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) |
Diane J. Drake
Mutual Fund Administration, LLC
2220 E. Route 66, Suite 226
Glendora, California 91740
(Name and address of agent for service)
Registrant's telephone number, including area code: (626) 385-5777
Date of fiscal year end: September 30
Date of reporting period: July 1, 2020 - June 30, 2021
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.
Investment Company Report
| E*TRADE FINANCIAL CORPORATION | |||||
| Security | 269246401 | Meeting Type | Special | ||
| Ticker Symbol | ETFC | Meeting Date | 17-Jul-2020 | ||
| ISIN | US2692464017 | Agenda | 935240298 - Management | ||
| Item | Proposal | Proposed by | Vote | For/Against Management | |
| 1. | Proposal to adopt the Agreement and Plan of Merger, dated as of February 20, 2020 (as it may be amended from time to time, the "merger agreement"), by and among Morgan Stanley, Moon-Eagle Merger Sub, Inc. and E*TRADE Financial Corporation ("E*TRADE"). | Management | For | For | |
| 2. | Proposal to approve, on an advisory (non-binding) basis, certain compensation that may be paid or become payable to E*TRADE's named executive officers in connection with the merger. | Management | For | For | |
| 3. | Proposal to adjourn the E*TRADE special meeting, if necessary or appropriate, to solicit additional proxies in favor of the merger agreement proposal if there are not sufficient votes at the time of such adjournment to adopt the merger agreement. | Management | For | For | |
| CAESARS ENTERTAINMENT CORPORATION | |||||
| Security | 127686103 | Meeting Type | Annual | ||
| Ticker Symbol | CZR | Meeting Date | 24-Jul-2020 | ||
| ISIN | US1276861036 | Agenda | 935241860 - Management | ||
| Item | Proposal | Proposed by | Vote | For/Against Management | |
| 1A. | Election of Director: Thomas Benninger | Management | For | For | |
| 1B. | Election of Director: Jan Jones Blackhurst | Management | For | For | |
| 1C. | Election of Director: Juliana Chugg | Management | For | For | |
| 1D. | Election of Director: Denise Clark | Management | For | For | |
| 1E. | Election of Director: Keith Cozza | Management | For | For | |
| 1F. | Election of Director: John Dionne | Management | For | For | |
| 1G. | Election of Director: James Hunt | Management | For | For | |
| 1H. | Election of Director: Don Kornstein | Management | For | For | |
| 1I. | Election of Director: Courtney Mather | Management | For | For | |
| 1J. | Election of Director: James Nelson | Management | For | For | |
| 1K. | Election of Director: Anthony Rodio | Management | For | For | |
| 2. | To approve, on an advisory, non-binding basis, named executive officer compensation. | Management | For | For | |
| 3. | To ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the year ending December 31, 2020. | Management | Against | Against | |
| TAUBMAN CENTERS, INC. | |||||
| Security | 876664103 | Meeting Type | Annual | ||
| Ticker Symbol | TCO | Meeting Date | 28-Jul-2020 | ||
| ISIN | US8766641034 | Agenda | 935246240 - Management | ||
| Item | Proposal | Proposed by | Vote | For/Against Management | |
| 1. | DIRECTOR | Management | |||
| 1 | Mayree C. Clark | For | For | ||
| 2 | Michael J. Embler | For | For | ||
| 3 | Janice L. Fields | For | For | ||
| 4 | Michelle J. Goldberg | For | For | ||
| 5 | Nancy Killefer | For | For | ||
| 6 | Cia Buckley Marakovits | For | For | ||
| 7 | Robert S. Taubman | Withheld | Against | ||
| 8 | Ronald W. Tysoe | Withheld | Against | ||
| 9 | Myron E. Ullman, III | For | For | ||
| 2. | Ratification of the appointment of KPMG LLP as the independent registered public accounting firm for the year ending December 31, 2020. | Management | Against | Against | |
| 3. | Advisory approval of the named executive officer compensation. | Management | For | For | |
| TERRAFORM POWER INC. | |||||
| Security | 88104R209 | Meeting Type | Annual | ||
| Ticker Symbol | TERP | Meeting Date | 29-Jul-2020 | ||
| ISIN | US88104R2094 | Agenda | 935245844 - Management | ||
| Item | Proposal | Proposed by | Vote | For/Against Management | |
| 1. | To adopt the Plan of Merger set forth as Exhibit B to the Reorganization Agreement referred to below and to approve (i) the Agreement and Plan of Reorganization, dated as of March 16, 2020 (as amended from time to time, the "Reorganization Agreement"), by and among Brookfield Renewable Partners L.P., Brookfield Renewable Corporation, 2252876 Alberta ULC, TerraForm Power, Inc. and TerraForm Power NY Holdings, Inc. and (ii) the Reincorporation Merger and the Share Exchange contemplated by the Reorganization Agreement ("Merger Proposal") | Management | For | For | |
| 2a. | Election of Director: Brian Lawson | Management | For | For | |
| 2b. | Election of Director: Carolyn Burke | Management | For | For | |
| 2c. | Election of Director: Christian S. Fong | Management | For | For | |
| 2d. | Election of Director: Harry Goldgut | Management | Against | Against | |
| 2e. | Election of Director: Richard Legault | Management | For | For | |
| 2f. | Election of Director: Mark McFarland | Management | For | For | |
| 2g. | Election of Director: Sachin Shah | Management | For | For | |
| 3. | To ratify the appointment of Ernst & Young LLP as TerraForm Power Inc.'s independent registered public accounting firm for 2020. | Management | Against | Against | |
| 4. | To ratify, on a non-binding, advisory basis, the compensation paid to TerraForm Power Inc.'s named executive officers. | Management | For | For | |
| 5. | To approve the adjournment of the Annual Meeting of Stockholders, if necessary, to solicit additional proxies if there are not sufficient votes to approve the Merger Proposal. | Management | For | For | |
| GAIN CAPITAL HOLDINGS, INC. | |||||
| Security | 36268W100 | Meeting Type | Annual | ||
| Ticker Symbol | GCAP | Meeting Date | 06-Aug-2020 | ||
| ISIN | US36268W1009 | Agenda | 935241214 - Management | ||
| Item | Proposal | Proposed by | Vote | For/Against Management | |
| 1a. | Election of Director: Peter Quick | Management | Against | Against | |
| 1b. | Election of Director: Glenn H. Stevens | Management | For | For | |
| 1c. | Election of Director: Thomas Bevilacqua | Management | For | For | |
| 2. | To ratify the appointment of BDO USA LLP as our independent registered public accounting firm for the year ending December 31, 2020. | Management | For | For | |
| 3. | FOR the advisory approval of the Company's named executive officer compensation. | Management | For | For | |
| ADVANCED DISPOSAL SERVICES INC. | |||||
| Security | 00790X101 | Meeting Type | Special | ||
| Ticker Symbol | ADSW | Meeting Date | 25-Aug-2020 | ||
| ISIN | US00790X1019 | Agenda | 935255578 - Management | ||
| Item | Proposal | Proposed by | Vote | For/Against Management | |
| 1. | To adopt the Agreement and Plan of Merger, dated as of April 14, 2019, as amended by Amendment No. 1 thereto, dated as of June 24, 2020, as may be further amended from time to time (the amended merger agreement), by and among Advanced Disposal Services, Inc. (Advanced Disposal), Waste Management, Inc. and Everglades Merger Sub Inc. (Merger Sub) pursuant to which Merger Sub will merge with and into Advanced Disposal (the merger). | Management | For | For | |
| 2. | To approve, on a non-binding advisory basis, specified compensation that may be paid or become payable to Advanced Disposal's named executive officers in connection with the merger and contemplated by the amended merger agreement. | Management | For | For | |
| 3. | To approve one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the amended merger agreement. | Management | For | For | |
| WILLIS TOWERS WATSON PLC | |||||
| Security | G96629103 | Meeting Type | Special | ||
| Ticker Symbol | WLTW | Meeting Date | 26-Aug-2020 | ||
| ISIN | IE00BDB6Q211 | Agenda | 935249234 - Management | ||
| Item | Proposal | Proposed by | Vote | For/Against Management | |
| 1. | Ordinary Resolution to approve the scheme, as described in the joint proxy statement, in its original form or with or subject to any modification(s), addition(s) or condition(s) approved or imposed by the High Court of Ireland, and to authorize the directors of WTW to take all such actions as they consider necessary or appropriate for carrying the scheme into effect. | Management | For | For | |
| 2. | Special Resolution to amend the constitution of WTW, referred to as the "WTW Constitution," so that any WTW Shares that are issued on or after the WTW Voting Record Time will either be subject to the terms of the scheme or will be immediately and automatically acquired by Aon for the scheme consideration. | Management | For | For | |
| 3. | Ordinary Resolution to approve, on a non-binding, advisory basis, specified compensatory arrangements between WTW and its named executive officers relating to the transaction. | Management | Against | Against | |
| 4. | Ordinary Resolution to approve any motion by the chairman of the WTW EGM to adjourn the WTW EGM, or any adjournments thereof, to solicit additional proxies in favour of the approval of the resolutions if there are insufficient votes at the time of the WTW EGM to approve resolutions 1 and 2. | Management | For | For | |
| WILLIS TOWERS WATSON PLC | |||||
| Security | G96629111 | Meeting Type | Special | ||
| Ticker Symbol | Meeting Date | 26-Aug-2020 | |||
| ISIN | IE00B4XGY116 | Agenda | 935249246 - Management | ||
| Item | Proposal | Proposed by | Vote | For/Against Management | |
| 1. | To approve the scheme, as described in the joint proxy statement, in its original form or with or subject to any modification(s), addition(s) or condition(s) approved or imposed by the High Court of Ireland. | Management | For | For | |
| 58.COM (WUBA) | |||||
| Security | 31680Q104 | Meeting Type | Special | ||
| Ticker Symbol | WUBA | Meeting Date | 07-Sep-2020 | ||
| ISIN | US31680Q1040 | Agenda | 935261002 - Management | ||
| Item | Proposal | Proposed by | Vote | For/Against Management | |
| S1. | IT IS RESOLVED, as a Special Resolution, THAT: the execution, delivery and performance of the agreement and plan of merger, dated as of June 15, 2020 (the "Merger Agreement"), among Quantum Bloom Group Ltd, an exempted company with limited liability incorporated under the laws of the Cayman Islands ("Parent"), Quantum Bloom Company Ltd, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent ("Merger Sub"), ...(due to space limits, see proxy material for full proposal). | Management | For | For | |
| S2. | IT IS RESOLVED, as a Special Resolution, THAT: each of directors and officers of the Company be and are hereby authorized to do all things necessary to give effect to the Merger Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, the Variation of Capital and the Amendment of the M&A. | Management | For | For | |
| O3. | IT IS RESOLVED, as an Ordinary Resolution, THAT: the extraordinary general meeting be adjourned in order to allow the Company to solicit additional proxies in the event that there are insufficient proxies received at the time of the extraordinary general meeting to pass the special resolutions to be proposed at the extraordinary general meeting. | Management | For | For | |
| NATIONAL GENERAL HOLDINGS CORP. | |||||
| Security | 636220303 | Meeting Type | Special | ||
| Ticker Symbol | NGHC | Meeting Date | 30-Sep-2020 | ||
| ISIN | US6362203035 | Agenda | 935267434 - Management | ||
| Item | Proposal | Proposed by | Vote | For/Against Management | |
| 1. | To adopt the Agreement and Plan of Merger, dated as of July 7, 2020 (as it may be amended from time to time, the "Merger Agreement"), by and among National General Holdings Corp., a Delaware corporation (the "Company"), The Allstate Corporation, a Delaware corporation ("Parent"), and Bluebird Acquisition Corp., a Delaware corporation and an indirect wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which, subject to the satisfaction of customary closing conditions, Merger Sub will be merged with and into the Company (the "Merger"). | Management | For | For | |
| 2. | To approve, on a non-binding, advisory basis, the compensation payments that will or may be paid or become payable to the Company's named executive officers and that are based on or otherwise relate to the Merger and the agreements and understandings pursuant to which such compensation will or may be paid or become payable. | Management | For | For | |
| 3. | To approve the adjournment of the special meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the Merger Agreement or in the absence of a quorum. | Management | For | For | |
| ANALOG DEVICES, INC. | |||||
| Security | 032654105 | Meeting Type | Special | ||
| Ticker Symbol | ADI | Meeting Date | 08-Oct-2020 | ||
| ISIN | US0326541051 | Agenda | 935270392 - Management | ||
