UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________
FORM N-PX
________
ANNUAL REPORT OF PROXY VOTING RECORD OF
REGISTERED MANAGEMENT INVESTMENT COMPANY
Investment Company Act File Number: 811-22920
The Advisors’ Inner Circle Fund III
(Exact name of registrant as specified in charter)
________
101 Federal Street
Boston, Massachusetts 02110
(Address of principal executive offices)
________
Michael Beattie, President
The Advisors’ Inner Circle Fund III
c/o SEI Investments
One Freedom Valley Drive
Oaks, PA 19456
(Name and address of agent for service)
________
Registrant’s telephone number, including area code: 1-877-446-3863
Date of Fiscal Year End: September 30
Date of Reporting Period: July 1, 2022 to June 30, 2023
________
Item 1. Proxy Voting Record.
Attached are the proxy voting records for the following funds, each of which
is a series of The Advisors’ Inner Circle Fund III:
is a series of The Advisors’ Inner Circle Fund III:
SouthernSun U.S. Equity Fund
SouthernSun Small Cap Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted |
Security ID: 001084102
Ticker: AGCO
Meeting Date: 27-Apr-23
Meeting Type: Annual
1a. | Election of Director: Michael C. Arnold | Management | For | Voted - For |
1b. | Election of Director: Sondra L. Barbour | Management | For | Voted - For |
1c. | Election of Director: Suzanne P. Clark | Management | For | Voted - For |
1d. | Election of Director: Bob De Lange | Management | For | Voted - For |
1e. | Election of Director: Eric P. Hansotia | Management | For | Voted - For |
1f. | Election of Director: George E. Minnich | Management | For | Voted - For |
1g. | Election of Director: Niels Pörksen | Management | For | Voted - For |
1h. | Election of Director: David Sagehorn | Management | For | Voted - For |
1i. | Election of Director: Mallika Srinivasan | Management | For | Voted - For |
1j. | Election of Director: Matthew Tsien | Management | For | Voted - For |
2. | Frequency (one, two or three years) of the non-binding advisory vote on executive compensation | Management | 1 Year | Voted - 1 Year |
3. | Non-binding advisory resolution to approve the compensation of the Company's named executive officers | Management | For | Voted - For |
4. | Ratification of KPMG LLP as the Company's independent registered public accounting firm for 2023 | Management | For | Voted - For |
ARMSTRONG WORLD INDUSTRIES, INC.
Security ID: 04247X102
Ticker: AWI
Meeting Date: 15-Jun-23
Meeting Type: Annual
1.1 | Director: Victor D. Grizzle | Management | For | Voted - For |
1.2 | Director: Richard D. Holder | Management | For | Voted - For |
1.3 | Director: Barbara L. Loughran | Management | For | Voted - For |
1.4 | Director: James C. Melville | Management | For | Voted - For |
1.5 | Director: William H. Osborne | Management | For | Voted - For |
1.6 | Director: Wayne R. Shurts | Management | For | Voted - For |
1.7 | Director: Roy W. Templin | Management | For | Voted - For |
1.8 | Director: Cherryl T. Thomas | Management | For | Voted - For |
2. | To ratify the selection of KPMG LLP as our independent registered public accounting firm for 2023. | Management | For | Voted - For |
3. | To approve, on an advisory basis, our executive compensation program. | Management | For | Voted - For |
4. | To approve, on an advisory basis, the frequency with which shareholders will be presented with a non-binding proposal to approve the compensation of our named executive officers. | Management | 1 Year | Voted - 1 Year |
1
SouthernSun Small Cap Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted |
BELDEN INC.
Security ID: 077454106
Ticker: BDC
Meeting Date: 25-May-23
Meeting Type: Annual
1a. | Election of Director: David J. Aldrich | Management | For | Voted - For |
1b. | Election of Director: Lance C. Balk | Management | For | Voted - For |
1c. | Election of Director: Steven W. Berglund | Management | For | Voted - For |
1d. | Election of Director: Diane D. Brink | Management | For | Voted - For |
1e. | Election of Director: Judy L. Brown | Management | For | Voted - For |
1f. | Election of Director: Nancy Calderon | Management | For | Voted - For |
1g. | Election of Director: Ashish Chand | Management | For | Voted - For |
1h. | Election of Director: Jonathan C. Klein | Management | For | Voted - For |
1i. | Election of Director: YY Lee | Management | For | Voted - For |
1j. | Election of Director: Gregory J. McCray | Management | For | Voted - For |
2. | Ratification of the appointment of Ernst & Young as the Company's Independent Registered Public Accounting Firm for 2023. | Management | For | Voted - For |
3. | Advisory vote on executive compensation for 2022. | Management | For | Voted - For |
4. | Advisory vote on frequency of future advisory votes related to executive officer compensation. | Management | 1 Year | Voted - 1 Year |
DARLING INGREDIENTS INC.
Security ID: 237266101
Ticker: DAR
Meeting Date: 09-May-23
Meeting Type: Annual
1a. | Election of Director: Randall C. Stuewe | Management | For | Voted - For |
1b. | Election of Director: Charles Adair | Management | For | Voted - For |
1c. | Election of Director: Beth Albright | Management | For | Voted - For |
1d. | Election of Director: Larry A. Barden | Management | For | Voted - For |
1e. | Election of Director: Celeste A. Clark | Management | For | Voted - For |
1f. | Election of Director: Linda Goodspeed | Management | For | Voted - For |
1g. | Election of Director: Enderson Guimaraes | Management | For | Voted - For |
1h. | Election of Director: Gary W. Mize | Management | For | Voted - For |
1i. | Election of Director: Michael E. Rescoe | Management | For | Voted - For |
1j. | Election of Director: Kurt Stoffel | Management | For | Voted - For |
2. | Proposal to ratify the selection of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 30, 2023. | Management | For | Voted - For |
3. | Advisory vote to approve executive compensation. | Management | For | Voted - For |
4. | Advisory vote to approve the frequency of future advisory votes on executive compensation. | Management | 1 Year | Voted - 1 Year |
2
SouthernSun Small Cap Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted |
DORMAN PRODUCTS, INC.
