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, 2021 - June 30, 2022
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 (17 CFR 239.24 and 274.5) to file reports with the Commission, not later than August 31 of each year, containing the registrant's proxy voting record for the most recent twelve-month period ended June 30, pursuant to section 30 of the Investment Company Act of 1940 and rule 30b1-4 thereunder (17 CFR 270.30b1-4). The Commission may use the information provided on Form N-PX in its regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-PX, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-PX unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.
ITEM 1. PROXY VOTING RECORD.
| Form N-PX | Proxy Voting Records |
| Fund Name: | AXS Merger Fund |
| Reporting Period: | 07/1/2021 to 6/30/2022 |
| Investment Company Report |
| W.R. GRACE & CO. | |||||||||||||||
| Security | 38388F108 | Meeting Type | Annual | ||||||||||||
| Ticker Symbol | GRA | Meeting Date | 07-Jul-2021 | ||||||||||||
| ISIN | US38388F1084 | Agenda | 935445228 - Management | ||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||
| 1.1 | Election of Class I Director (Term expiring 2024): Hudson La Force | Management | For | For | For | ||||||||||
| 1.2 | Election of Class I Director (Term expiring 2024): Mark E. Tomkins | Management | Against | For | Against | ||||||||||
| 2. | Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2021. | Management | Against | For | Against | ||||||||||
| 3. | Advisory vote to approve the compensation of Grace's named executive officers, as described in our proxy materials. | Management | Against | For | Against | ||||||||||
| 4. | Advisory vote on the frequency of the advisory vote to approve named executive officer compensation. | Management | 1 Year | 1 Year | For | ||||||||||
| ORBCOMM INC. | |||||||||||||||
| Security | 68555P100 | Meeting Type | Special | ||||||||||||
| Ticker Symbol | ORBC | Meeting Date | 08-Jul-2021 | ||||||||||||
| ISIN | US68555P1003 | Agenda | 935455255 - Management | ||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||
| 1. | To adopt the Agreement and Plan of Merger, dated as of April 7, 2021, by and among ORBCOMM Inc., GI DI Orion Acquisition Inc, a Delaware corporation, and GI DI Orion Merger Sub Inc, as the same may be amended (the "Merger Proposal"). | Management | For | For | For | ||||||||||
| 2. | To approve the compensation proposal of ORBCOMM Inc.'s named executive officers on an advisory (non-binding) basis (the "Compensation Proposal"). | Management | For | 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 Merger Proposal or in the absence of a quorum. | Management | For | For | For | ||||||||||
| KNOLL, INC. | |||||||||||||||
| Security | 498904200 | Meeting Type | Special | ||||||||||||
| Ticker Symbol | KNL | Meeting Date | 13-Jul-2021 | ||||||||||||
| ISIN | US4989042001 | Agenda | 935463466 - Management | ||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||
| 1. | To adopt the Agreement and Plan of Merger, dated as of April 19, 2021 (which, as it may be amended from time to time, we refer to as the "merger agreement"), among Herman Miller, Inc., Heat Merger Sub, Inc. and Knoll, Inc. (which we refer to as the "Knoll merger proposal"). | Management | For | For | For | ||||||||||
| 2. | To approve, by a non-binding advisory vote, certain compensation that may be paid or become payable to Knoll's named executive officers that is based on or otherwise relates to the merger contemplated by the merger agreement | Management | For | For | For | ||||||||||
| 3. | To adjourn the Knoll special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes at the time of the Knoll special meeting to approve the Knoll merger proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/prospectus is timely provided to Knoll stockholders. | Management | For | For | For | ||||||||||
| BROOKFIELD PROPERTY PARTNERS L.P. | |||||||||||||||
| Security | G16249107 | Meeting Type | Special | ||||||||||||
| Ticker Symbol | BPY | Meeting Date | 16-Jul-2021 | ||||||||||||
| ISIN | BMG162491077 | Agenda | 935463404 - Management | ||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||
| 1 | To consider, pursuant to an interim order of the Ontario Superior Court of Justice (Commercial List) dated June 7, 2021, as the same may be varied (the "Interim Order"), and, if deemed advisable, approve, with or without variation, a resolution of holders (the "BPY Unitholders") of limited partnership units (the "BPY Units") of Brookfield Property Partners L.P. ("BPY"), the full text of which is attached as Appendix C to the accompanying circular/prospectus (the "Document"), to approve an arrangement (the "Arrangement") pursuant to section 182 of the Business Corporations Act (Ontario) as amended, being made pursuant to an Arrangement Agreement dated March 31, 2021, by and among Brookfield Asset Management Inc. ("BAM"), as more particularly described in the information circular. | Management | For | For | For | ||||||||||
| 2 | To consider and, if deemed advisable, approve, with or without variation, a resolution of BPY Unitholders to amend (the "BPY LPA Amendment" and together with the Arrangement and the transactions contemplated by the BPY LPA Amendment and the Arrangement, the "Transaction") the second amended and restated limited partnership agreement dated August 8, 2013, as amended, of BPY to provide for the Arrangement and the grant of dissent rights to registered BPY Unitholders in connection with the Transaction, the full text of which is attached as Appendix C to the Document. | Management | For | For | For | ||||||||||
| PROOFPOINT, INC. | |||||||||||||||
| Security | 743424103 | Meeting Type | Special | ||||||||||||
| Ticker Symbol | PFPT | Meeting Date | 23-Jul-2021 | ||||||||||||
| ISIN | US7434241037 | Agenda | 935464038 - Management | ||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||
| 1. | To adopt the Agreement and Plan of Merger, dated as of April 25, 2021 (the "Merger Agreement"), by and among Proofpoint, Inc. ("Proofpoint"), Proofpoint Parent, LLC (f/k/a Project Kafka Parent, LLC) and Project Kafka Merger Sub, Inc., a wholly owned subsidiary of Parent. | Management | For | For | For | ||||||||||
| 2. | To approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to Proofpoint's named executive officers that is based on or otherwise related to the Merger Agreement and the transactions contemplated by the Merger Agreement. | Management | Against | For | Against | ||||||||||
| 3. | To adjourn the special meeting, 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 | For | ||||||||||
| DOMTAR CORPORATION | |||||||||||||||
| Security | 257559203 | Meeting Type | Special | ||||||||||||
| Ticker Symbol | UFS | Meeting Date | 29-Jul-2021 | ||||||||||||
| ISIN | US2575592033 | Agenda | 935470029 - Management | ||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||
| 1. | Approve the Agreement and Plan of Merger, dated as of May 10, 2021, (as it may be further amended, modified or supplemented from time to time, the "merger agreement"), by and among Domtar Corporation ("Company"), Karta Halten B. V., ("Parent"), Pearl Merger Sub Inc. ("Merger Sub"), Paper Excellence B.V., ("PE"), and Hervey Investments B.V., ("HI" and, together with Parent and PE, the "Parent Parties" ), pursuant to which Merger Sub will be merged with and into the Company (the "merger"), with the Company surviving as a wholly owned subsidiary of Parent. | Management | For | For | For | ||||||||||
| 2. | 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. | Management | For | For | For | ||||||||||
| 3. | Approve a proposal 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 adopt the merger agreement if there are insufficient votes at the time of the special meeting to adopt the merger agreement. | Management | For | For | For | ||||||||||
| XILINX, INC. | |||||||||||||||
| Security | 983919101 | Meeting Type | Annual | ||||||||||||
| Ticker Symbol | XLNX | Meeting Date | 04-Aug-2021 | ||||||||||||
| ISIN | US9839191015 | Agenda | 935463860 - Management | ||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||
| 1.1 | Election of Director: Dennis Segers | Management | For | For | For | ||||||||||
| 1.2 | Election of Director: Raman K. Chitkara | Management | For | For | For | ||||||||||
| 1.3 | Election of Director: Saar Gillai | Management | For | For | For | ||||||||||
| 1.4 | Election of Director: Ronald S. Jankov | Management | For | For | For | ||||||||||
| 1.5 | Election of Director: Mary Louise Krakauer | Management | For | For | For | ||||||||||
| 1.6 | Election of Director: Thomas H. Lee | Management | For | For | For | ||||||||||
| 1.7 | Election of Director: Jon A. Olson | Management | For | For | For | ||||||||||
| 1.8 | Election of Director: Victor Peng | Management | For | For | For | ||||||||||
| 1.9 | Election of Director: Elizabeth W. Vanderslice | Management | For | For | For | ||||||||||
| 2. | Proposal to approve, on an advisory basis, the compensation of the Company's named executive officers. | Management | For | For | For | ||||||||||
| 3. | Proposal to ratify the appointment of Ernst & Young LLP as the Company's independent registered accounting firm for fiscal 2022. | Management | Against | For | Against | ||||||||||
| GREAT CANADIAN GAMING CORPORATION | |||||||||||||||
| Security | 389914102 | Meeting Type | Annual and Special Meeting | ||||||||||||
| Ticker Symbol | GCGMF | Meeting Date | 04-Aug-2021 | ||||||||||||
| ISIN | CA3899141020 | Agenda | 935469139 - Management | ||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||
| 1 | To fix the number of Directors at five (5). | Management | For | For | For | ||||||||||
| 2 | DIRECTOR | Management | |||||||||||||
| 1 | Peter G. Meredith | Withheld | For | Against | |||||||||||
| 2 | Mark A. Davis | For | For | For | |||||||||||
