary share for the year ended 31 march 2015. | Board of Directors | Against | For |
| 14 | To approve the Remuneration Report of the Board for the year ended 31 March 2015. | Board of Directors | For | For |
| 15 | To reappoiint PriceWaterhouseCoopers LLP as the auditor to the Company until the end of the next general meeting at which accounts are laid before the Company. | Board of Directors | Withheld | For |
| 16 | To authorize the Audit and Risk Committee to determine the remuneration of the audtior | Board of Directors | For | For |
| 17 | To authorize the directors to allot shares | Board of Directors | For | for |
| 18 | To authorize the directors to dis-apply pre-emption rights | Board of Directors | For | For |
| 19 | To authorize the Company to purchase its own shares | Board of Directors | For | For |
| 20 | To authorize political donations and expenditure | Board of Directors | Withheld | For |
| 21 | To authorize the Company to call general meetings (other than AGMs) on 14 clear days' notice | Board of Directors | For | For |
| | | | | |
| | | | | |
Issuer: a Fairfax Financial Holdings
Ticker: b FRFHF
CUSIP: c 303901102
Meeting Date: d 7/21/2015
Ballot Issue e | Description e | Proponent f | Vote Cast g,h | Mgmt Rec i |
| 1a. | Election of Trustee John T. Collins | Board of Directors | For | For |
| 1b. | Election of Trustee Maureen Lally-Green | Board of Directors | For | For |
| 1c. | Election of Trustee P. Jerome Richey | Board of Directors | For | For |
| 1d. | Election of Trustee G. Thomas Hough | Board of Directors | For | For |
| 2a. | Permit the Trust or any fund to comply with requirements of rule 2A-7 under the Investment Company Act of 1940 including to involuntarily redeem shares of shareholders who do not meet onwership qualification or to comply with applicable laws and regulations | Board of Directors | For | For |
| 2b. | To modernize and make more efficient the trusts declaration of trust through the following amendments permit the trustees to authorize the trust or any fund or class as applicable, to dissolve, convert, merge, consolidate, reorganize, sell all or any part of its assets, exchange shares or re-domicile without shareholder approval, To the extent permitted under the 1940 ACT. | Board of Directors | Abstain | For |
| 2c. | To modernize and make more efficient the Trusts' declaration of Trust through the following amendments. Permit future amendments to the declaration of trust to be made by the trustees, to the extent that a shareholder vote is not required under the 1940 Act and that those amendments are not in contravention of federal securities laws. | Board of Directors | For | For |
Issuer: a Fairfax Financial Holding
Ticker: b FRFHF
CUSIP: c 303901102
Meeting Date: d 8/24/2015
Ballot Issue e | Description e | Proponent f | Vote Cast g,h | Mgmt Rec i |
| 1 | The special resoulution approving an amendment of the articles of incorporation of Fairfax Financial Holdings Limited to (i) increase the number of votes attached to the multiple voting shares from ten votes to 50 votes per mulitple voting share, subject to adjustment in accordance with Fairfax's articles of incorporation and subject to certain limitations on the total number of votes represented by the multiple voting shares, including that the votes attached to the multiple voting shares represent no more than 41.8% of the votes attached to all outstanding multiple voting shares and subordinate voting shares of Fairfax, (ii) subjecting the vote increase described in (i) above to a shareholder ratification procedure, (iii) creating provisions to ensure equal treatment of holders of multiple voting shares and subordinate voting shares in the event of certain transactions, and (iv) make certain corresponding and factual updating amendments, as more particularly described in the Management Proxy Circular date June 12, 2015, the full text of which special resolution and Amendment are set forth in Schedule A to the Circular. | Board of Directors | For | For |
Issuer: a Federated Treasury Obligations