Security ID: 258278100
Ticker: DORM
Meeting Date: 18-May-23
Meeting Type: Annual
1A | Election of Director: Steven L. Berman | Management | For | Voted - For |
1B | Election of Director: Kevin M. Olsen | Management | For | Voted - For |
1C | Election of Director: Lisa M. Bachmann | Management | For | Voted - For |
1D | Election of Director: John J. Gavin | Management | For | Voted - For |
1E | Election of Director: Richard T. Riley | Management | For | Voted - For |
1F | Election of Director: Kelly A. Romano | Management | For | Voted - For |
1G | Election of Director: G. Michael Stakias | Management | For | Voted - For |
1H | Election of Director: J. Darrell Thomas | Management | For | Voted - For |
2 | Advisory approval of the compensation of the Company's named executive officers. | Management | For | Voted - For |
3 | Advisory vote on the frequency of the advisory vote on the Company's named executive officer compensation. | Management | 1 Year | Voted - 1 Year |
4 | Ratification of KPMG LLP as the Company's independent registered public accounting firm for the 2023 fiscal year. | Management | For | Voted - For |
DYCOM INDUSTRIES, INC.
Security ID: 267475101
Ticker: DY
Meeting Date: 25-May-23
Meeting Type: Annual
1a. | Election of Director: Peter T. Pruitt, Jr. | Management | For | Voted - For |
1b. | Election of Director: Laurie J. Thomsen | Management | For | Voted - For |
2. | To approve, by non-binding advisory vote, executive compensation. | Management | For | Voted - For |
3. | To ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent auditor for fiscal 2024. | Management | For | Voted - For |
4. | To approve an Amendment & Restatement to the Dycom Industries, Inc. 2017 Non- Employee Directors Equity Plan. | Management | For | Voted - For |
5. | To recommend, by non-binding advisory vote, the frequency of future advisory votes on executive compensation. | Management | 1 Year | Voted - 1 Year |
ENERPAC TOOL GROUP CORP
Security ID: 292765104
Ticker: EPAC
Meeting Date: 03-Feb-23
Meeting Type: Annual
1.1 | Director: Alfredo Altavilla | Management | For | Voted - For |
1.2 | Director: Judy L. Altmaier | Management | For | Voted - For |
1.3 | Director: J. Palmer Clarkson | Management | For | Voted - For |
1.4 | Director: Danny L. Cunningham | Management | For | Voted - For |
3
SouthernSun Small Cap Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted |
1.5 | Director: E. James Ferland | Management | For | Voted - For |
1.6 | Director: Richard D. Holder | Management | For | Voted - For |
1.7 | Director: Lynn C. Minella | Management | For | Voted - For |
1.8 | Director: Sidney S. Simmons | Management | For | Voted - For |
1.9 | Director: Paul E. Sternlieb | Management | For | Voted - For |
2. | Ratification of Ernst & Young LLP as the Company's independent auditor for the fiscal year ending August 31, 2023. | Management | For | Voted - For |
3. | Advisory vote to approve the compensation of our named executive officers. | Management | For | Voted - For |
INGEVITY CORPORATION
Security ID: 45688C107
Ticker: NGVT
Meeting Date: 27-Apr-23
Meeting Type: Annual
1a. | Election of Director for a one-year term: Jean S. Blackwell | Management | For | Voted - For |
1b. | Election of Director for a one-year term: Luis Fernandez-Moreno | Management | For | Voted - For |
1c. | Election of Director for a one-year term: John C. Fortson | Management | For | Voted - For |
1d. | Election of Director for a one-year term: Diane H. Gulyas | Management | For | Voted - For |
1e. | Election of Director for a one-year term: Bruce D. Hoechner | Management | For | Voted - For |
1f. | Election of Director for a one-year term: Frederick J. Lynch | Management | For | Voted - For |
1g. | Election of Director for a one-year term: Karen G. Narwold | Management | For | Voted - For |
1h. | Election of Director for a one-year term: Daniel F. Sansone | Management | For | Voted - For |
1i. | Election of Director for a one-year term: William J. Slocum | Management | For | Voted - For |
1j. | Election of Director for a one-year term: Benjamin G. (Shon) Wright | Management | For | Voted - For |
2. | Advisory vote on compensation of our Named Executive Officers (Say-on-Pay). | Management | For | Voted - For |
3. | Advisory Vote on the frequency of Named Executive Officer Compensation Advisory Vote (Say-on-Frequency). | Management | 1 Year | Voted - 1 Year |
4. | Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2023. | Management | For | Voted - For |
5. | Amendment and Restatement of 2017 Ingevity Corporation Employee Stock Purchase Plan to add an additional 300,000 shares. | Management | For | Voted - For |
4
SouthernSun Small Cap Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted |
LIVE OAK BANCSHARES,INC.
Security ID: 53803X105
Ticker: LOB
Meeting Date: 16-May-23
Meeting Type: Annual
1.1 | Director: Tonya W. Bradford | Management | For | Voted - For |
1.2 | Director: William H. Cameron | Management | For | Voted - For |
1.3 | Director: Casey S. Crawford | Management | For | Voted - For |
1.4 | Director: Diane B. Glossman | Management | For | Voted - For |
1.5 | Director: Glen F. Hoffsis | Management | For | Voted - For |
1.6 | Director: David G. Lucht | Management | For | Voted - For |
1.7 | Director: James S. Mahan III | Management | For | Voted - For |
1.8 | Director: Miltom E. Petty | Management | For | Voted - For |
1.9 | Director: Neil L. Underwood | Management | For | Voted - For |
1.10 | Director: Yousef A. Valine | Management | For | Voted - For |
1.11 | Director: William L. Williams III | Management | For | Voted - For |
2. | Approval of Amendment of 2015 Omnibus Stock Incentive Plan. To approve an amendment of the Company's Amended and Restated 2015 Omnibus Stock Incentive Plan to increase the number of shares of voting common stock issuable under such plan. | Management | For | Voted - For |
3. | Say-on-Pay Vote. Non-binding, advisory proposal to approve compensation paid to our named executive officers. | Management | For | Voted - For |
4. | Ratification of Independent Auditors. Proposal to ratify FORVIS, LLP as the Company's independent auditors for 2023. | Management | For | Voted - For |
MALIBU BOATS, INC.