| 3 | Elizabeth L. DelBianco | For | For | For | |||||||||||
| 4 | Thomas W. Gaffney | Withheld | For | Against | |||||||||||
| 5 | Karen A. Keilty | For | For | For | |||||||||||
| 3 | To re-appoint Deloitte LLP, as the Company's Auditor to serve until the close of the next annual meeting of shareholders, at a remuneration to be fixed by the directors. | Management | For | For | For | ||||||||||
| 4 | To consider and approve a non-binding advisory ordinary resolution on the Company's approach to Executive Compensation (Say on Pay), as described in the Company's Information Circular. | Management | Against | For | Against | ||||||||||
| 5 | By ordinary resolution to ratify, confirm and approve the Company's 2007 Share Option Plan and approve for grant, all currently available and unallocated options issuable under the Company's 2007 Share Option Plan, as described in the Company's Information Circular. | Management | Against | For | Against | ||||||||||
| CADENCE BANCORPORATION | |||||||||||||||
| Security | 12739A100 | Meeting Type | Special | ||||||||||||
| Ticker Symbol | CADE | Meeting Date | 09-Aug-2021 | ||||||||||||
| ISIN | US12739A1007 | Agenda | 935473962 - Management | ||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||
| 1. | Adoption of the Agreement and Plan of Merger, dated as of April 12, 2021 and amended as of May 27, 2021, by and between Cadence Bancorporation ("Cadence") and BancorpSouth Bank (the "merger proposal"). | Management | For | For | For | ||||||||||
| 2. | Approval, on an advisory (non-binding) basis, of the merger- related compensation payments that will or may be paid by Cadence to its named executive officers in connection with the merger. | Management | For | For | For | ||||||||||
| 3. | Adjournment of the Cadence special meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment, there are not sufficient votes to approve the merger proposal or to ensure that any supplement or amendment to the accompanying joint proxy statement/ offering circular is timely provided to holders of Cadence common stock. | Management | For | For | For | ||||||||||
| VEREIT, INC. | |||||||||||||||
| Security | 92339V308 | Meeting Type | Special | ||||||||||||
| Ticker Symbol | VER | Meeting Date | 12-Aug-2021 | ||||||||||||
| ISIN | US92339V3087 | Agenda | 935473986 - Management | ||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||
| 1. | A proposal to approve the merger of VEREIT, Inc. ("VEREIT") with and into Rams MD Subsidiary I, Inc. ("Merger Sub 1"), with Merger Sub 1 continuing its existence as a wholly owned subsidiary of Realty Income Corporation ("Realty Income"), on the terms and subject to the conditions of the Agreement and Plan of Merger, dated as of April 29, 2021 (as amended from time to time, the "Merger Agreement"), by and among VEREIT, VEREIT Operating Partnership, L.P., Realty Income, Merger Sub 1 and Rams Acquisition Sub II, LLC (the "VEREIT Merger Proposal"). | Management | For | For | For | ||||||||||
| 2. | A proposal to approve, by advisory (non- binding) vote, the compensation that may be paid or become payable to the named executive officers of VEREIT in connection with the merger of VEREIT with and into Merger Sub 1. | Management | For | For | For | ||||||||||
| 3. | A proposal to approve the adjournment of the VEREIT Special Meeting, if necessary or appropriate, to solicit additional proxies in favor of the VEREIT Merger Proposal, if there are insufficient votes at the time of such adjournment to approve such proposal. | Management | For | For | For | ||||||||||
| CLOUDERA, INC. | |||||||||||||||
| Security | 18914U100 | Meeting Type | Special | ||||||||||||
| Ticker Symbol | CLDR | Meeting Date | 25-Aug-2021 | ||||||||||||
| ISIN | US18914U1007 | Agenda | 935477263 - Management | ||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||
| 1. | To approve the adoption of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 1, 2021, by and among Sky Parent Inc., Project Sky Merger Sub Inc., and Cloudera, Inc. ("Cloudera"). | Management | For | For | For | ||||||||||
| 2. | To approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to Cloudera's named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement. | Management | Against | For | Against | ||||||||||
| 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 | For | ||||||||||
| QTS REALTY TRUST, INC. | |||||||||||||||
| Security | 74736A103 | Meeting Type | Special | ||||||||||||
| Ticker Symbol | QTS | Meeting Date | 26-Aug-2021 | ||||||||||||
| ISIN | US74736A1034 | Agenda | 935477403 - Management | ||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||
| 1. | To approve the merger of QTS Realty Trust, Inc. with and into Volt Lower Holdings LLC (the "Merger") pursuant to the terms of the Agreement and Plan of Merger, dated as of June 7, 2021, as it may be amended from time to time, among QTS Realty Trust, Inc., QualityTech, LP, Volt Upper Holdings LLC, Volt Lower Holdings LLC, and Volt Acquisition LP (the "Merger Agreement"), and the other transactions contemplated by the Merger Agreement as more particularly described in the Proxy Statement. | Management | For | For | For | ||||||||||
| 2. | To approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to our named executive officers that is based on or otherwise relates to the Merger as more particularly described in the Proxy Statement. | Management | Against | For | Against | ||||||||||
| 3. | To approve any adjournment of the Special Meeting for the purpose of soliciting additional proxies if there are not sufficient votes at the Special Meeting to approve the Merger and the other transactions contemplated by the Merger Agreement as more particularly described in the Proxy Statement. | Management | For | For | For | ||||||||||
| ATHENE HOLDING LTD. | |||||||||||||||
| Security | G0684D107 | Meeting Type | Annual | ||||||||||||
| Ticker Symbol | ATH | Meeting Date | 31-Aug-2021 | ||||||||||||
| ISIN | BMG0684D1074 | Agenda | 935475839 - Management | ||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||
| 1.1 | Election of Class III Director: Marc Beilinson | Management | Against | For | Against | ||||||||||
| 1.2 | Election of Class III Director: Robert Borden | Management | Against | For | Against | ||||||||||
| 1.3 | Election of Class III Director: Mitra Hormozi | Management | Against | For | Against | ||||||||||
| 1.4 | Election of Class III Director: Carl McCall | Management | For | For | For | ||||||||||
| 1.5 | Election of Class III Director: Manfred Puffer | Management | For | For | For | ||||||||||
| 1.6 | Election of Class III Director: Lynn Swann | Management | For | For | For | ||||||||||
| 2. | To appoint PricewaterhouseCoopers LLP ("PwC"), an independent registered accounting firm, as the Company's independent auditor to serve until the close of the Company's next annual general meeting in 2022. | Management | For | For | For | ||||||||||
| 3. | To refer the determination of the remuneration of PwC to the audit committee of the board of directors of the Company. | Management | For | For | For | ||||||||||
| 4. | To vote on a non-binding advisory resolution to approve the compensation paid to the Company's named executive officers. | Management | Against | For | Against | ||||||||||
| KANSAS CITY SOUTHERN | |||||||||||||||
| Security | 485170302 | Meeting Type | Contested-Special | ||||||||||||
| Ticker Symbol | KSU | Meeting Date | 16-Sep-2021 | ||||||||||||
| ISIN | US4851703029 | Agenda | 935473037 - Management | ||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||
| 1. | To adopt the Agreement and Plan of Merger, dated as of May 21, 2021 (as it may be amended from time to time, the "merger agreement") by and among Kansas City Southern ("KCS"), Canadian National Railway Company ("CN") and Brooklyn Merger Sub, Inc., a wholly owned subsidiary of CN (the "merger proposal"). | Management | For | For | For | ||||||||||
| 2. | To approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to KCS's named executive officers that is based on or otherwise relates to the transactions contemplated by the merger agreement. | Management | Against | For | Against | ||||||||||
| 3. | To approve the adjournment of the KCS special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes at the time of the KCS special meeting to approve the merger proposal or to ensure that any supplement or amendment to this proxy statement/prospectus is timely provided to KCS shareholders. | Management | For | For | For | ||||||||||
| KANSAS CITY SOUTHERN | |||||||||||||||
| Security | 485170302 | Meeting Type | Contested-Special | ||||||||||||
| Ticker Symbol | KSU | Meeting Date | 16-Sep-2021 | ||||||||||||
| ISIN | US4851703029 | Agenda | 935482961 - Opposition | ||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||
| 1. | The proposal to adopt the Agreement and Plan of Merger, dated as of May 21, 2021 (as may be further amended from time to time, the "CN Merger Agreement"), by and among Canadian National Railway Company, a Canadian corporation ("CN"), Brooklyn Merger Sub, Inc. ("Merger Sub"), a Delaware corporation and a direct wholly owned subsidiary of CN, and KCS (such proposal, the "Merger Proposal"). | Management | Against | ||||||||||||
| 2. | The proposal to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to KCS's named executive officers that is based on or otherwise relates to the transactions contemplated by the CN Merger Agreement (the "Compensation Proposal"). | Management | None | ||||||||||||
| 3. | The proposal to adjourn the Special Meeting to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve the Merger Proposal or to ensure that any supplement or amendment to the proxy statement/prospectus filed by KCS and CN with the United States Securities and Exchange Commission (the "SEC") on July 7, 2021 (the "CN Merger Proxy Statement") is timely provided to KCS stockholders (the "Adjournment Proposal"). | Management | For | ||||||||||||