Ticker: b TOIXX
CUSIP: c 60934N500
Meeting Date: d 8/6/2015
Ballot Issue e | Description e | Proponent f | Vote Cast g,h | Mgmt Rec i |
| 1a. | Election of Trustee John T. Collins | Board of Directors | For | For |
| 1b. | Election of Trustee Maureen Lally-Green | Board of Directors | For | For |
| 1c. | Election of Trustee P. Jerome Richey | Board of Directors | For | For |
| 1d. | Election of Trustee G. Thomas Hough | Board of Directors | For | For |
| 2a | Permit the trust or any fund to comply with requirements of the rule 2A-7 under the Investment Company Act of 1940 including involuntarily redeem shares of shareholder who do not meet ownership qualifications or to comply with the applicable laws and regulations. | Board of Directors | For | For |
| 2b | To Modernize and make more efficient the trust's delcarion of trust throught the following amendments: permit the trustees to authorize the trust, or any fund or class, as applicable, to dissolve, convert, merge, consolidate, reorganize, sell all or any part of its assets, exchange shares or re-domicile without shareholder approval, to the extent permied under the 1940 Act. | Board of Directors | Abstain | For |
| 2c | To modernize and make more efficient the trust's declaration of trust through the following amendments: permit future amendments to the declaration of trust to be made by the trustees, to the extent that a shareholder vote is not required under the 1940 Act and that those amendments are not in contravetion of federal securities laws. | Board of Directors | For | For |
Issuer: a Humana
Ticker: b HUM
CUSIP: c 444859-102
Meeting Date: d 10/19/2015
Ballot Issue e | Description e | Proponent f | Vote Cast g,h | Mgmt Rec i |
| 1 | Adoption of the agreement and pland of merger, dated as of July 2, 2015 among Aetna Inc. Echo Merger Sub, Inc. a Delaware Corporation and Wholly owned subsidiary of Aetna, Echo Merger Sub, LLC, a Delaware lLC and wholly owned subsidiary of Aetna, and Human Inc., as it may be...) | Board of Directors | For | For |
| 2 | Adjournment from time to time of the special meeting, if necessary, to solicit additional proxies if there are not sufficient votes to adopt the merger agreement at the time of the special meeting or any adjournment or postponement thereof. | Board of Directors | For | For |
| 3 | Approval on an advisory (non-binding) basis, of compensation tha will or may be paid or provided by humana to its name executive officers in conection with the merger contemplated by the merger agreement. | Board of Directors | Against | For |
Issuer: a Southern Missouri Bancorp
Ticker: b SMBC
CUSIP: c 843380106
Meeting Date: d 10/26/2015
Ballot Issue e | Description e | Proponent f | Vote Cast g,h | Mgmt Rec i |
| 1 | Vote election of directors: 01- Greg A. Steffens, 02-Douglas Bagby, 03- David J. Tooley, 04-Todd E. Hensley | Board of Directors | Withold | For |
| 2 | The Advisory (non-binding) vote on our executive compensation as disclosed in the accompanying proxy statement. | Board of Directors | For | For |
| 3 | The ratification of the appointment of BKD, LLP as Souther Missouri Bancopr's independent auditors for he fiscal year ending June 30, 2015. | Board of Directors | For | For |
Issuer: a Sysco
Ticker: b SYY
CUSIP: c 871829107
Meeting Date: d 11/18/2015
Ballot Issue e | | Description e | Proponent f | Vote Cast g,h | Mgmt Rec i |
| 1 Election of Directors | | | | |
| | 1a | Election of director John M. Cassaday | Board of Directors | Against | For |
| | 1b | Election of director Judith B. Craven, M.D. | Board of Directors | Against | For |
| | 1c | Election of director William J. Delaney | Board of Directors | Against | For |
| | 1d | Election of director Joshua D. Frank | Board of Directors | For | For |
| | 1e | Election of director Larry C. Glasscock | Board of Directors | Against | For |
| | 1f | Election of director Jonathan Golden | Board of Directors | Against | For |
| | 1g | Election of director Joseph A. Hafner, Jr. | Board of Directors | Against | For |