| Item | Proposal | Proposed by | Vote | For/Against Management | |
| 1. | To approve the issuance of shares of common stock, par value $0.16 2/3 per share, of Analog Devices, Inc. ("Analog Devices") to the stockholders of Maxim Integrated Products, Inc. ("Maxim") in connection with the merger contemplated by the Agreement and Plan of Merger, dated as of July 12, 2020 (as it may be amended from time to time), by and among Analog Devices, Magneto Corp., a Delaware corporation and wholly- owned subsidiary of Analog Devices, and Maxim (the "Analog Devices share issuance proposal"). | Management | For | For | |
| 2. | To adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve the Analog Devices share issuance proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to Analog Devices shareholders. | Management | For | For | |
| MAJESCO | |||||
| Security | 56068V102 | Meeting Type | Consent | ||
| Ticker Symbol | Meeting Date | 12-Oct-2020 | |||
| ISIN | US56068V1026 | Agenda | 935266773 - Management | ||
| Item | Proposal | Proposed by | Vote | For/Against Management | |
| 1. | To approve the Amended and Restated Agreement and Plan of Merger dated August 8, 2020, by and among Majesco, Magic Intermediate, LLC and Magic Merger Sub, Inc. ("Merger Sub"), as the same may be amended or supplemented from time to time (the "Merger Agreement"), and the transactions contemplated by the Merger Agreement, including the merger of Merger Sub with and into Majesco. | Management | For | For | |
| CINEPLEX INC | |||||
| Security | 172454100 | Meeting Type | MIX | ||
| Ticker Symbol | Meeting Date | 13-Oct-2020 | |||
| ISIN | CA1724541000 | Agenda | 713078574 - Management | ||
| Item | Proposal | Proposed by | Vote | For/Against Management | |
| CMMT | PLEASE NOTE THAT SHAREHOLDERS ARE ALLOWED TO VOTE 'IN FAVOR' OR 'AGAINST'-ONLY FOR RESOLUTIONS 3, 4 AND 5 AND 'IN FAVOR' OR 'ABSTAIN' ONLY FOR-RESOLUTION NUMBERS 1.1 TO 1.9 AND 2. THANK YOU | Non-Voting | |||
| 1.1 | ELECTION OF DIRECTOR: JORDAN BANKS | Management | For | For | |
| 1.2 | ELECTION OF DIRECTOR: ROBERT BRUCE | Management | Against | Against | |
| 1.3 | ELECTION OF DIRECTOR: JOAN DEA | Management | For | For | |
| 1.4 | ELECTION OF DIRECTOR: JANICE FUKAKUSA | Management | For | For | |
| 1.5 | ELECTION OF DIRECTOR: DONNA HAYES | Management | For | For | |
| 1.6 | ELECTION OF DIRECTOR: ELLIS JACOB | Management | For | For | |
| 1.7 | ELECTION OF DIRECTOR: SARABJIT MARWAH | Management | For | For | |
| 1.8 | ELECTION OF DIRECTOR: NADIR MOHAMED | Management | For | For | |
| 1.9 | ELECTION OF DIRECTOR: PHYLLIS YAFFE | Management | For | For | |
| 2 | APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS AUDITORS OF THE CORPORATION AND THE AUTHORIZATION OF THE DIRECTORS TO FIX THEIR REMUNERATION | Management | For | For | |
| 3 | NON-BINDING SAY-ON-PAY ADVISORY RESOLUTION SET FORTH IN THE ACCOMPANYING MANAGEMENT INFORMATION CIRCULAR ON THE CORPORATION'S APPROACH TO EXECUTIVE COMPENSATION | Management | For | For | |
| 4 | ADOPTING THE CORPORATION'S SHAREHOLDER RIGHTS PLAN RESOLUTION SET FORTH IN THE ACCOMPANYING MANAGEMENT INFORMATION CIRCULAR AND APPROVED BY THE BOARD OF DIRECTORS OF THE CORPORATION | Management | For | For | |
| 5 | APPROVING AND RATIFYING THE CORPORATION'S OMNIBUS EQUITY INCENTIVE PLAN AND THE GRANT OF AWARDS THEREUNDER AS DESCRIBED IN THE MANAGEMENT INFORMATION CIRCULAR AND APPROVED BY THE BOARD OF DIRECTORS OF THE CORPORATION | Management | For | For | |
| 6 | IN HIS/HER DISCRETION WITH RESPECT TO THE AMENDMENTS TO OR VARIATIONS OF MATTERS IDENTIFIED ABOVE OR UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING IN ACCORDANCE WITH APPLICABLE LAW, HEREBY REVOKING ANY PROXY PREVIOUSLY GIVEN | Management | For | Against | |
| VARIAN MEDICAL SYSTEMS, INC. | |||||
| Security | 92220P105 | Meeting Type | Special | ||
| Ticker Symbol | VAR | Meeting Date | 15-Oct-2020 | ||
| ISIN | US92220P1057 | Agenda | 935274821 - Management | ||
| Item | Proposal | Proposed by | Vote | For/Against Management | |
| 1. | To approve and adopt the Agreement and Plan of Merger, dated as of August 2, 2020 (as it may be amended from time to time, the "merger agreement"). | Management | For | For | |
| 2. | To adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies in favor of the proposal to approve and adopt the merger agreement if there are not sufficient votes at the time of such adjournment to approve and adopt the merger agreement. | Management | For | For | |
| 3. | To approve, on a non-binding, advisory basis, certain compensation that will or may be paid or become payable to Varian's named executive officers that is based on or otherwise relates to the merger. | Management | Against | Against | |
| TEXAS CAPITAL BANCSHARES, INC. | |||||
| Security | 88224Q107 | Meeting Type | Annual | ||
| Ticker Symbol | TCBI | Meeting Date | 20-Oct-2020 | ||
| ISIN | US88224Q1076 | Agenda | 935270277 - Management | ||
| Item | Proposal | Proposed by | Vote | For/Against Management | |
| 1. | DIRECTOR | Management | |||
| 1 | Larry L. Helm | Withheld | Against | ||
| 2 | James H. Browning | Withheld | Against | ||
| 3 | Jonathan E. Baliff | For | For | ||
| 4 | David S. Huntley | For | For | ||
| 5 | Charles S. Hyle | For | For | ||
| 6 | Elysia Holt Ragusa | Withheld | Against | ||
| 7 | Steven P. Rosenberg | Withheld | Against | ||
| 8 | Robert W. Stallings | Withheld | Against | ||
| 9 | Dale W. Tremblay | Withheld | Against | ||
| 2. | Advisory vote on the 2019 compensation of named executive officers. | Management | Against | Against | |
| 3. | Ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company. | Management | Against | Against | |
| 4. | Ratification of the special meeting 20% ownership requirement in the company's Bylaws. | Management | Against | Against | |
| BITAUTO HOLDINGS LTD. (BITA) | |||||
| Security | 091727107 | Meeting Type | Special | ||
| Ticker Symbol | BITA | Meeting Date | 23-Oct-2020 | ||
| ISIN | US0917271076 | Agenda | 935279338 - Management | ||
| Item | Proposal | Proposed by | Vote | For/Against Management | |
| S1. | THAT the Agreement and Plan of Merger, dated as of June 12, 2020 (the "Merger Agreement"), by and between the Company, Yiche Holding Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands ("Parent") and Yiche Mergersub Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands and a wholly owned Subsidiary of Parent ("Merger Sub" and, together with Parent, each a "Parent Party" and collectively the ...(due to space limits, see proxy material for full proposal). | Management | For | ||
| O2. | THAT each of the members of the special committee of the board of directors of the Company, the chief executive officer of the Company and the chief financial officer of the Company be authorized to do all things necessary to give effect to the Merger Agreement, the Plan of Merger, and the transactions contemplated thereby, including (i) the Merger, (ii) the Variation of Capital and (iii) the Adoption of Amended M&A. | Management | For | ||
| O3. | THAT the extraordinary general meeting be adjourned in order to allow the Company to solicit additional proxies in the event that there are insufficient proxies received at the time of the extraordinary general meeting to pass the resolutions to be proposed at the extraordinary general meeting. | Management | For | ||
| WRIGHT MEDICAL GROUP N V | |||||
| Security | N96617118 | Meeting Type | Annual | ||
| Ticker Symbol | WMGI | Meeting Date | 28-Oct-2020 | ||
| ISIN | NL0011327523 | Agenda | 935270936 - Management | ||
| Item | Proposal | Proposed by | Vote | For/Against Management | |
| 1A. | Appointment of Robert J. Palmisano for executive director. Mark "For" to appoint Palmisano. | Management | For | For | |
| 1B. | Appointment of David D. Stevens for non-executive director. Mark "For" to appoint Stevens. | Management | For | For | |
| 1C. | Appointment of Gary D. Blackford for non-executive director. Mark "For" to appoint Blackford. | Management | For | For | |
| 1D. | Appointment of J. Patrick Mackin for non-executive director. Mark "For" to appoint Mackin. | Management | Against | Against | |
| 1E. | Appointment of John L. Miclot for non-executive director. Mark "For" to appoint Miclot. | Management | Against | Against | |
| 1F. | Appointment of Kevin C. O'Boyle for non-executive director. Mark "For" to appoint O'Boyle. | Management | Against | Against | |
| 1G. | Appointment of Amy S. Paul for non-executive director. Mark "For" to appoint Paul. | Management | Against | Against | |
| 1H. | Appointment of Richard F. Wallman for non-executive director. Mark "For" to appoint Wallman. | Management | Against | Against | |
| 1I. | Appointment of Elizabeth H. Weatherman for non- executive director. Mark "For" to appoint Weatherman. | Management | Against | Against | |
| 2. | Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 27, 2020. | Management | For | For | |
| 3. | Appointment of KPMG N.V. as the auditor for our Dutch statutory annual accounts for the fiscal year ending December 27, 2020. | Management | For | For | |
| 4. | Adoption of our Dutch statutory annual accounts for the fiscal year ended December 29, 2019. | Management | For | For | |
| 5. | Release of each member of our board of directors from liability with respect to the exercise of his or her duties during the fiscal year ended December 29, 2019. | Management | For | For | |
| 6. | Renewal of the authority of our board of directors to repurchase up to 10% of our issued share capital (including depositary receipts issued for our shares) until April 28, 2022 on the open market, through privately negotiated transactions or in one or more selftender offers for a price per share (or depositary receipt) not less than the nominal value of a share and not higher than 110% of the market price of a share (or depositary receipt) at the time of the transaction. | Management | Against | Against | |
| 7. | Renewal of the authority of our board of directors to issue ordinary shares or grant rights to subscribe for ordinary shares up to 20% of our issued and outstanding shares at the time of the issue until October 28, 2022. | Management | For | For | |
| 8. | Renewal of the authority of our board of directors to resolve to exclude or restrict our shareholders' pre- emptive rights under Dutch law with respect to the ordinary shares and rights to subscribe therefor that the board of directors may issue or grant pursuant to the authority in agenda item 7 above until October 28, 2022. | Management | For | For | |
| 9. | Approval, on an advisory basis, of our executive compensation. | Management | Against | Against | |
| WRIGHT MEDICAL GROUP N V | |||||
| Security | N96617118 | Meeting Type | Annual | ||
| Ticker Symbol | WMGI | Meeting Date | 28-Oct-2020 | ||
| ISIN | NL0011327523 | Agenda | 935282094 - Management | ||
| Item | Proposal | Proposed by | Vote | For/Against Management | |
| 1A. | Appointment of Robert J. Palmisano for executive director. Mark "For" to appoint Palmisano. | Management | For | For | |
| 1B. | Appointment of David D. Stevens for non-executive director. Mark "For" to appoint Stevens. | Management | For | For | |
| 1C. | Appointment of Gary D. Blackford for non-executive director. Mark "For" to appoint Blackford. | Management | For | For | |
| 1D. | Appointment of J. Patrick Mackin for non-executive director. Mark "For" to appoint Mackin. | Management | Against | Against | |
| 1E. | Appointment of John L. Miclot for non-executive director. Mark "For" to appoint Miclot. | Management | Against | Against | |
| 1F. | Appointment of Kevin C. O'Boyle for non-executive director. Mark "For" to appoint O'Boyle. | Management | Against | Against | |
| 1G. | Appointment of Amy S. Paul for non-executive director. Mark "For" to appoint Paul. | Management | Against | Against | |
| 1H. | Appointment of Richard F. Wallman for non-executive director. Mark "For" to appoint Wallman. | Management | Against | Against | |
| 1I. | Appointment of Elizabeth H. Weatherman for non- executive director. Mark "For" to appoint Weatherman. | Management | Against | Against | |
| 2. | Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 27, 2020. | Management | For | For | |
| 3. | Appointment of KPMG N.V. as the auditor for our Dutch statutory annual accounts for the fiscal year ending December 27, 2020. | Management | For | For | |
| 4. | Adoption of our Dutch statutory annual accounts for the fiscal year ended December 29, 2019. | Management | For | For | |
| 5. | Release of each member of our board of directors from liability with respect to the exercise of his or her duties during the fiscal year ended December 29, 2019. | Management | For | For | |