| W.R. GRACE & CO. | |||||||||||||||
| Security | 38388F108 | Meeting Type | Special | ||||||||||||
| Ticker Symbol | GRA | Meeting Date | 17-Sep-2021 | ||||||||||||
| ISIN | US38388F1084 | Agenda | 935485929 - Management | ||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||
| 1. | To adopt the Agreement and Plan of Merger, dated as of April 26, 2021 (as it may be amended from time to time, the "Merger Agreement"), by and among W. R. Grace Holdings LLC, a Delaware limited liability company (formerly known as Gibraltar Acquisition Holdings LLC) ("Parent"), Gibraltar Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and W. R. Grace & Co., a Delaware corporation ("Grace"). | Management | For | For | For | ||||||||||
| 2. | To approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to Grace's named executive officers that is based on or otherwise related to the Merger Agreement and the transactions contemplated by the Merger Agreement (the "Compensation Proposal"). | Management | Against | For | Against | ||||||||||
| 3. | To adjourn the special meeting of stockholders of Grace (the "Special Meeting"), if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the proposal to adopt the Merger Agreement at the time of the Special Meeting (the "Adjournment Proposal"). | Management | For | For | For | ||||||||||
| COVANTA HOLDING CORPORATION | |||||||||||||||
| Security | 22282E102 | Meeting Type | Special | ||||||||||||
| Ticker Symbol | CVA | Meeting Date | 12-Oct-2021 | ||||||||||||
| ISIN | US22282E1029 | Agenda | 935493510 - Management | ||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||
| 1. | To adopt the Agreement and Plan of Merger, dated as of July 14, 2021 (as it may be amended, modified or supplemented from time to time, the "merger agreement"), by and among the Company, Covert Intermediate, Inc. and Covert Mergeco, Inc. | Management | For | For | For | ||||||||||
| 2. | To approve, by a non-binding advisory vote, the compensation that will be paid or become payable to the Company's named executive officers that is based on or otherwise relates to the merger. | Management | Against | For | 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 adopt the merger agreement if there are insufficient votes at the time of the special meeting to adopt the merger agreement. | Management | For | For | For | ||||||||||
| CORNERSTONE ONDEMAND, INC. | |||||||||||||||
| Security | 21925Y103 | Meeting Type | Special | ||||||||||||
| Ticker Symbol | CSOD | Meeting Date | 12-Oct-2021 | ||||||||||||
| ISIN | US21925Y1038 | Agenda | 935496085 - Management | ||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||
| 1. | To adopt the Agreement and Plan of Merger, dated August 5, 2021 (such agreement, as it may be amended, modified or supplemented from time to time, the "Merger Agreement"), by and among Cornerstone OnDemand, Inc. ("Cornerstone"), Sunshine Software Holdings, Inc., and Sunshine Software Merger Sub, Inc. | Management | For | For | For | ||||||||||
| 2. | To approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to Cornerstone's named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement. | Management | Against | For | Against | ||||||||||
| 3. | To approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, including to solicit additional proxies to approve the proposal to adopt the Merger Agreement if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting. | Management | For | For | For | ||||||||||
| MEDALLIA, INC. | |||||||||||||||
| Security | 584021109 | Meeting Type | Special | ||||||||||||
| Ticker Symbol | MDLA | Meeting Date | 14-Oct-2021 | ||||||||||||
| ISIN | US5840211099 | Agenda | 935497126 - Management | ||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||
| 1. | To adopt the Agreement and Plan of Merger (as it may be amended from time to time), dated July 25, 2021, between Project Metal Parent, LLC, Project Metal Merger Sub, Inc. and Medallia. | Management | For | For | For | ||||||||||
| 2. | To approve, on a non-binding, advisory basis, the compensation that will or may become payable by Medallia to its named executive officers in connection with the merger. | Management | Against | For | Against | ||||||||||
| 3. | To approve any proposal to adjourn 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. | Management | For | For | For | ||||||||||
| ATLANTIC CAPITAL BANCSHARES, INC. | |||||||||||||||
| Security | 048269203 | Meeting Type | Special | ||||||||||||
| Ticker Symbol | ACBI | Meeting Date | 16-Nov-2021 | ||||||||||||
| ISIN | US0482692037 | Agenda | 935510239 - Management | ||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||
| 1. | A proposal to approve the Agreement and Plan of Merger, dated as of July 22, 2021, by and between Atlantic Capital Bancshares Inc. and SouthState Corporation, which provides for the merger of Atlantic Capital Bancshares, Inc. with and into SouthState Corporation with SouthState Corporation as the surviving company, and the transactions contemplated by the Agreement and Plan of Merger. | Management | For | For | For | ||||||||||
| 2. | A proposal to approve, on an advisory (non- binding) basis, the merger-related named executive officer compensation that will or may be paid to Atlantic Capital's named executive officers in connection with the merger. | Management | Against | For | Against | ||||||||||
| 3. | A proposal to adjourn or postpone the special meeting, if necessary or appropriate, to solicit additional proxies if, immediately prior to such adjournment or postponement, there are not sufficient votes to approve the Merger Proposal or to ensure that any supplement or amendment to the accompanying proxy statement/prospectus is timely provided to holders of Atlantic Capital common stock. | Management | For | For | For | ||||||||||
| TEEKAY LNG PARTNERS L.P. | |||||||||||||||
| Security | Y8564M105 | Meeting Type | Special | ||||||||||||
| Ticker Symbol | TGP | Meeting Date | 01-Dec-2021 | ||||||||||||
| ISIN | MHY8564M1057 | Agenda | 935516902 - Management | ||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||
| 1. | The approval of the Merger Agreement and the Merger. | Management | For | For | For | ||||||||||
| 2. | The adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Merger Agreement and the Merger at the time of the Special Meeting. | Management | For | For | For | ||||||||||
| COLUMBIA PROPERTY TRUST, INC | |||||||||||||||
| Security | 198287203 | Meeting Type | Special | ||||||||||||
| Ticker Symbol | CXP | Meeting Date | 02-Dec-2021 | ||||||||||||
| ISIN | US1982872038 | Agenda | 935514085 - Management | ||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||
| 1. | To consider and vote on a proposal to approve the merger (the "merger") of Panther Merger Parent, Inc. ("Parent") with and into Columbia Property Trust, Inc. ("Columbia") pursuant to the Agreement and Plan of Merger, dated as of September 7, 2021 and as it may be amended from time to time, among Columbia, Columbia Property Trust Operating Partnership, L.P., Parent and Panther Merger Sub, LLC. | Management | For | For | For | ||||||||||
| 2. | To consider and vote on a proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to our named executive officers that is based on or otherwise relates to the merger. | Management | Against | For | Against | ||||||||||
| 3. | To consider and vote on a proposal to approve any adjournment of the special meeting for the purpose of soliciting additional proxies if there are not sufficient votes at the special meeting to approve the merger. | Management | For | For | For | ||||||||||
| KRATON CORPORATION | |||||||||||||||
| Security | 50077C106 | Meeting Type | Special | ||||||||||||
| Ticker Symbol | KRA | Meeting Date | 09-Dec-2021 | ||||||||||||
| ISIN | US50077C1062 | Agenda | 935519035 - Management | ||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||
| 1. | Merger Proposal: To approve and adopt the Agreement and Plan of Merger, dated as of September 27, 2021 (as it may be amended from time to time, the "Merger Agreement"), by and between DL Chemical Co., Ltd. ("Parent"), DLC US Holdings, Inc., DLC US, Inc. ("Merger Subsidiary") and Kraton, under which Merger Subsidiary will merge with and into Kraton with Kraton surviving the merger as an indirect, wholly-owned, subsidiary of Parent (the "Merger"). | Management | For | For | For | ||||||||||
| 2. | Advisory Compensation Proposal: To approve, by a non-binding, advisory vote, the compensation arrangements that will or may become payable to Kraton's named executive officers in connection with the Merger. | Management | Against | For | Against | ||||||||||
| 3. | Adjournment Proposal: To approve the adjournment of the Special Meeting from time to time, if necessary or appropriate, including to solicit additional proxies to vote in favor of the proposal to adopt the Merger Agreement, in the event that there are insufficient votes at the time of the Special Meeting to establish a quorum or adopt the Merger Agreement. | Management | For | For | For | ||||||||||
| KANSAS CITY SOUTHERN | |||||||||||||||
| Security | 485170302 | Meeting Type | Special | ||||||||||||
| Ticker Symbol | KSU | Meeting Date | 10-Dec-2021 | ||||||||||||
| ISIN | US4851703029 | Agenda | 935517726 - Management | ||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||
| 1. | To adopt the Agreement and Plan of Merger, dated as of September 15, 2021 (as it may be amended from time to time, the "merger agreement") by and among Kansas City Southern ("KCS"), Canadian Pacific Railway Limited ("CPRL"), Cygnus Merger Sub 1 Corporation, a wholly owned subsidiary of CPRL, and Cygnus Merger Sub 2 Corporation, a wholly owned subsidiary of Cygnus Merger Sub 1 Corporation (the "merger proposal"). | Management | For | For | For | ||||||||||