| | 1h | Election of director Hans-Joachim Koerber | Board of Directors | Against | For |
| | 1i | Election of director Nancy S. Newcomb | Board of Directors | Against | For |
| | 1j | Election of director Nelson Peltz | Board of Directors | For | For |
| | 1k | Election of director Richard G. Tilghman | Board of Directors | Against | For |
| | 1l | Election of director Jackie M. Ward | Board of Directors | Against | For |
| 2 | | To approve, by advisory vote, the compensation paid to Sysco's named executive officers, as disclosed in Sysco's 2016 Proxy statement. | Board of Directors | Against | For |
| 3 | | To ratify the appointment of Ernst & Young LLP as Sysco's independent registered public accounting firm for fiscal year 2016. | Board of Directors | Abstain | For |
Issuer: a Precision Castparts
Ticker: b PCP
CUSIP: c 740189105
Meeting Date: d 11/19/2015
Ballot Issue e | Description e | Proponent f | Vote Cast g,h | Mgmt Rec i |
| 1 | Approve the agreement and plan of merger, dated as of August 8, 2015, by and among Berkshire Hathaway, Inc., NW Merger Sub Inc., and Precision Castparts Corp. | Board of Directors | For | For |
| 2 | Approve of a non-binding, advisory basis the compensation that may be paid or become payable to the company’s named executive officers in connection with, or following, the consummation of the merger. | Board of Directors | Against | For |
Issuer: a Microsoft
Ticker: b MSFT
CUSIP: c 594918104
Meeting Date: d 12/2/2015
Ballot Issue e | | Description e | Proponent f | Vote Cast g,h | Mgmt Rec i |
| 1. Election of Directors | | | | |
| | 1.01 | William H. Gates III | Board of Directors | For | For |
| | 1.02 | Teri L. List-Stoll | Board of Directors | For | For |
| | 1.03 | G. Mason Morfit | Board of Directors | For | For |
| | 1.04 | Satya Madella | Board of Directors | For | For |
| | 1.05 | Charles H. Noski | Board of Directors | For | For |
| | 1.06 | Helmut Panke | Board of Directors | For | For |
| | 1.07 | Sandra E. Peterson | Board of Directors | For | For |
| | 1.08 | Charles W. Schart | Board of Directors | For | For |
| | 1.09 | John W. Stanton | Board of Directors | For | For |
| | 1.1 | John W. Thompson | Board of Directors | For | For |
| | 1.11 | Padmasree Warrior | Board of Directors | For | For |
| 2 | | Advisory vote on executive compensation | Board of Directors | Against | For |
| 3 | | Ratification of Deloitte & Touche LLP as our independent auditor for fiscal year 2016. | Board of Directors | For | For |
Issuer: a Fairfax Financial Holdings
Ticker: b TSX: FFH
CUSIP: c 303901102
Meeting Date: d 4/12/2016
Ballot Issue e | | Description e | Proponent f | Vote Cast g,h | Mgmt Rec i |
| 1 Election of Directors | | | | |
| | 1 | Anthony F. Griffiths | Directors | For | For |
| | 2 | Robert J. Gunn | Directors | For | For |
| | 3 | Alan D. Horn | Directors | For | For |
| | 4 | John R.V. Plamer | Directors | For | For |
| | 5 | Timothy R. Price | Directors | For | For |
| | 7 | Bemjamin P. Watsa | Directors | For | For |
| | 8 | Prem Watsa | Directors | For | For |
| 2 | | Appointment of PriceWaterHouseCoopers LLP as auditor for the corporation. | Directors | For | For |
Issuer: a Johnson & Johnson
Ticker: b JNJ
CUSIP: c 478160104
Meeting Date: d 4/27/2016
Ballot Issue e | | Description e | Proponent f | Vote Cast g,h | Mgmt Rec i |
| 1 Election of Directors | | | | |
| | 1a | Mary C. Beckerle | Board of Directors | Against | For |
| | 1b | D. Scott Davis | Board of Directors | Against | For |
| | 1c | Ian E L Davis | Board of Directors | Against | For |
| | 1d | Alex Gorsky | Board of Directors | Against | For |
| | 1e | Susan L. Lindquist | Board of Directors | Against | For |
| | 1f | Mark B. McClellan | Board of Directors | Against | For |
| | 1g | Anne M. Mulcahy | Board of Directors | Against | For |
| | 1h | William D. Perez | Board of Directors | Against | For |
| | 1i | Charles Prince | Board of Directors | Against | For |
| | 1j | A. Eugene Washington | Board of Directors | Against | For |
| | 1k | Ronald A. Williams | Board of Directors | Against | For |