Security ID: 56117J100
Ticker: MBUU
Meeting Date: 03-Nov-22
Meeting Type: Annual
1.1 | Director: Michael K. Hooks | Management | For | Voted - For |
1.2 | Director: Jack D. Springer | Management | For | Voted - For |
1.3 | Director: John E. Stokely | Management | For | Voted - For |
2. | Ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2023. | Management | For | Voted - For |
3. | Approval, on a non-binding advisory basis, of the compensation of the Company's named executive officers. | Management | For | Voted - For |
MGP INGREDIENTS, INC.
Security ID: 55303J106
Ticker: MGPI
Meeting Date: 25-May-23
Meeting Type: Annual
1a. | Election of Director: Thomas A. Gerke | Management | For | Voted - For |
1b. | Election of Director: Donn Lux | Management | For | Voted - For |
5
SouthernSun Small Cap Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted |
1c. | Election of Director: Kevin S. Rauckman | Management | For | Voted - For |
1d. | Election of Director: Todd B. Siwak | Management | For | Voted - For |
2. | To ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm. | Management | For | Voted - For |
3. | To adopt an advisory resolution to approve the compensation of our named executive officers. | Management | For | Voted - For |
4. | To approve, on an advisory basis, the frequency of future advisory votes on executive compensation. | Management | 1 Year | Voted - 1 Year |
MURPHY USA INC.
Security ID: 626755102
Ticker: MUSA
Meeting Date: 04-May-23
Meeting Type: Annual
1a. | Election of Class I Director Whose Current Term Expires on the Date of the Annual Meeting.: Claiborne P. Deming | Management | For | Voted - For |
1b. | Election of Class I Director Whose Current Term Expires on the Date of the Annual Meeting.: Hon. Jeanne L. Phillips | Management | For | Voted - For |
1c. | Election of Class I Director Whose Current Term Expires on the Date of the Annual Meeting.: Jack T. Taylor | Management | For | Voted - For |
2. | Ratification of Appointment of Independent Registered Public Accounting Firm for Fiscal 2023. | Management | For | Voted - For |
3. | Approval of Executive Compensation on an Advisory, Non-Binding Basis. | Management | For | Voted - For |
4. | Approval of the Murphy USA Inc. 2023 Omnibus Incentive Plan. | Management | For | Voted - For |
POLARIS INC.
Security ID: 731068102
Ticker: PII
Meeting Date: 27-Apr-23
Meeting Type: Annual
1a. | Election of Class II Director: George W. Bilicic | Management | For | Voted - For |
1b. | Election of Class II Director: Gary E. Hendrickson | Management | For | Voted - For |
1c. | Election of Class II Director: Gwenne A. Henricks | Management | For | Voted - For |
2. | Advisory vote to approve the compensation of the Company's Named Executive Officers | Management | For | Voted - For |
3. | Advisory vote on the frequency of future votes to approve the compensation of our Named Executive Officers | Management | 1 Year | Voted - 1 Year |
4. | Reincorporation of the Company from Minnesota to Delaware | Management | For | Voted - For |
5. | Adoption of an exclusive forum provision in the Delaware Bylaws | Management | For | Voted - For |
6. | Adoption of officer exculpation provision in the Delaware Certificate of Incorporation | Management | For | Voted - For |
6
SouthernSun Small Cap Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted |
7. | Ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2023 | Management | For | Voted - For |
STEPAN COMPANY
Security ID: 858586100
Ticker: SCL
Meeting Date: 25-Apr-23
Meeting Type: Annual
1.1 | Election of Director: Joaquin Delgado | Management | For | Voted - For |
1.2 | Election of Director: F. Quinn Stepan, Jr. | Management | For | Voted - For |
2. | Advisory vote to approve named executive officer compensation. | Management | For | Voted - For |
3. | Advisory vote on the frequency of voting on named executive officer compensation. | Management | 1 Year | Voted - 1 Year |
4. | Ratify the appointment of Deloitte & Touche LLP as Stepan Company's independent public accounting firm for 2023. | Management | For | Voted - For |
THE BOSTON BEER COMPANY, INC.