| 2. | To approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to KCS's named executive officers that is based on or otherwise relates to the transactions contemplated by the merger agreement. | Management | Against | For | Against | ||||||||||
| 3. | To approve the adjournment of the KCS special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes at the time of the KCS special meeting to approve the merger proposal or to ensure that any supplement or amendment to the proxy statement/prospectus is timely provided to KCS stockholders. | Management | For | For | For | ||||||||||
| PEOPLE'S UNITED FINANCIAL, INC. | |||||||||||||||
| Security | 712704105 | Meeting Type | Annual | ||||||||||||
| Ticker Symbol | PBCT | Meeting Date | 16-Dec-2021 | ||||||||||||
| ISIN | US7127041058 | Agenda | 935524567 - Management | ||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||
| 1A. | Election of Director: John P. Barnes | Management | Against | For | Against | ||||||||||
| 1B. | Election of Director: Collin P. Baron | Management | For | For | For | ||||||||||
| 1C. | Election of Director: George P. Carter | Management | Against | For | Against | ||||||||||
| 1D. | Election of Director: Jane Chwick | Management | For | For | For | ||||||||||
| 1E. | Election of Director: William F. Cruger, Jr. | Management | For | For | For | ||||||||||
| 1F. | Election of Director: John K. Dwight | Management | Against | For | Against | ||||||||||
| 1G. | Election of Director: Jerry Franklin | Management | Against | For | Against | ||||||||||
| 1H. | Election of Director: Janet M. Hansen | Management | Against | For | Against | ||||||||||
| 1I. | Election of Director: Nancy McAllister | Management | For | For | For | ||||||||||
| 1J. | Election of Director: Mark W. Richards | Management | Against | For | Against | ||||||||||
| 1K. | Election of Director: Kirk W. Walters | Management | For | For | For | ||||||||||
| �� | 2. | Approve the advisory (non-binding) resolution relating to the compensation of the named executive officers as disclosed in the proxy statement. | Management | Against | For | Against | |||||||||
| 3. | Ratify KPMG LLP as our independent registered public accounting firm for 2021. | Management | Against | For | Against | ||||||||||
| ATHENE HOLDING LTD. | |||||||||||||||
| Security | G0684D107 | Meeting Type | Special | ||||||||||||
| Ticker Symbol | ATH | Meeting Date | 21-Dec-2021 | ||||||||||||
| ISIN | BMG0684D1074 | Agenda | 935519047 - Management | ||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||
| 1. | To approve the merger of AHL and Blue Merger Sub, Ltd. and the Agreement and Plan of Merger, by and among Apollo Global Management, Inc., AHL, Tango Holdings, Inc., Blue Merger Sub, Ltd. and Green Merger Sub, Inc. (which, as it may be amended from time to time, we refer to as the "merger agreement"), and the statutory merger agreement required by Section 105 of the Companies Act, 1981 (as amended) of Bermuda, which proposal is referred to as the "AHL merger agreement proposal." | Management | For | For | For | ||||||||||
| 2. | To approve the adjournment of the AHL special general meeting to solicit additional proxies if there are not sufficient votes at the time of the AHL special general meeting to approve the AHL merger agreement proposal or to ensure that any supplement or amendment to the joint proxy statement/prospectus is timely provided to holders of AHL Common Shares and AHL Preferred Shares, which is referred to as the "AHL adjournment proposal." | Management | For | For | For | ||||||||||
| 3. | To approve, on a non-binding advisory basis, certain compensation that may be paid or become payable to AHL's named executive officers, pursuant to arrangements with AHL, that is based on or otherwise relates to the transactions contemplated by the merger agreement, which proposal is referred to as the "AHL non-binding compensation advisory proposal." | Management | Against | For | Against | ||||||||||
| CASPER SLEEP INC. | |||||||||||||||
| Security | 147626105 | Meeting Type | Special | ||||||||||||
| Ticker Symbol | CSPR | Meeting Date | 19-Jan-2022 | ||||||||||||
| ISIN | US1476261052 | Agenda | 935536497 - Management | ||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||
| 1. | To approve and adopt the Agreement and Plan of Merger, dated as of November 14, 2021 (the "Merger Agreement"), by and among Marlin Parent, Inc., Marlin Merger Sub, Inc., and Casper Sleep Inc. | Management | For | 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 | For | ||||||||||
| CYRUSONE INC. | |||||||||||||||
| Security | 23283R100 | Meeting Type | Special | ||||||||||||
| Ticker Symbol | CONE | Meeting Date | 01-Feb-2022 | ||||||||||||
| ISIN | US23283R1005 | Agenda | 935540890 - Management | ||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||
| 1. | To approve the merger (the "merger") of Cavalry Merger Sub LLC, a wholly owned subsidiary of Parent ("Merger Sub"), with and into CyrusOne Inc. (the "Company"), with the Company surviving the merger, in accordance with the terms of the Agreement and Plan of Merger, dated as of November 14, 2021 (the "merger agreement"), by and among Cavalry Parent L.P. ("Parent"), Merger Sub and the Company, the merger agreement and the other transactions contemplated by the merger agreement. | Management | For | For | For | ||||||||||
| 2. | To approve, by advisory (non-binding) vote, the compensation that may be paid or become payable to the Company's named executive officers in connection with the consummation of the merger. | Management | For | For | For | ||||||||||
| 3. | To approve any adjournment of the special meeting for the purpose of soliciting additional proxies if there are insufficient votes at the special meeting to approve Proposal 1. | Management | For | For | For | ||||||||||
| ARENA PHARMACEUTICALS, INC. | |||||||||||||||
| Security | 040047607 | Meeting Type | Special | ||||||||||||
| Ticker Symbol | ARNA | Meeting Date | 02-Feb-2022 | ||||||||||||
| ISIN | US0400476075 | Agenda | 935540888 - Management | ||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||
| 1. | To adopt the Agreement and Plan of Merger, dated December 12, 2021 (the "Merger Agreement"), by and among Arena Pharmaceuticals, Inc. ("Arena"), Pfizer Inc., and Antioch Merger Sub, Inc. | Management | For | For | For | ||||||||||
| 2. | To approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to Arena'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 | 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 adopt the Merger Agreement at the time of the Special Meeting. | Management | For | For | For | ||||||||||
| VONAGE HOLDINGS CORP. | |||||||||||||||
| Security | 92886T201 | Meeting Type | Special | ||||||||||||
| Ticker Symbol | VG | Meeting Date | 09-Feb-2022 | ||||||||||||
| ISIN | US92886T2015 | Agenda | 935542464 - Management | ||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||
| 1. | To adopt the Agreement and Plan of Merger, dated as of November 22, 2021 (the "Merger Agreement"), by and among Vonage Holdings Corp., Telefonaktiebolaget LM Ericsson (publ), and Ericsson Muon Holding Inc. | Management | For | For | For | ||||||||||
| 2. | To approve, by a non-binding advisory vote, the compensation that may be paid or become payable to Vonage Holdings Corp.'s named executive officers that is based on or otherwise relates to the merger contemplated by the Merger Agreement. | Management | Against | For | Against | ||||||||||
| 3. | To approve the adjournment of the special meeting of stockholders (the "Special Meeting") to a later date or time if necessary or appropriate, including to solicit additional proxies in favor of proposal 1 if there are insufficient votes at the time of the Special Meeting to adopt the Merger Agreement. | Management | For | For | For | ||||||||||
| PAE INCORPORATED | |||||||||||||||
| Security | 69290Y109 | Meeting Type | Special | ||||||||||||
| Ticker Symbol | PAE | Meeting Date | 10-Feb-2022 | ||||||||||||
| ISIN | US69290Y1091 | Agenda | 935542515 - Management | ||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||
| 1. | To approve and adopt the Agreement and Plan of Merger, (as may be amended or modified from time to time, "merger agreement"), among Amentum Government Services Holdings LLC, a Delaware LLC (which we refer to as "Parent"), Pinnacle Virginia Merger Sub Inc., a Delaware corp. (which we refer to as "Merger Sub"), which is a wholly owned indirect subsidiary of Parent, and PAE, pursuant to which Merger Sub will be merged with and into PAE, with PAE continuing as surviving corp. in merger & a wholly owned indirect subsidiary of Parent. which we refer to as merger | Management | For | For | For | ||||||||||
| 2. | To approve specified compensation that will or may become payable to PAE's named executive officers in connection with the merger. | Management | For | For | For | ||||||||||
| 3. | To adjourn the special meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the special meeting to approve and adopt the merger agreement. | Management | For | For | For | ||||||||||
| TRISTATE CAPITAL HOLDINGS, INC. | |||||||||||||||
| Security | 89678F100 | Meeting Type | Special | ||||||||||||
| Ticker Symbol | TSC | Meeting Date | 28-Feb-2022 | ||||||||||||
| ISIN | US89678F1003 | Agenda | 935546789 - Management | ||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||
| 1. | To approve and adopt the Agreement and Plan of Merger, by and among Raymond James Financial, Inc. ("Raymond James"), Macaroon One LLC ("Merger Sub 1"), Macaroon Two LLC ("Merger Sub 2" and, together with Merger Sub 1, "Merger Subs") and TriState Capital, as such agreement may be amended from time to time, Merger Sub 1 will merge with and into TriState Capital, TriState Capital will merge with and into Merger Sub 2, with Merger Sub 2 continuing as surviving entity in such merger, a copy of which is attached as Annex A & as more in proxy statement/pros ("merger proposal") | Management | For | For | For | ||||||||||