| 2 | | Advisory vote to ap[p[rove named executive officer compensation. | Board of Directors | Against | For |
| 3 | | Ratification of appointment of PriceWaterHouseCoopers LLP as the independent Registered Public Accounting Firm for 2016. | Board of Directors | Abstain | For |
| 4 | | Shareholder Proposal-Policy for Share Repurchase Preference. | Board of Directors | Against | Against |
| 5 | | Shareholder Proposal- Independent Board Chairman | Board of Directors | For | Against |
| 6 | | Shareholder Proposal- Report on lobbying disclosure | Board of Directors | Against | Against |
| 7 | | Shareholder Proposal -Take back programs for unused medicines | Board of Directors | Abstain | Against |
Issuer: a Danone
Ticker: b DANOY
CUSIP: c 399449107
Meeting Date: d 4/28/2016
Ballot Issue e | Description e | Proponent f | Vote Cast g,h | Mgmt Rec i |
| 1 | Approval of the statutory financial statement for the fiscal year end Dec. 31, 2015 | Management | Not Voted | Not Voted |
| 2 | Approval of the consolidated financial statements for the fiscal year end Dec. 31, 2015 | Management | Not Voted | Not Voted |
| 3 | Allocation of earnings for the fiscal year ended Dec. 31, 2015 and setting of the dividend at 1.60 per share | Management | Not Voted | Not Voted |
| 4 | Renewal of the term of office of Mr. Franck RIBOUD as director. | Management | Not Voted | Not Voted |
| 5 | Renewal of the term of office of Mr. Emmanual FABER as director. | Management | Not Voted | Not Voted |
| 6 | Appointment of Mrs. Clara GAYMARD as director. | Management | Not Voted | Not Voted |
| 7 | Reneal of the term of office of PriceWaterHouseCoopers Audit as stautory auditor. | Management | Not Voted | Not Voted |
| 8 | Appointment of Ernst & Young audit as staturoy auditor | Management | Not Voted | Not Voted |
| 9 | Appointment of Mr. Jean-Christopher Georghiou as substitute statutory auditor | Management | Not Voted | Not Voted |
| 10 | Renewal of the term of office of Auditex as substitute statutory auditor | Management | Not Voted | Not Voted |
| 11 | Approval of an agreement referred to in Articles L.225-38 et seq of the French commercial code entered into with the mutual investment fund (SICAV) danone communities. | Management | Not Voted | Not Voted |
| 12 | Approval of the undertakings referred to in Article L.225-22-1 of the French commercial code regarding Mr. Emmanuel Faber's severance package in certain cases of termination of his office. | Management | Not Voted | Not Voted |
| 13 | Approval of the undertakings referred to in Articles L.225-22-1 and L. 225-42-1 of the French commercial code regarding Mr. Emmanuel Faber's Retirement commitments. | Management | Not Voted | Not Voted |
| 14 | Advisory opinion on the components of compensation due or awarded for the fiscal year ended Dec. 31, 2015 to Mr. Franck Riboud, Chairman of the Board of Directors. | Management | Not Voted | Not Voted |
| 15 | Advisory opinion on the components of compensation due or awarded for the fiscal year ended Dec. 31, 2015 to Mr. Emmanual Faber, Chief Executive Officer. | Management | Not Voted | Not Voted |
| 16 | Authorization granted to the Board of Directors to purchase, retain or transfer the Company' shares. | Management | Not Voted | Not Voted |
| 17 | Authorization granted to the Board of Directors to allocate existing or newly issued shares of the Company, without preferential subscription right of the shareholders. | Management | Not Voted | Not Voted |
| 18 | Powers to carry out formalites. | Management | Not Voted | Not Voted |
Issuer: a Berkshire Hathaway
Ticker: b BRK.B
CUSIP: c 84670702
Meeting Date: d 5/2/2016
Ballot Issue e | Description e | Proponent f | Vote Cast g,h | Mgmt Rec i |
| 1 | Vote for election of the following nominees: 01-Warren E. buffterr, 02-Charles T. Munger, 03-Howard G. Buffett, 04-Stephen b. Burke, 05- Susan L. Decker, 06-William H. Gates III, 07-David S. Gottesman, 08-Charlotte Guyman, 09- Thomas S. Murphy, 10-Ronald L. Olson, 11-Walter Scott, Jr. 12-Meryl B. Witmer | Directors | For | For |
Issuer: a MBIA, Inc.