Security ID: 100557107
Ticker: SAM
Meeting Date: 17-May-23
Meeting Type: Annual
1.1 | Director: Meghan V. Joyce | Management | For | Voted - For |
1.2 | Director: Michael Spillane | Management | For | Voted - For |
1.3 | Director: Jean-Michel Valette | Management | For | Voted - For |
2. | Advisory vote to approve our Named Executive Officers' executive compensation. | Management | For | Voted - For |
3. | To conduct an advisory vote on the frequency of holding future advisory votes on the compensation of the Company's Named Executive Officers. | Management | 1 Year | Voted - 1 Year |
THE BRINK'S COMPANY
Security ID: 109696104
Ticker: BCO
Meeting Date: 05-May-23
Meeting Type: Annual
1a. | Election of Director: Kathie J. Andrade | Management | For | Voted - For |
1b. | Election of Director: Paul G. Boynton | Management | For | Voted - For |
1c. | Election of Director: Ian D. Clough | Management | For | Voted - For |
1d. | Election of Director: Susan E. Docherty | Management | For | Voted - For |
1e. | Election of Director: Mark Eubanks | Management | For | Voted - For |
1f. | Election of Director: Michael J. Herling | Management | For | Voted - For |
1g. | Election of Director: A. Louis Parker | Management | For | Voted - For |
1h. | Election of Director: Timothy J. Tynan | Management | For | Voted - For |
1i. | Election of Director: Keith R. Wyche | Management | For | Voted - For |
2. | Approval of an advisory resolution on named executive officer compensation. | Management | For | Voted - For |
7
SouthernSun Small Cap Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted |
3. | Approval of an advisory resolution on the frequency (every 1, 2 or 3 years) of the advisory vote on named executive officer compensation. | Management | 1 Year | Voted - 1 Year |
4. | Approval of the selection of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023. | Management | For | Voted - For |
THE TIMKEN COMPANY
Security ID: 887389104
Ticker: TKR
Meeting Date: 05-May-23
Meeting Type: Annual
1.1 | Director: Maria A. Crowe | Management | For | Voted - For |
1.2 | Director: Elizabeth A. Harrell | Management | For | Voted - For |
1.3 | Director: Richard G. Kyle | Management | For | Voted - For |
1.4 | Director: Sarah C. Lauber | Management | For | Voted - For |
1.5 | Director: John A. Luke, Jr. | Management | For | Voted - For |
1.6 | Director: Christopher L. Mapes | Management | For | Voted - For |
1.7 | Director: James F. Palmer | Management | For | Voted - For |
1.8 | Director: Ajita G. Rajendra | Management | For | Voted - For |
1.9 | Director: Frank C. Sullivan | Management | For | Voted - For |
1.10 | Director: John M. Timken, Jr. | Management | For | Voted - For |
1.11 | Director: Ward J. Timken, Jr. | Management | For | Voted - For |
2. | Approval, on an advisory basis, of our named executive officer compensation. | Management | For | Voted - For |
3. | Recommendation, on an advisory basis, of the frequency (every 1, 2 or 3 years) of the shareholder advisory vote on named executive officer compensation. | Management | 1 Year | Voted - 1 Year |
4. | Ratification of the appointment of Ernst & Young LLP as our independent auditor for the fiscal year ending December 31, 2023. | Management | For | Voted - For |
5. | Approval of amendments to our Amended Articles of Incorporation and Amended Regulations to reduce certain shareholder voting requirement thresholds. | Management | For | Voted - For |
6. | Consideration of a shareholder proposal requesting our Board to take the steps necessary to amend the appropriate company governing documents to give the owners of a combined 10% of our outstanding common stock the power to call a special shareholder meeting. | Management | Against | Voted - Against |
THOR INDUSTRIES, INC.
Security ID: 885160101
Ticker: THO
Meeting Date: 16-Dec-22
Meeting Type: Annual
1.1 | Director: Andrew Graves | Management | For | Voted - For |
1.2 | Director: Christina Hennington | Management | For | Voted - For |
1.3 | Director: Amelia A. Huntington | Management | For | Voted - For |
1.4 | Director: Laurel Hurd | Management | For | Voted - For |
8
SouthernSun Small Cap Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted |
1.5 | Director: Wilson Jones | Management | For | Voted - For |
1.6 | Director: William J. Kelley, Jr. | Management | For | Voted - For |
1.7 | Director: Christopher Klein | Management | For | Voted - For |
1.8 | Director: Robert W. Martin | Management | For | Voted - For |
1.9 | Director: Peter B. Orthwein | Management | For | Voted - For |
2. | Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our Fiscal Year 2023. | Management | For | Voted - For |
3. | Non-binding advisory vote to approve the compensation of our named executive officers (NEOs). | Management | For | Voted - For |
U.S. PHYSICAL THERAPY, INC.
Security ID: 90337L108
Ticker: USPH
Meeting Date: 16-May-23
Meeting Type: Annual
1.1 | Director: Edward L. Kuntz | Management | For | Voted - For |
1.2 | Director: Christopher J. Reading | Management | For | Voted - For |
1.3 | Director: Dr. Bernard A Harris Jr | Management | For | Voted - For |
1.4 | Director: Kathleen A. Gilmartin | Management | For | Voted - For |
1.5 | Director: Regg E. Swanson | Management | For | Voted - For |
1.6 | Director: Clayton K. Trier | Management | For | Voted - For |
1.7 | Director: Anne B. Motsenbocker | Management | For | Voted - For |
1.8 | Director: Nancy J. Ham | Management | For | Voted - For |
2. | Advisory vote to approve the named executive officer compensation. | Management | For | Voted - For |
3. | Advisory vote on the frequency of stockholders' advisory vote on executive compensation. | Management | 1 Year | Voted - 1 Year |
4. | Ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 2023. | Management | For | Voted - For |
UNIVAR SOLUTIONS INC.