| 2. | To approve one or more adjournments of the special meeting, if necessary or appropriate, including adjournments to permit further solicitation of proxies in favor of the merger proposal (the "adjournment proposal"). | Management | For | For | For | ||||||||||
| NUANCE COMMUNICATIONS, INC. | |||||||||||||||
| Security | 67020Y100 | Meeting Type | Annual | ||||||||||||
| Ticker Symbol | NUAN | Meeting Date | 01-Mar-2022 | ||||||||||||
| ISIN | US67020Y1001 | Agenda | 935542692 - Management | ||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||
| 1. | DIRECTOR | Management | |||||||||||||
| 1 | Mark Benjamin | For | For | For | |||||||||||
| 2 | Daniel Brennan | For | For | For | |||||||||||
| 3 | Lloyd Carney | Withheld | For | Against | |||||||||||
| 4 | Thomas Ebling | For | For | For | |||||||||||
| 5 | Robert Finocchio | For | For | For | |||||||||||
| 6 | Laura Kaiser | For | For | For | |||||||||||
| 7 | Michal Katz | For | For | For | |||||||||||
| 8 | Mark Laret | Withheld | For | Against | |||||||||||
| 9 | Sanjay Vaswani | For | For | For | |||||||||||
| 2. | To approve a non-binding advisory resolution regarding Executive Compensation. | Management | For | For | For | ||||||||||
| 3. | To ratify the appointment of BDO USA, LLP as the Company's independent registered public accounting firm for the fiscal year ending September 30, 2022. | Management | For | For | For | ||||||||||
| DEL TACO RESTAURANTS, INC. | |||||||||||||||
| Security | 245496104 | Meeting Type | Special | ||||||||||||
| Ticker Symbol | TACO | Meeting Date | 07-Mar-2022 | ||||||||||||
| ISIN | US2454961044 | Agenda | 935547628 - Management | ||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||
| 1. | To adopt the Agreement and Plan of Merger, dated as of December 5, 2021 (the merger agreement), among Jack in the Box Inc., Epic Merger Sub Inc., and Del Taco Restaurants, Inc. (the merger). | Management | For | For | For | ||||||||||
| 2. | To approve, on a non-binding advisory basis, specified compensation that may be paid or become payable to the named executive officers of Del Taco Restaurants, Inc. in connection with the merger and contemplated by the merger agreement. | Management | Against | For | Against | ||||||||||
| 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 merger agreement. | Management | For | For | For | ||||||||||
| BOTTOMLINE TECHNOLOGIES, INC. | |||||||||||||||
| Security | 101388106 | Meeting Type | Special | ||||||||||||
| Ticker Symbol | EPAY | Meeting Date | 08-Mar-2022 | ||||||||||||
| ISIN | US1013881065 | Agenda | 935549002 - Management | ||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||
| 1. | To adopt the Agreement and Plan of Merger, dated as of December 16, 2021, by and among Bottomline Intermediate Holdings III, LLC (formerly known as Project RB Parent, LLC), Project RB Merger Sub, Inc. and Bottomline Technologies, Inc., as it may be amended from time to time. | Management | For | For | For | ||||||||||
| 2. | To approve the adoption of any proposal 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 adopt the merger agreement at the time of the special meeting. | Management | For | For | For | ||||||||||
| 3. | To approve, by non-binding, advisory vote, compensation that will or may become payable by Bottomline Technologies, Inc. to its named executive officers in connection with the merger. | Management | Against | For | Against | ||||||||||
| VERSO CORPORATION | |||||||||||||||
| Security | 92531L207 | Meeting Type | Special | ||||||||||||
| Ticker Symbol | VRS | Meeting Date | 11-Mar-2022 | ||||||||||||
| ISIN | US92531L2079 | Agenda | 935550992 - Management | ||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||
| 1. | Proposal to adopt the Agreement and Plan of Merger, dated as of December 19, 2021, by and among Verso Corporation, BillerudKorsnäs Inc., West Acquisition Merger Sub Inc. and, solely for purposes of certain sections thereof (as specified in the Merger Agreement), BillerudKorsnäs AB (the "Merger Agreement"). | Management | For | For | For | ||||||||||
| 2. | Proposal to approve, on an advisory (non- binding) basis, the compensation that may be paid or become payable to Verso Corporation'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 | For | ||||||||||
| 3. | Proposal to approve any proposal to adjourn the virtual 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 virtual Special Meeting to approve the proposal to adopt the Merger Agreement. | Management | For | For | For | ||||||||||
| MIMECAST LIMITED | |||||||||||||||
| Security | G14838109 | Meeting Type | Special | ||||||||||||
| Ticker Symbol | MIME | Meeting Date | 11-Mar-2022 | ||||||||||||
| ISIN | GB00BYT5JK65 | Agenda | 935551033 - Management | ||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||
| S1. | Authorize the directors of Mimecast Ltd to take all such actions as they consider necessary or appropriate for carrying the Scheme of Arrangement into full effect & to amend Articles of Association of Mimecast Ltd so that any ordinary shares of Mimecast Ltd that are issued on or after the Voting Record Time to persons other than Magnesium Bidco Ltd or its nominees will either be subject to the terms of the Scheme of Arrangement or immediately & automatically acquired by Magnesium Bidco Ltd and/or its nominee(s) for the Per Share Consideration. | Management | For | For | For | ||||||||||
| O2. | Approve, on a non-binding, advisory basis, the golden parachute compensation between Mimecast Limited and its named executive officers relating to the Transaction. | Management | Against | For | Against | ||||||||||
| MIMECAST LIMITED | |||||||||||||||
| Security | G14838A99 | Meeting Type | Special | ||||||||||||
| Ticker Symbol | Meeting Date | 11-Mar-2022 | |||||||||||||
| ISIN | Agenda | 935551045 - Management | |||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||
| 1. | To approve the scheme of arrangement in its original form or with or subject to any modification(s), addition(s) or condition(s) approved or imposed by the Royal Court of Jersey. | Management | For | For | For | ||||||||||
| CHANGE HEALTHCARE INC | |||||||||||||||
| Security | 15912K100 | Meeting Type | Annual | ||||||||||||
| Ticker Symbol | CHNG | Meeting Date | 29-Mar-2022 | ||||||||||||
| ISIN | US15912K1007 | Agenda | 935551211 - Management | ||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||
| 1A. | Election of Director: Neil E. de Crescenzo | Management | For | For | For | ||||||||||
| 1B. | Election of Director: Howard L. Lance | Management | Withheld | For | Against | ||||||||||
| 1C. | Election of Director: Nella Domenici | Management | For | For | For | ||||||||||
| 1D. | Election of Director: Nicholas L. Kuhar | Management | Withheld | For | Against | ||||||||||
| 1E. | Election of Director: Diana McKenzie | Management | For | For | For | ||||||||||
| 1F. | Election of Director: Bansi Nagji | Management | Withheld | For | Against | ||||||||||
| 1G. | Election of Director: Philip M. Pead | Management | For | For | For | ||||||||||
| 1H. | Election of Director: Phillip W. Roe | Management | For | For | For | ||||||||||
| 1I. | Election of Director: Neil P. Simpkins | Management | Withheld | For | Against | ||||||||||
| 1J. | Election of Director: Robert J. Zollars | Management | Withheld | For | Against | ||||||||||
| 2. | Advisory Vote to Approve Executive Compensation(Say-on-Pay) | Management | Against | For | Against | ||||||||||
| 3. | Ratification of the Appointment of Deloitte & Touche LLP as the Company's Independent Registered Public Accounting Firm for Fiscal 2022 | Management | For | For | For | ||||||||||
| BP MIDSTREAM PARTNERS LP | |||||||||||||||
| Security | 0556EL109 | Meeting Type | Consent | ||||||||||||
| Ticker Symbol | BPMP | Meeting Date | 04-Apr-2022 | ||||||||||||
| ISIN | US0556EL1098 | Agenda | 935562719 - Management | ||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||
| 1. | CONSENTS TO AND APPROVES THE MERGER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING THE MERGER. (FOR = ACCEPT, AGAINST = REJECT)(ABSTAIN VOTES DO NOT COUNT). | Management | For | For | For | ||||||||||
| PROSPERITY BANCSHARES, INC. | |||||||||||||||
| Security | 743606105 | Meeting Type | Annual | ||||||||||||
| Ticker Symbol | PB | Meeting Date | 19-Apr-2022 | ||||||||||||
| ISIN | US7436061052 | Agenda | 935568569 - Management | ||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||
| 1.1 | Election of Class III Director to serve until the Company's 2025 annual meeting of shareholders: George A. Fisk | Management | For | For | For | ||||||||||
| 1.2 | Election of Class III Director to serve until the Company's 2025 annual meeting of shareholders: Leah Henderson | Management | Withheld | For | Against | ||||||||||
| 1.3 | Election of Class III Director to serve until the Company's 2025 annual meeting of shareholders: Ned S. Holmes | Management | Withheld | For | Against | ||||||||||
| 1.4 | Election of Class III Director to serve until the Company's 2025 annual meeting of shareholders: Jack Lord | Management | For | For | For | ||||||||||
| 1.5 | Election of Class III Director to serve until the Company's 2025 annual meeting of shareholders: David Zalman | Management | Withheld | For | Against | ||||||||||
| 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, 2022. | Management | Against | For | Against | ||||||||||
| 3. | Advisory approval of the compensation of the Company's named executive officers ("Say-On-Pay"). | Management | Against | For | Against | ||||||||||
| CITRIX SYSTEMS, INC. | |||||||||||||||
| Security | 177376100 | Meeting Type | Special | ||||||||||||