| 6. | Renewal of the authority of our board of directors to repurchase up to 10% of our issued share capital (including depositary receipts issued for our shares) until April 28, 2022 on the open market, through privately negotiated transactions or in one or more selftender offers for a price per share (or depositary receipt) not less than the nominal value of a share and not higher than 110% of the market price of a share (or depositary receipt) at the time of the transaction. | Management | Against | Against | |
| 7. | Renewal of the authority of our board of directors to issue ordinary shares or grant rights to subscribe for ordinary shares up to 20% of our issued and outstanding shares at the time of the issue until October 28, 2022. | Management | For | For | |
| 8. | Renewal of the authority of our board of directors to resolve to exclude or restrict our shareholders' pre- emptive rights under Dutch law with respect to the ordinary shares and rights to subscribe therefor that the board of directors may issue or grant pursuant to the authority in agenda item 7 above until October 28, 2022. | Management | For | For | |
| 9. | Approval, on an advisory basis, of our executive compensation. | Management | Against | Against | |
| LIVONGO HEALTH, INC. | |||||
| Security | 539183103 | Meeting Type | Special | ||
| Ticker Symbol | LVGO | Meeting Date | 29-Oct-2020 | ||
| ISIN | US5391831030 | Agenda | 935274302 - Management | ||
| Item | Proposal | Proposed by | Vote | For/Against Management | |
| 1. | Approval of Livongo Merger Agreement Proposal: To adopt the Agreement and Plan of Merger, dated as of August 5, 2020, by and among Teladoc Health, Inc. ("Teladoc"), Livongo Health, Inc. ("Livongo") and Tempranillo Merger Sub, Inc., a wholly-owned subsidiary of Teladoc (such agreement, the "merger agreement" and such proposal, the "Livongo merger agreement proposal"). | Management | For | For | |
| 2. | Approval of Livongo Compensation Proposal: To approve, on an advisory (non-binding) basis, the executive officer compensation that will or may be paid to Livongo's named executive officers that is based on or otherwise relates to the transactions contemplated by the merger agreement (the "Livongo compensation proposal"). | Management | Against | Against | |
| 3. | Approval of Livongo Adjournment Proposal: To approve the adjournment of the Livongo stockholder meeting to solicit additional proxies if there are not sufficient votes at the time of the Livongo stockholder meeting to approve the Livongo merger agreement proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to Livongo stockholders (the "Livongo adjournment proposal"). | Management | For | For | |
| CORELOGIC, INC. | |||||
| Security | 21871D103 | Meeting Type | Contested-Special | ||
| Ticker Symbol | CLGX | Meeting Date | 17-Nov-2020 | ||
| ISIN | US21871D1037 | Agenda | 935277396 - Management | ||
| Item | Proposal | Proposed by | Vote | For/Against Management | |
| 1. | The repeal of each provision of, or amendment to, the Company's Amended and Restated Bylaws (the "Bylaws") adopted by the Company's board of directors (the "Board") without the approval of the Company's stockholders subsequent to July 6, 2020. | Management | |||
| 2A. | The removal from office as director of the Company of the following, (such directors, the "Incumbent Directors" and such proposal, the "Director Removal Proposal"): J. David Chatham | Management | |||
| 2B. | The removal from office as director of the Company of the following, (such directors, the "Incumbent Directors" and such proposal, the "Director Removal Proposal"): Douglas C. Curling | Management | |||
| 2C. | The removal from office as director of the Company of the following, (such directors, the "Incumbent Directors" and such proposal, the "Director Removal Proposal"): John C. Dorman | Management | |||
| 2D. | The removal from office as director of the Company of the following, (such directors, the "Incumbent Directors" and such proposal, the "Director Removal Proposal"): Paul F. Folino | Management | |||
| 2E. | The removal from office as director of the Company of the following, (such directors, the "Incumbent Directors" and such proposal, the "Director Removal Proposal"): Thomas C. O'Brien | Management | |||
| 2F. | The removal from office as director of the Company of the following, (such directors, the "Incumbent Directors" and such proposal, the "Director Removal Proposal"): Pamela H. Patenaude | Management | |||
| 2G. | The removal from office as director of the Company of the following, (such directors, the "Incumbent Directors" and such proposal, the "Director Removal Proposal"): Vikrant Raina | Management | |||
| 2H. | The removal from office as director of the Company of the following, (such directors, the "Incumbent Directors" and such proposal, the "Director Removal Proposal"): J. Michael Shepherd | Management | |||
| 2I. | The removal from office as director of the Company of the following, (such directors, the "Incumbent Directors" and such proposal, the "Director Removal Proposal"): David F. Walker | Management | |||
| 3A. | The nomination of the following individuals for appointment to the Board by the directors then in office, if and to the extent one or more of the Incumbent Directors is removed from the Board pursuant to the valid adoption of the Director Removal Proposal (the "Nomination Proposal"): W. Steve Albrecht | Management | |||
| 3B. | The nomination of the following individual for appointment to the Board by the directors then in office, if and to the extent one or more of the Incumbent Directors is removed from the Board pursuant to the valid adoption of the Director Removal Proposal (the "Nomination Proposal"): Martina Lewis Bradford | Management | |||
| 3C. | The nomination of the following individual for appointment to the Board by the directors then in office, if and to the extent one or more of the Incumbent Directors is removed from the Board pursuant to the valid adoption of the Director Removal Proposal (the "Nomination Proposal"): Gail Landis | Management | |||
| 3D. | The nomination of the following individual for appointment to the Board by the directors then in office, if and to the extent one or more of the Incumbent Directors is removed from the Board pursuant to the valid adoption of the Director Removal Proposal (the "Nomination Proposal"): Wendy Lane | Management | |||
| 3E. | The nomination of the following individual for appointment to the Board by the directors then in office, if and to the extent one or more of the Incumbent Directors is removed from the Board pursuant to the valid adoption of the Director Removal Proposal (the "Nomination Proposal"): Ryan McKendrick | Management | |||
| 3F. | The nomination of the following individual for appointment to the Board by the directors then in office, if and to the extent one or more of the Incumbent Directors is removed from the Board pursuant to the valid adoption of the Director Removal Proposal (the "Nomination Proposal"): Katherine "KT" Rabin | Management | |||
| 3G. | The nomination of the following individual for appointment to the Board by the directors then in office, if and to the extent one or more of the Incumbent Directors is removed from the Board pursuant to the valid adoption of the Director Removal Proposal (the "Nomination Proposal"): Sreekanth Ravi | Management | |||
| 3H. | The nomination of the following individual for appointment to the Board by the directors then in office, if and to the extent one or more of the Incumbent Directors is removed from the Board pursuant to the valid adoption of the Director Removal Proposal (the "Nomination Proposal"): Lisa Wardell | Management | |||
| 3I. | The nomination of the following individual for appointment to the Board by the directors then in office, if and to the extent one or more of the Incumbent Directors is removed from the Board pursuant to the valid adoption of the Director Removal Proposal (the "Nomination Proposal"): Henry W. "Jay" Winship | Management | |||
| 4. | Amendment to add a new clause (which shall be designated clause b)) to Section 2.2 of Article II of the Bylaws to provide mechanics for calling a special meeting of stockholders if no directors or less than a majority of directors are in office following the passing of the Director Removal Proposal. | Management | |||
| CORELOGIC, INC. | |||||
| Security | 21871D103 | Meeting Type | Contested-Special | ||
| Ticker Symbol | CLGX | Meeting Date | 17-Nov-2020 | ||
| ISIN | US21871D1037 | Agenda | 935277409 - Opposition | ||
| Item | Proposal | Proposed by | Vote | For/Against Management | |
| 1A. | To Remove J. David Chatham as director of the Company (For = remove director, Abstain/withhold = do not remove director) | Management | For | For | |
| 1B. | To Remove Douglas C. Curling as director of the Company (For = remove director, Abstain/withhold = do not remove director) | Management | Abstain | Against | |
| 1C. | To Remove John C. Dorman as director of the Company (For = remove director, Abstain/withhold = do not remove director) | Management | Abstain | Against | |
| 1D. | To Remove Paul F. Folino as director of the Company (For = remove director, Abstain/withhold = do not remove director) | Management | Abstain | Against | |
| 1E. | To Remove Thomas C. O'Brien as director of the Company (For = remove director, Abstain/withhold = do not remove director) | Management | For | For | |
| 1F. | To Remove Pamela H. Patenaude as director of the Company (For = remove director, Abstain/withhold = do not remove director) | Management | Abstain | Against | |
| 1G. | To Remove Vikrant Raina as director of the Company (For = remove director, Abstain/withhold = do not remove director) | Management | Abstain | Against | |
| 1H. | To Remove J. Michael Shepherd as director of the Company (For = remove director, Abstain/withhold = do not remove director) | Management | Abstain | Against | |
| 1I. | To Remove David F. Walker as director of the Company (For = remove director, Abstain/withhold = do not remove director) | Management | For | For | |
| 2A. | To Nominate W. Steve Albrecht for appointment to the Board | Management | For | For | |
| 2B. | To Nominate Martina Lewis Bradford for appointment to the Board | Management | Against | Against | |
| 2C. | To Nominate Gail Landis for appointment to the Board | Management | Against | Against | |
| 2D. | To Nominate Wendy Lane for appointment to the Board | Management | For | For | |
| 2E. | To Nominate Ryan McKendrick for appointment to the Board | Management | Against | Against | |
| 2F. | To Nominate Katherine "KT" Rabin for appointment to the Board | Management | Against | Against | |
| 2G. | To Nominate Sreekanth Ravi for appointment to the Board | Management | Against | Against | |
| 2H. | To Nominate Lisa Wardell for appointment to the Board | Management | Against | Against | |
| 2I. | To Nominate Henry W. "Jay" Winship for appointment to the Board | Management | For | For | |
| 3. | To Repeal Any Bylaw Amendment to the Version Filed on July 6, 2020 (other than any amendments to the Bylaws set forth in these Proposals) | Management | For | For | |
| 4. | To Amend Article II, Section 2.2 of the Bylaws to provide mechanics for calling a special meeting if no or less than a majority of directors are then in office | Management | For | For | |
| MOBILEIRON, INC. | |||||
| Security | 60739U204 | Meeting Type | Special | ||
| Ticker Symbol | MOBL | Meeting Date | 24-Nov-2020 | ||
| ISIN | US60739U2042 | Agenda | 935290964 - Management | ||
| Item | Proposal | Proposed by | Vote | For/Against Management | |
| 1. | To consider and vote on the proposal to adopt the Agreement and Plan of Merger (as it may be amended from time to time), dated September 26, 2020, by and among MobileIron, Ivanti, Inc. and Oahu Merger Sub, Inc. (the "merger agreement"). | Management | For | For | |
| 2. | To consider and vote on the proposal to approve, on a non- binding, advisory basis, the compensation that will or may become payable by MobileIron to its named executive officers in connection with the merger of Oahu Merger Sub, Inc., a wholly owned subsidiary of Ivanti, Inc., with and into MobileIron pursuant to the merger agreement (the "merger"). | Management | Against | Against | |
| 3. | To consider and vote on any proposal to adjourn the special meeting to a later date or time, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting. | Management | For | For | |
| HUDSON LTD. | |||||
| Security | G46408103 | Meeting Type | Special | ||
| Ticker Symbol | HUD | Meeting Date | 30-Nov-2020 | ||
| ISIN | BMG464081030 | Agenda | 935293706 - Management | ||
| Item | Proposal | Proposed by | Vote | For/Against Management | |
| 1. | To approve and adopt the merger agreement and statutory merger agreement between Hudson Ltd., Dufry AG and Dufry Holdco Ltd. and the transactions contemplated thereby, including the merger pursuant to which Hudson Ltd. will become an indirect wholly owned subsidiary of Dufry AG. | Management | For | For | |