Security ID: 91336L107
Ticker: UNVR
Meeting Date: 04-May-23
Meeting Type: Annual
1a. | Election of Director to serve for a term of one year: Joan A. Braca | Management | For | Voted - For |
1b. | Election of Director to serve for a term of one year: Mark J. Byrne | Management | For | Voted - For |
1c. | Election of Director to serve for a term of one year: Daniel P. Doheny | Management | For | Voted - For |
1d. | Election of Director to serve for a term of one year: Rhonda Germany | Management | For | Voted - For |
1e. | Election of Director to serve for a term of one year: David C. Jukes | Management | For | Voted - For |
1f. | Election of Director to serve for a term of one year: Varun Laroyia | Management | For | Voted - For |
1g. | Election of Director to serve for a term of one year: Stephen D. Newlin | Management | For | Voted - For |
9
SouthernSun Small Cap Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted |
1h. | Election of Director to serve for a term of one year: Christopher D. Pappas | Management | For | Voted - For |
1i. | Election of Director to serve for a term of one year: Kerry J. Preete | Management | For | Voted - For |
1j. | Election of Director to serve for a term of one year: Robert L. Wood | Management | For | Voted - For |
2. | Non-binding advisory vote to approve the compensation of the Company's named executive officers. | Management | For | Voted - For |
3. | Ratification of Ernst & Young LLP as the Company's independent registered public accounting firm for 2023. | Management | For | Voted - For |
Meeting Date: 06-Jun-23
Meeting Type: Special
1. | Proposal to adopt the Agreement and Plan of Merger, dated as of March 13, 2023, by and among Univar Solutions Inc., Windsor Parent, L.P. and Windsor Merger Sub, Inc. (the "Merger Agreement"). | Management | For | Voted - Against |
2. | Proposal to approve, on an advisory (nonbinding) basis, the compensation that may be paid or become payable to Univar Solutions Inc.'s named executive officers that is based on or otherwise related to the Merger Agreement and the transactions contemplated by the Merger Agreement. | Management | For | Voted - Against |
3. | Proposal to adjourn the special meeting of stockholders of Univar Solutions Inc. (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 | Voted - Against |
10
SouthernSun U.S. Equity Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted |
AGCO CORPORATION
Security ID: 001084102
Ticker: AGCO
Meeting Date: 27-Apr-23
Meeting Type: Annual
1a. | Election of Director: Michael C. Arnold | Management | For | Voted - For |
1b. | Election of Director: Sondra L. Barbour | Management | For | Voted - For |
1c. | Election of Director: Suzanne P. Clark | Management | For | Voted - For |
1d. | Election of Director: Bob De Lange | Management | For | Voted - For |
1e. | Election of Director: Eric P. Hansotia | Management | For | Voted - For |
1f. | Election of Director: George E. Minnich | Management | For | Voted - For |
1g. | Election of Director: Niels Pörksen | Management | For | Voted - For |
1h. | Election of Director: David Sagehorn | Management | For | Voted - For |
1i. | Election of Director: Mallika Srinivasan | Management | For | Voted - For |
1j. | Election of Director: Matthew Tsien | Management | For | Voted - For |
2. | Frequency (one, two or three years) of the non-binding advisory vote on executive compensation | Management | 1 Year | Voted - 1 Year |
3. | Non-binding advisory resolution to approve the compensation of the Company's named executive officers | Management | For | Voted - For |
4. | Ratification of KPMG LLP as the Company's independent registered public accounting firm for 2023 | Management | For | Voted - For |
ARMSTRONG WORLD INDUSTRIES, INC.
Security ID: 04247X102
Ticker: AWI
Meeting Date: 15-Jun-23
Meeting Type: Annual
1.1 | Director: Victor D. Grizzle | Management | For | Voted - For |
1.2 | Director: Richard D. Holder | Management | For | Voted - For |
1.3 | Director: Barbara L. Loughran | Management | For | Voted - For |
1.4 | Director: James C. Melville | Management | For | Voted - For |
1.5 | Director: William H. Osborne | Management | For | Voted - For |
1.6 | Director: Wayne R. Shurts | Management | For | Voted - For |
1.7 | Director: Roy W. Templin | Management | For | Voted - For |
1.8 | Director: Cherryl T. Thomas | Management | For | Voted - For |
2. | To ratify the selection of KPMG LLP as our independent registered public accounting firm for 2023. | Management | For | Voted - For |
3. | To approve, on an advisory basis, our executive compensation program. | Management | For | Voted - For |
4. | To approve, on an advisory basis, the frequency with which shareholders will be presented with a non-binding proposal to approve the compensation of our named executive officers. | Management | 1 Year | Voted - 1 Year |
11
SouthernSun U.S. Equity Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted |
BROADRIDGE FINANCIAL SOLUTIONS, INC.
Security ID: 11133T103
Ticker: BR
Meeting Date: 10-Nov-22
Meeting Type: Annual
1a. | Election of Director to serve until the 2023 Annual Meeting: Leslie A. Brun | Management | For | Voted - For |
1b. | Election of Director to serve until the 2023 Annual Meeting: Pamela L. Carter | Management | For | Voted - For |
1c. | Election of Director to serve until the 2023 Annual Meeting: Richard J. Daly | Management | For | Voted - For |
1d. | Election of Director to serve until the 2023 Annual Meeting: Robert N. Duelks | Management | For | Voted - For |
1e. | Election of Director to serve until the 2023 Annual Meeting: Melvin L. Flowers | Management | For | Voted - For |
1f. | Election of Director to serve until the 2023 Annual Meeting: Timothy C. Gokey | Management | For | Voted - For |
1g. | Election of Director to serve until the 2023 Annual Meeting: Brett A. Keller | Management | For | Voted - For |
1h. | Election of Director to serve until the 2023 Annual Meeting: Maura A. Markus | Management | For | Voted - For |
1i. | Election of Director to serve until the 2023 Annual Meeting: Eileen K. Murray | Management | For | Voted - For |
1j. | Election of Director to serve until the 2023 Annual Meeting: Annette L. Nazareth | Management | For | Voted - For |
1k. | Election of Director to serve until the 2023 Annual Meeting: Thomas J. Perna | Management | For | Voted - For |
1l. | Election of Director to serve until the 2023 Annual Meeting: Amit K. Zavery | Management | For | Voted - For |
2) | Advisory vote to approve the compensation of the Company's Named Executive Officers (the Say on Pay Vote). | Management | For | Voted - For |
3) | To ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accountants for the fiscal year ending June 30, 2023. | Management | For | Voted - For |
Meeting Date: 09-Feb-23
Meeting Type: Annual
1. | Non-Voting agenda | Management | None | Non-Voting |
DARLING INGREDIENTS INC.