| Ticker Symbol | CTXS | Meeting Date | 21-Apr-2022 | ||||||||||||
| ISIN | US1773761002 | Agenda | 935574637 - Management | ||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||
| 1. | Adoption of the Agreement & Plan of Merger, dated January 31, 2022 (as it may be amended, supplemented or otherwise modified from time to time, the "Merger Agreement"), by and among the Company, Picard Parent, Inc. ("Parent"), Picard Merger Sub, Inc. ("Merger Sub"), and for the limited purposes described in the Merger Agreement, TIBCO Software Inc. Pursuant to the terms of the Merger Agreement, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation & a wholly owned subsidiary of Parent (the "Merger") | Management | For | For | For | ||||||||||
| 2. | Approval, on an advisory, non-binding basis, of the compensation that may be paid or may become payable to the Company's named executive officers in connection with the Merger. | Management | For | For | For | ||||||||||
| 3. | Approval of a proposal 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 adopt the Merger Agreement at the time of the Special Meeting. | Management | For | For | For | ||||||||||
| ACTIVISION BLIZZARD, INC. | |||||||||||||||
| Security | 00507V109 | Meeting Type | Special | ||||||||||||
| Ticker Symbol | ATVI | Meeting Date | 28-Apr-2022 | ||||||||||||
| ISIN | US00507V1098 | Agenda | 935580111 - Management | ||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||
| 1. | Adoption of the Merger Agreement. To adopt the Agreement and Plan of Merger (as it may be amended from time to time), dated as of January 18, 2022 (the "merger agreement"), by and among Activision Blizzard, Inc. ("Activision Blizzard"), Microsoft Corporation and Anchorage Merger Sub Inc., a wholly owned subsidiary of Microsoft Corporation. | Management | For | For | For | ||||||||||
| 2. | Approval, by Means of a Non-Binding, Advisory Vote, of Certain Compensatory Arrangements with Named Executive Officers. To approve, by means of a non- binding, advisory vote, compensation that will or may become payable to the named executive officers of Activision Blizzard in connection with the merger pursuant to the merger agreement. | Management | For | For | For | ||||||||||
| 3. | Adjournment of the Special Meeting. To adjourn the special meeting to a later date or dates, if necessary or appropriate, to allow time to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting. | Management | For | For | For | ||||||||||
| WEBSTER FINANCIAL CORPORATION | |||||||||||||||
| Security | 947890109 | Meeting Type | Annual | ||||||||||||
| Ticker Symbol | WBS | Meeting Date | 28-Apr-2022 | ||||||||||||
| ISIN | US9478901096 | Agenda | 935582886 - Management | ||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||
| 1A. | Election of Director to serve for one year term: William L. Atwell | Management | For | For | For | ||||||||||
| 1B. | Election of Director to serve for one year term: Mona Aboelnaga Kanaan | Management | For | For | For | ||||||||||
| 1C. | Election of Director to serve for one year term: John R. Ciulla | Management | For | For | For | ||||||||||
| 1D. | Election of Director to serve for one year term: John P. Cahill | Management | For | For | For | ||||||||||
| 1E. | Election of Director to serve for one year term: E. Carol Hayles | Management | For | For | For | ||||||||||
| 1F. | Election of Director to serve for one year term: Linda H. Ianieri | Management | For | For | For | ||||||||||
| 1G. | Election of Director to serve for one year term: Jack L. Kopnisky | Management | For | For | For | ||||||||||
| 1H. | Election of Director to serve for one year term: James J. Landy | Management | For | For | For | ||||||||||
| 1I. | Election of Director to serve for one year term: Maureen B. Mitchell | Management | For | For | For | ||||||||||
| 1J. | Election of Director to serve for one year term: Laurence C. Morse | Management | Against | For | Against | ||||||||||
| 1K. | Election of Director to serve for one year term: Karen R. Osar | Management | For | For | For | ||||||||||
| 1L. | Election of Director to serve for one year term: Richard O'Toole | Management | For | For | For | ||||||||||
| 1M. | Election of Director to serve for one year term: Mark Pettie | Management | For | For | For | ||||||||||
| 1N. | Election of Director to serve for one year term: Lauren C. States | Management | For | For | For | ||||||||||
| 1O. | Election of Director to serve for one year term: William E. Whiston | Management | For | For | For | ||||||||||
| 2. | To approve, on a non-binding, advisory basis, the compensation of the named executive officers of the Company (Proposal 2). | Management | For | For | For | ||||||||||
| 3. | To ratify the appointment by the Board of Directors of KPMG LLP as the independent registered public accounting firm of Webster Financial Corporation for the year ending December 31, 2022 (Proposal 3). | Management | Against | For | Against | ||||||||||
| KOHL'S CORPORATION | |||||||||||||||
| Security | 500255104 | Meeting Type | Contested-Annual | ||||||||||||
| Ticker Symbol | KSS | Meeting Date | 11-May-2022 | ||||||||||||
| ISIN | US5002551043 | Agenda | 935574132 - Management | ||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||
| 1. | DIRECTOR | Management | |||||||||||||
| 1 | Michael J. Bender | For | |||||||||||||
| 2 | Peter Boneparth | For | |||||||||||||
| 3 | Yael Cosset | For | |||||||||||||
| 4 | Christine Day | For | |||||||||||||
| 5 | H. Charles Floyd | For | |||||||||||||
| 6 | Michelle Gass | For | |||||||||||||
| 7 | Margaret L. Jenkins | For | |||||||||||||
| 8 | Thomas A. Kingsbury | For | |||||||||||||
| 9 | Robbin Mitchell | For | |||||||||||||
| 10 | Jonas Prising | For | |||||||||||||
| 11 | John E. Schlifske | For | |||||||||||||
| 12 | Adrianne Shapira | For | |||||||||||||
| 13 | Stephanie A. Streeter | For | |||||||||||||
| 2. | To approve, by an advisory vote, the compensation of our named executive officers. | Management | For | ||||||||||||
| 3. | To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending January 28, 2023. | Management | For | ||||||||||||
| KOHL'S CORPORATION | |||||||||||||||
| Security | 500255104 | Meeting Type | Contested-Annual | ||||||||||||
| Ticker Symbol | KSS | Meeting Date | 11-May-2022 | ||||||||||||
| ISIN | US5002551043 | Agenda | 935574144 - Opposition | ||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||
| 1. | DIRECTOR | Management | |||||||||||||
| 1 | George R. Brokaw | Withheld | For | Against | |||||||||||
| 2 | Jonathan Duskin | For | For | For | |||||||||||
| 3 | Francis Ken Duane | For | For | For | |||||||||||
| 4 | Pamela J. Edwards | For | For | For | |||||||||||
| 5 | Stacy Hawkins | Withheld | For | Against | |||||||||||
| 6 | Jeffrey A. Kantor | For | For | For | |||||||||||
| 7 | Perry M. Mandarino | Withheld | For | Against | |||||||||||
| 8 | Cynthia S. Murray | Withheld | For | Against | |||||||||||
| 9 | Kenneth D. Seipel | Withheld | For | Against | |||||||||||
| 10 | Craig M. Young | Withheld | For | Against | |||||||||||
| 2. | The Company's proposal to approve, by advisory vote, the compensation of the Company's named executive officers. | Management | Against | Against | For | ||||||||||
| 3. | The Company's proposal to ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending January 28, 2023. | Management | Against | None | |||||||||||
| INTERTAPE POLYMER GROUP INC. | |||||||||||||||
| Security | 460919103 | Meeting Type | Annual and Special Meeting | ||||||||||||
| Ticker Symbol | ITPOF | Meeting Date | 11-May-2022 | ||||||||||||
| ISIN | CA4609191032 | Agenda | 935606054 - Management | ||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||
| 1 | A special resolution to approve a proposed plan of arrangement under section 192 of the Canada Business Corporations Act pursuant to an arrangement agreement dated March 7, 2022 entered into between 1351693 B.C. Ltd. (the "Purchaser"), a British Columbia corporation and an affiliate of Clearlake Capital Group, L.P., and the Company, to effect among other things, the acquisition by the Purchaser of all of the outstanding common shares of the Company in exchange for C$40.50 cash per common share. | Management | For | For | For | ||||||||||
| 2 | DIRECTOR | Management | |||||||||||||
| 1 | Chris R. Cawston | For | For | For | |||||||||||
| 2 | Jane Craighead | Withheld | For | Against | |||||||||||
| 3 | Frank Di Tomaso | For | For | For | |||||||||||
| 4 | Robert J. Foster | Withheld | For | Against | |||||||||||
| 5 | Dahra Granovsky | Withheld | For | Against | |||||||||||
| 6 | James Pantelidis | Withheld | For | Against | |||||||||||
| 7 | Jorge N. Quintas | Withheld | For | Against | |||||||||||
| 8 | Mary Pat Salomone | For | For | For | |||||||||||
| 9 | Gregory A.C. Yull | For | For | For | |||||||||||
| 10 | Melbourne F. Yull | For | For | For | |||||||||||
| 3 | Appointment of Raymond Chabot Grant Thornton LLP as Auditor. | Management | For | For | For | ||||||||||
| 4 | "Say on Pay" Vote. | Management | Against | For | Against | ||||||||||
| 5 | Approve the continuation of the Company's shareholder rights plan. | Management | For | For | For | ||||||||||
| TURQUOISE HILL RESOURCES LTD. | |||||||||||||||
| Security | 900435207 | Meeting Type | Annual | ||||||||||||
| Ticker Symbol | TRQ | Meeting Date | 11-May-2022 | ||||||||||||
| ISIN | CA9004352071 | Agenda | 935612259 - Management | ||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||
| 1 | DIRECTOR | Management | |||||||||||||
| 1 | George Burns | For | For | For | |||||||||||
| 2 | Caroline Donally | For | For | For | |||||||||||
| 3 | R. Peter Gillin | Withheld | For | Against | |||||||||||
| 4 | Alfred P. Grigg | Withheld | For | Against | |||||||||||
| 5 | Stephen Jones | For | For | For | |||||||||||
| 6 | Russel C. Robertson | Withheld | For | Against | |||||||||||