Ticker: b MBI
CUSIP: c 55262C100
Meeting Date: d 5/3/2016
Ballot Issue e | | Description e | Proponent f | Vote Cast g,h | Mgmt Rec i |
| 1 Election of Directors | | | | |
| | 1a | Joseph W. Brown | Board of Directors | Against | For |
| | 1b | Maryann Bruce | Board of Directors | Against | For |
| | 1c | Keith D. Curry | Board of Directors | Against | For |
| | 1d | Steven J. Gilbert | Board of Directors | Against | For |
| | 1f | Lois A. Scott | Board of Directors | Against | For |
| | 1g | Theodore Shasta | Board of Directors | Against | For |
| | 1h | Richard C. Vaughan | Board of Directors | Against | For |
| 2 | | To approve, on an advisory basis, executive compensation. | Board of Directors | Against | For |
| 3 | | To ratify the selection of PriceWaterHouseCoopers LLP, certified public accountants, as independent auditors for the Company for the year 2016. | Board of Directors | For | For |
Issuer: a Express Scripts
Ticker: b ESRX
CUSIP: c 30219G108
Meeting Date: d 5/4/2016
Ballot Issue e | | Description e | Proponent f | Vote Cast g,h | Mgmt Rec i |
| 1 Election of Directors | | | | |
| | 1a | Maura C. Breen | Board of Directors | Against | For |
| | 1b | William J. DeLaney | Board of Directors | Against | For |
| | 1c | Elder Granger, MD. MG, USA (Retired) | Board of Directors | Abstain | For |
| | 1d | Nicholas J. LaHowchic | Board of Directors | Against | For |
| | 1f | Frank Mergenthaler | Board of Directors | Abstain | For |
| | 1g | Woodrow a. Myers, Jr., MD | Board of Directors | Abstain | For |
| | 1h | Roderick A. Palmore | Board of Directors | For | For |
| | 1i | George Paz | Board of Directors | For | For |
| | 1j | William L. Roper, MD, MPH | Board of Directors | Abstain | For |
| | 1k | Seymour Sternberg | Board of Directors | Against | For |
| | 1l | Timorthy Wentworth | Board of Directors | For | For |
| 2 | | To ratify the appoinment of PriceWaterHouseCoopers LLP as the company's independent registered public accountants for 2016. | Board of Directors | Abstain | For |
| 3 | | To approve by non-binding vote, executive compensation. | Board of Directors | Against | For |
| 4 | | To approve and ratify the Express Scripts Holding Company 2016 Long-Term Incentive Plan. | Board of Directors | Abstain | For |
| 5 | | Stockholder proposal regarding and independent board chairman. | Board of Directors | Abstain | Against |
| 6 | | Stockholder proposal regarding political activities disclosure. | Board of Directors | Abstain | Against |
Issuer: a Pentair PLC
Ticker: b PNR
CUSIP: c H6169Q108
Meeting Date: d 5/6/2016
Ballot Issue e | | Description e | Proponent f | Vote Cast g,h | Mgmt Rec i |
| 1 Election of Directors | | | | |
| | 1a | Glynis A. Bryan | Board of Directors | Abstain | For |
| | 1b | Jerry W. Burris | Board of Directors | Abstain | For |
| | 1c | Carol Anthony (Jon) Davidson | Board of Directors | Abstain | For |
| | 1d | Jacquest Esculier | Board of Directors | Abstain | For |
| | 1f | David H.Y. Ho | Board of Directors | Abstain | For |
| | 1g | Randall J. Hogan | Board of Directors | Abstain | For |
| | 1h | David A. Jones | Board of Directors | Abstain | For |
| | 1i | Ronald L. Merriman | Board of Directors | Abstain | For |
| | 1j | William T. Monahan | Board of Directors | Abstain | For |
| | 1k | Billie Ida Williamson | Board of Directors | Abstain | For |
| 2 | | To approve, by non-binding advisory vote, the compensation of the named executive officers. | Board of Directors | Against | For |