Security ID: 237266101
Ticker: DAR
Meeting Date: 09-May-23
Meeting Type: Annual
1a. | Election of Director: Randall C. Stuewe | Management | For | Voted - For |
1b. | Election of Director: Charles Adair | Management | For | Voted - For |
1c. | Election of Director: Beth Albright | Management | For | Voted - For |
1d. | Election of Director: Larry A. Barden | Management | For | Voted - For |
1e. | Election of Director: Celeste A. Clark | Management | For | Voted - For |
12
SouthernSun U.S. Equity Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted |
1f. | Election of Director: Linda Goodspeed | Management | For | Voted - For |
1g. | Election of Director: Enderson Guimaraes | Management | For | Voted - For |
1h. | Election of Director: Gary W. Mize | Management | For | Voted - For |
1i. | Election of Director: Michael E. Rescoe | Management | For | Voted - For |
1j. | Election of Director: Kurt Stoffel | Management | For | Voted - For |
2. | Proposal to ratify the selection of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 30, 2023. | Management | For | Voted - For |
3. | Advisory vote to approve executive compensation. | Management | For | Voted - For |
4. | Advisory vote to approve the frequency of future advisory votes on executive compensation. | Management | 1 Year | Voted - 1 Year |
DYCOM INDUSTRIES, INC.
Security ID: 267475101
Ticker: DY
Meeting Date: 25-May-23
Meeting Type: Annual
1a. | Election of Director: Peter T. Pruitt, Jr. | Management | For | Voted - For |
1b. | Election of Director: Laurie J. Thomsen | Management | For | Voted - For |
2. | To approve, by non-binding advisory vote, executive compensation. | Management | For | Voted - For |
3. | To ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent auditor for fiscal 2024. | Management | For | Voted - For |
4. | To approve an Amendment & Restatement to the Dycom Industries, Inc. 2017 Non- Employee Directors Equity Plan. | Management | For | Voted - For |
5. | To recommend, by non-binding advisory vote, the frequency of future advisory votes on executive compensation. | Management | 1 Year | Voted - 1 Year |
IDEX CORPORATION
Security ID: 45167R104
Ticker: IEX
Meeting Date: 25-May-23
Meeting Type: Annual
1a. | Election of Class I Director for a term of three years: Katrina L. Helmkamp | Management | For | Voted - For |
1b. | Election of Class I Director for a term of three years: Mark A. Beck | Management | For | Voted - For |
1c. | Election of Class I Director for a term of three years: Carl R. Christenson | Management | For | Voted - For |
1d. | Election of Class I Director for a term of three years: Alejandro Quiroz Centeno | Management | For | Voted - For |
2. | Advisory vote to approve named executive officer compensation. | Management | For | Voted - For |
3. | Advisory vote to approve the frequency (every one, two or three years) with which stockholders of IDEX shall be entitled to have an advisory vote to approve named executive officer compensation. | Management | 1 Year | Voted - 1 Year |
13
SouthernSun U.S. Equity Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted |
4. | Ratification of the appointment of Deloitte & Touche LLP as our independent registered accounting firm for 2023. | Management | For | Voted - For |
5. | Vote on a stockholder proposal regarding a report on hiring practices related to people with arrest or incarceration records. | Shareholder | Against | Voted - Against |
INGEVITY CORPORATION
Security ID: 45688C107
Ticker: NGVT
Meeting Date: 27-Apr-23
Meeting Type: Annual
1a. | Election of Director for a one-year term: Jean S. Blackwell | Management | For | Voted - For |
1b. | Election of Director for a one-year term: Luis Fernandez-Moreno | Management | For | Voted - For |
1c. | Election of Director for a one-year term: John C. Fortson | Management | For | Voted - For |
1d. | Election of Director for a one-year term: Diane H. Gulyas | Management | For | Voted - For |
1e. | Election of Director for a one-year term: Bruce D. Hoechner | Management | For | Voted - For |
1f. | Election of Director for a one-year term: Frederick J. Lynch | Management | For | Voted - For |
1g. | Election of Director for a one-year term: Karen G. Narwold | Management | For | Voted - For |
1h. | Election of Director for a one-year term: Daniel F. Sansone | Management | For | Voted - For |
1i. | Election of Director for a one-year term: William J. Slocum | Management | For | Voted - For |
1j. | Election of Director for a one-year term: Benjamin G. (Shon) Wright | Management | For | Voted - For |
2. | Advisory vote on compensation of our Named Executive Officers (Say-on-Pay). | Management | For | Voted - For |
3. | Advisory Vote on the frequency of Named Executive Officer Compensation Advisory Vote (Say-on-Frequency). | Management | 1 Year | Voted - 1 Year |
4. | Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2023. | Management | For | Voted - For |
5. | Amendment and Restatement of 2017 Ingevity Corporation Employee Stock Purchase Plan to add an additional 300,000 shares. | Management | For | Voted - For |
LOUISIANA-PACIFIC CORPORATION
Security ID: 546347105
Ticker: LPX
Meeting Date: 28-Apr-23
Meeting Type: Annual
1a. | Election of Class II Director: Jose A. Bayardo | Management | For | Voted - For |
1b. | Election of Class II Director: Stephen E. Macadam | Management | For | Voted - For |
14
SouthernSun U.S. Equity Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted |
2. | Ratification of the selection of Deloitte & Touche LLP as LP's independent registered public accounting firm for 2023. | Management | For | Voted - For |
3. | Advisory vote on the frequency of advisory votes on named executive officer compensation. | Management | 1 Year | Voted - 1 Year |
4. | Advisory vote to approve named executive officer compensation. | Management | For | Voted - For |
MURPHY USA INC.