| 7 | Maryse Saint-Laurent | For | For | For | |||||||||||
| 8 | Steve Thibeault | For | For | For | |||||||||||
| 2 | To appoint KPMG LLP as auditors of the Corporation at a remuneration to be fixed by the Board of Directors. | Management | For | For | For | ||||||||||
| 3 | Non-binding advisory vote to accept the approach to executive compensation disclosed in the accompanying information circular. | Management | For | For | For | ||||||||||
| ZYNGA INC. | |||||||||||||||
| Security | 98986T108 | Meeting Type | Special | ||||||||||||
| Ticker Symbol | ZNGA | Meeting Date | 19-May-2022 | ||||||||||||
| ISIN | US98986T1088 | Agenda | 935608818 - Management | ||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||
| 1. | To adopt the Agreement and Plan of Merger, dated January 9, 2022, which is referred to as the "merger agreement," among Take-Two Interactive Software, Inc., Zebra MS I, Inc., Zebra MS II, Inc., and Zynga Inc., as it may be amended from time to time, which proposal is referred to as the "Zynga merger proposal". | Management | For | For | For | ||||||||||
| 2. | To approve, on a non-binding advisory basis, the compensation that may be paid or become payable to Zynga named executive officers that is based on or otherwise relates to the transactions contemplated by the merger agreement. | Management | Against | For | Against | ||||||||||
| 3. | To approve the adjournment of the Zynga special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Zynga special meeting to approve the Zynga merger proposal. | Management | For | For | For | ||||||||||
| CERNER CORPORATION | |||||||||||||||
| Security | 156782104 | Meeting Type | Annual | ||||||||||||
| Ticker Symbol | CERN | Meeting Date | 26-May-2022 | ||||||||||||
| ISIN | US1567821046 | Agenda | 935595198 - Management | ||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||
| 1A. | Election of Director: Mitchell E. Daniels, Jr. | Management | For | For | For | ||||||||||
| 1B. | Election of Director: Elder Granger, M.D. | Management | For | For | For | ||||||||||
| 1C. | Election of Director: John J. Greisch | Management | For | For | For | ||||||||||
| 1D. | Election of Director: Melinda J. Mount | Management | For | For | For | ||||||||||
| 1E. | Election of Director: George A. Riedel | Management | Against | For | Against | ||||||||||
| 1F. | Election of Director: R. Halsey Wise | Management | Against | For | Against | ||||||||||
| 2. | Ratification of the appointment of KPMG LLP as the independent registered public accounting firm of Cerner Corporation for 2022. | Management | Against | For | Against | ||||||||||
| 3. | Approval, on an advisory basis, of the compensation of our Named Executive Officers. | Management | Against | For | Against | ||||||||||
| 4A. | Approval of the proposed amendments to our Third Restated Certificate of Incorporation, as amended (the "Certificate"), to remove the supermajority voting standards for certain business combination transactions with interested stockholders. | Management | For | For | For | ||||||||||
| 4B. | Approval of the proposed amendments to our Certificate to remove the supermajority voting standards to amend or repeal any provision of the Bylaws. | Management | For | For | For | ||||||||||
| 4C. | Approval of the proposed amendments to our Certificate to remove the supermajority voting standards to amend or repeal certain provisions of the Certificate. | Management | For | For | For | ||||||||||
| 4D. | Approval of the proposed amendments to our Certificate to remove the supermajority voting standards to remove a director with cause. | Management | For | For | For | ||||||||||
| 5. | Approval of an amendment and restatement of the Cerner Corporation 2011 Omnibus Equity Incentive Plan to increase the number of authorized shares and the plan's term. | Management | Against | For | Against | ||||||||||
| 6. | Shareholder proposal requesting amendment to the Company's governing documents to give shareholders the right to call a special shareholder meeting. | Shareholder | For | Against | Against | ||||||||||
| MERITOR, INC. | |||||||||||||||
| Security | 59001K100 | Meeting Type | Special | ||||||||||||
| Ticker Symbol | MTOR | Meeting Date | 26-May-2022 | ||||||||||||
| ISIN | US59001K1007 | Agenda | 935637744 - Management | ||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||
| 1. | To approve the Agreement and Plan of Merger, dated as of February 21, 2022 (as amended, modified or supplemented from time to time, the "Merger Agreement"), by and among Meritor, Inc., an Indiana corporation ("Meritor"), Cummins Inc., an Indiana corporation ("Parent"), and Rose NewCo Inc., an Indiana corporation and a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub will be merged with and into Meritor, with Meritor continuing as the surviving corporation ...(due to space limits, see proxy material for full proposal). | Management | For | For | For | ||||||||||
| 2. | To approve, on an advisory (non-binding) basis, certain compensation that may be paid or become payable to Meritor's named executive officers in connection with the Merger. | Management | Against | For | Against | ||||||||||
| 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 Merger Proposal or in the absence of a quorum. | Management | For | For | For | ||||||||||
| CEDAR REALTY TRUST INC. | |||||||||||||||
| Security | 150602605 | Meeting Type | Special | ||||||||||||
| Ticker Symbol | CDR | Meeting Date | 27-May-2022 | ||||||||||||
| ISIN | US1506026053 | Agenda | 935635497 - Management | ||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||
| 1. | To approve the sale of the Company and substantially all of its assets, including the Grocery-Anchored Portfolio Sale and the Mergers (the "Transactions"). | Management | For | For | For | ||||||||||
| 2. | To approve, on a non-binding advisory basis, the compensation to be paid or that may become payable by the Company to its named executive officers that is based on or otherwise relates to the Transactions. | Management | For | For | For | ||||||||||
| 3. | To approve one or more adjournments of the special meeting, if necessary, to solicit additional proxies if we have not obtained sufficient affirmative stockholder votes to approve the Transactions. | Management | For | For | For | ||||||||||
| MOMENTIVE GLOBAL, INC. | |||||||||||||||
| Security | 60878Y108 | Meeting Type | Annual | ||||||||||||
| Ticker Symbol | MNTV | Meeting Date | 07-Jun-2022 | ||||||||||||
| ISIN | US60878Y1082 | Agenda | 935627832 - Management | ||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||
| 1. | Approval of the Amendment of the Certificate of Incorporation of the Company to Declassify the Board of Directors. | Management | For | For | For | ||||||||||
| 2. | DIRECTOR | Management | |||||||||||||
| 1 | Alexander J. Lurie | For | For | For | |||||||||||
| 2 | Dana Evan | For | For | For | |||||||||||
| 3 | Sagar Gupta | For | For | For | |||||||||||
| 3. | Advisory vote to approve named executive officer compensation ("Say-on-Pay"). | Management | Against | For | Against | ||||||||||
| 4. | Ratification of appointment of Ernst & Young LLP as the independent registered accountants of Momentive, Global Inc. for the fiscal year ending December 31, 2022. | Management | Against | For | Against | ||||||||||
| TENNECO INC. | |||||||||||||||
| Security | 880349105 | Meeting Type | Annual | ||||||||||||
| Ticker Symbol | TEN | Meeting Date | 07-Jun-2022 | ||||||||||||
| ISIN | US8803491054 | Agenda | 935637263 - Management | ||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||
| 1. | To adopt the Merger Agreement and approve the Merger. | Management | For | For | For | ||||||||||
| 2. | To approve certain compensation arrangements for the company's named executive officers in connection with the merger. | Management | Against | For | Against | ||||||||||
| 3. | To approve the adjournment of the Annual Meeting, if necessary, to continue to solicit votes to adopt the Merger Agreement and approve the Merger. | Management | For | For | For | ||||||||||
| 4A. | Election of Director: Roy V. Armes | Management | For | For | For | ||||||||||
| 4B. | Election of Director: Thomas C. Freyman | Management | Against | For | Against | ||||||||||
| 4C. | Election of Director: Denise Gray | Management | Against | For | Against | ||||||||||
| 4D. | Election of Director: Brian J. Kesseler | Management | For | For | For | ||||||||||
| 4E. | Election of Director: Michelle A. Kumbier | Management | Against | For | Against | ||||||||||
| 4F. | Election of Director: Dennis J. Letham | Management | Against | For | Against | ||||||||||
| 4G. | Election of Director: James S. Metcalf | Management | Against | For | Against | ||||||||||
| 4H. | Election of Director: Aleksandra A. Miziolek | Management | Against | For | Against | ||||||||||
| 4I. | Election of Director: Charles K. Stevens, III | Management | Against | For | Against | ||||||||||
| 4J. | Election of Director: John S. Stroup | Management | For | For | For | ||||||||||
| 5. | Ratify appointment of PricewaterhouseCoopers LLP as independent public accountants for 2022. | Management | Against | For | Against | ||||||||||
| 6. | Approve executive compensation in an advisory vote. | Management | Against | For | Against | ||||||||||
| WILLIS TOWERS WATSON PLC | |||||||||||||||
| Security | G96629103 | Meeting Type | Annual | ||||||||||||
| Ticker Symbol | WTW | Meeting Date | 08-Jun-2022 | ||||||||||||
| ISIN | IE00BDB6Q211 | Agenda | 935625939 - Management | ||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||
| 1a. | Election of Director: Dame Inga Beale | Management | For | For | For | ||||||||||
| 1b. | Election of Director: Fumbi Chima | Management | For | For | For | ||||||||||
| 1c. | Election of Director: Michael Hammond | Management | For | For | For | ||||||||||