| 3 | | To ratify, by non-binding advisory vote, the appointment of Deloitte & Touche LLP as the independent auditors of Pentair PLC and to authorize, by binding vote, the Audit and Finance Committee to set the auditors' remuneration. | Board of Directors | Abstain | For |
| 4 | | To authorize the price range at which Pentair PLC can re-allot shares it holds as treasury shares under the Irish law. | Board of Directors | For | For |
| 5 | | To amend Pentair PLC Articles of Association to increase the maximum number of directors from eleven to twelve. | Board of Directors | For | For |
| 6a | | To amend Pentair PLC's Articles of Association to make certain administrative amendments. | Board of Directors | For | For |
| 6b | | To amend Pentair PLCs Memorandum of Association to make certain administrative amendments. | Board of Directors | For | For |
Issuer: a SPX Flow
Ticker: b FLOW
CUSIP: c 78469X107
Meeting Date: d 5/11/2016
Ballot Issue e | Description e | Proponent f | Vote Cast g,h | Mgmt Rec i |
| 1.1 | Election of Director Anne K. Altman | Board of Directors | Abstain | For |
| 1.2 | Election of Director Patrick D. Campbell | Board of Directors | Abstain | For |
| 1.3 | Election of Director Marcus G. Michael | Board of Directors | For | For |
| 2 | To approve, by non-binding vote, the compensation of SPX Flow's named executive officers as disclosed in its proxy statement. | Board of Directors | For | For |
| 3 | To recommend, by non-binding vote, the frequency of non-binding stockholder votes to approve the compensation of SPX Flow's named executive officers. | Board of Directors | 1 Year | For |
| 4 | To re-approve material terms allowing for the granting of certain performance-based awards under our SPX Flow stock compensation plan for purposes of qualifying our executive compensation for deductibleitiy under section 162(M) of the internal revenue code. | Board of Directors | For | For |
| 5 | To re-approved material terms allowing for the granting of certain performance-based awards under our SPX Flow executive annual bonus plan for purposes of qualifying our executive compensation for deductibility under section 162(M) of the internal revenue code. | Board of Directors | For | For |
| 6 | To ratify the appointment of Deloitte & Touche LLP as our independent puclic accountants for 2016. | Board of Directors | Abstain | For |
Issuer: a JP Morgan Chase
Ticker: b JPM
CUSIP: c 46625H100
Meeting Date: d 5/17/2016
Ballot Issue e | | Description e | Proponent f | Vote Cast g,h | Mgmt Rec i |
| 1 Election of Directors | | | | |
| | 1.01 | Linda B. Bammann | Board of Diretors | Against | For |
| | 1.02 | James A. Bell | Board of Diretors | Against | For |
| | 1.03 | Crandall C. Bowles | Board of Diretors | Against | For |
| | 1.04 | Stephen B. Burke | Board of Diretors | Against | For |
| | 1.05 | James S. Crown | Board of Diretors | Against | For |
| | 1.06 | James Dimon | Board of Diretors | Against | For |
| | 1.07 | Timothy P. Flynn | Board of Diretors | Against | For |
| | 1.08 | Laban P. Jackson, Jr. | Board of Diretors | Against | For |
| | 1.09 | Michael A. Neal | Board of Diretors | Against | For |
| | 1.1 | Lee R. Raymond | Board of Diretors | Against | For |
| | 1.11 | William C. Weldon | Board of Diretors | Against | For |
| 2 | | Advisory resoulution to approve executive compensation. | Board of Diretors | Against | For |