Security ID: 626755102
Ticker: MUSA
Meeting Date: 04-May-23
Meeting Type: Annual
1a. | Election of Class I Director Whose Current Term Expires on the Date of the Annual Meeting.: Claiborne P. Deming | Management | For | Voted - For |
1b. | Election of Class I Director Whose Current Term Expires on the Date of the Annual Meeting.: Hon. Jeanne L. Phillips | Management | For | Voted - For |
1c. | Election of Class I Director Whose Current Term Expires on the Date of the Annual Meeting.: Jack T. Taylor | Management | For | Voted - For |
2. | Ratification of Appointment of Independent Registered Public Accounting Firm for Fiscal 2023. | Management | For | Voted - For |
3. | Approval of Executive Compensation on an Advisory, Non-Binding Basis. | Management | For | Voted - For |
4. | Approval of the Murphy USA Inc. 2023 Omnibus Incentive Plan. | Management | For | Voted - For |
POLARIS INC.
Security ID: 731068102
Ticker: PII
Meeting Date: 27-Apr-23
Meeting Type: Annual
1a. | Election of Class II Director: George W. Bilicic | Management | For | Voted - For |
1b. | Election of Class II Director: Gary E. Hendrickson | Management | For | Voted - For |
1c. | Election of Class II Director: Gwenne A. Henricks | Management | For | Voted - For |
2. | Advisory vote to approve the compensation of the Company's Named Executive Officers | Management | For | Voted - For |
3. | Advisory vote on the frequency of future votes to approve the compensation of our Named Executive Officers | Management | 1 Year | Voted - 1 Year |
4. | Reincorporation of the Company from Minnesota to Delaware | Management | For | Voted - For |
5. | Adoption of an exclusive forum provision in the Delaware Bylaws | Management | For | Voted - For |
6. | Adoption of officer exculpation provision in the Delaware Certificate of Incorporation | Management | For | Voted - For |
7. | Ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2023 | Management | For | Voted - For |
15
SouthernSun U.S. Equity Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted |
THE BOSTON BEER COMPANY, INC.
Security ID: 100557107
Ticker: SAM
Meeting Date: 17-May-23
Meeting Type: Annual
1.1 | Director: Meghan V. Joyce | Management | For | Voted - For |
1.2 | Director: Michael Spillane | Management | For | Voted - For |
1.3 | Director: Jean-Michel Valette | Management | For | Voted - For |
2. | Advisory vote to approve our Named Executive Officers' executive compensation. | Management | For | Voted - For |
3. | To conduct an advisory vote on the frequency of holding future advisory votes on the compensation of the Company's Named Executive Officers. | Management | 1 Year | Voted - 1 Year |
THE BRINK'S COMPANY
Security ID: 109696104
Ticker: BCO
Meeting Date: 05-May-23
Meeting Type: Annual
1a. | Election of Director: Kathie J. Andrade | Management | For | Voted - For |
1b. | Election of Director: Paul G. Boynton | Management | For | Voted - For |
1c. | Election of Director: Ian D. Clough | Management | For | Voted - For |
1d. | Election of Director: Susan E. Docherty | Management | For | Voted - For |
1e. | Election of Director: Mark Eubanks | Management | For | Voted - For |
1f. | Election of Director: Michael J. Herling | Management | For | Voted - For |
1g. | Election of Director: A. Louis Parker | Management | For | Voted - For |
1h. | Election of Director: Timothy J. Tynan | Management | For | Voted - For |
1i. | Election of Director: Keith R. Wyche | Management | For | Voted - For |
2. | Approval of an advisory resolution on named executive officer compensation. | Management | For | Voted - For |
3. | Approval of an advisory resolution on the frequency (every 1, 2 or 3 years) of the advisory vote on named executive officer compensation. | Management | 1 Year | Voted - 1 Year |
4. | Approval of the selection of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023. | Management | For | Voted - For |
THE TIMKEN COMPANY
Security ID: 887389104
Ticker: TKR
Meeting Date: 05-May-23
Meeting Type: Annual
1.1 | Director: Maria A. Crowe | Management | For | Voted - For |
1.2 | Director: Elizabeth A. Harrell | Management | For | Voted - For |
1.3 | Director: Richard G. Kyle | Management | For | Voted - For |
1.4 | Director: Sarah C. Lauber | Management | For | Voted - For |
1.5 | Director: John A. Luke, Jr. | Management | For | Voted - For |
1.6 | Director: Christopher L. Mapes | Management | For | Voted - For |
1.7 | Director: James F. Palmer | Management | For | Voted - For |
16
SouthernSun U.S. Equity Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted |
1.8 | Director: Ajita G. Rajendra | Management | For | Voted - For |
1.9 | Director: Frank C. Sullivan | Management | For | Voted - For |
1.10 | Director: John M. Timken, Jr. | Management | For | Voted - For |
1.11 | Director: Ward J. Timken, Jr. | Management | For | Voted - For |
2. | Approval, on an advisory basis, of our named executive officer compensation. | Management | For | Voted - For |
3. | Recommendation, on an advisory basis, of the frequency (every 1, 2 or 3 years) of the shareholder advisory vote on named executive officer compensation. | Management | 1 Year | Voted - 1 Year |
4. | Ratification of the appointment of Ernst & Young LLP as our independent auditor for the fiscal year ending December 31, 2023. | Management | For | Voted - For |
5. | Approval of amendments to our Amended Articles of Incorporation and Amended Regulations to reduce certain shareholder voting requirement thresholds. | Management | For | Voted - For |
6. | Consideration of a shareholder proposal requesting our Board to take the steps necessary to amend the appropriate company governing documents to give the owners of a combined 10% of our outstanding common stock the power to call a special shareholder meeting. | Management | Against | Voted - Against |
THOR INDUSTRIES, INC.