| SINA CORPORATION | |||||
| Security | G81477104 | Meeting Type | Special | ||
| Ticker Symbol | SINA | Meeting Date | 22-Dec-2020 | ||
| ISIN | KYG814771047 | Agenda | 935311390 - Management | ||
| Item | Proposal | Proposed by | Vote | For/Against Management | |
| 1. | THAT the Agreement and Plan of Merger, dated as of September 28, 2020 (the "Merger Agreement"), among the Company, New Wave Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands ("Parent"), and New Wave Mergersub Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Parent ("Merger Sub"). | Management | For | For | |
| 2. | THAT each member of a special committee of the Board, composed solely of independent and disinterested directors of the Company (the "Special Committee") and the Chief Financial Officer of the Company each be authorized to do all things necessary to give effect to the Merger Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, the Variation of Capital and the Adoption of Amended M&A. | Management | For | For | |
| 3. | THAT the Extraordinary General Meeting be adjourned in order to allow the Company to solicit additional proxies in the event that there are insufficient proxies received at the time of the Extraordinary General Meeting to pass the special resolutions mentioned above to be proposed at the Extraordinary General Meeting. | Management | For | For | |
| TAUBMAN CENTERS, INC. | |||||
| Security | 876664103 | Meeting Type | Special | ||
| Ticker Symbol | TCO | Meeting Date | 28-Dec-2020 | ||
| ISIN | US8766641034 | Agenda | 935314675 - Management | ||
| Item | Proposal | Proposed by | Vote | For/Against Management | |
| 1. | To adopt and approve the Amended and Restated Agreement and Plan of Merger, dated as of November 14, 2020. | Management | For | For | |
| 2. | To approve, on a non-binding, advisory basis, compensation that may become payable to Taubman's named executive officers in connection with the REIT Merger and the other Transactions, as more particularly described in the Proxy Statement. | Management | For | For | |
| 3. | To approve an adjournment of the special meeting, even if a quorum is present, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve Proposal 1. | Management | For | For | |
| TAUBMAN CENTERS, INC. | |||||
| Security | 876664103 | Meeting Type | Special | ||
| Ticker Symbol | TCO | Meeting Date | 28-Dec-2020 | ||
| ISIN | US8766641034 | Agenda | 935318685 - Management | ||
| Item | Proposal | Proposed by | Vote | For/Against Management | |
| 1. | To adopt and approve the Amended and Restated Agreement and Plan of Merger, dated as of November 14, 2020. | Management | For | For | |
| 2. | To approve, on a non-binding, advisory basis, compensation that may become payable to Taubman's named executive officers in connection with the REIT Merger and the other Transactions, as more particularly described in the Proxy Statement. | Management | For | For | |
| 3. | To approve an adjournment of the special meeting, even if a quorum is present, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve Proposal 1. | Management | For | For | |
| TIFFANY & CO. | |||||
| Security | 886547108 | Meeting Type | Special | ||
| Ticker Symbol | TIF | Meeting Date | 30-Dec-2020 | ||
| ISIN | US8865471085 | Agenda | 935313053 - Management | ||
| Item | Proposal | Proposed by | Vote | For/Against Management | |
| 1. | To adopt the Amended and Restated Agreement and Plan of Merger, dated as of October 28, 2020, (the "merger agreement"), by and among the Tiffany & Co. (the "Company"), LVMH Moët Hennessy- Louis Vuitton SE, a societas Europaea (European company) organized under the laws of France ("Parent"), Breakfast Holdings Acquisition Corp., a Delaware corporation and an indirect wholly owned subsidiary of Parent ("Holding"), and Breakfast Acquisition Corp., a Delaware corporation and a direct wholly owned subsidiary of Holding ("Merger Sub"). | Management | For | For | |
| 2. | The compensation proposal - To approve, by non- binding, advisory vote, certain compensation arrangements for the Company's named executive officers in connection with the merger. | Management | Against | Against | |
| 3. | N/A | Management | For | ||
| FRONT YARD RESIDENTIAL CORPORATION | |||||
| Security | 35904G107 | Meeting Type | Special | ||
| Ticker Symbol | RESI | Meeting Date | 06-Jan-2021 | ||
| ISIN | US35904G1076 | Agenda | 935317013 - Management | ||
| Item | Proposal | Proposed by | Vote | For/Against Management | |
| 1. | To approve the merger of the Company with and into Midway AcquisitionCo REIT, a Maryland real estate investment trust (which we refer to as "Merger Sub" and to such merger as the "Merger") pursuant to the Agreement and Plan of Merger, dated as of October 19, 2020 (which we refer to as the "Original Agreement"), as amended by the First Amendment to Agreement and Plan of Merger, dated as of November 20, 2020 (which, together with the Original Agreement, as may be further amended from time to time, we refer to as the "Merger Agreement"). | Management | For | For | |
| 2. | To approve, by a non-binding advisory vote, the compensation that may be paid or become payable to the Company's named executive officers that is based on or otherwise relates to the Merger contemplated by the Merger Agreement. | Management | Against | Against | |
| 3. | To adjourn the special meeting to a later date or time if necessary or appropriate, including to solicit additional proxies in favor of the proposal to approve the Merger if there are insufficient votes at the time of the special meeting to approve the Merger. | Management | For | For | |
| PARSLEY ENERGY, INC. | |||||
| Security | 701877102 | Meeting Type | Special | ||
| Ticker Symbol | PE | Meeting Date | 12-Jan-2021 | ||
| ISIN | US7018771029 | Agenda | 935316415 - Management | ||
| Item | Proposal | Proposed by | Vote | For/Against Management | |
| 1. | To approve and adopt the Agreement and Plan of Merger, dated as of October 20, 2020 (as may be amended from time to time), by and among Parsley Energy, Inc. ("Parsley"), Pioneer Natural Resources Company ("Pioneer") and certain subsidiaries of Parsley and Pioneer and the transactions contemplated thereby. | Management | For | For | |
| 2. | To approve, on a non-binding advisory basis, the compensation that may be paid or become payable to Parsley's named executive officers that is based on or otherwise relates to the mergers. | Management | For | For | |
| ENDURANCE INTERNATIONAL GROUP HOLDINGS | |||||
| Security | 29272B105 | Meeting Type | Special | ||
| Ticker Symbol | EIGI | Meeting Date | 14-Jan-2021 | ||
| ISIN | US29272B1052 | Agenda | 935317986 - Management | ||
| Item | Proposal | Proposed by | Vote | For/Against Management | |
| 1. | To adopt the Agreement and Plan of Merger, dated as of November 1, 2020, as it may be amended from time to time in accordance with its terms (the "merger agreement"), by and among Endurance International Group Holdings, Inc., Razorback Technology Intermediate Holdings, Inc. and Razorback Technology, Inc. | Management | For | For | |
| 2. | To approve, on a nonbinding advisory basis, the "golden parachute" compensation that will or may become payable to Endurance International Group Holdings, Inc.'s named executive officers in connection with the merger of Endure Digital, Inc. (formerly known as Razorback Technology, Inc.), a wholly owned subsidiary of Endure Digital Intermediate Holdings, Inc. (formerly known as Razorback Technology Intermediate Holdings, Inc.), with and into Endurance International Group Holdings, Inc., pursuant to the merger agreement. | Management | Against | Against | |
| 3. | To approve one or more adjournments of the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to adopt the merger agreement. | Management | For | For | |
| CONCHO RESOURCES INC. | |||||
| Security | 20605P101 | Meeting Type | Special | ||
| Ticker Symbol | CXO | Meeting Date | 15-Jan-2021 | ||
| ISIN | US20605P1012 | Agenda | 935317924 - Management | ||
| Item | Proposal | Proposed by | Vote | For/Against Management | |
| 1. | To adopt the Agreement and Plan of Merger, dated October 18, 2020 (as it may be amended from time to time, the "Merger Agreement"), by and among Concho Resources Inc., ConocoPhillips and Falcon Merger Sub Corp. | Management | For | For | |
| 2. | To approve, by non-binding vote, certain compensation that may be paid or become payable to Concho Resources Inc.'s named executive officers that is based on, or otherwise relates to, the merger contemplated by the Merger Agreement. | Management | For | For | |
| EIDOS THERAPEUTICS, INC. | |||||
| Security | 28249H104 | Meeting Type | Special | ||
| Ticker Symbol | EIDX | Meeting Date | 19-Jan-2021 | ||
| ISIN | US28249H1041 | Agenda | 935317936 - Management | ||
| Item | Proposal | Proposed by | Vote | For/Against Management | |
| 1. | A proposal to adopt the Agreement and Plan of Merger, dated as of October 5, 2020, by and among Eidos Therapeutics,Inc. ("Eidos"),BridgeBio Pharma, Inc., Globe Merger Sub I,Inc. and Globe Merger Sub II,Inc., a copy of which is attached as Annex A to the accompanying joint proxy statement/prospectus,and approve the mergers and other transactions contemplated thereby (the "Eidos merger proposal"). | Management | For | For | |
| 2. | A proposal to approve, on a non-binding,advisory basis, the compensation that may become payable to the named executive officers of Eidos in connection with the consummation of the mergers (the "Eidos advisory compensation proposal"). | Management | For | For | |
| 3. | A proposal to approve the adjournment of the Eidos special meeting to another date and place, if necessary or appropriate, to solicit additional votes in favor of the Eidos merger proposal (the "Eidos adjournment proposal"). | Management | For | For | |
| SOGOU INC. | |||||
| Security | 83409V104 | Meeting Type | Annual | ||
| Ticker Symbol | SOGO | Meeting Date | 27-Jan-2021 | ||
| ISIN | US83409V1044 | Agenda | 935324018 - Management | ||
| Item | Proposal | Proposed by | Vote | For/Against Management | |
| I.1 | Election of Director: Charles Zhang | Management | For | For | |
| I.2 | Election of Director: Xiaochuan Wang | Management | Against | Against | |
| I.3 | Election of Director: Yu Yin | Management | Against | Against | |
| I.4 | Election of Director: Joanna Lu | Management | For | For | |
| I.5 | Election of Director: Bin Gao | Management | For | For | |
| I.6 | Election of Director: Janice Lee | Management | For | For | |
| I.7 | Election of Director: Jinmei He | Management | For | For | |
| II. | To ratify the appointment of PricewaterhouseCoopers Zhong Tian LLP as the Company's independent auditors for the fiscal year ending December 31, 2020. | Management | For | For | |
| CIT GROUP INC. | |||||
| Security | 125581801 | Meeting Type | Special | ||
| Ticker Symbol | CIT | Meeting Date | 09-Feb-2021 | ||
| ISIN | US1255818015 | Agenda | 935323030 - Management | ||
| Item | Proposal | Proposed by | Vote | For/Against Management | |
| 1. | The CIT merger proposal: The Board of Directors recommends you vote FOR the proposal to adopt the Agreement and Plan of Merger (the "Merger Agreement"), dated as of October 15, 2020, by and among CIT Group Inc. ("CIT"), First Citizens BancShares, Inc., First-Citizens Bank & Trust Company and FC Merger Subsidiary IX, Inc. | Management | For | For | |
| 2. | The CIT compensation proposal: The Board of Directors recommends that you vote FOR the proposal to approve, on an advisory (non- binding) basis, the executive officer compensation that will or may be paid to CIT's named executive officers in connection with the transactions contemplated by the Merger Agreement. | Management | For | For | |
| 3. | The CIT adjournment proposal: The Board of Directors recommends that you vote FOR the proposal to adjourn the CIT special meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, there are not sufficient votes to approve the CIT merger proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to holders of CIT common stock. | Management | For | For | |
| OXFORD IMMUNOTEC GLOBAL PLC | |||||
| Security | G6855A103 | Meeting Type | Annual | ||
| Ticker Symbol | OXFD | Meeting Date | 26-Feb-2021 | ||
| ISIN | GB00BGFBB958 | Agenda | 935332433 - Management | ||
| Item | Proposal | Proposed by | Vote | For/Against Management | |
| 1. | Authorize the Board of Directors to take all such actions that it considers necessary or appropriate to carry the Scheme into effect and to approve an amendment to the Company's articles of association as set forth in the Notice of General Meeting of the Proxy Statement/Scheme Circular. | Management | For | For | |