| 3 | | Ratification of independent registered public accounting firm. | Board of Diretors | For | For |
| 4 | | Indpenedent board chariman require an independent chair. | Board of Diretors | Against | Against |
| 5 | | How votes are counted count votes using only for and against and ignore abstentions. | Board of Diretors | Against | Against |
| 6 | | Vesting for government service-prohibit vesting of equity based awards for senior executives due to voluntary resgination to enter government service. | Board of Diretors | Against | Against |
Issuer: a Level 3 Communications
Ticker: b LVLT
CUSIP: c 52729N308
Meeting Date: d 5/19/2016
Ballot Issue e | | Description e | Proponent f | Vote Cast g,h | Mgmt Rec i |
| | 1a | James O. Ellis, Jr. | Board of Directors | For | For |
| | 1b | Jeff K. Storey | Board of Directors | For | For |
| | 1c | Kevin P. Chilton | Board of Directors | For | For |
| | 1d | Steven T. Clontz | Board of Directors | For | For |
| | 1f | T. Michael Glenn | Board of Directors | For | For |
| | 1g | Spencer B. Hays | Board of Directors | For | For |
| | 1h | Michael J. Mahoney | Board of Directors | For | For |
| | 1i | Kevin W. Mooney | Board of Directors | For | For |
| | 1j | Peter Seah Lim Huat | Board of Directors | For | For |
| | 1k | Peter Van Oppen | Board of Directors | For | For |
| 2 | | To approve, on an advisory basis, the named executive officer executive compensation. | Board of Directors | For | For |
| 3 | | To approve an amendment to our restated certificate of incorporation. | Board of Directors | For | For |
| 4 | | To ratify our by law providing that Delaware is the exlusive forum for certain legal actions. | Board of Directors | For | For |
| 5 | | To ratify the appointment of our independent auditor. | Board of Directors | For | For |
Issuer: a Intel
Ticker: b INTC
CUSIP: c 458140100
Meeting Date: d 5/19/2016
Ballot Issue e | | Description e | Proponent f | Vote Cast g,h | Mgmt Rec i |
| 1 Election of Directors | | | | |
| | 1a | Charlene Barshefsky | Board of Directors | Abstain | For |
| | 1b | Anneel Bhusri | Board of Directors | Abstain | For |
| | 1c | Andy D. Bryant | Board of Directors | Abstain | For |
| | 1d | John J. Donahoe | Board of Directors | Abstain | For |
| | 1e | Reed E. Hundt | Board of Directors | Abstain | For |
| | 1f | Brian M. Krzanich | Board of Directors | For | For |
| | 1g | James D. Plummer | Board of Directors | Abstain | For |
| | 1h | David S. Pottruck | Board of Directors | Abstain | For |
| | 1i | Frank D. Yeary | Board of Directors | Abstain | For |
| | 1j | David B. Yoffie | Board of Directors | Abstain | For |
| 2 | | Ratification of selection of Ernst & Young LLP as our independent registered public accounting firm for 2016. | Board of Directors | Abstain | For |
| 3 | | Advisory vote to approve executive compensation. | Board of Directors | Against | For |
| 4 | | Stockholder proposal on implementing principles entitle "Holy Land Principles". | Board of Directors | Against | Against |
| 5 | | Stockholder proposal on whether to allow stockholders to act by written consent. | Board of Directors | Abstain | Against |
| 6 | | Stockholder proposal on whether to adopt an alternative vote counting standard. | Board of Directors | Abstain | Against |
Issuer: a SPX Corp
Ticker: b SPXC
CUSIP: c 784635104
Meeting Date: d 5/24/2016
Ballot Issue e | | Description e | Proponent f | Vote Cast g,h | Mgmt Rec i |
| 1 Election of Directors | | | | |