Security ID: 885160101
Ticker: THO
Meeting Date: 16-Dec-22
Meeting Type: Annual
1.1 | Director: Andrew Graves | Management | For | Voted - For |
1.2 | Director: Christina Hennington | Management | For | Voted - For |
1.3 | Director: Amelia A. Huntington | Management | For | Voted - For |
1.4 | Director: Laurel Hurd | Management | For | Voted - For |
1.5 | Director: Wilson Jones | Management | For | Voted - For |
1.6 | Director: William J. Kelley, Jr. | Management | For | Voted - For |
1.7 | Director: Christopher Klein | Management | For | Voted - For |
1.8 | Director: Robert W. Martin | Management | For | Voted - For |
1.9 | Director: Peter B. Orthwein | Management | For | Voted - For |
2. | Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our Fiscal Year 2023. | Management | For | Voted - For |
3. | Non-binding advisory vote to approve the compensation of our named executive officers (NEOs). | Management | For | Voted - For |
TREX COMPANY, INC.
Security ID: 89531P105
Ticker: TREX
Meeting Date: 04-May-23
Meeting Type: Annual
1.1 | Election of Director: Jay M. Gratz | Management | For | Voted - For |
1.2 | Election of Director: Ronald W. Kaplan | Management | For | Voted - For |
1.3 | Election of Director: Gerald Volas | Management | For | Voted - For |
17
SouthernSun U.S. Equity Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted |
2. | Non-binding advisory vote on executive compensation ("say-on-pay"). | Management | For | Voted - For |
3. | Non-binding advisory vote on the frequency of future advisory votes on the compensation of named executive officers ("say-on-frequency"). | Management | 1 Year | Voted - 1 Year |
4. | Approve the Trex Company, Inc. 2023 Stock Incentive Plan. | Management | For | Voted - For |
5. | Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal year 2023. | Management | For | Voted - For |
UNIVAR SOLUTIONS INC.
Security ID: 91336L107
Ticker: UNVR
Meeting Date: 04-May-23
Meeting Type: Annual
1a. | Election of Director to serve for a term of one year: Joan A. Braca | Management | For | Voted - For |
1b. | Election of Director to serve for a term of one year: Mark J. Byrne | Management | For | Voted - For |
1c. | Election of Director to serve for a term of one year: Daniel P. Doheny | Management | For | Voted - For |
1d. | Election of Director to serve for a term of one year: Rhonda Germany | Management | For | Voted - For |
1e. | Election of Director to serve for a term of one year: David C. Jukes | Management | For | Voted - For |
1f. | Election of Director to serve for a term of one year: Varun Laroyia | Management | For | Voted - For |
1g. | Election of Director to serve for a term of one year: Stephen D. Newlin | Management | For | Voted - For |
1h. | Election of Director to serve for a term of one year: Christopher D. Pappas | Management | For | Voted - For |
1i. | Election of Director to serve for a term of one year: Kerry J. Preete | Management | For | Voted - For |
1j. | Election of Director to serve for a term of one year: Robert L. Wood | Management | For | Voted - For |
2. | Non-binding advisory vote to approve the compensation of the Company's named executive officers. | Management | For | Voted - For |
3. | Ratification of Ernst & Young LLP as the Company's independent registered public accounting firm for 2023. | Management | For | Voted - For |
Meeting Date: 06-Jun-23
Meeting Type: Special
1. | Proposal to adopt the Agreement and Plan of Merger, dated as of March 13, 2023, by and among Univar Solutions Inc., Windsor Parent, L.P. and Windsor Merger Sub, Inc. (the "Merger Agreement"). | Management | For | Voted - Against |
2. | Proposal to approve, on an advisory (nonbinding) basis, the compensation that may be paid or become payable to Univar Solutions Inc.'s named executive officers that is based on or otherwise related to the Merger Agreement and the transactions contemplated by the Merger Agreement. | Management | For | Voted - Against |
18
SouthernSun U.S. Equity Fund | ||||
Proposal | Proposed by | Mgt. Position | Registrant Voted |
3. | Proposal to adjourn the special meeting of stockholders of Univar Solutions Inc. (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 | Voted - Against |
WATSCO, INC.
Security ID: 942622200
Ticker: WSO
Meeting Date: 05-Jun-23
Meeting Type: Annual
1.1 | Director: Ana Lopez-Blazquez | Management | For | Voted - For |
2. | To approve the advisory resolution regarding the compensation of our named executive officers. | Management | For | Voted - For |
3. | To approve the advisory resolution on the frequency of the advisory resolution regarding the compensation of our named executive officers. | Management | 1 Year | Voted - 1 Year |
4. | To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the 2023 fiscal year. | Management | For | Voted - For |
WESTROCK COMPANY
Security ID: 96145D105
Ticker: WRK
Meeting Date: 27-Jan-23
Meeting Type: Annual
1a. | Election of Director: Colleen F. Arnold | Management | For | Voted - For |
1b. | Election of Director: Timothy J. Bernlohr | Management | For | Voted - For |
1c. | Election of Director: J. Powell Brown | Management | For | Voted - For |
1d. | Election of Director: Terrell K. Crews | Management | For | Voted - For |
1e. | Election of Director: Russell M. Currey | Management | For | Voted - For |
1f. | Election of Director: Suzan F. Harrison | Management | For | Voted - For |
1g. | Election of Director: Gracia C. Martore | Management | For | Voted - For |
1h. | Election of Director: James E. Nevels | Management | For | Voted - For |
1i. | Election of Director: E. Jean Savage | Management | For | Voted - For |
1j. | Election of Director: David B. Sewell | Management | For | Voted - For |
1k. | Election of Director: Dmitri L. Stockton | Management | For | Voted - For |
1l. | Election of Director: Alan D. Wilson | Management | For | Voted - For |
2. | Advisory Vote to Approve Executive Compensation | Management | For | Voted - For |
3. | Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation | Management | 1 Year | Voted - 1 Year |
4. | Ratification of Appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending September 30, 2023 | Management | For | Voted - For |
19
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.
The Advisors’ Inner Circle Fund III
By: /s/ Michael Beattie
Michael Beattie
President
20