| 2. | Subject to and conditional on the Scheme becoming Effective (as defined in the Proxy Statement/Scheme Circular), approve to re- register the Company as a private limited company with the name "Oxford Immunotec Global Limited". | Management | For | For | |
| OXFORD IMMUNOTEC GLOBAL PLC | |||||
| Security | G6855A111 | Meeting Type | Annual | ||
| Ticker Symbol | Meeting Date | 26-Feb-2021 | |||
| ISIN | Agenda | 935332445 - Management | |||
| Item | Proposal | Proposed by | Vote | For/Against Management | |
| 1. | To approve the Scheme as set forth in the Proxy Statement/Scheme Circular. | Management | For | For | |
| OXFORD IMMUNOTEC GLOBAL PLC | |||||
| Security | G6855A103 | Meeting Type | Annual | ||
| Ticker Symbol | OXFD | Meeting Date | 26-Feb-2021 | ||
| ISIN | GB00BGFBB958 | Agenda | 935340290 - Management | ||
| Item | Proposal | Proposed by | Vote | For/Against Management | |
| 1. | Authorize the Board of Directors to take all such actions that it considers necessary or appropriate to carry the Scheme into effect and to approve an amendment to the Company's articles of association as set forth in the Notice of General Meeting of the Proxy Statement/Scheme Circular. | Management | |||
| 2. | Subject to and conditional on the Scheme becoming Effective (as defined in the Proxy Statement/Scheme Circular), approve to re- register the Company as a private limited company with the name "Oxford Immunotec Global Limited". | Management | |||
| OXFORD IMMUNOTEC GLOBAL PLC | |||||
| Security | G6855A111 | Meeting Type | Annual | ||
| Ticker Symbol | Meeting Date | 26-Feb-2021 | |||
| ISIN | Agenda | 935340303 - Management | |||
| Item | Proposal | Proposed by | Vote | For/Against Management | |
| 1. | To approve the Scheme as set forth in the Proxy Statement/Scheme Circular. | Management | |||
| ACACIA COMMUNICATIONS, INC. | |||||
| Security | 00401C108 | Meeting Type | Special | ||
| Ticker Symbol | ACIA | Meeting Date | 01-Mar-2021 | ||
| ISIN | US00401C1080 | Agenda | 935334742 - Management | ||
| Item | Proposal | Proposed by | Vote | For/Against Management | |
| 1. | To adopt the Amended and Restated Agreement and Plan of Merger, dated as of January 14, 2021, as it may be amended from time to time, by and among Acacia Communications, Inc., Cisco Systems, Inc., and Amarone Acquisition Corp. (the "Amended and Restated Agreement and Plan of Merger"). | Management | For | For | |
| 2. | To approve, on a nonbinding advisory basis, the compensation that may be payable to Acacia Communications, Inc.'s named executive officers in connection with the merger. | Management | Against | Against | |
| 3. | To approve the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the proposal to adopt the Amended and Restated Agreement and Plan of Merger. | Management | For | For | |
| SLACK TECHNOLOGIES, INC. | |||||
| Security | 83088V102 | Meeting Type | Special | ||
| Ticker Symbol | WORK | Meeting Date | 02-Mar-2021 | ||
| ISIN | US83088V1026 | Agenda | 935332623 - Management | ||
| Item | Proposal | Proposed by | Vote | For/Against Management | |
| 1. | A proposal to adopt the Agreement and Plan of Merger, dated as of December 1, 2020 (as it may be amended from time to time, the "merger agreement"), among salesforce.com, inc., Skyline Strategies I Inc., Skyline Strategies II LLC and Slack Technologies, Inc. ("Slack") and approve the transactions contemplated thereby. | Management | For | For | |
| 2. | A proposal to approve, by a non-binding advisory vote, certain compensation that may be paid or become payable to Slack's named executive officers that is based on or otherwise relates to the mergers contemplated by the merger agreement. | Management | Against | Against | |
| NAVISTAR INTERNATIONAL CORPORATION | |||||
| Security | 63934E108 | Meeting Type | Annual | ||
| Ticker Symbol | NAV | Meeting Date | 02-Mar-2021 | ||
| ISIN | US63934E1082 | Agenda | 935333081 - Management | ||
| Item | Proposal | Proposed by | Vote | For/Against Management | |
| 1. | To adopt the Merger Agreement and transactions contemplated thereby. | Management | For | For | |
| 2. | To approve certain compensation arrangements for the Company's named executive officers in connection with the Merger. | Management | For | For | |
| 3. | DIRECTOR | Management | |||
| 1 | Troy A. Clarke | For | For | ||
| 2 | José María Alapont | For | For | ||
| 3 | Stephen R. D'Arcy | For | For | ||
| 4 | Vincent J. Intrieri | For | For | ||
| 5 | Mark H. Rachesky, M.D. | For | For | ||
| 6 | Christian Schulz | For | For | ||
| 7 | Kevin M. Sheehan | For | For | ||
| 8 | Dennis A. Suskind | For | For | ||
| 9 | Janet T. Yeung | For | For | ||
| 4. | Advisory Vote on Executive Compensation. | Management | For | For | |
| 5. | Vote to ratify the selection of KPMG LLP as our independent registered public accounting firm. | Management | For | For | |
| 6. | To approve the adjournment or postponement of the Annual Meeting, if necessary, to continue to solicit votes for the Merger Proposal. | Management | For | For | |
| REALPAGE, INC. | |||||
| Security | 75606N109 | Meeting Type | Special | ||
| Ticker Symbol | RP | Meeting Date | 08-Mar-2021 | ||
| ISIN | US75606N1090 | Agenda | 935334261 - Management | ||
| Item | Proposal | Proposed by | Vote | For/Against Management | |
| 1. | To approve the adoption of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of December 20, 2020, by and among Mirasol Parent, LLC, Mirasol Merger Sub, Inc., and RealPage, Inc. ("RealPage"). | Management | For | For | |
| 2. | To approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to RealPage's named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement. | Management | For | For | |
| 3. | To adjourn the special meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to approve Proposal 1 at the time of the special meeting. | Management | For | For | |
| IHS MARKIT LTD | |||||
| Security | G47567105 | Meeting Type | Special | ||
| Ticker Symbol | INFO | Meeting Date | 11-Mar-2021 | ||
| ISIN | BMG475671050 | Agenda | 935329462 - Management | ||
| Item | Proposal | Proposed by | Vote | For/Against Management | |
| 1. | Approval and Adoption of the Merger Agreement, the Statutory Merger Agreement and the Transactions Contemplated Thereby. To vote on a proposal to approve and adopt the Agreement and Plan of Merger, dated as of November 29, 2020, as amended by Amendment No. 1, dated as of January 20, 2021, and as it may further be amended from time to time, by and among S&P Global Inc., Sapphire Subsidiary, Ltd., and IHS Markit Ltd., the statutory merger agreement among the same, and the transactions contemplated thereby. | Management | For | For | |
| 2. | IHS Markit Ltd. Merger-Related Compensation. To vote on a proposal to approve, by advisory (non-binding) vote, certain compensation arrangements that may be paid or become payable to IHS Markit Ltd.'s named executive officers in connection with the merger. | Management | Against | Against | |
| WADDELL & REED FINANCIAL, INC. | |||||
| Security | 930059100 | Meeting Type | Special | ||
| Ticker Symbol | WDR | Meeting Date | 23-Mar-2021 | ||
| ISIN | US9300591008 | Agenda | 935337988 - Management | ||
| Item | Proposal | Proposed by | Vote | For/Against Management | |
| 1. | A proposal to adopt the Agreement and Plan of Merger (as amended or supplemented from time to time, the "merger agreement"), by and among Waddell & Reed Financial, Inc. (the "Company"), Macquarie Management Holdings, Inc. ("Macquarie"), Merry Merger Sub, Inc., and (solely for limited purposes) Macquarie Financial Holdings Pty Ltd, pursuant to which, among other things, Merger Sub will be merged with and into the Company (the "merger"), with the Company surviving the merger as a wholly-owned subsidiary of Macquarie. | Management | For | For | |
| 2. | A proposal to approve, by a non-binding advisory vote, the compensation that may be paid or become payable to the Company's principal executive officer, principal financial officer and three most highly compensated executive officers other than the principal executive officer and principal financial officer that is based on or otherwise relates to the merger and the other transactions contemplated by the merger agreement. | Management | For | For | |
| 3. | A proposal to adjourn the special meeting to a later date or time, if necessary or appropriate, to solicit additional proxies in favor of the proposal to adopt the merger agreement if there are insufficient votes at the time of the special meeting to approve the proposal to adopt the merger agreement. | Management | For | For | |
| UROVANT SCIENCES LTD | |||||
| Security | G9381B108 | Meeting Type | Special | ||
| Ticker Symbol | UROV | Meeting Date | 23-Mar-2021 | ||
| ISIN | BMG9381B1081 | Agenda | 935339526 - Management | ||
| Item | Proposal | Proposed by | Vote | For/Against Management | |
| 1. | To approve and adopt an Agreement and Plan of Merger, dated as of November 12, 2020 ("merger agreement") and a related statutory merger agreement, referred to herein as the "statutory merger agreement," by and among Urovant Sciences Ltd., Sumitovant Biopharma Ltd., Titan Ltd., and solely with respect to Section 9.13 of the merger agreement, Sumitomo Dainippon Pharma Co., Ltd., and the transactions contemplated by the merger agreement and the statutory merger agreement, including a merger. | Management | For | For | |
| 2. | To approve an adjournment of the special general meeting, if necessary or appropriate (as determined in good faith by Urovant Sciences Ltd.), to solicit additional proxies if there are insufficient votes at the time of the special general meeting to approve Proposal 1. | Management | For | For | |
| TCF FINANCIAL CORPORATION | |||||
| Security | 872307103 | Meeting Type | Special | ||
| Ticker Symbol | TCF | Meeting Date | 25-Mar-2021 | ||
| ISIN | US8723071036 | Agenda | 935338043 - Management | ||
| Item | Proposal | Proposed by | Vote | For/Against Management | |
| 1. | Approval of the Agreement and Plan of Merger, dated as of December 13, 2020 (as it may be amended from time to time), by and between TCF Financial Corporation ("TCF") and Huntington Bancshares Incorporated ("Huntington"), pursuant to which TCF will merge with and into Huntington, with Huntington surviving the merger (the "TCF merger proposal"). | Management | For | For | |
| 2. | Approval of, on an advisory (non-binding) basis, the merger- related named executive officer compensation that will or may be paid to TCF's named executive officers in connection with the merger (the "TCF compensation proposal"). | Management | For | For | |
| 3. | Approval of the adjournment of the special meeting of TCF shareholders to a later date or dates, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, there are not sufficient votes at the time of the TCF special meeting to approve the TCF merger proposal or to ensure that any supplement or amendment to this joint proxy statement/prospectus is timely provided to holders of TCF common stock (the "TCF adjournment proposal"). | Management | For | For | |
| WATFORD HOLDINGS LTD | |||||
| Security | G94787101 | Meeting Type | Special | ||
| Ticker Symbol | WTRE | Meeting Date | 30-Mar-2021 | ||
| ISIN | BMG947871015 | Agenda | 935340151 - Management | ||
| Item | Proposal | Proposed by | Vote | For/Against Management | |
| 1. | Approval and adoption of the Agreement and Plan of Merger dated Oct 9, 2020, as amended by Amendment No. 1 thereto dated Nov 2, 2020 ("Merger Agreement"), and the related statutory merger agreement, among Watford Holdings Ltd. ("Company"), Arch Capital Group Ltd. ("Arch") and Greysbridge Ltd., a wholly- owned subsidiary of Greysbridge Holdings Ltd., a newly-formed company organized by Arch for the purpose of facilitating the merger, and the other transactions contemplated thereby (the "Merger Proposal") | Management | For | For | |
| 2. | Advisory (non binding) approval of specified compensation that may become payable to the named executive officers of the Company in connection with the merger (the "Compensation Advisory Proposal"). | Management | For | For | |
| 3. | Approval of adjournment of the special general meeting, if necessary, to solicit additional proxies if there are insufficient votes at the time of the special general meeting to approve the Merger Proposal (the "Adjournment Proposal"). | Management | For | For | |
| ATLANTIC POWER CORPORATION | |||||
| Security | 04878Q863 | Meeting Type | Special | ||
| Ticker Symbol | AT | Meeting Date | 07-Apr-2021 | ||
| ISIN | CA04878Q8636 | Agenda | 935343854 - Management | ||
| Item | Proposal | Proposed by | Vote | For/Against Management | |