| | 1.1 | Ricky D. Puckett | Board of Directors | For | For |
| | 1.2 | Tana L. Utley | Board of Directors | For | For |
| | 1.3 | Ruth G. Shaw | Board of Directors | For | For |
| | 1.4 | Eugene J. Lowe, III | Board of Directors | For | For |
| | 1.5 | Patrick J. O'Leary | Board of Directors | For | For |
| | 1.6 | David A. Roberts | Board of Directors | For | For |
| 2 | | Approval of named executive officers' compensation, on a non-binding advisory basis. | Board of Directors | For | For |
| 3 | | Re-approval of executive annual bonus plan. | Board of Directors | For | For |
| 4 | | Ratification of appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for the 2016 fiscal year. | Board of Directors | Abstain | For |
| | | | | | |
| | | | | | |
| | 1.01 | Michel P. Desbiens | Board of Directors | For | For |
| | 1.02 | Jennifer C. Dolan | Board of Directors | For | For |
| | 1.03 | Richard D. Falconer | Board of Directors | For | For |
| | 1.04 | Richard Garneau | Board of Directors | For | For |
| | 1.05 | Jeffrey A. Heam | Board of Directors | For | For |
| | 1.06 | Bradley P. Martin | Board of Directors | For | For |
| | 1.07 | Alain Rheaume | Board of Directors | For | For |
| | 1.08 | Michael S. rousseau | Board of Directors | For | For |
| | 1.09 | David H. Wilkins | Board of Directors | For | For |
| 2 | | Ratification of PriceWaterHouse Coopers LLP appointment. | Board of Directors | For | For |
| 3 | | Advisory vote to approve executive compensation. | Board of Directors | For | For |
Issuer: a Walmart
Ticker: b WMT
CUSIP: c 931142103
Meeting Date: d 6/3/2016
Ballot Issue e | | Description e | Proponent f | Vote Cast g,h | Mgmt Rec i |
| 1 Election of Directors | | | | |
| | 1a | James I. Cash, Jr. | Board of Directors | Against | For |
| | 1b | Pamela J. Craig | Board of Directors | Against | For |
| | 1c | Timothy P. Flynn | Board of Directors | Against | For |
| | 1d | Thomas W. Horton | Board of Directors | Against | For |
| | 1e | Marissa A. Mayer | Board of Directors | Against | For |
| | 1f | C. Douglas Mc Millon | Board of Directors | Against | For |
| | 1g | Gregory B. Penner | Board of Directors | Against | For |
| | 1h | Steven S. Reinemund | Board of Directors | Against | For |
| | 1i | Kevin Y. Systrom | Board of Directors | Against | For |
| | 1j | S. Robson Walton | Board of Directors | Against | For |
| | 1k | Steuart L. Walton | Board of Directors | Against | For |
| | 1l | Linda S. Wolf | Board of Directors | Against | For |
| 2 | | Advisory vote to approve named executive officer compensation. | Board of Directors | Against | For |
| 3 | | Approval of the Wal-Mart Stores, Inc. 2016 Associate Stock Purchase Plan. | Board of Directors | Against | For |
| 4 | | Ratification of Ernst & Young LLP as independent accountants. | Board of Directors | Abstain | For |
| 5 | | Request to adop an Independet Chairman Policy. | Board of Directors | For | Against |
| 6 | | Request for annual report regarding Incentive Compensation Plans. | Board of Directors | For | Against |
| 7 | | Request for report regarding criteria for operationg in high-risk regions. | Board of Directors | Against | Against |
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) Investment Managers Series Trust II
| By (Signature and Title)* | /s/ Terrance P. Gallagher | |
| | Terrance P. Gallagher, President | |
| Date | August 22, 2016 | | |
| | * | Print the name and title of each signing officer under his or her signature. |