| 1d. | Election of Director: Carl Hess | Management | For | For | For | ||||||||||
| 1e. | Election of Director: Brendan O'Neill | Management | For | For | For | ||||||||||
| 1f. | Election of Director: Linda Rabbitt | Management | Against | For | Against | ||||||||||
| 1g. | Election of Director: Paul Reilly | Management | For | For | For | ||||||||||
| 1h. | Election of Director: Michelle Swanback | Management | For | For | For | ||||||||||
| 1i. | Election of Director: Paul Thomas | Management | For | 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 and Risk Committee, to fix the independent auditors' remuneration. | Management | For | For | For | ||||||||||
| 3. | Approve, on an advisory basis, the named executive officer compensation. | Management | Against | For | Against | ||||||||||
| 4. | Renew the Board's existing authority to issue shares under Irish law. | Management | For | For | For | ||||||||||
| 5. | Renew the Board's existing authority to opt out of statutory pre-emption rights under Irish law. | Management | For | For | For | ||||||||||
| 6. | Approve the creation of distributable profits by the reduction and cancellation of the Company's share premium account. | Management | For | For | For | ||||||||||
| 7. | Amend and restate the Willis Towers Watson Public Limited Company 2012 Equity Incentive Plan, including to increase the number of shares authorized for issuance under the 2012 Plan. | Management | Against | For | Against | ||||||||||
| ACTIVISION BLIZZARD, INC. | |||||||||||||||
| Security | 00507V109 | Meeting Type | Annual | ||||||||||||
| Ticker Symbol | ATVI | Meeting Date | 21-Jun-2022 | ||||||||||||
| ISIN | US00507V1098 | Agenda | 935640715 - Management | ||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||
| 1a. | Election of Director: Reveta Bowers | Management | Against | For | Against | ||||||||||
| 1b. | Election of Director: Kerry Carr | Management | For | For | For | ||||||||||
| 1c. | Election of Director: Robert Corti | Management | Against | For | Against | ||||||||||
| 1d. | Election of Director: Brian Kelly | Management | Against | For | Against | ||||||||||
| 1e. | Election of Director: Robert Kotick | Management | For | For | For | ||||||||||
| 1f. | Election of Director: Lulu Meservey | Management | For | For | For | ||||||||||
| 1g. | Election of Director: Barry Meyer | Management | For | For | For | ||||||||||
| 1h. | Election of Director: Robert Morgado | Management | Against | For | Against | ||||||||||
| 1i. | Election of Director: Peter Nolan | Management | For | For | For | ||||||||||
| 1j. | Election of Director: Dawn Ostroff | Management | Against | For | Against | ||||||||||
| 2. | Advisory vote to approve our executive compensation. | Management | Against | For | Against | ||||||||||
| 3. | Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm. | Management | Against | For | Against | ||||||||||
| 4. | Shareholder proposal regarding the nomination of an employee representative director. | Shareholder | Against | Against | For | ||||||||||
| 5. | Shareholder proposal regarding the preparation of a report about the Company's efforts to prevent abuse, harassment and discrimination. | Shareholder | For | Against | Against | ||||||||||
| ANAPLAN, INC. | |||||||||||||||
| Security | 03272L108 | Meeting Type | Special | ||||||||||||
| Ticker Symbol | PLAN | Meeting Date | 21-Jun-2022 | ||||||||||||
| ISIN | US03272L1089 | Agenda | 935645816 - Management | ||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||
| 1. | To adopt the Merger Agreement and Plan of Merger, dated as of March 20, 2022, by and among Alpine Parent, LLC, Alpine Merger Sub, Inc., and Anaplan, Inc., as it may be amended from time to time. | Management | For | For | For | ||||||||||
| 2. | To approve the adoption of any proposal 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 adopt the Merger Agreement at the time of the Special Meeting. | Management | For | For | For | ||||||||||
| 3. | To approve, by non-binding, advisory vote, compensation that will or may become payable by Anaplan, Inc. to its named executive officers in connection with the merger. | Management | Against | For | Against | ||||||||||
| LHC GROUP, INC. | |||||||||||||||
| Security | 50187A107 | Meeting Type | Special | ||||||||||||
| Ticker Symbol | LHCG | Meeting Date | 21-Jun-2022 | ||||||||||||
| ISIN | US50187A1079 | Agenda | 935659803 - Management | ||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||
| 1. | To adopt the Agreement and Plan of Merger, dated as of March 28, 2022, by and among LHC Group, Inc., UnitedHealth Group Incorporated and Lightning Merger Sub Inc. | Management | For | For | For | ||||||||||
| 2. | To approve, on a non-binding, advisory basis, certain compensation that will or may be paid by LHC to its named executive officers that is based on or otherwise relates to the Merger. | Management | For | For | For | ||||||||||
| 3. | To adjourn the special meeting of LHC stockholders from time to time, if necessary or appropriate, for the purpose of soliciting additional votes for the approval of the proposal described above in Proposal 1 if there are insufficient votes at the time of the Special Meeting to approve the proposal described above in Proposal 1. | Management | For | For | For | ||||||||||
| CORNERSTONE BUILDING BRANDS INC. | |||||||||||||||
| Security | 21925D109 | Meeting Type | Special | ||||||||||||
| Ticker Symbol | CNR | Meeting Date | 24-Jun-2022 | ||||||||||||
| ISIN | US21925D1090 | Agenda | 935668357 - Management | ||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||
| 1. | Proposal to adopt Agreement & Plan of Merger, dated as of 3/5/22, by and among Camelot Return Intermediate Holdings, LLC, a Delaware limited liability company ("Parent"), Camelot Return Merger Sub, Inc., a Delaware corporation & a wholly owned subsidiary of Parent ("Merger Sub"), & Company, a copy of which is attached as Annex A to accompanying proxy statement, pursuant to which, among other things, Merger Sub will merge with & into Company (the "merger"), with Company surviving the merger as a subsidiary of Parent (the "Merger Agreement Proposal"). | Management | For | For | For | ||||||||||
| 2. | To consider and vote on one or more proposals to adjourn the special meeting to a later date or dates if necessary or appropriate, including adjournments to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the Merger Agreement Proposal (the "Adjournment Proposal"). | Management | For | For | For | ||||||||||
| 3. | To approve, by nonbinding, advisory vote, certain compensation arrangements for the Company's named executive officers in connection with the merger (the "Merger- Related Compensation Proposal"). | Management | For | For | For | ||||||||||
| SIERRA ONCOLOGY INC | |||||||||||||||
| Security | 82640U404 | Meeting Type | Special | ||||||||||||
| Ticker Symbol | SRRA | Meeting Date | 29-Jun-2022 | ||||||||||||
| ISIN | US82640U4040 | Agenda | 935660399 - Management | ||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | 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 (the "merger agreement"), dated April 12, 2022, between GlaxoSmithKline plc, Orikum Acquisition Inc. and Sierra Oncology, Inc. | Management | For | 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 Sierra Oncology, Inc. to its named executive officers in connection with the merger of Orikum Acquisition Inc., an indirect wholly owned subsidiary of GlaxoSmithKline plc, with and into Sierra Oncology, Inc. | Management | Against | For | Against | ||||||||||
| 3. | To consider and vote on any proposal 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 adopt the merger agreement at the time of the special meeting. | Management | For | For | For | ||||||||||
| SAILPOINT TECHNOLOGIES HOLDINGS, INC. | |||||||||||||||
| Security | 78781P105 | Meeting Type | Special | ||||||||||||
| Ticker Symbol | SAIL | Meeting Date | 30-Jun-2022 | ||||||||||||
| ISIN | US78781P1057 | Agenda | 935674297 - Management | ||||||||||||
| Item | Proposal | Proposed by | Vote | Management Recommendation | For/Against Management | ||||||||||
| 1. | To consider & vote on the proposal to adopt the Agreement & Plan of Merger, dated as of April 10, 2022, (the "Merger Agreement"), by & among Project Hotel California Holdings, LP, a Delaware limited partnership & Project Hotel California Merger Sub, Inc., a Delaware corporation & a wholly owned subsidiary of Parent, whereby Pursuant to the terms of the Merger Agreement, Merger Sub will merge with & into SailPoint & the separate corporate existence of Merger Sub will cease, with SailPoint continuing as the surviving corporation & a wholly owned subsidiary of Parent. | Management | For | For | For | ||||||||||
| 2. | To consider and vote on the proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to SailPoint'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 | For | ||||||||||
| 3. | To consider and vote on any proposal 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 adopt the Merger Agreement at the time of the Special Meeting. | Management | For | For | For | ||||||||||
| Form N-PX | Proxy Voting Records |
| Fund Name: | AXS Chesapeake Strategy Fund |
| Reporting Period: | 07/01/2021 through 06/30/2022 |
There have been no proxies voted on behalf of the Fund for the period 07/01/2021 to 06/30/2022 because the Fund held non-voting securities.
| Form N-PX | Proxy Voting Records |
| Fund Name: | AXS Sustainable Income Fund |
| Reporting Period: | 07/01/2021 through 06/30/2022 |
There have been no proxies voted on behalf of the Fund for the period 07/01/2021 to 06/30/2022 because the Fund held non-voting securities.
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 | July 14, 2022 |
| * | Print the name and title of each signing officer under his or her signature. |