| 1 | To consider, pursuant to an interim order of the Supreme Court of British Columbia, and if deemed advisable, to pass, with or without variation, a special resolution of common shareholders (the "Arrangement Resolution") to approve an arrangement (the "Arrangement") in accordance with Division 5 of Part 9 of the Business Corporations Act (British Columbia) pursuant to the Arrangement Agreement dated as of January 14, 2021, by and among Atlantic Power Corporation (the "Corporation"), Atlantic Power Preferred Equity Ltd., Atlantic Power Limited Partnership, Tidal Power Holdings Limited and Tidal Power Aggregator, L.P., to effect among other things, the acquisition by Tidal Power Holdings Limited of all of the outstanding common shares in the capital of the Corporation in exchange for US$3.03 in cash (less any applicable withholding taxes) per common share. | Management | For | For | |
| 2 | To consider and vote on a proposal to approve, by non- binding, advisory vote, certain compensation arrangements for the Corporation's named executive officers in connection with the Arrangement. | Management | For | For | |
| 3 | To approve the adjournment of the special meeting of common shareholders of the Corporation, if necessary, to solicit additional proxies if there are insufficient votes at the time of the meeting to approve the Arrangement Resolution. | Management | For | For | |
| XILINX, INC. | |||||
| Security | 983919101 | Meeting Type | Special | ||
| Ticker Symbol | XLNX | Meeting Date | 07-Apr-2021 | ||
| ISIN | US9839191015 | Agenda | 935346735 - Management | ||
| Item | Proposal | Proposed by | Vote | For/Against Management | |
| 1. | Proposal to adopt the Agreement and Plan of Merger, dated October 26, 2020, as it may be amended from time to time, which is referred to as the "merger agreement," among Advanced Micro Devices, Inc., which is referred to as "AMD," Thrones Merger Sub, Inc., a wholly owned subsidiary of AMD, which is referred to as "Merger Sub," and Xilinx, which proposal is referred to as the "Xilinx merger proposal". | Management | For | For | |
| 2. | Proposal to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to Xilinx's named executive officers that is based on or otherwise relates to the transactions contemplated by the merger agreement, which proposal is referred to as the "Xilinx compensation proposal". | Management | Against | Against | |
| 3. | Proposal to approve the adjournment of the Xilinx special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Xilinx special meeting to approve the Xilinx merger proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to Xilinx stockholders, which proposal is referred to as the "Xilinx adjournment proposal". | Management | For | For | |
| CHANGE HEALTHCARE INC | |||||
| Security | 15912K100 | Meeting Type | Special | ||
| Ticker Symbol | CHNG | Meeting Date | 13-Apr-2021 | ||
| ISIN | US15912K1007 | Agenda | 935344983 - Management | ||
| Item | Proposal | Proposed by | Vote | For/Against Management | |
| 1. | To adopt the Agreement and Plan of Merger, dated as of January 5, 2021, among Change Healthcare Inc., UnitedHealth Group Incorporated and Cambridge Merger Sub Inc. | Management | For | For | |
| 2. | To approve, on a non-binding, advisory basis, certain compensation that may be paid or become payable to Change's named executive officers in connection with the Merger. | Management | Against | Against | |
| 3. | To adjourn or postpone the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the proposal described above in Proposal 1. | Management | For | For | |
| CUBIC CORPORATION | |||||
| Security | 229669106 | Meeting Type | Annual | ||
| Ticker Symbol | CUB | Meeting Date | 13-Apr-2021 | ||
| ISIN | US2296691064 | Agenda | 935394558 - Management | ||
| Item | Proposal | Proposed by | Vote | For/Against Management | |
| 1. | DIRECTOR | Management | |||
| 1 | Prithviraj Banerjee | For | For | ||
| 2 | Bruce G. Blakley | For | For | ||
| 3 | Maureen Breakiron-Evans | For | For | ||
| 4 | Denise L. Devine | For | For | ||
| 5 | Bradley H. Feldmann | For | For | ||
| 6 | Carolyn A. Flowers | For | For | ||
| 7 | Janice M. Hamby | For | For | ||
| 8 | David F. Melcher | For | For | ||
| 9 | Steven J. Norris | For | For | ||
| 2. | Approval, on an advisory, non-binding basis, of the Company's named executive office compensation. | Management | For | For | |
| 3. | Ratification of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending September 30, 2021. | Management | For | For | |
| INPHI CORPORATION | |||||
| Security | 45772F107 | Meeting Type | Special | ||
| Ticker Symbol | IPHI | Meeting Date | 15-Apr-2021 | ||
| ISIN | US45772F1075 | Agenda | 935353487 - Management | ||
| Item | Proposal | Proposed by | Vote | For/Against Management | |
| 1. | Approval of Inphi Merger Proposal. To approve and adopt the Agreement and Plan of Merger and Reorganization, dated as of October 29, 2020 (the "Merger Agreement"), by and among Inphi, Marvell Technology Group Ltd. ("Marvell"), Marvell Technology, Inc. (f/k/a Maui HoldCo, Inc.), a wholly owned subsidiary of Marvell ("HoldCo"), Maui Acquisition Company Ltd, a wholly owned subsidiary of HoldCo ("Bermuda Merger Sub"),and Indigo Acquisition Corp., a wholly owned subsidiary of HoldCo ("Delaware Merger Sub"). | Management | For | For | |
| 2. | Adjournment of Inphi Stockholder Meeting. To solicit additional proxies if there are not sufficient votes to approve and adopt the Merger Agreement. | Management | For | For | |
| 3. | Approval of Compensation. To approve on an advisory (non-binding) basis, the compensation that may be received by Inphi's named executive officers in connection with the Mergers. | Management | Against | Against | |
| PROSPERITY BANCSHARES, INC. | |||||
| Security | 743606105 | Meeting Type | Annual | ||
| Ticker Symbol | PB | Meeting Date | 20-Apr-2021 | ||
| ISIN | US7436061052 | Agenda | 935357942 - Management | ||
| Item | Proposal | Proposed by | Vote | For/Against Management | |
| 1. | DIRECTOR | Management | |||
| 1 | James A. Bouligny | Withheld | Against | ||
| 2 | W.R. Collier | For | For | ||
| 3 | Bruce W. Hunt | For | For | ||
| 4 | Robert Steelhammer | Withheld | Against | ||
| 5 | H.E. Timanus, Jr. | For | For | ||
| 2. | Ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2021. | Management | Against | Against | |
| 3. | Advisory approval of the compensation of the Company's named executive officers ("Say-On-Pay"). | Management | Against | Against | |
| GW PHARMACEUTICALS PLC | |||||
| Security | 36197T103 | Meeting Type | Special | ||
| Ticker Symbol | GWPH | Meeting Date | 23-Apr-2021 | ||
| ISIN | US36197T1034 | Agenda | 935358374 - Management | ||
| Item | Proposal | Proposed by | Vote | For/Against Management | |
| C1 | To approve (with or without modification) a scheme of arrangement pursuant to Part 26 of the UK Companies Act 2006 (the "Scheme"). | Management | For | For | |
| S1 | Special Resolution: To authorize the Board of Directors of GW Pharmaceuticals plc (the "Company") to take all such action to give effect to the Scheme, including the amendments to the Articles of Association of the Company. | Management | For | For | |
| O1 | Ordinary Resolution: To approve (on a non-binding, advisory basis) certain compensation arrangements that may be paid or become payable to the Company's named executive officers. | Management | Against | Against | |
| CUBIC CORPORATION | |||||
| Security | 229669106 | Meeting Type | Special | ||
| Ticker Symbol | CUB | Meeting Date | 27-Apr-2021 | ||
| ISIN | US2296691064 | Agenda | 935368262 - Management | ||
| Item | Proposal | Proposed by | Vote | For/Against Management | |
| 1. | Proposal to adopt the Agreement and Plan of Merger, dated as of February 7, 2021 (as may be amended from time to time, the "merger agreement"), by and among Cubic Corporation, a Delaware corporation (the "Company"), Atlas CC Acquisition Corp., a Delaware corporation ("Parent"), and Atlas Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Sub"). | Management | For | For | |
| 2. | Proposal to approve, by a non-binding advisory vote, the compensation that may be paid or become payable to the Company's named executive officers and that is based on, or otherwise relates to, the merger of Sub with and into the Company, as contemplated by the merger agreement. | Management | Against | Against | |
| 3. | Proposal to adjourn the special meeting from time to time to a later date or time if necessary or appropriate, including to solicit additional proxies in favor of the proposal to adopt the merger agreement if there are insufficient votes at the time of the special meeting to adopt the merger agreement. | Management | For | For | |
| NEWMONT CORPORATION | |||||
| Security | 651639106 | Meeting Type | Annual | ||
| Ticker Symbol | NEM | Meeting Date | 28-Apr-2021 | ||
| ISIN | US6516391066 | Agenda | 935348183 - Management | ||
| Item | Proposal | Proposed by | Vote | For/Against Management | |
| 1A. | Election of Director: Patrick Awuah. (Please note that an Against vote is treated as a Withhold) | Management | For | For | |
| 1B. | Election of Director: Gregory Boyce. (Please note that an Against vote is treated as a Withhold) | Management | For | For | |
| 1C. | Election of Director: Bruce Brook. (Please note that an Against vote is treated as a Withhold) | Management | Against | Against | |
| 1D. | Election of Director: Maura Clark. (Please note that an Against vote is treated as a Withhold) | Management | For | For | |
| 1E. | Election of Director: Matthew Coon Come. (Please note that an Against vote is treated as a Withhold) | Management | For | For | |
| 1F. | Election of Director: José Manuel Madero. (Please note that an Against vote is treated as a Withhold) | Management | For | For | |
| 1G. | Election of Director: René Médori. (Please note that an Against vote is treated as a Withhold) | Management | For | For | |
| 1H. | Election of Director: Jane Nelson. (Please note that an Against vote is treated as a Withhold) | Management | For | For | |
| 1I. | Election of Director: Thomas Palmer. (Please note that an Against vote is treated as a Withhold) | Management | For | For | |
| 1J. | Election of Director: Julio Quintana. (Please note that an Against vote is treated as a Withhold) | Management | For | For | |
| 1K. | Election of Director: Susan Story. (Please note that an Against vote is treated as a Withhold) | Management | For | For | |
| 2. | Approve, on an Advisory Basis, Named Executive Officer Compensation. | Management | For | For | |
| 3. | Ratify Appointment of Independent Registered Public Accounting Firm for 2021. | Management | Against | Against | |
| CORELOGIC, INC. | |||||
| Security | 21871D103 | Meeting Type | Special | ||
| Ticker Symbol | CLGX | Meeting Date | 28-Apr-2021 | ||
| ISIN | US21871D1037 | Agenda | 935382046 - Management | ||
| Item | Proposal | Proposed by | Vote | For/Against Management | |
| 1. | Proposal to adopt the Agreement and Plan of Merger, dated as of February 4, 2021 (as it may be amended from time to time, the "Merger Agreement"), by and among Celestial-Saturn Parent Inc., Celestial-Saturn Merger Sub Inc., and CoreLogic, Inc. | Management | For | For | |
| 2. | Non-binding, advisory proposal to approve compensation that will or may become payable by CoreLogic, Inc. to its named executive officers in connection with the merger contemplated by the Merger Agreement. | Management | Against | Against | |
| PROLOGIS, INC. | |||||
| Security | 74340W103 | Meeting Type | Annual | ||
| Ticker Symbol | PLD | Meeting Date | 29-Apr-2021 | ||
| ISIN | US74340W1036 | Agenda | 935354299 - Management | ||
| Item | Proposal | Proposed by | Vote | For/Against Management | |
| 1A. | Election of Director: Hamid R. Moghadam | Management | Against | Against | |
| 1B. | Election of Director: Cristina G. Bita | Management | For | For | |
| 1C. | Election of Director: George L. Fotiades | Management | Against | Against | |
| 1D. | Election of Director: Lydia H. Kennard | Management | For | For | |
| 1E. | Election of Director: Irving F. Lyons III | Management | For | For | |
| 1F. | Election of Director: Avid Modjtabai | Management | For | For | |
| 1G. | Election of Director: David P. O'Connor | Management | Against | Against | |
| 1H. | Election of Director: Olivier Piani | Management | For | For | |
| 1I. | Election of Director: Jeffrey L. Skelton | Management | Against | Against | |
| 1J. | Election of Director: Carl B. Webb | Management | Against | Against | |
| 1K. | Election of Director: William D. Zollars | Management | Against | Against | |
| 2. | Advisory Vote to Approve the Company's Executive Compensation for 2020. | Management | Against | Against | |
| 3. | Ratification of the Appointment of KPMG LLP as the Company's Independent Registered Public Accounting Firm for the Year 2021. | Management | Against | Against | |
| BOSTON PRIVATE FINANCIAL HOLDINGS, INC. | |||||
| Security | 101119105 | Meeting Type | Contested-Special | ||
| Ticker Symbol | BPFH | Meeting Date | 04-May-2021 | ||
| ISIN | US1011191053 | Agenda | 935364276 - Management | ||
| Item | Proposal | Proposed by | Vote | For/Against Management | |
| 1. | Approve the Agreement and Plan of Merger, dated as of January 4, 2021, as it may be amended from time to time, by and between SVB Financial Group, a Delaware corporation, and Boston Private Financial Holdings, Inc., a Massachusetts corporation (the "merger agreement"). | Management | For | For | |
| 2. | Approve, on an advisory (non-binding) basis, certain compensation arrangements for Boston Private's named executive officers in connection with the merger contemplated by the merger agreement. | Management | For | For | |
| 3. | Adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting or any adjournment or postponement thereof to approve the merger agreement. | Management | For | For | |
| BOSTON PRIVATE FINANCIAL HOLDINGS, INC. | |||||
| Security | 101119105 | Meeting Type | Contested-Special | ||
| Ticker Symbol | BPFH | Meeting Date | 04-May-2021 | ||
| ISIN | US1011191053 | Agenda | 935371790 - Opposition | ||
| Item | Proposal | Proposed by | Vote | For/Against Management | |
| 1. | The Company's proposal the Agreement and Plan of Merger, dated as of January 4, 2021, as it may be amended from time to time, by and between SVB Financial Group, a Delaware corporation, and Boston Private Financial Holdings, Inc., a Massachusetts corporation. | Management | |||
| 2. | The Company's proposal to approve, on an advisory (non-binding) basis, certain compensation arrangements for Boston Private's named executive officers in connection with the merger contemplated by the merger agreement. | Management | |||
| 3. | The Company's proposal to approve an adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting or any adjournment or postponement thereof to approve the merger agreement. | Management | |||
| IHS MARKIT LTD | |||||
| Security | G47567105 | Meeting Type | Annual | ||
| Ticker Symbol | INFO | Meeting Date | 05-May-2021 | ||
| ISIN | BMG475671050 | Agenda | 935359679 - Management | ||
| Item | Proposal | Proposed by | Vote | For/Against Management | |
| 1A. | Election of Director: Lance Uggla | Management | For | For | |
| 1B. | Election of Director: John Browne (The Lord Browne of Madingley) | Management | For | For | |
| 1C. | Election of Director: Dinyar S. Devitre | Management | For | For | |
| 1D. | Election of Director: Ruann F. Ernst | Management | For | For | |
| 1E. | Election of Director: Jacques Esculier | Management | For | For | |
| 1F. | Election of Director: Gay Huey Evans | Management | For | For | |
| 1G. | Election of Director: William E. Ford | Management | For | For | |
| 1H. | Election of Director: Nicoletta Giadrossi | Management | For | For | |
| 1I. | Election of Director: Robert P. Kelly | Management | For | For | |
| 1J. | Election of Director: Deborah Doyle McWhinney | Management | For | For | |
| 1K. | Election of Director: Jean-Paul L. Montupet | Management | For | For | |
| 1L. | Election of Director: Deborah K. Orida | Management | For | For | |
| 1M. | Election of Director: James A. Rosenthal | Management | For | For | |
| 2. | To approve, on an advisory, non-binding basis, the compensation of the Company's named executive officers. | Management | For | For | |
| 3. | To approve the appointment of Ernst & Young LLP as the Company's independent registered public accountants until the close of the next Annual General Meeting of Shareholders and to authorize the Company's Board of Directors, acting by the Audit Committee, to determine the remuneration of the independent registered public accountants. | Management | Against | Against | |
| IHS MARKIT LTD | |||||
| Security | G47567105 | Meeting Type | Annual | ||
| Ticker Symbol | INFO | Meeting Date | 05-May-2021 | ||
| ISIN | BMG475671050 | Agenda | 935359679 - Management | ||
| Item | Proposal | Proposed by | Vote | For/Against Management | |
| 1A. | Election of Director: Lance Uggla | Management | For | For | |
| 1B. | Election of Director: John Browne (The Lord Browne of Madingley) | Management | For | For | |
| 1C. | Election of Director: Dinyar S. Devitre | Management | For | For | |
| 1D. | Election of Director: Ruann F. Ernst | Management | For | For | |
| 1E. | Election of Director: Jacques Esculier | Management | For | For | |
| 1F. | Election of Director: Gay Huey Evans | Management | For | For | |
| 1G. | Election of Director: William E. Ford | Management | For | For | |
| 1H. | Election of Director: Nicoletta Giadrossi | Management | For | For | |
| 1I. | Election of Director: Robert P. Kelly | Management | For | For | |
| 1J. | Election of Director: Deborah Doyle McWhinney | Management | For | For | |
| 1K. | Election of Director: Jean-Paul L. Montupet | Management | For | For | |
| 1L. | Election of Director: Deborah K. Orida | Management | For | For | |
| 1M. | Election of Director: James A. Rosenthal | Management | For | For | |
| 2. | To approve, on an advisory, non-binding basis, the compensation of the Company's named executive officers. | Management | For | For | |
| 3. | To approve the appointment of Ernst & Young LLP as the Company's independent registered public accountants until the close of the next Annual General Meeting of Shareholders and to authorize the Company's Board of Directors, acting by the Audit Committee, to determine the remuneration of the independent registered public accountants. | Management | Against | Against | |
| PERSPECTA INC. | |||||
| Security | 715347100 | Meeting Type | Special | ||
| Ticker Symbol | PRSP | Meeting Date | 05-May-2021 | ||
| ISIN | US7153471005 | Agenda | 935389292 - Management | ||
| Item | Proposal | Proposed by | Vote | For/Against Management | |
| 1. | To adopt the Agreement and Plan of Merger, dated as of January 27, 2021, as amended from time to time (the "Merger Agreement"), among (i) Perspecta Inc. (the "Company"), (ii) Jaguar ParentCo Inc., and (iii) Jaguar Merger Sub Inc. ("Merger Sub"), pursuant to which Merger Sub will merge with and into the Company (the "Merger"). | Management | For | For | |
| 2. | To approve, by non-binding, advisory vote, certain compensation arrangements for the Company's named executive officers in connection with the Merger. | Management | Against | Against | |
| 3. | To approve the adjournment of the Special Meeting, if necessary or appropriate, including adjournment to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to adopt the Merger Agreement. | Management | For | For | |
| COHERENT, INC. | |||||
| Security | 192479103 | Meeting Type | Annual | ||
| Ticker Symbol | COHR | Meeting Date | 06-May-2021 | ||
| ISIN | US1924791031 | Agenda | 935354718 - Management | ||
| Item | Proposal | Proposed by | Vote | For/Against Management | |
| 1A. | Election of Director: Jay T. Flatley | Management | Against | Against | |
| 1B. | Election of Director: Pamela Fletcher | Management | Against | Against | |
| 1C. | Election of Director: Andreas W. Mattes | Management | For | For | |
| 1D. | Election of Director: Beverly Kay Matthews | Management | For | For | |
| 1E. | Election of Director: Michael R. McMullen | Management | Against | Against | |
| 1F. | Election of Director: Garry W. Rogerson | Management | Against | Against | |
| 1G. | Election of Director: Steve Skaggs | Management | For | For | |
| 1H. | Election of Director: Sandeep Vij | Management | Against | Against | |
| 2. | To approve our amended and restated Employee Stock Purchase Plan. | Management | For | For | |
| 3. | To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending October 2, 2021. | Management | Against | Against | |
| 4. | To approve, on a non-binding advisory basis, our named executive officer compensation. | Management | Against | Against | |
| CARDTRONICS PLC | |||||
| Security | G1991C105 | Meeting Type | Special | ||
| Ticker Symbol | CATM | Meeting Date | 07-May-2021 | ||
| ISIN | GB00BYT18414 | Agenda | 935384761 - Management | ||
| Item | Proposal | Proposed by | Vote | For/Against Management | |
| 1. | To approve (with or without modification) a scheme of arrangement (the "Scheme") to be made between Cardtronics plc ("Cardtronics") and the holders of the Scheme Shares (as defined in the Scheme). | Management | For | For | |
| CARDTRONICS PLC | |||||
| Security | G1991C115 | Meeting Type | Special | ||
| Ticker Symbol | Meeting Date | 07-May-2021 | |||
| ISIN | Agenda | 935384773 - Management | |||
| Item | Proposal | Proposed by | Vote | For/Against Management | |
| 1. | That for the purposes of giving effect to the scheme of arrangement ("Scheme") between Cardtronics plc ("Cardtronics") and the holders of the Scheme Shares: I. the directors of Cardtronics be authorized to take all such action as they may consider necessary or appropriate for carrying the Scheme into effect; and, II. with effect from the passing of this special resolution, to approve the amendments to the articles of association of Cardtronics as set out in the Notice of General Meeting contained in the accompanying proxy statement. | Management | For | For | |
| 2. | To consider and, if thought fit, approve, in accordance with Section 14A of the Securities Exchange Act of 1934, as amended, on an advisory, non-binding basis, the compensation that will or may be paid or become payable to Cardtronics's named executive officers that is based on or otherwise relates to in connection with the proposed acquisition by NCR UK Group Financing Limited of all of the issued and to be issued ordinary shares of Cardtronics. | Management | Against | Against | |
| WILLIS TOWERS WATSON PLC | |||||
| Security | G96629103 | Meeting Type | Annual | ||
| Ticker Symbol | WLTW | Meeting Date | 11-May-2021 | ||
| ISIN | IE00BDB6Q211 | Agenda | 935364973 - Management | ||
| Item | Proposal | Proposed by | Vote | For/Against Management | |
| 1A. | Election of Director: Anna C. Catalano | Management | For | For | |
| 1B. | Election of Director: Victor F. Ganzi | Management | Against | Against | |
| 1C. | Election of Director: John J. Haley | Management | For | For | |
| 1D. | Election of Director: Wendy E. Lane | Management | Against | Against | |
| 1E. | Election of Director: Brendan R. O'Neill | Management | For | For | |
| 1F. | Election of Director: Jaymin B. Patel | Management | Against | Against | |
| 1G. | Election of Director: Linda D. Rabbitt | Management | Against | Against | |
| 1H. | Election of Director: Paul D. Thomas | Management | For | For | |
| 1I. | Election of Director: Wilhelm Zeller | Management | For | For | |
| 2. | Ratify, on an advisory basis, the appointment of (i) Deloitte & Touche LLP to audit our financial statements and (ii) Deloitte Ireland LLP to audit our Irish Statutory Accounts, and authorize, in a binding vote, the Board, acting through the Audit Committee, to fix the independent auditors' remuneration. | Management | For | For | |
| 3. | Approve, on an advisory basis, the named executive officer compensation. | Management | Against | Against | |
| 4. | Renew the Board's existing authority to issue shares under Irish law. | Management | For | For | |
| 5. | Renew the Board's existing authority to opt out of statutory pre-emption rights under Irish law. | Management | For | For | |
| ALEXION PHARMACEUTICALS, INC. | |||||
| Security | 015351109 | Meeting Type | Special | ||
| Ticker Symbol | ALXN | Meeting Date | 11-May-2021 | ||
| ISIN | US0153511094 | Agenda | 935410124 - Management | ||
| Item | Proposal | Proposed by | Vote | For/Against Management | |
| 1. | To adopt the Agreement and Plan of Merger, dated as of December 12, 2020 (as it may be amended from time to time, the "merger agreement") by and among Alexion, AstraZeneca PLC ("AstraZeneca"), Delta Omega Sub Holdings Inc., a wholly owned subsidiary of AstraZeneca ("Bidco"), Delta Omega Sub Holdings Inc. 1, a direct, wholly owned subsidiary of Bidco and Delta Omega Sub Holdings LLC 2, a direct, wholly owned subsidiary of Bidco (the "merger proposal"). | Management | For | For | |
| 2. | To approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to Alexion's named executive officers that is based on or otherwise relates to the transactions contemplated by the merger agreement. | Management | Against | Against | |
| 3. | To approve the adjournment of the Alexion special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes at the time of the Alexion special meeting to approve the merger proposal or to ensure that any supplement or amendment to this proxy statement/ prospectus is timely provided to Alexion stockholders. | Management | For | For | |
| ALEXION PHARMACEUTICALS, INC. | |||||
| Security | 015351109 | Meeting Type | Special | ||
| Ticker Symbol | ALXN | Meeting Date | 11-May-2021 | ||
| ISIN | US0153511094 | Agenda | 935410124 - Management | ||
| Item | Proposal | Proposed by | Vote | For/Against Management | |
| 1. | To adopt the Agreement and Plan of Merger, dated as of December 12, 2020 (as it may be amended from time to time, the "merger agreement") by and among Alexion, AstraZeneca PLC ("AstraZeneca"), Delta Omega Sub Holdings Inc., a wholly owned subsidiary of AstraZeneca ("Bidco"), Delta Omega Sub Holdings Inc. 1, a direct, wholly owned subsidiary of Bidco and Delta Omega Sub Holdings LLC 2, a direct, wholly owned subsidiary of Bidco (the "merger proposal"). | Management | For | For | |
| 2. | To approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to Alexion's named executive officers that is based on or otherwise relates to the transactions contemplated by the merger agreement. | Management | Against | Against | |
| 3. | To approve the adjournment of the Alexion special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes at the time of the Alexion special meeting to approve the merger proposal or to ensure that any supplement or amendment to this proxy statement/ prospectus is timely provided to Alexion stockholders. | Management | For | For | |
| FORTERRA, INC. | |||||
| Security | 34960W106 | Meeting Type | Annual | ||
| Ticker Symbol | FRTA | Meeting Date | 12-May-2021 | ||
| ISIN | US34960W1062 | Agenda | 935400678 - Management | ||
| Item | Proposal | Proposed by | Vote | For/Against Management | |
| 1. | DIRECTOR | Management | |||
| 1 | Chris Meyer | Withheld | Against | ||
| 2 | R. "Chip" Cammerer, Jr. | For | For | ||
| 3 | Rafael Colorado | For | For | ||
| 4 | Maureen Harrell | For | For | ||
| 5 | Chad Lewis | Withheld | Against | ||
| 6 | Karl H. Watson, Jr. | For | For | ||
| 2. | To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2021. | Management | For | For | |
| 3. | To approve, on an advisory basis, the compensation of our named executive officers. | Management | Against | Against | |
| FLIR SYSTEMS, INC. | |||||
| Security | 302445101 | Meeting Type | Special | ||
| Ticker Symbol | FLIR | Meeting Date | 13-May-2021 | ||
| ISIN | US3024451011 | Agenda | 935403624 - Management | ||
| Item | Proposal | Proposed by | Vote | For/Against Management | |
| 1. | To adopt the Agreement and Plan of Merger by and among Teledyne Technologies Incorporated ("Teledyne"), Firework Merger Sub I, Inc. ("Merger Sub I"), Firework Merger Sub II, LLC ("Merger Sub II"), and FLIR Systems, Inc. ("FLIR"), pursuant to which Merger Sub I will merge with and into FLIR, with FLIR surviving, and immediately thereafter FLIR will merge with and into Merger Sub II ("Mergers"), with Merger Sub II surviving and continuing as a wholly owned subsidiary of Teledyne ("FLIR Merger Proposal"). | Management | For | For | |
| 2. | To approve, on a non-binding, advisory basis, the compensation that will or may become payable to FLIR's named executive officers in connection with the Mergers. | Management | Against | Against | |
| 3. | To approve one or more adjournments of the special meeting of stockholders of FLIR, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the FLIR Merger Proposal at the time of the special meeting. | Management | For | For | |
| DIGITAL REALTY TRUST, INC. | |||||
| Security | 253868103 | Meeting Type | Annual | ||
| Ticker Symbol | DLR | Meeting Date | 03-Jun-2021 | ||
| ISIN | US2538681030 | Agenda | 935407393 - Management | ||
| Item | Proposal | Proposed by | Vote | For/Against Management | |
| 1A. | Election of Director: Laurence A. Chapman | Management | Against | Against | |
| 1B. | Election of Director: Alexis Black Bjorlin | Management | For | For | |
| 1C. | Election of Director: VeraLinn Jamieson | Management | For | For | |
| 1D. | Election of Director: Kevin J. Kennedy | Management | For | For | |
| 1E. | Election of Director: William G. LaPerch | Management | For | For | |
| 1F. | Election of Director: Jean F.H.P. Mandeville | Management | For | For | |
| 1G. | Election of Director: Afshin Mohebbi | Management | For | For | |
| 1H. | Election of Director: Mark R. Patterson | Management | For | For | |
| 1I. | Election of Director: Mary Hogan Preusse | Management | For | For | |
| 1J. | Election of Director: Dennis E. Singleton | Management | For | For | |
| 1K. | Election of Director: A. William Stein | Management | For | For | |
| 2. | To ratify the selection of KPMG LLP as the Company's independent registered public accounting firm for the year ending December 31, 2021. | Management | Against | Against | |
| 3. | To approve, on a non-binding, advisory basis, the compensation of the Company's named executive officers, as more fully described in the accompanying Proxy Statement (say on pay). | Management | For | For | |
| EXTENDED STAY AMERICA, INC. | |||||
| Security | 30224P200 | Meeting Type | Special | ||
| Ticker Symbol | STAY | Meeting Date | 11-Jun-2021 | ||
| ISIN | US30224P2002 | Agenda | 935422345 - Management | ||
| Item | Proposal | Proposed by | Vote | For/Against Management | |
| 1. | To adopt the merger agreement and approve the mergers and the other transactions contemplated by the merger agreement. | Management | For | For | |
| 2. | To approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to the Company's named executive officers that is based on or otherwise relates to the mergers. | Management | For | For | |
| 3. | To approve, any adjournment of the meeting for the purpose of soliciting additional proxies. | Management | For | For | |
| EXTENDED STAY AMERICA, INC. | |||||
| Security | 30224P211 | Meeting Type | Special | ||
| Ticker Symbol | Meeting Date | 11-Jun-2021 | |||
| ISIN | Agenda | 935422357 - Management | |||
| Item | Proposal | Proposed by | Vote | For/Against Management | |
| 1. | Proposal to adopt the merger agreement and approve the mergers and the other transactions contemplated by the merger agreement. | Management | For | For | |
| 2. | Proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to Hospitality's named executive officers that is based on or otherwise relates to the mergers. | Management | For | For | |
| EXTENDED STAY AMERICA, INC. | |||||
| Security | 30224P200 | Meeting Type | Contested-Special | ||
| Ticker Symbol | STAY | Meeting Date | 11-Jun-2021 | ||
| ISIN | US30224P2002 | Agenda | 935435772 - Management | ||
| Item | Proposal | Proposed by | Vote | For/Against Management | |
| 1. | To adopt the merger agreement and approve the mergers and the other transactions contemplated by the merger agreement. | Management | For | For | |
| 2. | To approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to the Company's named executive officers that is based on or otherwise relates to the mergers. | Management | For | For | |
| 3. | To approve, any adjournment of the meeting for the purpose of soliciting additional proxies. | Management | For | For | |
| EXTENDED STAY AMERICA, INC. | |||||
| Security | 30224P200 | Meeting Type | Contested-Special | ||
| Ticker Symbol | STAY | Meeting Date | 11-Jun-2021 | ||
| ISIN | US30224P2002 | Agenda | 935435784 - Opposition | ||
| Item | Proposal | Proposed by | Vote | For/Against Management | |
| 1. | STAY's Merger Agreement Proposal | Management | |||
| 2. | STAY's Compensation Proposal | Management | |||
| 3. | STAY's Adjournment Proposal | Management | |||
| PRA HEALTH SCIENCES, INC. | |||||
| Security | 69354M108 | Meeting Type | Special | ||
| Ticker Symbol | PRAH | Meeting Date | 15-Jun-2021 | ||
| ISIN | US69354M1080 | Agenda | 935427650 - Management | ||
| Item | Proposal | Proposed by | Vote | For/Against Management | |
| 1. | To adopt the Agreement and Plan of Merger, dated as of February 24, 2021, by and among ICON plc ("ICON"), PRA Health Sciences, Inc. ("PRA"), ICON US Holdings Inc., a wholly owned subsidiary of ICON ("US HoldCo"), and Indigo Merger Sub, Inc., a wholly owned subsidiary of ICON and US HoldCo (such agreement, as it may be amended from time to time, the "merger agreement" and such proposal, the "PRA merger agreement proposal"). | Management | For | For | |
| 2. | To approve, on an advisory (non-binding) basis, the executive officer compensation that will or may be paid to PRA's named executive officers that is based on or otherwise relates to the transactions contemplated by the merger agreement (the "PRA compensation proposal"). | Management | For | For | |
| 3. | To approve the adjournment of the PRA stockholder meeting to solicit additional proxies if there are not sufficient votes at the time of the PRA stockholder meeting to approve the PRA merger agreement proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to PRA stockholders (the "PRA adjournment proposal"). | Management | For | For | |
| NUANCE COMMUNICATIONS, INC. | |||||
| Security | 67020Y100 | Meeting Type | Special | ||
| Ticker Symbol | NUAN | Meeting Date | 15-Jun-2021 | ||
| ISIN | US67020Y1001 | Agenda | 935445406 - Management | ||
| Item | Proposal | Proposed by | Vote | For/Against Management | |
| 1. | To adopt the Agreement and Plan of Merger, dated as of April 11, 2021, by and among Microsoft Corporation, Big Sky Merger Sub Inc. ("Sub") and Nuance Communications, Inc. (the "Company"), pursuant to which Sub will merge with and into the Company (the "Merger"). | Management | For | For | |
| 2. | To approve, by means of a non-binding, advisory vote, compensation that will or may become payable to the Company's named executive officers in connection with the Merger. | Management | For | For | |
| LUMINEX CORPORATION | |||||
| Security | 55027E102 | Meeting Type | Special | ||
| Ticker Symbol | LMNX | Meeting Date | 21-Jun-2021 | ||
| ISIN | US55027E1029 | Agenda | 935446193 - Management | ||
| Item | Proposal | Proposed by | Vote | For/Against Management | |
| 1. | To adopt the Agreement and Plan of Merger, dated as of April 11, 2021, as it may be amended, supplemented or modified from time to time, by and among Luminex Corporation, DiaSorin S.p.A., and Diagonal Subsidiary Inc. and approve the Merger. | Management | For | For | |
| 2. | To adjourn the Special Meeting, if necessary and for a minimum period of time reasonable under the circumstances, to ensure that any necessary supplement or amendment to the proxy statement is provided to the stockholders of Luminex Corporation a reasonable amount of time in advance of the Special Meeting, or to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the proposal to adopt the Merger Agreement and approve the Merger. | Management | For | For | |
| 3. | To approve, by non-binding, advisory vote, the compensation that will or may be paid or become payable to Luminex Corporation's named executive officers that is based on or otherwise relates to the Merger. | Management | Against | Against | |
| CARDTRONICS PLC | |||||
| Security | G1991C105 | Meeting Type | Annual | ||
| Ticker Symbol | CATM | Meeting Date | 30-Jun-2021 | ||
| ISIN | GB00BYT18414 | Agenda | 935458225 - Management | ||
| Item | Proposal | Proposed by | Vote | For/Against Management | |
| 1A. | Election of Class II Director to serve until the 2024 Annual General Meeting: Juli C. Spottiswood | Management | For | For | |
| 1B. | Election of Class II Director to serve until the 2024 Annual General Meeting: Edward H. West | Management | For | For | |
| 1C. | Election of Class II Director to serve until the 2024 Annual General Meeting: Rahul Gupta | Management | Against | Against | |
| 2. | To ratify, on an advisory basis, our Audit Committee's selection of KPMG LLP (U.S.) as our U.S. independent registered public accounting firm for the fiscal year ending December 31, 2021. | Management | Against | Against | |
| 3. | To re-appoint KPMG LLP (U.K.) as our U.K. statutory auditors under the U.K. Companies Act 2006, to hold office until the conclusion of the next annual general meeting of shareholders at which accounts are presented to our shareholders. | Management | For | For | |
| 4. | To authorize our Audit Committee to determine our U.K. statutory auditors' remuneration. | Management | For | For | |
| 5. | To approve, on an advisory basis, the compensation of the Named Executive Officers as disclosed in the proxy statement. | Management | Against | Against | |
| 6. | To approve, on an advisory basis, the Directors' Remuneration Report (other than the Directors' Remuneration Policy) for the fiscal year ended December 31, 2020. | Management | Against | Against | |
| 7. | To receive our U.K. Annual Reports and Accounts for the fiscal year ended December 31, 2020, together with the reports of the auditors therein. | Management | For | For | |
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 and Principal Executive Officer | |||
| Date | August 6, 2021 | ||
| * | Print the name and title of each signing officer under his or her signature. |